AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 17, 2009

                                                    REGISTRATION NO. 333-______
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

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

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

                PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
                          (Exact Name of Registrant)

                                  CONNECTICUT
        (State or other jurisdiction of incorporation or organization)

                                  06-1241288
                    (I.R.S. Employer Identification Number)

              C/O PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
                              ONE CORPORATE DRIVE
                               SHELTON, CT 06484
                                (203) 926-1888
         (Address and telephone number of principal executive offices)

                    JOSEPH D. EMANUEL, CHIEF LEGAL OFFICER
                PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
                              ONE CORPORATE DRIVE
                               SHELTON, CT 06484
                                (203) 944-7504
           (Name, address and telephone number of agent for service)

                                  Copies to:

                              CHRISTOPHER SPRAGUE
                       VICE PRESIDENT, CORPORATE COUNSEL
                           THE PRUDENTIAL INSURANCE
                              COMPANY OF AMERICA
                               751 BROAD STREET
                             NEWARK, NJ 07102-2992
                                (973) 802-6997



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

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

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, a
non-accelerated filer, or a smaller reporting company.


                          
Large accelerated filer [_]  Accelerated filer [_]
Non-accelerated filer [X]    Smaller reporting company [_]

                        Calculation of Registration fee


                                                           
- ------------------------------------------------------------------------------------------
                                         Proposed        Proposed
 Title of each class of     Amount        maximum         maximum
    securities to be        to be      offering price    aggregate         Amount of
       registered         registered*    per unit*     offering price  registration fee**
- ------------------------------------------------------------------------------------------
Market-value adjustment
  annuity contracts (or
  modified guaranteed
  annuity contracts)      $50,000,000                                       $2,790
- --------------------------------------------------------------------------------------


*  Securities are not issued in predetermined units

** In this filing, Prudential Annuities Life Assurance Corporation is
   registering $50,000,000 ($50 million) of Securities and paying a fee of
   $2,790 therefor.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission may determine.

This filing is being made under the Securities Act of 1933 to register an
additional $50,000,000 ($50 million) of interests in market value-adjusted
annuity contracts. As permitted by rule 457(o) under the Securities Act of 1933
the filing fee set forth above was calculated based on the maximum aggregate
offering price of $50,000,000 ($50 million). The market value adjusted
securities are sold according to dollar value, and are not denominated in
either shares or units. Finally, to the extent any of Registrant's securities
from the April 11, 1997 filing, Form S-3 registration number 333-24989, remain
unsold, Registrant intends to add those unsold securities to the $50,000,000
($50 million) of securities being registered herewith (thus, Registrant has not
reduced the filing fee paid herewith on account of the filing fee associated
with securities that remain unsold from the prior offering).

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

CHOICE



                                PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
                                                 A Prudential Financial Company
                                One Corporate Drive, Shelton, Connecticut 06484

 ADVANCED SERIES
 ADVISORS CHOICE(R) 2000
 (marketed by some firms as "Advisors Select 2000")
 Flexible Premium Deferred Annuity
 PROSPECTUS: MAY 1, 2008

 This Prospectus describes Advisors Choice(R) 2000, a flexible premium deferred
 annuity (the "Annuity") offered by Prudential Annuities Life Assurance
 Corporation ("Prudential Annuities", "we", "our" or "us"). The Annuity may be
 offered as an individual annuity contract or as an interest in a group
 annuity. This Prospectus describes the important features of the Annuity and
 what you should consider before purchasing the Annuity. The 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 these
 variations, consult the terms of your particular Annuity. For some of the
 variations specific to Annuities approved for sale by the New York State
 Insurance Department, see Appendix I. 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.

 Prudential Annuities offers several different annuities which your Financial
 Professional may be authorized to offer to you. 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. Firms through which
 the Annuity is sold may decline to make available to their customers certain
 of the optional features and investment options offered generally under the
 Annuity. The different features and benefits include variations in death
 benefit protection and the ability to access your Annuity's Account Value and
 the charges that you will be subject to if you choose to surrender the
 annuity, make withdrawals, or transfer all or a portion of Account Value among
 available investment options. The fees and charges you pay and compensation
 paid to your Financial Professional may also be different between each
 annuity. Differences in compensation among different annuity products could
 influence a Financial Professional's decision as to which annuity to recommend
 to you.

 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, ProFund
 VP, The Prudential Series Fund, Rydex Variable Trust, Franklin Templeton
 Variable Insurance Products Trust and Wells Fargo Variable 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 the
 Annuity as a replacement for existing variable annuity or variable life
 coverage, you should consider any surrender or penalty charges you may incur
 when replacing your existing coverage.

 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.

 This annuity is NOT a deposit or obligation of, or issued, guaranteed or
 endorsed by, any bank, is NOT insured or guaranteed by the U.S. government,
 the Federal Deposit Insurance Corporation (FDIC), the Federal Reserve Board or
 any other agency. An investment in this 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 ADVISORS CHOICE(R) 2000 IS A SERVICE MARK OR REGISTERED
 TRADEMARK OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND IS USED UNDER
 LICENSE BY ITS AFFILIATES.
- --------------------------------------------------------------------------------
                  FOR FURTHER INFORMATION CALL: 1-800-752-6342

               Prospectus Dated:         Statement of Additional
               May 1, 2008                    Information Dated:
               CH2PROS                    May 1, 2008 CHOICE2000

  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 Nieman 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 Variable Insurance Funds
   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 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

 Rydex Variable Trust
   Nova
   NASDAQ-100(R)
   Inverse S&P 500 Strategy

 The Prudential Series Fund
   SP International Growth

 Wells Fargo Variable Trust
   Wells Fargo Advantage VT Equity Income
   Wells Fargo Advantage VT C&B Large Cap Value



                                   CONTENTS


                                                                                        

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

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

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

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

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

INVESTMENT OPTIONS........................................................................ 13

 WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS?....................... 13
 WHAT ARE THE FIXED ALLOCATIONS?.......................................................... 33

FEES AND CHARGES.......................................................................... 34

 WHAT ARE THE CONTRACT FEES AND CHARGES?.................................................. 34
 WHAT CHARGES APPLY TO THE FIXED ALLOCATIONS?............................................. 35
 WHAT CHARGES APPLY IF I CHOOSE AN ANNUITY PAYMENT OPTION?................................ 35
 EXCEPTIONS/REDUCTIONS TO FEES AND CHARGES................................................ 35

PURCHASING YOUR ANNUITY................................................................... 36

 WHAT ARE OUR REQUIREMENTS FOR PURCHASING THE ANNUITY?.................................... 36

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

 MAY I CHANGE THE OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS?.......................... 37
 MAY I RETURN MY ANNUITY IF I CHANGE MY MIND?............................................. 37
 MAY I MAKE ADDITIONAL PURCHASE PAYMENTS?................................................. 38
 MAY I MAKE SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT?............................. 38
 MAY I MAKE PURCHASE PAYMENTS THROUGH A SALARY REDUCTION PROGRAM?......................... 38

MANAGING YOUR ACCOUNT VALUE............................................................... 39

 HOW AND WHEN ARE PURCHASE PAYMENTS INVESTED?............................................. 39
 ARE THERE RESTRICTIONS OR CHARGES ON TRANSFERS BETWEEN INVESTMENT OPTIONS?............... 39
 DO YOU OFFER DOLLAR COST AVERAGING?...................................................... 40
 DO YOU OFFER ANY AUTOMATIC REBALANCING PROGRAMS?......................................... 41
 ARE ANY ASSET ALLOCATION PROGRAMS AVAILABLE?............................................. 41
 WHAT IS THE BALANCED INVESTMENT PROGRAM?................................................. 41
 MAY I GIVE MY FINANCIAL PROFESSIONAL PERMISSION TO FORWARD TRANSACTION INSTRUCTIONS?..... 42
 MAY I AUTHORIZE MY THIRD PARTY INVESTMENT ADVISOR TO MANAGE MY ACCOUNT?.................. 42
 HOW DO THE FIXED ALLOCATIONS WORK?....................................................... 42
 HOW DO YOU DETERMINE RATES FOR FIXED ALLOCATIONS?........................................ 43
 HOW DOES THE MARKET VALUE ADJUSTMENT WORK?............................................... 43
 WHAT HAPPENS WHEN MY GUARANTEE PERIOD MATURES?........................................... 44

ACCESS TO ACCOUNT VALUE................................................................... 45

 WHAT TYPES OF DISTRIBUTIONS ARE AVAILABLE TO ME?......................................... 45
 ARE THERE TAX IMPLICATIONS FOR DISTRIBUTIONS?............................................ 45
 CAN I WITHDRAW A PORTION OF MY ANNUITY?.................................................. 45
 CAN I MAKE PERIODIC WITHDRAWALS FROM THE ANNUITY DURING THE ACCUMULATION PERIOD?......... 45
 DO YOU OFFER A PROGRAM FOR WITHDRAWALS UNDER SECTION 72(t) OF THE INTERNAL REVENUE CODE?. 45
 WHAT ARE REQUIRED MINIMUM DISTRIBUTIONS AND WHEN WOULD I NEED TO MAKE THEM?.............. 46
 CAN I SURRENDER MY ANNUITY FOR ITS VALUE?................................................ 46
 WHAT TYPES OF ANNUITY OPTIONS ARE AVAILABLE?............................................. 46
 HOW AND WHEN DO I CHOOSE THE ANNUITY PAYMENT OPTION?..................................... 47
 HOW ARE ANNUITY PAYMENTS CALCULATED?..................................................... 47

LIVING BENEFIT PROGRAMS................................................................... 49

 DO YOU OFFER PROGRAMS DESIGNED TO PROVIDE INVESTMENT PROTECTION FOR OWNERS WHILE THEY
   ARE ALIVE?............................................................................. 49
 GUARANTEED RETURN OPTION PLUS/SM/ (GRO PLUS/SM/)......................................... 50


                                     (iii)




                                                                                              
  GUARANTEED RETURN OPTION (GRO)................................................................  54
  GUARANTEED RETURN OPTION PLUS 2008 (GRO PLUS 2008)............................................  56
  HIGHEST DAILY GUARANTEED RETURN OPTION (HD GRO)...............................................  59
  GUARANTEED MINIMUM WITHDRAWAL BENEFIT (GMWB)..................................................  62
  GUARANTEED MINIMUM INCOME BENEFIT (GMIB)......................................................  66
  LIFETIME FIVE INCOME BENEFIT (LIFETIME FIVE)..................................................  70
  SPOUSAL LIFETIME FIVE/SM/ INCOME BENEFIT (SPOUSAL LIFETIME FIVE)..............................  75
  HIGHEST DAILY LIFETIME FIVE/SM/ INCOME BENEFIT (HIGHEST DAILY LIFETIME FIVE)..................  79
  HIGHEST DAILY LIFETIME SEVEN INCOME SEVEN (HIGHEST DAILY LIFETIME SEVEN)
  SPOUSAL HIGHEST DAILY LIFETIME SEVEN INCOME BENEFIT (SPOUSAL HIGHEST DAILY LIFETIME SEVEN)....  85

DEATH BENEFIT...................................................................................  99

  WHAT TRIGGERS THE PAYMENT OF A DEATH BENEFIT?.................................................  99
  BASIC DEATH BENEFIT...........................................................................  99
  OPTIONAL DEATH BENEFITS.......................................................................  99
  PAYMENT OF DEATH BENEFITS..................................................................... 103

VALUING YOUR INVESTMENT......................................................................... 106

  HOW IS MY ACCOUNT VALUE DETERMINED?........................................................... 106
  WHAT IS THE SURRENDER VALUE OF MY ANNUITY?.................................................... 106
  HOW AND WHEN DO YOU VALUE THE SUB-ACCOUNTS?................................................... 106
  HOW DO YOU VALUE FIXED ALLOCATIONS?........................................................... 106
  WHEN DO YOU PROCESS AND VALUE TRANSACTIONS?................................................... 106
  WHAT HAPPENS TO MY UNITS WHEN THERE IS A CHANGE IN DAILY ASSET-BASED CHARGES?................. 107

TAX CONSIDERATIONS.............................................................................. 108

GENERAL INFORMATION............................................................................. 116

  HOW WILL I RECEIVE STATEMENTS AND REPORTS?.................................................... 116
  WHO IS PRUDENTIAL ANNUITIES?.................................................................. 116
  WHAT ARE SEPARATE ACCOUNTS?................................................................... 117
  WHAT IS THE LEGAL STRUCTURE OF THE UNDERLYING FUNDS?.......................................... 118
  WHO DISTRIBUTES ANNUITIES OFFERED BY PRUDENTIAL ANNUITIES?.................................... 119
  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................................... 121
  FINANCIAL STATEMENTS.......................................................................... 121
  HOW TO CONTACT US............................................................................. 122
  INDEMNIFICATION............................................................................... 122
  LEGAL PROCEEDINGS............................................................................. 122
  CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION........................................... 123

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

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

APPENDIX C-1 - ADVISOR'S CHOICE PRIOR CONTRACT.................................................. C-1

APPENDIX C-2 - ADVISOR'S DESIGN PRIOR CONTRACT.................................................. C-1

APPENDIX D - PERFORMANCE ADVANTAGE.............................................................. D-1

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

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

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

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

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

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

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


                                     (iv)



                                 INTRODUCTION

 WHY WOULD I CHOOSE TO PURCHASE THIS ANNUITY?
 This Annuity is frequently used for retirement planning because it allows you
 to accumulate retirement savings and also offers annuity payment options when
 you are ready to begin receiving income. The 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. It 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)). It may also be used as an investment vehicle
 for "non-qualified" investments. The Annuity allows you to invest your money
 in a number of Sub-accounts as well as in one or more Fixed Allocations.

 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 THIS ANNUITY?

..   This 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 (as described later in
    this prospectus).

..   This 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.

..   The 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.

..   This 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.

..   This 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.

..   There is no contingent deferred sales charge on surrenders, transfers of
    all or a portion of Account Value among available investment options, or
    withdrawals. You can withdraw Account Value from your Annuity free of any
    such charges although the value of any optional benefit you elect may be
    reduced. 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.

                                      5



 HOW DO I PURCHASE THIS ANNUITY?
 We sell the Annuity through licensed, registered Financial Professionals. This
 Annuity is designed for sale solely in connection with investment advisory
 services provided by an Advisor. Unless we agree otherwise, and subject to our
 rules, the Annuity has a minimum initial Purchase Payment of $5,000. 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 $5,000. There is no age restriction to purchase
 the Annuity. However, the basic Death Benefit provides greater protection for
 Owners under age 85 as of the Issue Date of this Annuity. 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.

                                      6



                               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 "variable
 investment option") or a Fixed Allocation prior to the Annuity Date, plus any
 earnings, and/or less any losses, distributions and charges. Other than on the
 Annuity anniversary, the Account Value is calculated before we assess 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 Annuities with a
 Highest Daily Lifetime Five Income Benefit election, Account Value includes
 the value of any allocation to the Benefit Fixed Rate Account.

 Advisor
 A person or entity which:
   .   is registered under the Investment Advisers Act of 1940, as amended, or,
       where applicable, under equivalent state law or regulation regarding the
       registration of investment advisors; or
   .   may provide investment advisory services but is exempt from such
       registration.

 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, (90/th/ birthday in New York) 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.

 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.

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

                                      7



 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.

 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 amounts 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 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.

                                      8



 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.

 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 the
 Annual Maintenance Fee, Tax Charge, 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. There is no Contingent
 Deferred Sales Charge upon surrender or partial withdrawal. The surrender
 value may be calculated using a Market Value Adjustment 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.

                                      9



                     SUMMARY OF CONTRACT FEES AND CHARGES

 Below is a summary of the fees and charges for the Annuity. Some fees and
 charges are assessed against your Annuity while others are assessed against
 assets allocated to the Sub-accounts. The fees and charges that are assessed
 against the Annuity include the 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, 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 table provides a summary of the fees and charges you will pay if
 you surrender the Annuity or transfer Account Value among investment options.
 These fees and charges are described in more detail within this Prospectus.



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

                               (assessed against the Annuity)
- ---------------------------------------------------------------------------------------------
           FEE/CHARGE                                  AMOUNT DEDUCTED
- ---------------------------------------------------------------------------------------------
                               
Contingent Deferred Sales Charge  There is no Contingent Deferred Sales Charge deducted upon
                                               surrender or partial withdrawal.
- ---------------------------------------------------------------------------------------------
Transfer Fee /1/                                            $10.00
- ---------------------------------------------------------------------------------------------
Tax Charge /2/                                            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 12.
 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.



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

                          (assessed against the annuity)
- -----------------------------------------------------------------------------------
               FEE/CHARGE                             AMOUNT DEDUCTED
                                       
Annual Maintenance Fee /1/                  Lesser of $35 or 2% of Account Value
                                          -----------------------------------------
  Beneficiary Continuation Option Only              Lesser of $30 or 2%
- -----------------------------------------------------------------------------------
ANNUAL FEES/CHARGES OF THE SUB-ACCOUNTS /2/
(assessed as a percentage of the average daily net assets of the Sub-accounts)
- -----------------------------------------------------------------------------------
               FEE/CHARGE                             AMOUNT DEDUCTED
Mortality & Expense Risk Charge /3/                        0.50%
- -----------------------------------------------------------------------------------
Administration Charge /3/                                  0.15%
- -----------------------------------------------------------------------------------
Settlement Service Charge /4/             1.40% (qualified); 1.00% (non-qualified)
- -----------------------------------------------------------------------------------
Total Annual Charges of the Sub-accounts                   0.65%
(excluding settlement service charge)
- -----------------------------------------------------------------------------------


 1  Assessed annually on the Annuity's anniversary date or upon surrender. Only
    applicable if Account Value is under $50,000. Fee may differ in certain
    States. For beneficiaries who elect the non-qualified Beneficiary
    Continuation Option, the fee is only applicable if Account Value is less
    than $25,000.
 2  These charges are deducted daily and apply to Sub-accounts only.
 3  The combination of the Mortality and Expense Risk Charge and Administration
    Charge is referred to as the "Insurance Charge" elsewhere in this
    Prospectus. Prior to July 1, 1994, total annual expenses under the Annuity
    were 1.90%, including an investment allocation service charge of 1.00% and
    0.90% for what we now refer to as the "Insurance Charge." Effective July 1,
    1994, we no longer deducted the investment allocation service charge; total
    annual expenses were then 0.90%. Effective May 1, 1998, the Insurance
    Charge was further reduced to 0.65%.
 4  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.

                                      10



 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
                                              BENEFIT/FEE             ANNUAL
                                                 CHARGE             CHARGE /3/
- ---------------------------------------------------------------------------------
                                                             
GUARANTEED RETURN OPTION/SM//GRO Plus     (0.75% maximum) /2/          0.90%
                                          0.25% current charge
- ---------------------------------------------------------------------------------
GRO Plus 2008                          (0.75% maximum charge) /2/      1.00%
                                          0.35% current charge
- ---------------------------------------------------------------------------------
HIGHEST DAILY GUARANTEED RETURN        (0.75% maximum charge) /2/      1.00%
OPTION (Highest Daily GRO)                0.35% current charge
- ---------------------------------------------------------------------------------
GUARANTEED MINIMUM WITHDRAWAL BENEFIT     (1.00% maximum) /2/          1.00%
(GMWB)                                    0.35% current charge
- ---------------------------------------------------------------------------------
GUARANTEED MINIMUM INCOME BENEFIT         (1.00%) maximum) /2/         0.65%
(GMIB)                                   0.50% per year of the     +0.50% of PIV
                                        average Protected Income
                                        Value during each year.
- ---------------------------------------------------------------------------------
LIFETIME FIVE/SM /INCOME BENEFIT          (1.50% maximum) /2/          1.25%
                                          0.60% current charge
- ---------------------------------------------------------------------------------
SPOUSAL LIFETIME FIVE/SM /INCOME          (1.50% maximum) /2/          1.40%
BENEFIT                                   0.75% current charge
- ---------------------------------------------------------------------------------
HIGHEST DAILY LIFETIME FIVE INCOME        (1.50% maximum) /2/          1.25%
BENEFIT                                   0.60% current charge
- ---------------------------------------------------------------------------------
HIGHEST DAILY LIFETIME SEVEN INCOME       (1.50% maximum) /2/          0.65%
BENEFIT                                   0.60% current charge     +0.60% of PWV
- ---------------------------------------------------------------------------------
SPOUSAL HIGHEST DAILY LIFETIME SEVEN      (1.50% maximum) /2/          0.65%
INCOME BENEFIT                            0.75% current charge     +0.75% of PWV
- ---------------------------------------------------------------------------------
ENHANCED BENEFICIARY PROTECTION DEATH            0.25%                 0.90%
BENEFIT
- ---------------------------------------------------------------------------------
HIGHEST ANNIVERSARY VALUE DEATH                  0.25%                 0.90%
BENEFIT ("HAV")
- ---------------------------------------------------------------------------------
COMBINATION 5% ROLL-UP AND HAV DEATH      (1.00% maximum) /2/          1.15%
BENEFIT                                   0.50% current charge
- ---------------------------------------------------------------------------------
HIGHEST DAILY VALUE DEATH BENEFIT         (1.50% maximum) /2/          1.15%
("HDV")                                   0.50% current charge
- ---------------------------------------------------------------------------------


 HOW CHARGE IS DETERMINED
 1  Guaranteed Return Option Plus/ Guaranteed Return option: Charge for each
    benefit is assessed against the average daily net assets of the
    Sub-accounts. 0.90% total annual charge applies in all Annuity years.
    GRO PLUS 2008: Charge for this benefit is assessed against the average
    daily net assets of the Sub-accounts. 1.00% total annual charge applies in
    all Annuity years.
    Highest Daily GRO: Charge for this benefit is assessed against the average
    daily net assets of the Sub-accounts. 1.00% total annual charge applies in
    all Annuity years.
    Guaranteed Minimum Withdrawal Benefit: Charge for this benefit is assessed
    against the average daily net assets of the Sub-accounts. 1.00% total
    annual charge applies in all Annuity years.
    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. 0.50% of PIV for GMIB is in addition to 0.65% annual
    charge.
    Lifetime Five Income Benefit: Charge for this benefit is assessed against
    the average daily net assets of the Sub-accounts. 1.25% total annual charge
    applies in all Annuity years.
    Spousal Lifetime Five Income Benefit: Charge for this benefit is assessed
    against the average daily net assets of the Sub-accounts. 1.40% total
    annual charge applies in all Annuity years.
    Highest Daily Lifetime Five Income Benefit: Charge for this benefit is
    assessed against the average daily net assets of the Sub-accounts. 1.25%
    total annual charge applies in all Annuity years.
    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. 0.60% of PWV is in addition to 0.65% annual charge.
    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. 0.75% of PWV is in addition to 0.65% annual charge.
    Enhanced Beneficiary Protection Death Benefit: Charge for this benefit is
    assessed against the average daily net assets of the Sub-accounts. 0.90%
    total annual charge applies in all Annuity years.

                                      11



    Highest Anniversary Value Death Benefit: Charge for this benefit is
    assessed against the average daily net assets of the Sub-accounts. 0.90%
    total annual charge applies in all Annuity years.
    Combination 5% roll-up and HAV Death Benefit: Charge for this benefit is
    assessed against the average daily net assets of the Sub-accounts. 1.15%
    total annual charge applies in all Annuity years.
    Highest Daily Value Death Benefit: Charge for this benefit is assessed
    against the average daily net assets of the Sub-accounts. 1.15% total
    annual charge applies in all Annuity years.
 2  We have the right to increase the charge for each benefit up to the
    indicated maximum charge upon a step-up or for a new election of the
    benefit, or upon a reset of the benefit, if permitted. However, we have no
    present intention of increasing the charge to that maximum level.
 3  The Total Annual Charge includes the Insurance Charge 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 only,
    the 0.50% current 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% and 0.75% charges, respectively, are
    assessed in quarterly installments against the Protected Withdrawal Value.
    These optional benefits are not available under the Beneficiary
    Continuation Option.

 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.



- --------------------------------------------------------------------------------------------------
                   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%


                                      12





- ---------------------------------------------------------------------------------------------------------
                      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 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%
 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%


                                      13





- -------------------------------------------------------------------------------------------------------------
                        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
- -------------------------------------------------------------------------------------------------------------
                                                                                     
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%
 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%
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
Rydex Variable Trust
 NASDAQ-100(R)                                             0.75%     0.76%     0.00%      0.00%       1.51%
 Nova                                                      0.75%     0.71%     0.00%      0.00%       1.46%
 Rydex Inverse S&P 500 Strategy (formerly Rydex Inverse
  S&P 500)                                                 0.90%     0.73%     0.00%      0.00%       1.63%


                                      14





- --------------------------------------------------------------------------------------------------
                   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
- --------------------------------------------------------------------------------------------------
                                                                          
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%.
 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.

                                      15



                               EXPENSE EXAMPLES

 These examples are intended to help you compare the cost of investing in the
 Annuity with the cost of investing in other variable annuities. Below are
 examples showing what you would pay in expenses at the end of the stated time
 periods had you invested $10,000 in the Annuity and your investment has a 5%
 return each year. The examples reflect the following fees and charges for the
 Annuity as described in "Summary of Contract Fees and Charges":
   .   Insurance Charge
   .   Annual Maintenance Fee
   .   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)

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

 *  Note: Not all portfolios offered as Sub-accounts may be available depending
    on optional benefit selection, the applicable jurisdiction and selling firm.

 THE EXAMPLES ARE ILLUSTRATIVE ONLY - THEY SHOULD NOT BE CONSIDERED A
 REPRESENTATION OF PAST OR FUTURE EXPENSES OF THE UNDERLYING 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 year  3 years 5 years 10 years
                        --------------------------------
                                       
                        $632    $1,869  $3,074   $5,944
                        --------------------------------


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



                        1 year  3 years 5 years 10 years
                        --------------------------------
                                       
                        $632    $1,869  $3,074   $5,944
                        --------------------------------


 If you do not surrender your annuity:



                        1 year  3 years 5 years 10 years
                        --------------------------------
                                       
                        $632    $1,869  $3,074   $5,944
                        --------------------------------


                                      16



                              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 Annuity 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 March 16, 2001, the Nova, Inverse S&P 500 Strategy (f/k/a Inverse
 S&P 500) and NASDAQ-100(R) (f/k/a OTC) portfolios of Rydex Variable Trust are
 no longer offered as Sub-accounts under the Annuity. Owners of Annuities
 issued on or after March 16, 2001 will not be allowed to allocate Account
 Value to the Rydex Nova, Rydex Inverse S&P 500 Strategy or Rydex NASDAQ-100(R)
 Sub-accounts. Except as noted below, Owners of Annuities issued before
 March 16, 2001, and/or their authorized investment professionals, will no
 longer be able to allocate additional Account Value or make transfers into the
 Rydex Nova, Rydex Inverse S&P 500 Strategy or Rydex NASDAQ-100(R)
 Sub-accounts. Annuity Owners and/or their authorized Financial Professionals
 who elect to transfer Account Value out of the Rydex Sub-accounts on or after
 March 16, 2001 will not be allowed to transfer Account Value into the Rydex
 Sub-accounts at a later date. Electronic funds transfer, dollar cost
 averaging, asset allocation and rebalancing programs that were effective
 before March 16, 2001 and included one or more of the Rydex Sub-accounts will
 be allowed to continue. However, no changes involving the Rydex Sub-accounts
 may be made to such programs.

 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
 Annuity, 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.

 Effective May 1, 2004, the SP William Blair International Growth Portfolio
 (formerly the SP Jennison International Growth Portfolio) is no longer offered
 as a Sub-account under the Annuity, 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.

 Beginning on May 26, 2008, beneficiaries who continue the Annuity under the
 Beneficiary Continuation Option will not be allowed to hold Account Value in
 any ProFund VP Portfolio.

                                      17



 The above referenced 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 each of the above Sub-accounts to all
 Owners that owned the Annuity prior to the respective close dates.

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


                                                    

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

 Optional Benefit Name*                                 All Investment Options Permitted EXCEPT for the following:
 Combo 5% Rollup & HAV Death Benefit                    Access VP High Yield Fund
 Guaranteed Minimum Income Benefit                      AIM V.I. Technology
 Guaranteed Minimum Withdrawal Benefit                  NASDAQ Target 15
 GRO/GRO PLUS/GRO PLUS 2008                             ProFund VP Biotechnology
 Highest Anniversary Value Death Benefit                ProFund VP Internet
 Highest Daily GRO                                      ProFund VP Semiconductor
                                                        ProFund VP Short Mid-Cap
                                                        ProFund VP Short Small-Cap
                                                        ProFund VP Technology
                                                        ProFund VP Ultra NASDAQ-100
                                                        ProFund VP Ultra Small Cap
                                                        ProFund VP UltraBull
                                                        Value Line Target 25
                                                        Evergreen VA Growth Fund
- --------------------------------------------------------------------------------------------------------------------

                                                        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.

                                      18



   -------------------------------------------------------------------------
    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
                tolerance. The Portfolio will invest     LLC/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
      CAP       Portfolio: seeks capital growth with        Century
     VALUE      current income as a secondary              Investment
                objective. The Portfolio invests        Management, Inc.
                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
     ALLOCA     Allocation Portfolio: seeks                 Century
     TION/      long-term capital growth with some         Investment
    BALANCED    regular income. The Portfolio will      Management, Inc.
                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.
   -------------------------------------------------------------------------

                                      19



     ----------------------------------------------------------------------
      STYLE/         INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
       TYPE                                                 ADVISOR/
                                                           SUB-ADVISOR
     ----------------------------------------------------------------------
       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%).
     ----------------------------------------------------------------------
       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.
     ----------------------------------------------------------------------

                                      20



    ------------------------------------------------------------------------
      STYLE/         INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
       TYPE                                                  ADVISOR/
                                                            SUB-ADVISOR
    ------------------------------------------------------------------------
     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%.
    ------------------------------------------------------------------------
      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
                  the over- the-counter-market. Small     Corp.; Federated
                  companies will be defined as               MDTA LLC
                  companies with market
                  capitalizations similar to companies
                  in the Russell 2000 Growth Index.
    ------------------------------------------------------------------------
      ASSET       AST First Trust Balanced Target           First Trust
      ALLOCA      Portfolio: seeks long-term capital       Advisors 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.
    ------------------------------------------------------------------------

                                      21



    ------------------------------------------------------------------------
     STYLE/         INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
      TYPE                                                  ADVISOR/
                                                           SUB-ADVISOR
    ------------------------------------------------------------------------
      ASSET      AST First Trust Capital Appreciation      First Trust
      ALLOCA     Target Portfolio: seeks long-term        Advisors 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
     GROWTH      growth of capital. The Portfolio       Management, 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.
    ------------------------------------------------------------------------
     MID CAP     AST Goldman Sachs Mid-Cap Growth         Goldman Sachs
     GROWTH      Portfolio: seeks long-term capital           Asset
                 growth. The Portfolio pursues its      Management, 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
      VALUE      appreciation. The Portfolio will       Management, 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.
    ------------------------------------------------------------------------

                                      22



    -----------------------------------------------------------------------
     STYLE/         INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
      TYPE                                                  ADVISOR/
                                                          SUB-ADVISOR
    -----------------------------------------------------------------------
      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
      VALUE      of income, as well as capital           LLC; Hotchkis
                 appreciation. The Portfolio invests,   and Wiley Capital
                 under normal circumstances, at least      Management
                 80% of its net assets in common        LLC; 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 &
     INCOME      Portfolio: seeks high current income       Co. 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.
    -----------------------------------------------------------------------

                                      23



   -------------------------------------------------------------------------
    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.
   -------------------------------------------------------------------------
     INTER      AST MFS Global Equity Portfolio:          Massachusetts
    NATIONAL    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
     VALUE      to provide capital growth by              Partners LLC;
                investing primarily in                    WEDGE Capital
                mid-capitalization stocks that             Management,
                appear to be undervalued. The                  LLP
                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
    GROWTH      Portfolio: seeks capital growth.             Berman
                Under normal market conditions, the      Management Inc.
                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
     VALUE      Portfolio: seeks capital growth.             Berman
                Under normal market conditions, the      Management Inc.
                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.
   -------------------------------------------------------------------------

                                      24



    ------------------------------------------------------------------------
     STYLE/         INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
      TYPE                                                  ADVISOR/
                                                           SUB-ADVISOR
    ------------------------------------------------------------------------
      SMALL      AST Neuberger Berman Small-Cap             Neuberger
       CAP       Growth Portfolio: seeks maximum             Berman
     GROWTH      growth of investors' capital from a     Management Inc.
                 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.
    ------------------------------------------------------------------------
      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.
    ------------------------------------------------------------------------

                                      25



   --------------------------------------------------------------------------
     STYLE/         INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
      TYPE                                                   ADVISOR/
                                                           SUB-ADVISOR
   --------------------------------------------------------------------------
     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.
   --------------------------------------------------------------------------
     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.
   --------------------------------------------------------------------------

                                      26



   -------------------------------------------------------------------------
     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,
                 shares: The investment objective is           Inc.
                 long-term capital growth. The
                 Portfolio pursues its objective by        Sub-advisor:
                 normally investing at least 65% of      Advisory entities
                 its assets in equity securities of      affiliated with
                 mid-sized companies that are              Invesco Aim
                 included in the Russell Midcap(R)        Advisors, Inc.
                 Growth Index at the time of purchase.
   -------------------------------------------------------------------------
    SPECIALTY    AIM Variable Insurance Funds - AIM      Advisor: Invesco
                 V.I. Financial Services Fund -           Aim Advisors,
                 Series I shares: The investment               Inc.
                 objective is capital growth. The
                 Portfolio normally invests at least       Sub-advisor:
                 80% of its net assets, plus the         Advisory entities
                 amount of any borrowings for            affiliated with
                 investment purposes, in equity            Invesco Aim
                 securities of issuers engaged            Advisors, Inc.
                 primarily in financial
                 services-related industries.
   -------------------------------------------------------------------------
    SPECIALTY    AIM Variable Insurance Funds - AIM      Advisor: Invesco
                 V.I. Global Health Care Fund -           Aim Advisors,
                 Series I shares: The investment               Inc.
                 objective is capital growth. The
                 Portfolio normally invests at least       Sub-advisor:
                 80% of its net assets in securities     Advisory entities
                 of health care industry companies.      affiliated with
                                                           Invesco Aim
                                                          Advisors, Inc.
   -------------------------------------------------------------------------
    SPECIALTY    AIM Variable Insurance Funds - AIM      Advisor: Invesco
                 V.I. Technology Fund - Series I          Aim Advisors,
                 shares: The investment objective is           Inc.
                 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.
   -------------------------------------------------------------------------

                                      27



    ------------------------------------------------------------------------
      STYLE/         INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
       TYPE                                                  ADVISOR/
                                                            SUB-ADVISOR
    ------------------------------------------------------------------------
       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.
    ------------------------------------------------------------------------
                      Franklin Templeton Variable
                        Insurance Products Trust
    ------------------------------------------------------------------------
     MODERATE     Franklin Templeton Founding Funds          Franklin
      ALLOCA      Allocation Fund: Seeks capital             Templeton
       TION       appreciation, with income as a           Services, LLC
                  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
    ------------------------------------------------------------------------
       INTER      Gartmore NVIT Developing Markets              NWD
     NATIONAL     Fund: seeks long-term capital            Management &
      EQUITY      appreciation, under normal              Research Trust/
                  conditions by investing at least 80%    Gartmore Global
                  of the value of its net assets in          Partners
                  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.
    ------------------------------------------------------------------------

                                      28



    --------------------------------------------------------------------------
      STYLE/          INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
       TYPE                                                   ADVISOR/
                                                             SUB-ADVISOR
    --------------------------------------------------------------------------
     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.
    --------------------------------------------------------------------------
     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.
    --------------------------------------------------------------------------

                                      29



    --------------------------------------------------------------------------
      STYLE/          INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
       TYPE                                                   ADVISOR/
                                                             SUB-ADVISOR
    --------------------------------------------------------------------------
     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.
    --------------------------------------------------------------------------
     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.
    --------------------------------------------------------------------------

                                      30



    -----------------------------------------------------------------------
      STYLE/         INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
       TYPE                                                 ADVISOR/
                                                           SUB-ADVISOR
    -----------------------------------------------------------------------
      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.
    -----------------------------------------------------------------------
     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.
    -----------------------------------------------------------------------

                                      31



    --------------------------------------------------------------------------
      STYLE/          INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
       TYPE                                                   ADVISOR/
                                                             SUB-ADVISOR
    --------------------------------------------------------------------------
     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.
    --------------------------------------------------------------------------
     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.
    --------------------------------------------------------------------------

                                      32



    ------------------------------------------------------------------------
      STYLE/         INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
       TYPE                                                  ADVISOR/
                                                            SUB-ADVISOR
    ------------------------------------------------------------------------
     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.
    ------------------------------------------------------------------------
     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.
    ------------------------------------------------------------------------

                                      33



    -----------------------------------------------------------------------
      STYLE/         INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
       TYPE                                                 ADVISOR/
                                                           SUB-ADVISOR
    -----------------------------------------------------------------------
     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.
    -----------------------------------------------------------------------
     SPECIALTY    ProFund VP Utilities: seeks daily      ProFund Advisors
                  investment results, before fees and          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 Advisors
                  seeks daily investment results,              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.
    -----------------------------------------------------------------------

                                      34



    ------------------------------------------------------------------------
      STYLE/         INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
       TYPE                                                  ADVISOR/
                                                           SUB-ADVISOR
    ------------------------------------------------------------------------
                          RYDEX VARIABLE TRUST
    ------------------------------------------------------------------------
     SPECIALTY    Rydex Variable Trust - Nova: seeks     Rydex Investments
                  to provide investment results that
                  match the performance of a specific
                  benchmark on a daily basis. The
                  fund's current benchmark is 150% of
                  the performance of the S&P 500(R)
                  Index (the "underlying index"). If
                  the Fund meets its objective, the
                  value of the Fund's shares will tend
                  to increase on a daily basis by 150%
                  of the value of any increase in the
                  underlying index. When the value of
                  the underlying index declines, the
                  value of the Fund's shares should
                  also decrease on a daily basis by
                  150% of the value of any decrease in
                  the underlying index (e.g., if the
                  underlying index goes down by 5%,
                  the value of the Fund's shares
                  should go down by 7.5% on that day).
                  Unlike a traditional index fund, as
                  its primary investment strategy, the
                  Fund invests to a significant extent
                  in leveraged instruments, such as
                  swap agreements, futures contracts
                  and options on securities, futures
                  contracts, and stock indices, as
                  well as equity securities.
    ------------------------------------------------------------------------
     SPECIALTY    Rydex Variable Trust - Inverse S&P     Rydex Investments
                  500 Strategy (formerly Rydex
                  Variable Trust - Inverse S&P 500):
                  seeks to provide investment results
                  that will inversely correlate to the
                  performance of the S&P 500(R) Index
                  (the "underlying index"). If the
                  Fund meets its objective, the value
                  of the Fund's shares will tend to
                  increase during times when the value
                  of the underlying index is
                  decreasing. When the value of the
                  underlying index is increasing,
                  however, the value of the Fund's
                  shares should decrease on a daily
                  basis by an inversely proportionate
                  amount (e.g., if the underlying
                  index goes up by 5%, the value of
                  the Fund's shares should go down by
                  5% on that day). Unlike a
                  traditional index fund, the Fund's
                  benchmark is to perform exactly
                  opposite the underlying index, and
                  the Inverse S&P 500 Fund will not
                  own the securities included in the
                  underlying index. Instead, as its
                  primary investment strategy, the
                  Fund invests to a significant extent
                  in short sales of securities or
                  futures contracts and in options on
                  securities, futures contracts, and
                  stock indices.
    ------------------------------------------------------------------------
     SPECIALTY    Rydex Variable Trust - NASDAQ-100(R)   Rydex Investments
                  (formerly Rydex Variable Trust -
                  OTC): seeks to provide investment
                  results that correspond to a
                  benchmark for over-the-counter
                  securities. The Fund's current
                  benchmark is the NASDAQ 100 Index(R)
                  (the "underlying index"). If the
                  Fund meets its objective, the value
                  of the Fund's shares should increase
                  on a daily basis by the amount of
                  any increase in the value of the
                  underlying index. However, when the
                  value of the underlying index
                  declines, the value of the Fund's
                  shares should also decrease on a
                  daily basis by the amount of the
                  decrease in value of the underlying
                  index. The Fund invests principally
                  in securities of companies included
                  in the underlying index. It also may
                  invest in other instruments whose
                  performance is expected to
                  correspond to that of the underlying
                  index, and may engage in futures and
                  options transactions and enter into
                  swap agreements. The Fund may also
                  purchase U.S. Government securities.
    ------------------------------------------------------------------------
                   FIRST DEFINED PORTFOLIO FUND, LLC
    ------------------------------------------------------------------------
     SPECIALTY    First Trust Target Focus Four            First Trust
                  Portfolio (formerly, First Trust 10     Advisors 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
                  seeks to provide above-average total    Advisors 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.
    ------------------------------------------------------------------------

                                      35



    ------------------------------------------------------------------------
      STYLE/         INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
       TYPE                                                  ADVISOR/
                                                           SUB-ADVISOR
    ------------------------------------------------------------------------
     SPECIALTY    NASDAQ(R) Target 15 Portfolio: seeks     First Trust
                  to provide above-average total          Advisors 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
                  provide above-average total return.     Advisors 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
                  to provide above-average total          Advisors 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
                  Portfolio: seeks to provide             Advisors 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
                  to provide above-average total          Advisors 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.
    ------------------------------------------------------------------------
     SPECIALTY    Value Line(R) Target 25 Portfolio:       First Trust
                  seeks to provide above-average          Advisors 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.
    ------------------------------------------------------------------------
                       THE PRUDENTIAL SERIES FUND
    ------------------------------------------------------------------------
       INTER      The Prudential Series Fund - SP           Prudential
     NATIONAL     International Growth Portfolio:        Investments LLC;
      EQUITY      Seeks long-term capital                William Blair &
                  appreciation. The Portfolio invests      Company, LLC
                  primarily in stocks of large and
                  medium-sized companies located in
                  countries included in the Morgan
                  Stanley Capital International All
                  Country World Ex-U.S. Index. Under
                  normal market conditions, the
                  portfolio invests at least 80% of
                  its net assets in equity
                  securities. The Portfolio's assets
                  normally will be allocated among not
                  fewer than six different countries
                  and will not concentrate investments
                  in any particular industry. The
                  Portfolio seeks companies that
                  historically have had superior
                  growth, profitability and quality
                  relative to local markets and
                  relative to companies within the
                  same industry worldwide, and that
                  are expected to continue such
                  performance. (see information above
                  regarding limited availability of
                  this option.)
    ------------------------------------------------------------------------
                              WELLS FARGO
    ------------------------------------------------------------------------
      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.
    ------------------------------------------------------------------------

                                      36



 "Dow Jones Industrial Average/SM/", "DJIA/SM/", "Dow Industrials/SM/", "The
 Dow/SM/", and "The Dow 10/SM/", 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, including, and in
 particular the Target Managed VIP portfolio The DowSM DART 10 portfolio, and
 The Dow SM Target Dividend Portfolio 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 on behalf of the S&P Target 24 Portfolio and the Target Managed
 VIP Portfolio. 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 CONNECTION 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 CONNECTION
 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 rates that are
 currently being credited on Fixed Allocations. 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.

                                      37



                               FEES AND CHARGES

 The charges under the Annuity is designed to cover, in the aggregate, our
 direct and indirect costs of selling, administering and providing benefits
 under the Annuity. They are also designed, in the aggregate, to compensate us
 for the risks of loss we assume. If, as we expect, the charges that we collect
 from the Annuity exceeds our total costs in connection with the Annuity, 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 the Annuity are
 less than the amount we deduct for the Insurance Charge. To the extent we make
 a profit on the Insurance Charge, such profit may be used for any other
 corporate purpose, including payment of other expenses that Prudential
 Annuities incurs in promoting, distributing, issuing and administering the
 Annuity.

 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.

 WHAT ARE THE CONTRACT FEES AND CHARGES?
 There is no contingent deferred sales charge applied if you surrender your
 Annuity or make a partial withdrawal.

 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 twelve) 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 ($30 in New York) 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. Currently, the Annual Maintenance Fee is only
 deducted if your Account Value is less than $50,000 on the anniversary of the
 Issue Date or at the time of surrender. We do not impose the Annual
 Maintenance Fee upon annuitization or the payment of a Death Benefit. 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 & Charges". The Insurance
 Charge is the

                                      38



 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 the Annuity, including the
 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 this 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 the
 Annuity and the administrative costs associated with providing the Annuity
 benefits.

 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.

 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 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 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.

                                      39



                            PURCHASING YOUR ANNUITY

 WHAT ARE OUR REQUIREMENTS FOR PURCHASING THE ANNUITY?
 This Annuity is designed for sale solely in connection with investment
 advisory services provided by an Advisor.

 Initial Purchase Payment: Unless we agree otherwise and subject to our rules,
 you must make a minimum initial Purchase Payment of $5,000. 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 purchase.

 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 the Annuity as a condition of our acceptance, including
 limiting the liquidity features or the Death Benefit protection provided under
 the Annuity, limiting the right to make additional Purchase Payments, changing
 the number of transfers allowable under the 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: There is no age restriction to purchase the Annuity.
 However, the basic Death Benefit provides greater protection for persons under
 age 85. There is no Contingent Deferred Sales Charge deducted upon surrender
 or partial withdrawal. However, 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 as of 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.

                                      40



                             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. However, any additional Purchase Payments applied
 after the date the assumption is effective will be subject to all provisions
 of the Annuity.

 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 Internal Revenue 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 Payment(s) applied during the
 right to cancel period, less any applicable federal and state income tax
 withholding.

                                      41



 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
 Prudential Annuities 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 $5,000.

                                      42



                          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 the 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.

 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 Rydex or 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 Rydex or 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 twelve) 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 Rydex 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 hold more cash than otherwise necessary, disrupt
 management strategies, increase transaction costs, or affect performance. The
 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, the Rydex 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

                                      43



 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 or a
    Rydex 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 Rydex 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 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,

                                      44



 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.

 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 a 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 the
 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.

                                      45



 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 Annuity. Even if this is the case, however, please note that the
 investment advisor you engage to provide advice and/or make transfers for you,
 is not acting on our behalf, but rather is acting on your behalf. We do not
 offer advice about how to allocate your Account Value under any circumstance.
 As such, we are not responsible for any recommendations such investment
 advisors make, any investment models or asset allocation programs they choose
 to follow or any specific transfers they make on your behalf. 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).

 Any fee that is charged by your investment advisor is in addition to the fees
 and expenses that apply under your Annuity. If you authorize your investment
 advisor to withdraw amounts from your Annuity to pay for the investment
 advisor's fee, as with any other withdrawal from your Annuity, you may incur
 adverse tax consequences, and/or a Market Value Adjustment. Withdrawals to pay
 your investment advisor (to the extent permitted) generally will also reduce
 the level of various living and death benefit guarantees provided (e.g. the
 withdrawals will reduce proportionately the Annuity's guaranteed minimum death
 benefit.) We are not a party to the agreement you have with your investment
 advisor and do not verify that amounts withdrawn from your annuity, including
 amounts withdrawn to pay for the investment advisor's fee, are within the
 terms of your agreement with your investment advisor. You will, however,
 receive confirmations of transactions that affect your Annuity. It is your
 responsibility to arrange for the payment of the advisory fee charged by your
 investment advisor. Similarly, it is your responsibility to understand the
 advisory services provided by your investment advisor and the advisory fees
 charged for those services.

 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) on 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 the 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.

                                      46



 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.

 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 any day
 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 Market Value Adjustment formula compares the interest rates credited for
 Fixed Allocations at the time you invested, to interest rates being credited
 when you make a transfer or withdrawal. The amount of any Market Value
 Adjustment can be either positive or negative, depending on the rates that are
 currently being credited on Fixed Allocations. 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.

                                      47



 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/12)/

                                     where:

        I is the fixed interest rate we guaranteed to credit to the Fixed
        Allocation as of its starting date;

        J is the fixed interest rate for your class of annuities at the time of
        the withdrawal for a new Fixed Allocation with a Guarantee Period equal
        to the remaining number of years in your original Guarantee Period;

        N is the number of months 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/12)/

 If the transfer or withdrawal does not occur on the yearly or monthly
 anniversary of the beginning of the Fixed Allocation, the numbers used in 'J'
 and 'N' will be rounded to the next highest integer.

 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 with a Guarantee Period of
       5 years.
   .   The interest rate for your Fixed Allocation is 5.0% (I = 5.0%).
   .   You make no withdrawals or transfers until you decide to withdraw the
       entire Fixed Allocation after exactly three (3) years, at which point 24
       months remain before the Maturity Date (N = 24).

 Example of Positive MVA
 Assume that at the time you request the withdrawal, the fixed interest rate
 for a new Fixed Allocation with a Guarantee Period of 24 months is 3.5% (J =
 3.5%). Based on these assumptions, the MVA would be calculated as follows:

    MVA Factor = [(1+I)/(I+J+0.0010)]/(N/12)/ = [1.05/1.036]/(2)/ = 1.027210
                           Interim Value = $57,881.25
       Account Value after MVA = Interim Value X MVA Factor = $59,456.20.

 Example of Negative MVA
 Assume that at the time you request the withdrawal, the fixed interest rate
 for a new Fixed Allocation with a Guarantee Period of 24 months is 6.0% (J =
 6.0%). Based on these assumptions, the MVA would be calculated as follows:

    MVA Factor = [(1+I)/(1+J+0.0010)]/(N/12)/ = [1.05/1.061]/(2)/ = 0.979372
                           Interim Value = $57,881.25
       Account Value after MVA = Interim Value X MVA Factor = $56,687.28.

 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 variable investment options. 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, it will be renewed for a Fixed Allocation of the same duration
 if then available. If a Fixed Allocation of the same duration is not
 available, it will be renewed to the next shortest Guarantee Period then
 currently available for new allocations and renewals.

                                      48



                            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. There is no Contingent Deferred Sales Charge applied upon surrender or
 partial withdrawal. However, if you surrender your Annuity, 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. 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.

 Special Rules for Distributions to Pay Advisory Fees
 We treat partial withdrawals to pay advisory fees as taxable distributions
 unless:
   .   your Annuity is being used in conjunction with a "qualified" retirement
       plan (plans meeting the requirements of Sections 401, 403 or 408 of the
       Code); and
   .   in relation to Section 403 or 408 plans, you and your Advisor provide
       acceptable proof to us, limiting the source of the Advisor's
       compensation to the assets of an applicable qualified retirement plan,
       and making certain other representations.

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

 We call this a "partial withdrawal." The minimum partial withdrawal you may
 request is $100. We may apply a Market Value Adjustment to any Fixed
 Allocations. 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.

 Partial withdrawals may also be available following annuitization but only if
 you choose certain annuity payment options. Note, however, that we do not
 permit communication 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.

 CAN I MAKE PERIODIC WITHDRAWALS FROM THE 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
 can be made from Account Value allocated to the Sub-accounts or Fixed
 Allocations. 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) or 408 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". We may
 apply a Market

                                      49



 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.

 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. We may apply a
 Market Value Adjustment to any Fixed Allocations. Upon surrender of your
 Annuity, you will no longer have any rights under the surrendered Annuity.

 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 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 contract. 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.

 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 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. Under this option, you cannot make a partial or full
 surrender of the annuity.

                                      50



 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 or 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?
 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 Annuity 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, 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 1983a 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.

                                      51



 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.

                                      52



                            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; or
..   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), Guaranteed Return Option Plus (GRO Plus), Guaranteed
 Return Option Plus 2008 (GRO Plus 2008), Highest Daily Guaranteed Return
 Option (HD 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.
 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).

                                      53



 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 variable investment options 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.

                                      54



 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)
 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 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; 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 any 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

                                      55



 Account Value allocated to Fixed Allocation(s) relative to a "reallocation
 trigger", which determines whether Account Value must be 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 variable investment options, 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(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.

                                      56



 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 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. The charge for GRO Plus will no longer be deducted
 once the benefit has terminated.

 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 or transfer Account
    Value to or from a Fixed Allocation while participating in the program;
    however, all or a portion of any Purchase Payments 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 the 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 the 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. Account Value allocated to Fixed
 Allocations under the program is not subject to the charge. 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.

                                      57



 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 living 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 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 Accounts 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. 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 the 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. 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 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

                                      58



          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 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.

 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.

 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 guaranteed amount will be based on
 your Account Value as of that date.

 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 the
 Annuity. If you elect to terminate the program, the Guaranteed Return Option
 will no longer provide any guarantees. If the surviving spouse assumes the
 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.

                                      59



 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 or transfer
    Account Value to or from the Fixed Allocation while participating in the
    program; however, all or a portion of any Purchase Payments 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 the 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 the 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 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 the 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 your Account Value allocated to 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.

 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 January 23, 2002 and November 15, 2002 and
 subsequent to November 19, 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.

 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 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

                                      60



 "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 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).

                                      61



 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 * (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 J 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
 J). 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

                                      62



 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 Optional 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.


                                      63



 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 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).

                                      64



..   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 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 * (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

                                      65



 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.

 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.

                                      66



 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. 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
 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 Credit applied
    to such Purchase Payment.
..   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 and any Credits that we apply to the Purchase Payment.

 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 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.

                                      67



 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 Payment).
..   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; 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.

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   .   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 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.

 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 the 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

                                      69



   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 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 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. 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 will apply the 5%
           annual growth rate on the new amount from the date the Purchase
           Payment is applied.

                                      70



       .   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, 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; 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.

                                      71



 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 your95/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 the Annuity's Account Value,

                                      72



   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.
..   The 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 the 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 the 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 the 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.

                                      73



 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 will 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 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 10/th/ anniversary of the benefit effective date, each value is increased
 by the amount of any subsequent Purchase Payments.
..   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

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 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.

 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. 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.
 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.

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 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. 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. 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 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

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 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 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.

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 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.
   .   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. 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 Lifetime Five
 or elect another lifetime withdrawal benefit 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
 another lifetime withdrawal benefit on any date on or after the next
 anniversary of the Annuity 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.

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 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.

 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 10th 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.

..   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

                                      79



 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. 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
 1st anniversary of the first withdrawal under the Spousal Lifetime Five
 program. The Annual Income Amount can be stepped up again on or after the 1st
 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. 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


                                      80



 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.

..   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.
..   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. 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.

                                      81



..   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 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
 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
 state 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.

                                      82



 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
 may not be able to re-elect Highest Daily Lifetime Five, and will have a
 waiting period until you can elect another lifetime withdrawal benefit. See
 "Election of and Designations under the Program" 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 or the Plus 40
 optional life insurance rider). 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 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;

                                      83



 (b)200% of all Purchase Payments made during the one-year period after the
    date you elected Highest Daily Lifetime Five; and
 (c)100% of all Purchase Payments 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 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. 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.

 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.

                                      84



 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.

 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

                                      85



   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.
..   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.

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 Highest Daily Lifetime Five can be elected at the time that you purchase your
 Annuity. 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.

 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 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) 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 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 that 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

                                      87



 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 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.


                                      88



 As indicated, 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. 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 or the Plus40 Optional 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 K 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.

 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.


                                      89



 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. 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 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.

 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.

                                      90



 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.

 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 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.

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 ** 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 95th 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.
..   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.
    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.

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..   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.

 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 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.

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 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.

 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

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   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 (SHD)/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 K 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,

                                      95



 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 greater 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 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. 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-

                                      96



 existing Annual Income Amount by an amount equal to a percentage of the
 Purchase Payment based on the age of the Annuitant at the time of the first
 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.

 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.

 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).

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 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.

 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 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

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   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 95th 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.
..   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. 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.
..   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),

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   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 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

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 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 K 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.

 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).

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   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?
 The Annuity provides a Death Benefit during its accumulation period. If the
 Annuity is owned by one or more natural persons, the Death Benefit is payable
 upon the first death of an Owner. If the 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

 The 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 the Annuity. The 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.

 The basic Death Benefit depends on the decedent's age on the date of death:

 If death occurs before the decedent's age 85: The Death Benefit is the greater
 of:
..   The sum of all Purchase Payments less the sum of all withdrawals; and
..   The sum of your Account Value in the Sub-accounts and your Interim Value in
    the Fixed Allocations.

 If death occurs when the decedent is age 85 or older: The Death Benefit is
 your Account Value.

 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.

 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 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;


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    PLUS

 2. 40% of your "Growth" under the 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 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 the 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 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. Please see Appendix F 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 the 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 the 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 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 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 the "Combination 5% Roll-up and Highest
       Anniversary Value" or the "Highest Daily Value" Death Benefit. It also
       is not available with Spousal Lifetime Five or Spousal Highest Daily
       Lifetime Seven. Please see Appendix F 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.

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 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 the
 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 the 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 the
 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 the 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 investment options. 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 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 made after the Death Benefit Target Date;

    MINUS

       .   the sum of all withdrawals which reduce the 5% Roll-up
           proportionally.

       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 contract 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. Please see Appendix F 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.


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 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
       the Annuity.
   .   The Highest Anniversary Value equals the highest of all previous
       "Anniversary Values" less proportional withdrawals since such
       anniversary and plus any Purchase Payments since such anniversary.
   .   The Anniversary Value is the Account Value as of each anniversary of the
       Issue Date of the Annuity. The Anniversary Value on the Issue Date is
       equal to your Purchase Payment.
   .   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 the Annuity has one Owner, the Owner must be age 79 or less at the time the
 Highest Daily Value Death Benefit is elected. If the 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 the 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; 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 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, Highest Daily GRO,
 Guaranteed Return Option Plus 2008 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 the 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 the Annuity.
..   The Highest Daily Value equals the highest of all previous "Daily Values"
    less proportional withdrawals since such date and plus any Purchase
    Payments since such date.

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..   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.
..   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.

 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 start 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

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 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 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
    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.

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..   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
    withdrawal rights.
..   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.

 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. Any
 additional Purchase Payments applied after the date the assumption is
 effective will be subject to all provisions of the Annuity.

 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.


                                      109



                            VALUING YOUR INVESTMENT

 HOW IS MY ACCOUNT VALUE DETERMINED?
 During the accumulation period, the 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. When determining the Account
 Value on any day other than 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 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 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 other than 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.

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 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 the 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
 issue the 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
 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 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.

 Death Benefits: 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 Rydex and 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 Rydex or 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 Rydex or 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 Rydex or 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?
 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).

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                              TAX CONSIDERATIONS

 The tax considerations associated with an Annuity vary depending on whether
 the contract is (i) owned by an individual or non-natural person, and not
 associated with a tax-favored retirement plan, or (ii) held under a
 tax-favored retirement plan. We discuss the tax considerations for these
 categories of contracts below. The discussion is general in nature and
 describes only federal income tax law (not state or other tax laws). It is
 based on current law and interpretations, which may change. The information
 provided is not intended as tax advice. You should consult with a qualified
 tax advisor for complete information and advice. References to purchase
 payments below relate to your cost basis in your contract. Generally, your
 cost basis in a contract not associated with a tax-favored retirement plan is
 the amount you pay into your contract, or into annuities exchanged for your
 contract, on an after-tax basis less any withdrawals of such payments. Cost
 basis for a tax-favored retirement plan is provided only in limited
 circumstances, such as for contributions to a Roth IRA or nondeductible IRA
 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

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 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;
..   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);

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..   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.

 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.

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 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.
..   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.

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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 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.

 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

                                      118



 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 http://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
 12/th/ 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 .

                                      120



 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 and the charges for any optional benefits that
 are offered under this Annuity and other annuities issued by us through
 Separate Account B. From November 16, 1993, the date the Annuity was first
 available, until June 30, 1994 the annualized expenses charged against the
 Sub-accounts under the Annuity totaled 1.90%. This included 1.00% as an
 investment allocation services charge and 0.90% for the combination of
 mortality and expense risk, as well as administration charges (we refer to
 this as the "Insurance Charge"). Starting on July 1, 1994, the 1.00%
 investment allocation services charge was no longer assessed, so that the
 total annualized charges under the Annuity were 0.90%. As of May 1, 1998 the
 total annualized charges were further reduced to 0.65%. 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
 Annuity 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 the 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.

                                      121



 We are not obligated to invest according to specific guidelines or strategies
 except as may be required by Connecticut and other state insurance laws.

 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
 contract holders who actually vote will determine the ultimate outcome. We
 will furnish those Owners who have Account Value allocated to a Sub-account
 whose underlying mutual fund portfolio has requested a "proxy" vote with proxy
 materials and the necessary forms to provide us with their voting
 instructions. Generally, you will be asked to provide instructions for us to
 vote on matters such as changes in a fundamental investment strategy, adoption
 of a new investment advisory agreement, or matters relating to the structure
 of the underlying mutual fund that require a vote of shareholders.

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

                                      122



 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.

 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).

 The 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 Annuity but are exempt from registration
 ("firms"). Applications for the Annuity are solicited by registered
 representatives of those firms. Such representatives will also be our
 appointed insurance agents under state insurance law. In addition, PAD may
 offer the Annuity directly to potential purchasers.

 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 may be paid based on Account Value. The maximum commission to be
 paid in connection with the sale is 0.30% per year of the Account Value. We
 may also provide compensation to the distributing firm for providing ongoing
 service to you in relation to the Annuity. Commissions and other compensation
 paid in relation to the Annuity do not result in any additional charge to you
 or to the Separate Account.

 In addition, in an effort to promote the sale of our products, (which may
 include the placement of Prudential Annuities and/or the Annuity on a
 preferred or recommended company or product list and/or access to the firm's
 registered representatives) we or PAD may enter into compensation arrangements
 with certain broker-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, 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 Annuity; providing a dedicated marketing
 coordinator; providing priority sales desk support; and providing expedited
 marketing compliance approval and preferred programs to PAD. 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 for 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
 Annuity 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.

                                      123



 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.
..   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.


                                                                       
 1717 Capital Management Co.            Citigroup Global Markets Inc          H. Beck, Inc.
 1st Global Capital Corporation         City Securities Corporation           Hantz Financial Services, Inc.
 A.G. Edwards & Sons                    Commonwealth Financial Group          Harbour Investments, Inc.
 Advantage Capital Corporation          Commonwealth Financial Network        Hazard & Siegel, Inc.
 AICPA                                  Contemporary Fin'l Solutions          HBW Securities
 AIG Financial Advisors Inc             Crown Capital Securities, L.P.        Hornor, Townsend & Kent
 Allegheny Investments LTD.             Cumberland Brokerage Corporation      Huntington Investment Services
 Allegiant Securities LLC               CUNA Brokerage                        ICC
 Alliance Bernstein                     CUSO Financial Services, L.P.         IFMG Securities, Inc.
 Alliance Financial Group, Inc.         Deutsche                              IMS Securities, Inc.
 Allianz                                EDI Financial                         Independent Financial Group, LLC
 Allstate Financial Srvcs, LLC          ePlanning Securities, Inc.            Infinex Investments Inc.
 Almax Financial Solutions, LLC         Equity Services, Inc.                 ING Financial Advisors, LLC
 Alternative Wealth Strategies          Ferris Baker Watts, Inc               ING Financial Partners, LLC
 American General Securities, Inc.      FFP Securities, Inc.                  Institutional Securities Corp.
 AMERICAN PORTFOLIO FIN SVCS            Financial Network Investments Corp.   InterSecurities, Inc.
 INC                                    Financial Planning Consultants        Invest Financial Corporation
 Ameritas Investment Corp               Financial West Group                  Investacorp
 Arrowhead Investment Center            Fintegra, LLC                         Investment Centers of America
 Associated Securities                  First Allied Securities, Inc.         Investment Management Corp
 AXA Advisors                           First Financial Services              Investment Planners, Inc.
 BancorpSouth Investment Services,      First Heartland Capital, Inc.         Investment Professionals
 Inc.                                   First Montauk Securities Corp.        Investors Capital Corporation
 BB&T Investments                       First Trust Portfolios                Investors Security Co, Inc.
 BCG Securities, Inc.                   First Western Advisors                ISG Equity Sales
 Benefit Funding Services Group         Foothill Securities, Inc.             J.W. Cole Financial, Inc.
 Berthel Fisher & Company               Fortune Financial Services, Inc.      Janney Montgomery Scott, LLC.
 Brecek & Young Advisors, Inc.          Founders Financial Securities         JB Hanauer
 Broker Dealer Financial                Fox & Co. Investments, Inc.           Jefferson Pilot Securities Co.
 Brookstone Securities, Inc.            Freedom Investors Corp.               JJB Hilliard Lyons
 Brookstreet Securities Corp.           FSC Securities Corp                   Key Investment Services LLC
 Butler Freeman Tally Fn Gp LLC         FSIC                                  KMS FINANCIAL SERVICES, INC
 Cadaret, Grant & Co., Inc.             Garden State Securities, Inc.         Kovack Securities, Inc
 Calton & Associates, Inc               Gary Goldberg & Co.                   Leaders Group Inc.
 Cambridge Investment Research, Inc.    Geneos Wealth Management, Inc.        Legacy Advisors, LLC
 Cantella & Co., Inc                    Genworth Financial Securities         Legacy Financial Services, Inc.
 Capital Analysts                       Corporation                           Legend Equities Corporation
 Capital Financial Services             Girard Securities, Inc.               Legend Securities, Inc.
 Capital Investment Group               Goldman Sachs Asset Management        Leonard & Company
 Capital One Investments                Great American Advisors, Inc.         Lewis Financial Group, L.C.
 Capital Securities Management,         GunnAllen Financial, Inc.             Lincoln Financial Advisors
 Centaurus Financial, Inc.              GWN Securities, Inc.                  Lincoln Investment Planning
 CFD Investments, Inc.                  H&R Block Financial Advisors, Inc.    Linsco Private Ledger Corp
- ---------------------------------------------------------------------------------------------------------------


                                      124




                                                                    
 Lombard Securities Inc.              Prudential Financial                 Synergy Investment Group, LLC
 M Holdings Securities, Inc           Prudential Securities Incorporated   T. Rowe Price Associates
 Main Street Securities, LLC          QA3 Financial Corp.                  TFS Securities, Inc.
 MarketMax                            Questar Capital Corporation          The Investment Center, Inc.
 Medallion Investment Services        R. Seelaus & Co., Inc.               Tower Square Securities Inc
 MFS                                  Rampart Financial Services Inc       Transamerica Financial Advisors
 Michigan Securities, Inc.            Raymond James & Associates           Triad Advisors, Inc.
 MML Investors Services, Inc.         Raymond James Financial Services     Trustmont Financial Group, Inc.
 Money Concepts Capital Corp.         RBC Dain Rauscher                    UBS Financial Services, Inc.
 Moors & Cabot, Inc                   Resource Horizon Group, LLC          United Planners Financial Services of
 Morgan Keegan                        Resource Marketing                   America
 MTL Equity Products, Inc.            Rhodes Securities, Inc.              United Securities Alliance, Inc.
 Multi Financial Securities Corp.     RNR Securities, L.L.C.               USA Financial Securities Corporation
 Mutual Service Corporation           Robert W. Baird & Co., Inc.          UVEST Financial Services Group, Inc.
 Mutual Trust Co. of America Sec      Royal Alliance                       Valley National Investments, Inc.
 National Planning Corporation        Ryan Beck & Co, Inc.                 Veritrust Financial LLC
 Neuberger/Berman                     Rydex Distributors Inc               VSR Financial Services, Inc.
 New England Securities               SAIC                                 Wachovia Bank
 Next Financial Group, Inc.           Sammons Securities                   Wachovia Wirehouse
 NFP Securities, Inc.                 Saunders Discount Brokerage          Wall Street Financial Group
 North Ridge Securities Corp.         Scottsdale Capital Advisors          Walnut Street Securities
 Oppenheimer & Co, Inc.               Securian Financial Services, Inc.    Waterstone Financial Group Inc
 Pacific West Securities, Inc.        Securities America, Inc.             Waterstone Investor Services
 Packerland Brokerage Svcs, Inc       Securities Service Network           Webster Investment Services, Inc.
 Partnervest Securities, Inc.         Sentra/Spelman                       Wellstone Securities, LLC
 Paulson Investment Company, Inc.     Sigma Financial Corporation          Westcom Financial Services
 Planmember Securities Corporation    Signator Investor, Inc               Wilbanks Securities, Inc.
 PNC Investment                       SII Investments, Inc.                Williams Financial Group
 Preferred Financial Group            Silver Oaks Securities               Woodbury Financial Services, Inc.
 Presidential Brokerage               Stanford Group Company               World Choice Securities, Inc.
 PrimeVest Financial Services         Stifel Nicolaus & Co., Inc.          World Equity Group, Inc.
 Principal Financial Group            Summit Brokerage Services, Inc       World Group Securities, Inc.
 ProEquities, Inc                     Summit Equities, Incorporated        Worth Financial Group, Inc.
 Prospera Financial Svcs, Inc.        SunAmerica Securities                WRP Investments, Inc.
 Pruco Securities                     Sunset Financial Services, Inc       Your Money Matters Brokerage
 Prudential Annuities                 SWS Financial Services, Inc
- -----------------------------------------------------------------------------------------------------------------


 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; 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.

                                      125



                               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, 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

                                      126



 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 17th 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.

 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.

                                      127



 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

                                      128



              AMERICAN SKANDIA ADVISORS CHOICE(R) 2000 PROSPECTUS

     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. 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 table shows for the 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.

                              Advisors Choice 2000
                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                              --           $15.90            411,852
    1/1/2006 to 12/31/2006                          $15.90           $19.14            412,527
    1/1/2007 to 12/31/2007                          $19.14           $20.53            452,611
- ----------------------------------------------------------------------------------------------------
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                              --           $17.34          2,117,272
    1/1/2006 to 12/31/2006                          $17.34           $20.56          1,505,204
    1/1/2007 to 12/31/2007                          $20.56           $23.99          1,246,698


                                     A-129





                                                                                    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
    1/1/2002 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                       --           $16.98            151,571
    1/1/2006 to 12/31/2006                   $16.98           $21.21            275,386
    1/1/2007 to 12/31/2007                   $21.21           $24.49            415,333
- ---------------------------------------------------------------------------------------------
AST MFS Global 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                       --           $15.04            185,240
    1/1/2006 to 12/31/2006                   $15.04           $18.32            190,286
    1/1/2007 to 12/31/2007                   $18.32           $19.64            145,391
- ---------------------------------------------------------------------------------------------
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                       --           $12.23            105,281
    1/1/2006 to 12/31/2006                   $12.23           $13.50            116,763
    1/1/2007 to 12/31/2007                   $13.50           $14.18            168,599
- ---------------------------------------------------------------------------------------------
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                       --           $14.82             76,370
    1/1/2006 to 12/31/2006                   $14.82           $15.65             81,269
    1/1/2007 to 12/31/2007                   $15.65           $18.20            105,233
- ---------------------------------------------------------------------------------------------
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                       --           $21.18            675,624
    1/1/2006 to 12/31/2006                   $21.18           $23.44            555,919
    1/1/2007 to 12/31/2007                   $23.44           $25.55            471,679
- ---------------------------------------------------------------------------------------------
AST Goldman Sachs 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                       --           $16.91                  0
    1/1/2006 to 12/31/2006                   $16.91           $19.43                  0
    1/1/2007 to 12/31/2007                   $19.43           $18.06                  0
- ---------------------------------------------------------------------------------------------
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                       --           $16.00          1,367,354
    1/1/2006 to 12/31/2006                   $16.00           $18.82          1,007,185
    1/1/2007 to 12/31/2007                   $18.82           $17.41            986,053


                                     A-130





                                                                                  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 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                     --           $16.82            245,002
    1/1/2006 to 12/31/2006                 $16.82           $19.77            203,936
    1/1/2007 to 12/31/2007                 $19.77           $15.93            230,960
- -------------------------------------------------------------------------------------------
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                     --           $14.91            701,854
    1/1/2006 to 12/31/2006                 $14.91           $15.53            516,950
    1/1/2007 to 12/31/2007                 $15.53           $18.16            440,329
- -------------------------------------------------------------------------------------------
AST Neuberger Berman 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                     --           $15.40            330,873
    1/1/2006 to 12/31/2006                 $15.40           $17.21            308,969
    1/1/2007 to 12/31/2007                 $17.21           $20.61            409,243
- -------------------------------------------------------------------------------------------
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                     --           $17.62          1,232,726
    1/1/2006 to 12/31/2006                 $17.62           $19.12            959,021
    1/1/2007 to 12/31/2007                 $19.12           $19.33            859,161
- -------------------------------------------------------------------------------------------
AST Alger All-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 12/2/2005                      --           $15.12                  0
- -------------------------------------------------------------------------------------------
AST 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                     --           $15.61            156,240
    1/1/2006 to 12/31/2006                 $15.61           $17.48            128,923
    1/1/2007 to 12/31/2007                 $17.48           $17.60            135,453
- -------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources
    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                     --           $22.61            291,124
    1/1/2006 to 12/31/2006                 $22.61           $25.68            307,012
    1/1/2007 to 12/31/2007                 $25.68           $35.36            389,732
- -------------------------------------------------------------------------------------------
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                     --           $13.39            179,576
    1/1/2006 to 12/31/2006                 $13.39           $13.86            424,274
    1/1/2007 to 12/31/2007                 $13.86           $14.70            670,101


                                     A-131





                                                                                       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                                           --                 --
    1/1/2003 to 12/31/2003                          --               --                 --
    1/1/2004 to 12/31/2004                          --               --                 --
    1/1/2005 to 12/31/2005                          --           $12.89            553,235
    1/1/2006 to 12/31/2006                      $12.89           $13.85            418,858
    1/1/2007 to 12/31/2007                      $13.85           $15.62            401,782
- ------------------------------------------------------------------------------------------------
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                          --           $14.58          4,378,768
    1/1/2006 to 12/31/2006                      $14.58           $15.32          3,475,065
    1/1/2007 to 12/31/2007                      $15.32           $17.26          3,049,331
- ------------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated 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                          --           $11.95            143,016
    1/1/2006 to 12/31/2006                      $11.95           $12.88            143,727
    1/1/2007 to 12/31/2007                      $12.88           $14.39            168,462
- ------------------------------------------------------------------------------------------------
AST DeAm 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                          --           $15.36            278,564
    1/1/2006 to 12/31/2006                      $15.36           $18.32            539,030
    1/1/2007 to 12/31/2007                      $18.32           $18.16            417,115
- ------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + 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 12/2/2005                           --           $14.38                  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                          --           $14.63            256,525
    1/1/2006 to 12/31/2006                      $14.63           $17.40            446,357
    1/1/2007 to 12/31/2007                      $17.40           $16.44            422,432
- ------------------------------------------------------------------------------------------------
AST Cohen & Steers Real Estate
    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                          --           $21.16            199,018
    1/1/2006 to 12/31/2006                      $21.16           $28.35            318,743
    1/1/2007 to 12/31/2007                      $28.35           $22.24            246,476
- ------------------------------------------------------------------------------------------------
AST Alliance Bernstein Managed Index 500
    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                          --           $13.38            463,127
    1/1/2006 to 12/31/2006                      $13.38           $14.77            411,412
    1/1/2007 to 12/31/2007                      $14.77           $14.78            293,752


                                     A-132





                                                                                                 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 Income & 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                                    --           $14.12            238,151
    1/1/2006 to 12/31/2006                                $14.12           $16.18            278,461
    1/1/2007 to 12/31/2007                                $16.18           $15.83            367,074
- ----------------------------------------------------------------------------------------------------------
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                                    --           $14.25          4,265,750
    1/1/2006 to 12/31/2006                                $14.25           $16.38          2,911,174
    1/1/2007 to 12/31/2007                                $16.38           $16.87          2,485,922
- ----------------------------------------------------------------------------------------------------------
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                                    --           $13.73            405,887
    1/1/2006 to 12/31/2006                                $13.73           $15.94            464,393
    1/1/2007 to 12/31/2007                                $15.94           $15.16            520,419
- ----------------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha
 formerly, AST Global Allocation
    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                                    --           $13.28             96,396
    1/1/2006 to 12/31/2006                                $13.28           $14.46            103,991
    1/1/2007 to 12/31/2007                                $14.46           $14.45            457,631
- ----------------------------------------------------------------------------------------------------------
AST American Century Strategic Allocation
 formerly, AST American Century Strategic Balanced
    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                                    --           $12.71            219,955
    1/1/2006 to 12/31/2006                                $12.71           $13.66            187,318
    1/1/2007 to 12/31/2007                                $13.66           $14.58            170,010
- ----------------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation
    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                                    --           $13.53            401,044
    1/1/2006 to 12/31/2006                                $13.53           $14.92            549,051
    1/1/2007 to 12/31/2007                                $14.92           $15.54          1,003,846
- ----------------------------------------------------------------------------------------------------------
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                                    --           $11.37          1,035,774
    1/1/2006 to 12/31/2006                                $11.37           $11.84            798,214
    1/1/2007 to 12/31/2007                                $11.84           $12.72            851,066


                                     A-133





                                                                                               Number of
                                                         Accumulation  Accumulation         Accumulation
                                                        Unit Value at Unit Value at Units Outstanding at
                                                  Beginning of Period End of Period        End of Period
                                                                           
- --------------------------------------------------------------------------------------------------------
AST High Yield
 formerly, AST High Yield 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                                  --           $13.19            582,997
    1/1/2006 to 12/31/2006                              $13.19           $14.27            694,301
    1/1/2007 to 12/31/2007                              $14.27           $14.33            558,873
- --------------------------------------------------------------------------------------------------------
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                                  --           $12.42          1,672,135
    1/1/2006 to 12/31/2006                              $12.42           $13.37          1,365,237
    1/1/2007 to 12/31/2007                              $13.37           $13.90          1,124,709
- --------------------------------------------------------------------------------------------------------
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                                  --           $10.84          2,236,621
    1/1/2006 to 12/31/2006                              $10.84           $11.02          2,081,850
    1/1/2007 to 12/31/2007                              $11.02           $11.70          2,256,466
- --------------------------------------------------------------------------------------------------------
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                                  --           $10.17          4,545,782
    1/1/2006 to 12/31/2006                              $10.17           $10.35          3,593,391
    1/1/2007 to 12/31/2007                              $10.35           $10.83          3,257,914
- --------------------------------------------------------------------------------------------------------
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                                  --            $9.80          2,581,451
    1/1/2006 to 12/31/2006                               $9.80           $10.04          1,916,776
    1/1/2007 to 12/31/2007                              $10.04           $10.33          4,181,059
- --------------------------------------------------------------------------------------------------------
Gartmore NVIT Developing Markets Fund
 formerly, Gartmore GVIT Developing Markets 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                                  --           $23.52            224,533
    1/1/2006 to 12/31/2006                              $23.52           $31.02            274,947
    1/1/2007 to 12/31/2007                              $31.02           $43.62            484,276
- --------------------------------------------------------------------------------------------------------
WFVT Advantage Equity 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                                  --           $13.77             39,457
    1/1/2006 to 12/31/2006                              $13.77           $16.00             77,725
    1/1/2007 to 12/31/2007                              $16.00           $16.12             40,362


                                     A-134





                                                                                 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.--Dynamics
    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                    --           $15.80            54,814
    1/1/2006 to 12/31/2006                $15.80           $17.98            59,124
    1/1/2007 to 12/31/2007                $17.98           $19.76            54,429
- ------------------------------------------------------------------------------------------
AIM V.I.--Technology
    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                    --               --                --
    1/1/2006 to 12/31/2006                    --               --                --
    1/1/2007 to 12/31/2007                    --               --                --
- ------------------------------------------------------------------------------------------
AIM V.I.--Health Sciences
    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                    --           $13.31           122,355
    1/1/2006 to 12/31/2006                $13.31           $13.73           130,283
    1/1/2007 to 12/31/2007                $13.73           $15.05           108,427
- ------------------------------------------------------------------------------------------
AIM V.I.--Financial Services
    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                    --           $13.92           170,808
    1/1/2006 to 12/31/2006                $13.92           $15.89            91,327
    1/1/2007 to 12/31/2007                $15.89           $12.11            50,770
- ------------------------------------------------------------------------------------------
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                    --           $13.88           164,045
    1/1/2006 to 12/31/2006                $13.88           $16.75           160,932
    1/1/2007 to 12/31/2007                $16.75           $18.88           219,534
- ------------------------------------------------------------------------------------------
Evergreen VA--Special 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 4/15/2005                     --           $13.54                 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                    --           $14.10            31,596
    1/1/2006 to 12/31/2006                $14.10           $14.65            15,185
    1/1/2007 to 12/31/2007                $14.65           $16.08            15,093
- ------------------------------------------------------------------------------------------
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                    --           $11.41           120,154
    1/1/2006 to 12/31/2006                $11.41           $12.42            49,463
    1/1/2007 to 12/31/2007                $12.42           $13.51            80,806


                                     A-135





                                                                            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--Europe 30
    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               --           $15.65           374,171
    1/1/2006 to 12/31/2006           $15.65           $18.02           508,415
    1/1/2007 to 12/31/2007           $18.02           $20.23           151,796
- -------------------------------------------------------------------------------------
ProFund VP--Asia 30
    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               --           $18.20            98,832
    1/1/2006 to 12/31/2006           $18.20           $24.84           227,691
    1/1/2007 to 12/31/2007           $24.84           $35.97           247,412
- -------------------------------------------------------------------------------------
ProFund VP--Japan
    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               --           $18.59           107,391
    1/1/2006 to 12/31/2006           $18.59           $20.19            63,570
    1/1/2007 to 12/31/2007           $20.19           $17.80            23,531
- -------------------------------------------------------------------------------------
ProFund VP--Banks
    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               --           $13.77             7,375
    1/1/2006 to 12/31/2006           $13.77           $15.58            11,704
    1/1/2007 to 12/31/2007           $15.58           $11.10             8,235
- -------------------------------------------------------------------------------------
ProFund VP--Basic Materials
    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               --           $14.46            45,735
    1/1/2006 to 12/31/2006           $14.46           $16.36            43,606
    1/1/2007 to 12/31/2007           $16.36           $20.96            85,213
- -------------------------------------------------------------------------------------
ProFund VP--Biotechnology
    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               --               --                --
    1/1/2006 to 12/31/2006               --               --                --
    1/1/2007 to 12/31/2007               --               --                --
- -------------------------------------------------------------------------------------
ProFund VP--Consumer Services
    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             8,192
    1/1/2006 to 12/31/2006           $11.47           $12.59            12,510
    1/1/2007 to 12/31/2007           $12.59           $11.32            10,149


                                     A-136





                                                                            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
    1/1/2002 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             9,786
    1/1/2006 to 12/31/2006           $12.02           $13.26            26,778
    1/1/2007 to 12/31/2007           $13.26           $13.98           131,891
- -------------------------------------------------------------------------------------
ProFund VP--Oil & Gas
    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               --           $19.77           137,222
    1/1/2006 to 12/31/2006           $19.77           $23.38           112,400
    1/1/2007 to 12/31/2007           $23.38           $30.35           124,434
- -------------------------------------------------------------------------------------
ProFund VP--Financial
    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               --           $13.71            36,201
    1/1/2006 to 12/31/2006           $13.71           $15.76            57,563
    1/1/2007 to 12/31/2007           $15.76           $12.49            47,802
- -------------------------------------------------------------------------------------
ProFund VP--Healthcare
    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               --           $11.50            64,175
    1/1/2006 to 12/31/2006           $11.50           $11.87            65,217
    1/1/2007 to 12/31/2007           $11.87           $12.39           165,073
- -------------------------------------------------------------------------------------
ProFund VP--Industrial
    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               --           $14.30             6,749
    1/1/2006 to 12/31/2006           $14.30           $15.65             2,765
    1/1/2007 to 12/31/2007           $15.65           $17.13            48,821
- -------------------------------------------------------------------------------------
ProFund VP--Internet
    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               --               --                --
    1/1/2006 to 12/31/2006               --               --                --
    1/1/2007 to 12/31/2007               --               --                --
- -------------------------------------------------------------------------------------
ProFund VP--Pharmaceuticals
    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               --            $8.35            14,623
    1/1/2006 to 12/31/2006            $8.35            $9.18           131,883
    1/1/2007 to 12/31/2007            $9.18            $9.21            43,535


                                     A-137





                                                                             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--Precious Metals
    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                --           $16.85           129,263
    1/1/2006 to 12/31/2006            $16.85           $17.73           260,007
    1/1/2007 to 12/31/2007            $17.73           $21.27           337,030
- --------------------------------------------------------------------------------------
ProFund VP--Real Estate
    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                --           $17.36            41,820
    1/1/2006 to 12/31/2006            $17.36           $22.55           109,436
    1/1/2007 to 12/31/2007            $22.55           $17.76            46,436
- --------------------------------------------------------------------------------------
ProFund VP--Semiconductor
    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                --               --                --
    1/1/2006 to 12/31/2006                --               --                --
    1/1/2007 to 12/31/2007                --               --                --
- --------------------------------------------------------------------------------------
ProFund VP--Technology
    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                --               --                --
    1/1/2006 to 12/31/2006                --               --                --
    1/1/2007 to 12/31/2007                --               --                --
- --------------------------------------------------------------------------------------
ProFund VP--Telecommunications
    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                --           $10.43            11,185
    1/1/2006 to 12/31/2006            $10.43           $13.73            76,146
    1/1/2007 to 12/31/2007            $13.73           $14.58            86,034
- --------------------------------------------------------------------------------------
ProFund VP--Utilities
    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                --           $16.59            65,915
    1/1/2006 to 12/31/2006            $16.59           $19.38           160,549
    1/1/2007 to 12/31/2007            $19.38           $22.00           259,803
- --------------------------------------------------------------------------------------
ProFund VP--Bull
    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                --           $12.88           482,071
    1/1/2006 to 12/31/2006            $12.88           $14.35           338,211
    1/1/2007 to 12/31/2007            $14.35           $14.56           203,530


                                     A-138





                                                                               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--Bear
    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                  --            $6.36           481,337
    1/1/2006 to 12/31/2006               $6.36            $5.77           113,831
    1/1/2007 to 12/31/2007               $5.77            $5.68           186,155
- ----------------------------------------------------------------------------------------
ProFund VP--Ultra Bull
    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                  --               --                --
    1/1/2006 to 12/31/2006                  --               --                --
    1/1/2007 to 12/31/2007                  --               --                --
- ----------------------------------------------------------------------------------------
ProFund VP NASDAQ-100
 formerly, ProFund VP--OTC
    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                  --           $14.05           151,639
    1/1/2006 to 12/31/2006              $14.05           $14.53            85,525
    1/1/2007 to 12/31/2007              $14.53           $16.74           200,264
- ----------------------------------------------------------------------------------------
ProFund VP Short NASDAQ-100
 formerly, ProFund VP--Short OTC
    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                  --            $5.52           144,312
    1/1/2006 to 12/31/2006               $5.52            $5.33           198,868
    1/1/2007 to 12/31/2007               $5.33            $4.62            64,998
- ----------------------------------------------------------------------------------------
ProFund VP UltraNASDAQ-100
 formerly, ProFund VP--UltraOTC
    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                  --               --                --
    1/1/2006 to 12/31/2006                  --               --                --
    1/1/2007 to 12/31/2007                  --               --                --
- ----------------------------------------------------------------------------------------
ProFund VP--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                  --           $16.23           101,182
    1/1/2006 to 12/31/2006              $16.23           $17.86            98,979
    1/1/2007 to 12/31/2007              $17.86           $17.67            72,375
- ----------------------------------------------------------------------------------------
ProFund VP--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                  --           $14.60           396,894
    1/1/2006 to 12/31/2006              $14.60           $14.88           271,685
    1/1/2007 to 12/31/2007              $14.88           $16.29            86,246


                                     A-139





                                                                                   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--UltraMid-Cap
    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                      --           $23.77           132,000
    1/1/2006 to 12/31/2006                  $23.77           $25.78           158,772
    1/1/2007 to 12/31/2007                  $25.78           $26.76           114,155
- --------------------------------------------------------------------------------------------
ProFund VP--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                      --           $16.07            79,114
    1/1/2006 to 12/31/2006                  $16.07           $18.49           107,760
    1/1/2007 to 12/31/2007                  $18.49           $16.81            41,638
- --------------------------------------------------------------------------------------------
ProFund VP--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                      --           $16.13           456,506
    1/1/2006 to 12/31/2006                  $16.13           $17.18           462,614
    1/1/2007 to 12/31/2007                  $17.18           $17.52            63,774
- --------------------------------------------------------------------------------------------
ProFund VP--UltraSmall-Cap
    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                      --               --                --
    1/1/2006 to 12/31/2006                      --               --                --
    1/1/2007 to 12/31/2007                      --               --                --
- --------------------------------------------------------------------------------------------
ProFund VP--U.S. Government Plus
    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                      --           $11.03           250,769
    1/1/2006 to 12/31/2006                  $11.03           $10.31            50,931
    1/1/2007 to 12/31/2007                  $10.31           $11.13           348,555
- --------------------------------------------------------------------------------------------
ProFund VP--Rising Rates Opportunity
    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                      --            $7.18           354,909
    1/1/2006 to 12/31/2006                   $7.18            $7.75           471,789
    1/1/2007 to 12/31/2007                   $7.75            $7.20           160,197
- --------------------------------------------------------------------------------------------
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                      --           $10.54                 0
    1/1/2006 to 12/31/2006                  $10.54           $11.32                 0
    1/1/2007 to 12/31/2007                  $11.32           $11.66                 0


                                     A-140





                                                                                           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
    1/1/2002 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                              --               --                 --
    1/1/2006 to 12/31/2006                              --               --                 --
    1/1/2007 to 12/31/2007                              --               --                 --
- ----------------------------------------------------------------------------------------------------
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                              --               --                 --
    1/1/2005 to 12/31/2005                              --           $12.76            179,027
    1/1/2006 to 12/31/2006                          $12.76           $17.32            390,251
    1/1/2007 to 12/31/2007                          $17.32           $19.23            383,026
- ----------------------------------------------------------------------------------------------------
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                              --               --                 --
    1/1/2005 to 12/31/2005                              --           $11.87          2,270,636
    1/1/2006 to 12/31/2006                          $11.87           $12.98          1,547,684
    1/1/2007 to 12/31/2007                          $12.98           $13.92            908,064
- ----------------------------------------------------------------------------------------------------
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                              --               --                 --
    1/1/2005 to 12/31/2005                              --               --                 --
    1/1/2006 to 12/31/2006                              --               --                 --
    1/1/2007 to 12/31/2007                              --               --                 --
- ----------------------------------------------------------------------------------------------------
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                              --               --                 --
    1/1/2005 to 12/31/2005                              --           $10.94            100,938
    1/1/2006 to 12/31/2006                          $10.94           $11.04             93,918
    1/1/2007 to 12/31/2007                          $11.04           $11.27             68,322
- ----------------------------------------------------------------------------------------------------
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                              --               --                 --
    1/1/2005 to 12/31/2005                              --            $9.92            133,119
    1/1/2006 to 12/31/2006                           $9.92           $12.20            182,794
    1/1/2007 to 12/31/2007                          $12.20           $12.04            183,748
- ----------------------------------------------------------------------------------------------------
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                              --            $9.74          1,008,759
    1/1/2006 to 12/31/2006                           $9.74           $11.27            602,702
    1/1/2007 to 12/31/2007                          $11.27           $11.17            380,133


                                     A-141





                                                                               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 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                  --               --                --
    1/1/2005 to 12/31/2005                  --               --                --
    1/1/2006 to 12/31/2006                  --               --                --
    1/1/2007 to 12/31/2007                  --               --                --
- ----------------------------------------------------------------------------------------
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                  --               --                --
    1/1/2005 to 12/31/2005                  --           $10.26            82,641
    1/1/2006 to 12/31/2006              $10.26           $10.96           451,172
    1/1/2007 to 12/31/2007              $10.96           $11.49           181,009
- ----------------------------------------------------------------------------------------
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                  --               --                --
    1/1/2005 to 12/31/2005                  --           $10.46            48,990
    1/1/2006 to 12/31/2006              $10.46           $12.17           382,210
    1/1/2007 to 12/31/2007              $12.17           $11.94           126,309
- ----------------------------------------------------------------------------------------
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                  --               --                --
    1/1/2005 to 12/31/2005                  --               --                --
    1/1/2006 to 12/31/2006                  --               --                --
    1/1/2007 to 12/31/2007                  --               --                --
- ----------------------------------------------------------------------------------------
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                  --               --                --
    1/1/2005 to 12/31/2005                  --               --                --
    1/1/2006 to 12/31/2006                  --               --                --
    1/1/2007 to 12/31/2007                  --               --                --
- ----------------------------------------------------------------------------------------
Rydex Nova
    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                  --           $14.97                 0
    1/1/2006 to 12/31/2006              $14.97           $17.50                 0
    1/1/2007 to 12/31/2007              $17.50           $17.34                 0
- ----------------------------------------------------------------------------------------
Rydex OTC
    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                  --           $14.16                 0
    1/1/2006 to 12/31/2006              $14.16           $14.68                 0
    1/1/2007 to 12/31/2007              $14.68           $16.94                 0


                                     A-142





                                                                                               Number of
                                                         Accumulation  Accumulation         Accumulation
                                                        Unit Value at Unit Value at Units Outstanding at
                                                  Beginning of Period End of Period        End of Period
                                                                           
- --------------------------------------------------------------------------------------------------------
Rydex Inverse S&P 500 Strategy Fund
 formerly, Rydex Inverse S&P 500
    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                                  --            $6.49                  0
    1/1/2006 to 12/31/2006                               $6.49            $5.88                  0
    1/1/2007 to 12/31/2007                               $5.88            $5.81                  0
- --------------------------------------------------------------------------------------------------------
SP International Growth
 formerly, SP William Blair 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                                  --           $12.01             84,098
    1/1/2006 to 12/31/2006                              $12.01           $14.24            116,491
    1/1/2007 to 12/31/2007                              $14.24           $16.69            188,920
- --------------------------------------------------------------------------------------------------------
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                                  --            $9.99            111,044
    1/1/2006 to 12/31/2006                               $9.99           $11.33            744,811
    1/1/2007 to 12/31/2007                              $11.33           $12.17            906,776
- --------------------------------------------------------------------------------------------------------
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                                  --           $10.00            383,419
    1/1/2006 to 12/31/2006                              $10.00           $11.15          6,613,267
    1/1/2007 to 12/31/2007                              $11.15           $11.98          8,926,725
- --------------------------------------------------------------------------------------------------------
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                                  --           $10.01            312,604
    1/1/2006 to 12/31/2006                              $10.01           $10.97          5,065,695
    1/1/2007 to 12/31/2007                              $10.97           $11.74          8,136,541
- --------------------------------------------------------------------------------------------------------
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                                  --           $10.02            159,724
    1/1/2006 to 12/31/2006                              $10.02           $10.86          1,685,657
    1/1/2007 to 12/31/2007                              $10.86           $11.61          2,790,774
- --------------------------------------------------------------------------------------------------------
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                                  --           $10.03              5,527
    1/1/2006 to 12/31/2006                              $10.03           $10.62            632,804
    1/1/2007 to 12/31/2007                              $10.62           $11.31          1,601,195


                                     A-143





                                                                                                    Number of
                                                              Accumulation  Accumulation         Accumulation
                                                             Unit Value at Unit Value at Units Outstanding at
                                                       Beginning of Period End of Period        End of Period
                                                                                
- -------------------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    3/20/2006* to 12/31/2006                                 $10.00           $10.63          1,290,825
    1/1/2007 to 12/31/2007                                   $10.63           $11.41          2,559,214
- -------------------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Portfolio
    3/20/2006* to 12/31/2006                                 $10.00           $10.45          1,651,620
    1/1/2007 to 12/31/2007                                   $10.45           $11.41          2,784,630
- -------------------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    3/20/2006* to 12/31/2006                                 $10.00           $10.55          2,113,521
    1/1/2007 to 12/31/2007                                   $10.55           $11.22          2,818,505
- -------------------------------------------------------------------------------------------------------------
WFVT Advantage C&B 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                                       --           $13.51                930
    1/1/2006 to 12/31/2006                                   $13.51           $16.17                929
    1/1/2007 to 12/31/2007                                   $16.17           $15.66                928
- -------------------------------------------------------------------------------------------------------------
AST CLS Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $11.50             12,898
- -------------------------------------------------------------------------------------------------------------
AST CLS Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $10.03              9,410
- -------------------------------------------------------------------------------------------------------------
AST Horizon Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $10.18                261
- -------------------------------------------------------------------------------------------------------------
AST Horizon Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $10.16             11,680
- -------------------------------------------------------------------------------------------------------------
AST Niemann Capital Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $10.00              1,495
- -------------------------------------------------------------------------------------------------------------
AST Western Asset Core Plus Bond Portfolio
    11/19/2007* to 12/31/2007                                $10.00            $9.98            207,560

 *  Denotes the start date of these sub-accounts.

                              Advisors Choice 2000
                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
    1/1/1994 to 12/31/1994                                           $10.36           199,313
    1/1/1995 to 12/31/1995                          $10.36           $11.29           452,589
    1/1/1996 to 12/31/1996                          $11.29           $12.27           408,066
    1/1/1997 to 12/31/1997                          $12.27           $14.38           477,264
    1/1/1998 to 12/31/1998                          $14.38           $17.16           485,513
    1/1/1999 to 12/31/1999                          $17.16           $27.98           425,100
    1/1/2000 to 12/31/2000                          $27.98           $20.44           481,172
    1/1/2001 to 12/31/2001                          $20.44           $15.68           332,333
    1/1/2002 to 12/31/2002                          $15.68           $12.71           254,902
    1/1/2003 to 12/31/2003                          $12.71           $16.49           219,979
    1/1/2004 to 12/31/2004                          $16.49           $19.19           239,273
    1/1/2005 to 12/31/2005                          $19.19           $21.17           307,973
    1/1/2006 to 12/31/2006                          $21.17           $25.82           277,002
    1/1/2007 to 12/31/2007                          $25.82           $28.08           241,370


                                     A-144





                                                                            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
    1/1/1994 to 12/31/1994                                --                 --
    1/1/1995 to 12/31/1995               --               --                 --
    1/1/1996 to 12/31/1996               --               --                 --
    1/1/1997 to 12/31/1997               --           $11.78            235,801
    1/1/1998 to 12/31/1998           $11.78           $13.60            729,573
    1/1/1999 to 12/31/1999           $13.60           $24.68            962,018
    1/1/2000 to 12/31/2000           $24.68           $18.48            792,703
    1/1/2001 to 12/31/2001           $18.48           $14.04            539,241
    1/1/2002 to 12/31/2002           $14.04           $10.37            371,174
    1/1/2003 to 12/31/2003           $10.37           $14.43            536,475
    1/1/2004 to 12/31/2004           $14.43           $16.65          1,259,678
    1/1/2005 to 12/31/2005           $16.65           $19.28          1,305,988
    1/1/2006 to 12/31/2006           $19.28           $23.18          1,047,521
    1/1/2007 to 12/31/2007           $23.18           $27.41            871,674
- -------------------------------------------------------------------------------------
AST International Value
    1/1/1994 to 12/31/1994                                --                 --
    1/1/1995 to 12/31/1995               --           $10.27            137,991
    1/1/1996 to 12/31/1996           $10.27           $11.49            278,460
    1/1/1997 to 12/31/1997           $11.49           $11.63            203,237
    1/1/1998 to 12/31/1998           $11.63           $12.82            230,548
    1/1/1999 to 12/31/1999           $12.82           $24.16            274,671
    1/1/2000 to 12/31/2000           $24.16           $16.73            344,664
    1/1/2001 to 12/31/2001           $16.73           $11.27            232,142
    1/1/2002 to 12/31/2002           $11.27            $9.29            200,531
    1/1/2003 to 12/31/2003            $9.29           $12.36            283,809
    1/1/2004 to 12/31/2004           $12.36           $14.86            275,575
    1/1/2005 to 12/31/2005           $14.86           $16.79            245,299
    1/1/2006 to 12/31/2006           $16.79           $21.26            305,421
    1/1/2007 to 12/31/2007           $21.26           $24.88            328,815
- -------------------------------------------------------------------------------------
AST MFS Global Equity
    1/1/1994 to 12/31/1994                                --                 --
    1/1/1995 to 12/31/1995               --               --                 --
    1/1/1996 to 12/31/1996               --               --                 --
    1/1/1997 to 12/31/1997               --               --                 --
    1/1/1998 to 12/31/1998               --               --                 --
    1/1/1999 to 12/31/1999               --           $11.03                213
    1/1/2000 to 12/31/2000           $11.03           $10.17             11,623
    1/1/2001 to 12/31/2001           $10.17            $9.09             47,989
    1/1/2002 to 12/31/2002            $9.09            $7.93            114,507
    1/1/2003 to 12/31/2003            $7.93           $10.01            126,748
    1/1/2004 to 12/31/2004           $10.01           $11.78            392,469
    1/1/2005 to 12/31/2005           $11.78           $12.59            277,405
    1/1/2006 to 12/31/2006           $12.59           $15.54            367,076
    1/1/2007 to 12/31/2007           $15.54           $16.90            293,745


                                     A-145





                                                                                    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
    1/1/1994 to 12/31/1994                                    $10.69            96,278
    1/1/1995 to 12/31/1995                   $10.69           $14.04           221,840
    1/1/1996 to 12/31/1996                   $14.04           $16.71           271,845
    1/1/1997 to 12/31/1997                   $16.71           $17.57           399,262
    1/1/1998 to 12/31/1998                   $17.57           $18.07           506,384
    1/1/1999 to 12/31/1999                   $18.07           $43.43           690,331
    1/1/2000 to 12/31/2000                   $43.43           $22.37           369,812
    1/1/2001 to 12/31/2001                   $22.37           $20.79           337,538
    1/1/2002 to 12/31/2002                   $20.79           $13.55           242,006
    1/1/2003 to 12/31/2003                   $13.55           $19.55           208,990
    1/1/2004 to 12/31/2004                   $19.55           $18.07           150,542
    1/1/2005 to 12/31/2005                   $18.07           $18.22           162,829
    1/1/2006 to 12/31/2006                   $18.22           $20.39           112,216
    1/1/2007 to 12/31/2007                   $20.39           $21.70           104,978
- ---------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth
 formerly, AST DeAM Small-Cap Growth
    1/1/1994 to 12/31/1994                                        --                --
    1/1/1995 to 12/31/1995                       --               --                --
    1/1/1996 to 12/31/1996                       --               --                --
    1/1/1997 to 12/31/1997                       --               --                --
    1/1/1998 to 12/31/1998                       --               --                --
    1/1/1999 to 12/31/1999                       --           $15.49           608,042
    1/1/2000 to 12/31/2000                   $15.49           $12.16           727,887
    1/1/2001 to 12/31/2001                   $12.16            $8.65           711,997
    1/1/2002 to 12/31/2002                    $8.65            $6.32           493,736
    1/1/2003 to 12/31/2003                    $6.32            $9.27           574,817
    1/1/2004 to 12/31/2004                    $9.27           $10.07           411,807
    1/1/2005 to 12/31/2005                   $10.07           $10.05           346,229
    1/1/2006 to 12/31/2006                   $10.05           $10.75           242,350
    1/1/2007 to 12/31/2007                   $10.75           $12.68           290,952
- ---------------------------------------------------------------------------------------------
AST Federated Aggressive Growth
    1/1/1994 to 12/31/1994                                        --                --
    1/1/1995 to 12/31/1995                       --               --                --
    1/1/1996 to 12/31/1996                       --               --                --
    1/1/1997 to 12/31/1997                       --               --                --
    1/1/1998 to 12/31/1998                       --               --                --
    1/1/1999 to 12/31/1999                       --               --                --
    1/1/2000 to 12/31/2000                       --            $9.09             8,370
    1/1/2001 to 12/31/2001                    $9.09            $7.17           212,523
    1/1/2002 to 12/31/2002                    $7.17            $5.04           276,968
    1/1/2003 to 12/31/2003                    $5.04            $8.49           322,365
    1/1/2004 to 12/31/2004                    $8.49           $10.38           477,568
    1/1/2005 to 12/31/2005                   $10.38           $11.29           451,208
    1/1/2006 to 12/31/2006                   $11.29           $12.66           493,437
    1/1/2007 to 12/31/2007                   $12.66           $13.99           353,469


                                     A-146





                                                                                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 Small-Cap Value
    1/1/1994 to 12/31/1994                                    --                --
    1/1/1995 to 12/31/1995                   --               --                --
    1/1/1996 to 12/31/1996                   --               --                --
    1/1/1997 to 12/31/1997                   --               --                --
    1/1/1998 to 12/31/1998                   --            $9.93            65,255
    1/1/1999 to 12/31/1999                $9.93           $10.73           133,145
    1/1/2000 to 12/31/2000               $10.73           $14.27           362,487
    1/1/2001 to 12/31/2001               $14.27           $15.58           943,242
    1/1/2002 to 12/31/2002               $15.58           $14.25           572,355
    1/1/2003 to 12/31/2003               $14.25           $19.98           396,816
    1/1/2004 to 12/31/2004               $19.98           $23.85           276,076
    1/1/2005 to 12/31/2005               $23.85           $24.88           201,121
    1/1/2006 to 12/31/2006               $24.88           $28.97           153,674
    1/1/2007 to 12/31/2007               $28.97           $27.31           116,213
- -----------------------------------------------------------------------------------------
AST Small-Cap Value
    1/1/1994 to 12/31/1994                                    --                --
    1/1/1995 to 12/31/1995                   --               --                --
    1/1/1996 to 12/31/1996                   --               --                --
    1/1/1997 to 12/31/1997                   --           $12.78           771,770
    1/1/1998 to 12/31/1998               $12.78           $11.36           895,422
    1/1/1999 to 12/31/1999               $11.36           $11.35           570,268
    1/1/2000 to 12/31/2000               $11.35           $13.74           594,074
    1/1/2001 to 12/31/2001               $13.74           $14.61           979,765
    1/1/2002 to 12/31/2002               $14.61           $13.15           680,968
    1/1/2003 to 12/31/2003               $13.15           $17.74           730,928
    1/1/2004 to 12/31/2004               $17.74           $20.52           607,239
    1/1/2005 to 12/31/2005               $20.52           $21.74           509,489
    1/1/2006 to 12/31/2006               $21.74           $25.93           436,915
    1/1/2007 to 12/31/2007               $25.93           $24.32           347,488
- -----------------------------------------------------------------------------------------
AST DeAM Small-Cap Value
    1/1/1994 to 12/31/1994                                    --                --
    1/1/1995 to 12/31/1995                   --               --                --
    1/1/1996 to 12/31/1996                   --               --                --
    1/1/1997 to 12/31/1997                   --               --                --
    1/1/1998 to 12/31/1998                   --               --                --
    1/1/1999 to 12/31/1999                   --               --                --
    1/1/2000 to 12/31/2000                   --               --                --
    1/1/2001 to 12/31/2001                   --               --                --
    1/1/2002 to 12/31/2002                   --            $7.72            22,404
    1/1/2003 to 12/31/2003                $7.72           $11.00           110,748
    1/1/2004 to 12/31/2004               $11.00           $13.34           118,424
    1/1/2005 to 12/31/2005               $13.34           $13.41           120,339
    1/1/2006 to 12/31/2006               $13.41           $15.98           127,465
    1/1/2007 to 12/31/2007               $15.98           $13.06            93,823


                                     A-147





                                                                                  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
    1/1/1994 to 12/31/1994                                      --                --
    1/1/1995 to 12/31/1995                     --               --                --
    1/1/1996 to 12/31/1996                     --               --                --
    1/1/1997 to 12/31/1997                     --               --                --
    1/1/1998 to 12/31/1998                     --               --                --
    1/1/1999 to 12/31/1999                     --               --                --
    1/1/2000 to 12/31/2000                     --            $6.61           159,879
    1/1/2001 to 12/31/2001                  $6.61            $3.93           373,853
    1/1/2002 to 12/31/2002                  $3.93            $2.83           162,029
    1/1/2003 to 12/31/2003                  $2.83            $3.70           408,709
    1/1/2004 to 12/31/2004                  $3.70            $4.28           585,234
    1/1/2005 to 12/31/2005                  $4.28            $4.46           640,026
    1/1/2006 to 12/31/2006                  $4.46            $4.70           535,222
    1/1/2007 to 12/31/2007                  $4.70            $5.58           530,702
- -------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth
    1/1/1994 to 12/31/1994                                   $9.95             3,419
    1/1/1995 to 12/31/1995                  $9.95           $12.27            89,474
    1/1/1996 to 12/31/1996                 $12.27           $14.15           100,758
    1/1/1997 to 12/31/1997                 $14.15           $16.38           104,340
    1/1/1998 to 12/31/1998                 $16.38           $19.63            94,905
    1/1/1999 to 12/31/1999                 $19.63           $29.53            91,314
    1/1/2000 to 12/31/2000                 $29.53           $26.97           301,210
    1/1/2001 to 12/31/2001                 $26.97           $19.88           477,410
    1/1/2002 to 12/31/2002                 $19.88           $13.59           323,369
    1/1/2003 to 12/31/2003                 $13.59           $17.62           273,193
    1/1/2004 to 12/31/2004                 $17.62           $20.32           340,048
    1/1/2005 to 12/31/2005                 $20.32           $22.92           532,541
    1/1/2006 to 12/31/2006                 $22.92           $25.97           332,998
    1/1/2007 to 12/31/2007                 $25.97           $31.53           366,101
- -------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value
    1/1/1994 to 12/31/1994                                   $9.27            86,555
    1/1/1995 to 12/31/1995                  $9.27           $11.59           164,976
    1/1/1996 to 12/31/1996                 $11.59           $12.81           103,416
    1/1/1997 to 12/31/1997                 $12.81           $16.07           260,929
    1/1/1998 to 12/31/1998                 $16.07           $15.59           218,024
    1/1/1999 to 12/31/1999                 $15.59           $16.37           385,591
    1/1/2000 to 12/31/2000                 $16.37           $20.73           619,565
    1/1/2001 to 12/31/2001                 $20.73           $19.97           778,257
    1/1/2002 to 12/31/2002                 $19.97           $17.75           765,716
    1/1/2003 to 12/31/2003                 $17.75           $24.04           653,342
    1/1/2004 to 12/31/2004                 $24.04           $29.33           726,167
    1/1/2005 to 12/31/2005                 $29.33           $32.66           669,160
    1/1/2006 to 12/31/2006                 $32.66           $35.93           518,563
    1/1/2007 to 12/31/2007                 $35.93           $36.83           370,556


                                     A-148





                                                                                  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
    1/1/1994 to 12/31/1994                                      --                 --
    1/1/1995 to 12/31/1995                     --               --                 --
    1/1/1996 to 12/31/1996                     --               --                 --
    1/1/1997 to 12/31/1997                     --               --                 --
    1/1/1998 to 12/31/1998                     --               --                 --
    1/1/1999 to 12/31/1999                     --               --                 --
    1/1/2000 to 12/31/2000                     --            $6.80            168,813
    1/1/2001 to 12/31/2001                  $6.80            $5.63          1,351,204
    1/1/2002 to 12/31/2002                  $5.63            $3.59            624,243
    1/1/2003 to 12/31/2003                  $3.59            $4.83            564,609
    1/1/2004 to 12/31/2004                  $4.83            $5.21            487,430
    1/1/2005 to 12/2/2005                   $5.21            $6.03                  0
- -------------------------------------------------------------------------------------------
AST Mid-Cap Value
    1/1/1994 to 12/31/1994                                      --                 --
    1/1/1995 to 12/31/1995                     --               --                 --
    1/1/1996 to 12/31/1996                     --               --                 --
    1/1/1997 to 12/31/1997                     --               --                 --
    1/1/1998 to 12/31/1998                     --               --                 --
    1/1/1999 to 12/31/1999                     --               --                 --
    1/1/2000 to 12/31/2000                     --           $10.08             54,033
    1/1/2001 to 12/31/2001                 $10.08            $9.79            267,724
    1/1/2002 to 12/31/2002                  $9.79            $7.71            201,049
    1/1/2003 to 12/31/2003                  $7.71           $10.41            268,077
    1/1/2004 to 12/31/2004                 $10.41           $11.93            214,855
    1/1/2005 to 12/31/2005                 $11.93           $12.50            128,929
    1/1/2006 to 12/31/2006                 $12.50           $14.18            104,222
    1/1/2007 to 12/31/2007                 $14.18           $14.48             76,177
- -------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources
    1/1/1994 to 12/31/1994                                      --                 --
    1/1/1995 to 12/31/1995                     --           $11.04             27,379
    1/1/1996 to 12/31/1996                 $11.04           $14.31            140,275
    1/1/1997 to 12/31/1997                 $14.31           $14.68            114,880
    1/1/1998 to 12/31/1998                 $14.68           $12.86            109,887
    1/1/1999 to 12/31/1999                 $12.86           $16.37            106,822
    1/1/2000 to 12/31/2000                 $16.37           $20.61            108,081
    1/1/2001 to 12/31/2001                 $20.61           $20.62            113,440
    1/1/2002 to 12/31/2002                 $20.62           $19.36            108,448
    1/1/2003 to 12/31/2003                 $19.36           $25.68            203,866
    1/1/2004 to 12/31/2004                 $25.68           $33.46            203,341
    1/1/2005 to 12/31/2005                 $33.46           $43.69            299,506
    1/1/2006 to 12/31/2006                 $43.69           $50.29            233,412
    1/1/2007 to 12/31/2007                 $50.29           $70.20            197,973


                                     A-149





                                                                                 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
    1/1/1994 to 12/31/1994                                     --                 --
    1/1/1995 to 12/31/1995                    --               --                 --
    1/1/1996 to 12/31/1996                    --           $10.92            119,830
    1/1/1997 to 12/31/1997                $10.92           $12.45            199,511
    1/1/1998 to 12/31/1998                $12.45           $15.75            193,822
    1/1/1999 to 12/31/1999                $15.75           $20.95            183,376
    1/1/2000 to 12/31/2000                $20.95           $17.95            218,749
    1/1/2001 to 12/31/2001                $17.95           $15.21            300,536
    1/1/2002 to 12/31/2002                $15.21           $10.43            210,924
    1/1/2003 to 12/31/2003                $10.43           $12.82            108,170
    1/1/2004 to 12/31/2004                $12.82           $13.47             90,747
    1/1/2005 to 12/31/2005                $13.47           $15.58            274,763
    1/1/2006 to 12/31/2006                $15.58           $16.35            187,054
    1/1/2007 to 12/31/2007                $16.35           $17.58            243,724
- ------------------------------------------------------------------------------------------
AST MFS Growth
    1/1/1994 to 12/31/1994                                     --                 --
    1/1/1995 to 12/31/1995                    --               --                 --
    1/1/1996 to 12/31/1996                    --               --                 --
    1/1/1997 to 12/31/1997                    --               --                 --
    1/1/1998 to 12/31/1998                    --               --                 --
    1/1/1999 to 12/31/1999                    --           $11.29             10,558
    1/1/2000 to 12/31/2000                $11.29           $10.48             93,890
    1/1/2001 to 12/31/2001                $10.48            $8.15            892,954
    1/1/2002 to 12/31/2002                 $8.15            $5.82            643,644
    1/1/2003 to 12/31/2003                 $5.82            $7.10            596,050
    1/1/2004 to 12/31/2004                 $7.10            $7.81            601,222
    1/1/2005 to 12/31/2005                 $7.81            $8.25            623,371
    1/1/2006 to 12/31/2006                 $8.25            $8.99            352,548
    1/1/2007 to 12/31/2007                 $8.99           $10.28            323,164
- ------------------------------------------------------------------------------------------
AST Marsico Capital Growth
    1/1/1994 to 12/31/1994                                     --                 --
    1/1/1995 to 12/31/1995                    --               --                 --
    1/1/1996 to 12/31/1996                    --               --                 --
    1/1/1997 to 12/31/1997                    --           $10.03             12,993
    1/1/1998 to 12/31/1998                $10.03           $14.11            739,559
    1/1/1999 to 12/31/1999                $14.11           $21.39            935,502
    1/1/2000 to 12/31/2000                $21.39           $18.22          1,258,964
    1/1/2001 to 12/31/2001                $18.22           $14.17          1,151,083
    1/1/2002 to 12/31/2002                $14.17           $11.89          1,177,309
    1/1/2003 to 12/31/2003                $11.89           $15.56          1,583,309
    1/1/2004 to 12/31/2004                $15.56           $17.88          1,855,254
    1/1/2005 to 12/31/2005                $17.88           $18.98          1,948,183
    1/1/2006 to 12/31/2006                $18.98           $20.22          1,691,127
    1/1/2007 to 12/31/2007                $20.22           $23.09          1,626,729


                                     A-150





                                                                                    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 Concentrated Growth
    1/1/1994 to 12/31/1994                                     $9.54           187,924
    1/1/1995 to 12/31/1995                    $9.54           $13.04           384,701
    1/1/1996 to 12/31/1996                   $13.04           $16.59           574,520
    1/1/1997 to 12/31/1997                   $16.59           $21.18           666,835
    1/1/1998 to 12/31/1998                   $21.18           $35.40           823,116
    1/1/1999 to 12/31/1999                   $35.40           $54.52           853,471
    1/1/2000 to 12/31/2000                   $54.52           $37.39           853,950
    1/1/2001 to 12/31/2001                   $37.39           $25.38           760,500
    1/1/2002 to 12/31/2002                   $25.38           $17.69           397,460
    1/1/2003 to 12/31/2003                   $17.69           $22.02           282,942
    1/1/2004 to 12/31/2004                   $22.02           $22.68           225,304
    1/1/2005 to 12/31/2005                   $22.68           $23.28           186,688
    1/1/2006 to 12/31/2006                   $23.28           $25.44           159,473
    1/1/2007 to 12/31/2007                   $25.44           $28.81           169,007
- ---------------------------------------------------------------------------------------------
AST DeAm Large-Cap Value
    1/1/1994 to 12/31/1994                                        --                --
    1/1/1995 to 12/31/1995                       --               --                --
    1/1/1996 to 12/31/1996                       --               --                --
    1/1/1997 to 12/31/1997                       --               --                --
    1/1/1998 to 12/31/1998                       --               --                --
    1/1/1999 to 12/31/1999                       --               --                --
    1/1/2000 to 12/31/2000                       --            $9.84            50,761
    1/1/2001 to 12/31/2001                    $9.84            $9.23            63,553
    1/1/2002 to 12/31/2002                    $9.23            $7.77            80,618
    1/1/2003 to 12/31/2003                    $7.77            $9.77           139,126
    1/1/2004 to 12/31/2004                    $9.77           $11.47           188,892
    1/1/2005 to 12/31/2005                   $11.47           $12.46           330,757
    1/1/2006 to 12/31/2006                   $12.46           $15.07           500,736
    1/1/2007 to 12/31/2007                   $15.07           $15.15           351,045
- ---------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value
    1/1/1994 to 12/31/1994                                        --                --
    1/1/1995 to 12/31/1995                       --               --                --
    1/1/1996 to 12/31/1996                       --               --                --
    1/1/1997 to 12/31/1997                       --               --                --
    1/1/1998 to 12/31/1998                       --               --                --
    1/1/1999 to 12/31/1999                       --               --                --
    1/1/2000 to 12/31/2000                       --               --                --
    1/1/2001 to 12/31/2001                       --            $9.68            24,134
    1/1/2002 to 12/31/2002                    $9.68            $7.21            24,048
    1/1/2003 to 12/31/2003                    $7.21            $9.03            42,479
    1/1/2004 to 12/31/2004                    $9.03            $9.88           115,998
    1/1/2005 to 12/2/2005                     $9.88           $11.03                 0


                                     A-151





                                                                                       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 Core Value
    1/1/1994 to 12/31/1994                                           --                 --
    1/1/1995 to 12/31/1995                          --               --                 --
    1/1/1996 to 12/31/1996                          --               --                 --
    1/1/1997 to 12/31/1997                          --               --                 --
    1/1/1998 to 12/31/1998                          --               --                 --
    1/1/1999 to 12/31/1999                          --               --                 --
    1/1/2000 to 12/31/2000                          --               --                 --
    1/1/2001 to 12/31/2001                          --           $10.10             54,784
    1/1/2002 to 12/31/2002                      $10.10            $8.70            305,648
    1/1/2003 to 12/31/2003                       $8.70           $11.09            387,468
    1/1/2004 to 12/31/2004                      $11.09           $12.55            461,239
    1/1/2005 to 12/31/2005                      $12.55           $13.16            393,974
    1/1/2006 to 12/31/2006                      $13.16           $15.87            631,031
    1/1/2007 to 12/31/2007                      $15.87           $15.20            433,808
- ------------------------------------------------------------------------------------------------
AST Cohen & Steers Real Estate
    1/1/1994 to 12/31/1994                                           --                 --
    1/1/1995 to 12/31/1995                          --               --                 --
    1/1/1996 to 12/31/1996                          --               --                 --
    1/1/1997 to 12/31/1997                          --               --                 --
    1/1/1998 to 12/31/1998                          --            $8.35             91,685
    1/1/1999 to 12/31/1999                       $8.35            $8.48            232,305
    1/1/2000 to 12/31/2000                       $8.48           $10.63            335,316
    1/1/2001 to 12/31/2001                      $10.63           $10.86            345,833
    1/1/2002 to 12/31/2002                      $10.86           $11.08            317,670
    1/1/2003 to 12/31/2003                      $11.08           $15.12            507,911
    1/1/2004 to 12/31/2004                      $15.12           $20.73            481,197
    1/1/2005 to 12/31/2005                      $20.73           $23.65            363,492
    1/1/2006 to 12/31/2006                      $23.65           $32.12            399,562
    1/1/2007 to 12/31/2007                      $32.12           $25.55            207,198
- ------------------------------------------------------------------------------------------------
AST Alliance Bernstein Managed Index 500
    1/1/1994 to 12/31/1994                                           --                 --
    1/1/1995 to 12/31/1995                          --               --                 --
    1/1/1996 to 12/31/1996                          --               --                 --
    1/1/1997 to 12/31/1997                          --               --                 --
    1/1/1998 to 12/31/1998                          --           $12.71            222,115
    1/1/1999 to 12/31/1999                      $12.71           $15.31            262,088
    1/1/2000 to 12/31/2000                      $15.31           $13.86            523,132
    1/1/2001 to 12/31/2001                      $13.86           $12.40            691,458
    1/1/2002 to 12/31/2002                      $12.40            $9.77            711,077
    1/1/2003 to 12/31/2003                       $9.77           $12.36            907,807
    1/1/2004 to 12/31/2004                      $12.36           $13.51          1,028,912
    1/1/2005 to 12/31/2005                      $13.51           $13.90            797,385
    1/1/2006 to 12/31/2006                      $13.90           $15.54            773,988
    1/1/2007 to 12/31/2007                      $15.54           $15.77            575,877


                                     A-152





                                                                                     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 Income & Growth
    1/1/1994 to 12/31/1994                                         --                 --
    1/1/1995 to 12/31/1995                        --               --                 --
    1/1/1996 to 12/31/1996                        --               --                 --
    1/1/1997 to 12/31/1997                        --           $12.14            104,567
    1/1/1998 to 12/31/1998                    $12.14           $13.54            158,481
    1/1/1999 to 12/31/1999                    $13.54           $16.54            212,826
    1/1/2000 to 12/31/2000                    $16.54           $14.66            386,882
    1/1/2001 to 12/31/2001                    $14.66           $13.34            361,018
    1/1/2002 to 12/31/2002                    $13.34           $10.62            278,381
    1/1/2003 to 12/31/2003                    $10.62           $13.59            247,785
    1/1/2004 to 12/31/2004                    $13.59           $15.20            524,434
    1/1/2005 to 12/31/2005                    $15.20           $15.80            404,601
    1/1/2006 to 12/31/2006                    $15.80           $18.35            317,435
    1/1/2007 to 12/31/2007                    $18.35           $18.21            243,704
- ----------------------------------------------------------------------------------------------
AST Alliance Bernstein Growth & Income
    1/1/1994 to 12/31/1994                                     $10.21            238,128
    1/1/1995 to 12/31/1995                    $10.21           $13.04            498,080
    1/1/1996 to 12/31/1996                    $13.04           $15.32            671,510
    1/1/1997 to 12/31/1997                    $15.32           $18.84            700,150
    1/1/1998 to 12/31/1998                    $18.84           $21.05            666,925
    1/1/1999 to 12/31/1999                    $21.05           $24.28            771,705
    1/1/2000 to 12/31/2000                    $24.28           $25.45            824,148
    1/1/2001 to 12/31/2001                    $25.45           $25.17          1,063,471
    1/1/2002 to 12/31/2002                    $25.17           $19.18            781,774
    1/1/2003 to 12/31/2003                    $19.18           $25.23            772,571
    1/1/2004 to 12/31/2004                    $25.23           $27.83            881,766
    1/1/2005 to 12/31/2005                    $27.83           $28.97            769,120
    1/1/2006 to 12/31/2006                    $28.97           $33.75            654,696
    1/1/2007 to 12/31/2007                    $33.75           $35.25            488,085
- ----------------------------------------------------------------------------------------------
AST Large Cap Value
    1/1/1994 to 12/31/1994                                      $9.62            150,719
    1/1/1995 to 12/31/1995                     $9.62           $12.39            293,340
    1/1/1996 to 12/31/1996                    $12.39           $14.38            283,889
    1/1/1997 to 12/31/1997                    $14.38           $17.60            287,286
    1/1/1998 to 12/31/1998                    $17.60           $19.82            317,432
    1/1/1999 to 12/31/1999                    $19.82           $22.00            291,589
    1/1/2000 to 12/31/2000                    $22.00           $22.89            458,422
    1/1/2001 to 12/31/2001                    $22.89           $20.79            421,855
    1/1/2002 to 12/31/2002                    $20.79           $17.04            274,957
    1/1/2003 to 12/31/2003                    $17.04           $20.31            244,888
    1/1/2004 to 12/31/2004                    $20.31           $23.29            269,303
    1/1/2005 to 12/31/2005                    $23.29           $24.64            466,854
    1/1/2006 to 12/31/2006                    $24.64           $28.99            449,189
    1/1/2007 to 12/31/2007                    $28.99           $27.94            341,897


                                     A-153





                                                                                                 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
    1/1/1994 to 12/31/1994                                                  $9.91           114,927
    1/1/1995 to 12/31/1995                                 $9.91           $12.04           239,737
    1/1/1996 to 12/31/1996                                $12.04           $13.27           186,453
    1/1/1997 to 12/31/1997                                $13.27           $15.57           211,541
    1/1/1998 to 12/31/1998                                $15.57           $17.46           223,039
    1/1/1999 to 12/31/1999                                $17.46           $20.97           203,969
    1/1/2000 to 12/31/2000                                $20.97           $19.92           172,245
    1/1/2001 to 12/31/2001                                $19.92           $17.47           149,042
    1/1/2002 to 12/31/2002                                $17.47           $14.68           100,537
    1/1/2003 to 12/31/2003                                $14.68           $17.43            87,241
    1/1/2004 to 12/31/2004                                $17.43           $19.24            64,342
    1/1/2005 to 12/31/2005                                $19.24           $20.44            76,214
    1/1/2006 to 12/31/2006                                $20.44           $22.57            76,805
    1/1/2007 to 12/31/2007                                $22.57           $22.85           146,030
- ----------------------------------------------------------------------------------------------------------
AST American Century Strategic Allocation
 formerly, AST American Century Strategic Balanced
    1/1/1994 to 12/31/1994                                                     --                --
    1/1/1995 to 12/31/1995                                    --               --                --
    1/1/1996 to 12/31/1996                                    --               --                --
    1/1/1997 to 12/31/1997                                    --           $11.25             3,720
    1/1/1998 to 12/31/1998                                $11.25           $13.56            22,252
    1/1/1999 to 12/31/1999                                $13.56           $15.22            52,889
    1/1/2000 to 12/31/2000                                $15.22           $14.65           106,849
    1/1/2001 to 12/31/2001                                $14.65           $14.00           182,487
    1/1/2002 to 12/31/2002                                $14.00           $12.56           128,128
    1/1/2003 to 12/31/2003                                $12.56           $14.83           191,980
    1/1/2004 to 12/31/2004                                $14.83           $16.05           121,891
    1/1/2005 to 12/31/2005                                $16.05           $16.69            86,619
    1/1/2006 to 12/31/2006                                $16.69           $18.18            63,280
    1/1/2007 to 12/31/2007                                $18.18           $19.67            53,282
- ----------------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation
    1/1/1994 to 12/31/1994                                                  $9.80            74,058
    1/1/1995 to 12/31/1995                                 $9.80           $11.98            89,787
    1/1/1996 to 12/31/1996                                $11.98           $13.44            82,655
    1/1/1997 to 12/31/1997                                $13.44           $15.78            99,319
    1/1/1998 to 12/31/1998                                $15.78           $18.56           136,200
    1/1/1999 to 12/31/1999                                $18.56           $20.34           134,685
    1/1/2000 to 12/31/2000                                $20.34           $20.11           114,244
    1/1/2001 to 12/31/2001                                $20.11           $19.02           109,469
    1/1/2002 to 12/31/2002                                $19.02           $17.03           155,933
    1/1/2003 to 12/31/2003                                $17.03           $20.98           146,224
    1/1/2004 to 12/31/2004                                $20.98           $23.17           187,867
    1/1/2005 to 12/31/2005                                $23.17           $24.10           220,129
    1/1/2006 to 12/31/2006                                $24.10           $26.93           215,085
    1/1/2007 to 12/31/2007                                $26.93           $28.45           189,265


                                     A-154





                                                                             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
    1/1/1994 to 12/31/1994                              $9.61             25,171
    1/1/1995 to 12/31/1995             $9.61           $10.58            127,373
    1/1/1996 to 12/31/1996            $10.58           $11.11            213,216
    1/1/1997 to 12/31/1997            $11.11           $10.65            266,136
    1/1/1998 to 12/31/1998            $10.65           $12.13            335,544
    1/1/1999 to 12/31/1999            $12.13           $11.05            222,268
    1/1/2000 to 12/31/2000            $11.05           $10.93            211,010
    1/1/2001 to 12/31/2001            $10.93           $11.15            192,368
    1/1/2002 to 12/31/2002            $11.15           $12.74            585,072
    1/1/2003 to 12/31/2003            $12.74           $14.28            465,034
    1/1/2004 to 12/31/2004            $14.28           $15.42            590,587
    1/1/2005 to 12/31/2005            $15.42           $14.63            664,641
    1/1/2006 to 12/31/2006            $14.63           $15.44            739,981
    1/1/2007 to 12/31/2007            $15.44           $16.82            753,697
- --------------------------------------------------------------------------------------
AST High Yield
    1/1/1994 to 12/31/1994                              $9.56            122,508
    1/1/1995 to 12/31/1995             $9.56           $11.32            300,107
    1/1/1996 to 12/31/1996            $11.32           $12.75            433,739
    1/1/1997 to 12/31/1997            $12.75           $14.37            595,692
    1/1/1998 to 12/31/1998            $14.37           $14.64            626,368
    1/1/1999 to 12/31/1999            $14.64           $14.84            557,915
    1/1/2000 to 12/31/2000            $14.84           $13.31            652,586
    1/1/2001 to 12/31/2001            $13.31           $13.25            786,689
    1/1/2002 to 12/31/2002            $13.25           $13.17          1,347,832
    1/1/2003 to 12/31/2003            $13.17           $15.90          2,292,230
    1/1/2004 to 12/31/2004            $15.90           $17.55          1,530,847
    1/1/2005 to 12/31/2005            $17.55           $17.63            912,214
    1/1/2006 to 12/31/2006            $17.63           $19.33          1,010,388
    1/1/2007 to 12/31/2007            $19.33           $19.68            555,621
- --------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture
    1/1/1994 to 12/31/1994                                 --                 --
    1/1/1995 to 12/31/1995                --               --                 --
    1/1/1996 to 12/31/1996                --               --                 --
    1/1/1997 to 12/31/1997                --               --                 --
    1/1/1998 to 12/31/1998                --               --                 --
    1/1/1999 to 12/31/1999                --               --                 --
    1/1/2000 to 12/31/2000                --           $10.14              1,858
    1/1/2001 to 12/31/2001            $10.14           $10.38            149,890
    1/1/2002 to 12/31/2002            $10.38           $10.35            590,060
    1/1/2003 to 12/31/2003            $10.35           $12.21            707,957
    1/1/2004 to 12/31/2004            $12.21           $13.03            791,466
    1/1/2005 to 12/31/2005            $13.03           $13.10            468,856
    1/1/2006 to 12/31/2006            $13.10           $14.29            469,306
    1/1/2007 to 12/31/2007            $14.29           $15.06            276,055


                                     A-155





                                                                              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
    1/1/1994 to 12/31/1994                               $9.62            256,950
    1/1/1995 to 12/31/1995              $9.62           $11.32            846,356
    1/1/1996 to 12/31/1996             $11.32           $11.60          1,203,159
    1/1/1997 to 12/31/1997             $11.60           $12.65          1,523,587
    1/1/1998 to 12/31/1998             $12.65           $13.75          1,703,920
    1/1/1999 to 12/31/1999             $13.75           $13.51          1,509,966
    1/1/2000 to 12/31/2000             $13.51           $14.98          2,219,006
    1/1/2001 to 12/31/2001             $14.98           $16.20          2,171,814
    1/1/2002 to 12/31/2002             $16.20           $17.58          2,496,607
    1/1/2003 to 12/31/2003             $17.58           $18.39          1,896,238
    1/1/2004 to 12/31/2004             $18.39           $19.18          1,862,830
    1/1/2005 to 12/31/2005             $19.18           $19.53          1,765,635
    1/1/2006 to 12/31/2006             $19.53           $20.13          1,820,967
    1/1/2007 to 12/31/2007             $20.13           $21.66          1,940,862
- ---------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond
    1/1/1994 to 12/31/1994                                  --                 --
    1/1/1995 to 12/31/1995                 --           $10.41            399,158
    1/1/1996 to 12/31/1996             $10.41           $10.71            424,713
    1/1/1997 to 12/31/1997             $10.71           $11.42            469,686
    1/1/1998 to 12/31/1998             $11.42           $12.00            593,352
    1/1/1999 to 12/31/1999             $12.00           $12.32            807,789
    1/1/2000 to 12/31/2000             $12.32           $13.28            862,868
    1/1/2001 to 12/31/2001             $13.28           $14.24          1,002,458
    1/1/2002 to 12/31/2002             $14.24           $15.03          1,605,101
    1/1/2003 to 12/31/2003             $15.03           $15.42          1,309,374
    1/1/2004 to 12/31/2004             $15.42           $15.64          1,681,588
    1/1/2005 to 12/31/2005             $15.64           $15.79          1,881,200
    1/1/2006 to 12/31/2006             $15.79           $16.28          1,638,686
    1/1/2007 to 12/31/2007             $16.28           $17.28          1,418,200
- ---------------------------------------------------------------------------------------
AST Money Market
    1/1/1994 to 12/31/1994                              $10.23            880,903
    1/1/1995 to 12/31/1995             $10.23           $10.70            968,666
    1/1/1996 to 12/31/1996             $10.70           $11.14          1,292,931
    1/1/1997 to 12/31/1997             $11.14           $11.63          1,518,310
    1/1/1998 to 12/31/1998             $11.63           $12.15          1,757,232
    1/1/1999 to 12/31/1999             $12.15           $12.63          3,950,988
    1/1/2000 to 12/31/2000             $12.63           $13.31          7,219,151
    1/1/2001 to 12/31/2001             $13.31           $13.72          7,694,667
    1/1/2002 to 12/31/2002             $13.72           $13.81          8,322,994
    1/1/2003 to 12/31/2003             $13.81           $13.80          5,253,119
    1/1/2004 to 12/31/2004             $13.80           $13.83          4,248,368
    1/1/2005 to 12/31/2005             $13.83           $14.11          6,016,530
    1/1/2006 to 12/31/2006             $14.11           $14.66          4,838,370
    1/1/2007 to 12/31/2007             $14.66           $15.28          5,852,766


                                     A-156





                                                                                               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
    1/1/1994 to 12/31/1994                                                   --                --
    1/1/1995 to 12/31/1995                                  --               --                --
    1/1/1996 to 12/31/1996                                  --           $10.29            39,355
    1/1/1997 to 12/31/1997                              $10.29           $10.15           305,775
    1/1/1998 to 12/31/1998                              $10.15            $6.30           250,465
    1/1/1999 to 12/31/1999                               $6.30           $10.31           210,007
    1/1/2000 to 12/31/2000                              $10.31            $7.32           220,596
    1/1/2001 to 12/31/2001                               $7.32            $6.77           235,357
    1/1/2002 to 12/31/2002                               $6.77            $6.07           337,154
    1/1/2003 to 12/31/2003                               $6.07            $9.63           979,994
    1/1/2004 to 12/31/2004                               $9.63           $11.46           714,218
    1/1/2005 to 12/31/2005                              $11.46           $14.98           823,016
    1/1/2006 to 12/31/2006                              $14.98           $20.03           651,495
    1/1/2007 to 12/31/2007                              $20.03           $28.55           451,444
- --------------------------------------------------------------------------------------------------------
WFVT Advantage Equity Income
    1/1/1994 to 12/31/1994                                                   --                --
    1/1/1995 to 12/31/1995                                  --               --                --
    1/1/1996 to 12/31/1996                                  --               --                --
    1/1/1997 to 12/31/1997                                  --               --                --
    1/1/1998 to 12/31/1998                                  --               --                --
    1/1/1999 to 12/31/1999                                  --               --                --
    1/1/2000 to 12/31/2000                                  --           $17.03             7,400
    1/1/2001 to 12/31/2001                              $17.03           $16.01            14,888
    1/1/2002 to 12/31/2002                              $16.01           $12.84            15,148
    1/1/2003 to 12/31/2003                              $12.84           $16.10            16,761
    1/1/2004 to 12/31/2004                              $16.10           $17.77            11,464
    1/1/2005 to 12/31/2005                              $17.77           $18.60            11,773
    1/1/2006 to 12/31/2006                              $18.60           $21.91            22,180
    1/1/2007 to 12/31/2007                              $21.91           $22.38            25,013
- --------------------------------------------------------------------------------------------------------
AIM V.I.--Dynamics
    1/1/1994 to 12/31/1994                                                   --                --
    1/1/1995 to 12/31/1995                                  --               --                --
    1/1/1996 to 12/31/1996                                  --               --                --
    1/1/1997 to 12/31/1997                                  --               --                --
    1/1/1998 to 12/31/1998                                  --               --                --
    1/1/1999 to 12/31/1999                                  --           $13.93             9,545
    1/1/2000 to 12/31/2000                              $13.93           $13.35           210,494
    1/1/2001 to 12/31/2001                              $13.35            $9.13           267,417
    1/1/2002 to 12/31/2002                               $9.13            $6.18           135,486
    1/1/2003 to 12/31/2003                               $6.18            $8.46           159,239
    1/1/2004 to 12/31/2004                               $8.46            $9.53            88,195
    1/1/2005 to 12/31/2005                               $9.53           $10.48            96,278
    1/1/2006 to 12/31/2006                              $10.48           $12.09           107,342
    1/1/2007 to 12/31/2007                              $12.09           $13.48           107,103


                                     A-157





                                                                            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.--Technology
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --           $16.55           127,037
    1/1/2000 to 12/31/2000           $16.55           $12.59           381,493
    1/1/2001 to 12/31/2001           $12.59            $6.78           409,546
    1/1/2002 to 12/31/2002            $6.78            $3.58           265,726
    1/1/2003 to 12/31/2003            $3.58            $5.17           226,147
    1/1/2004 to 12/31/2004            $5.17            $5.37           283,479
    1/1/2005 to 12/31/2005            $5.37            $5.45           241,082
    1/1/2006 to 12/31/2006            $5.45            $5.98           129,711
    1/1/2007 to 12/31/2007            $5.98            $6.40           158,698
- -------------------------------------------------------------------------------------
AIM V.I.--Health Sciences
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --           $11.36             4,966
    1/1/2000 to 12/31/2000           $11.36           $14.73           386,673
    1/1/2001 to 12/31/2001           $14.73           $12.79           322,329
    1/1/2002 to 12/31/2002           $12.79            $9.60           238,488
    1/1/2003 to 12/31/2003            $9.60           $12.19           194,661
    1/1/2004 to 12/31/2004           $12.19           $13.03           171,635
    1/1/2005 to 12/31/2005           $13.03           $14.00           175,051
    1/1/2006 to 12/31/2006           $14.00           $14.63           174,695
    1/1/2007 to 12/31/2007           $14.63           $16.26           114,917
- -------------------------------------------------------------------------------------
AIM V.I.--Financial Services
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --           $11.43             3,896
    1/1/2000 to 12/31/2000           $11.43           $14.17           414,091
    1/1/2001 to 12/31/2001           $14.17           $12.69           282,129
    1/1/2002 to 12/31/2002           $12.69           $10.73           137,142
    1/1/2003 to 12/31/2003           $10.73           $13.81           153,732
    1/1/2004 to 12/31/2004           $13.81           $14.91            89,216
    1/1/2005 to 12/31/2005           $14.91           $15.69            71,884
    1/1/2006 to 12/31/2006           $15.69           $18.15            56,423
    1/1/2007 to 12/31/2007           $18.15           $14.02            47,002


                                     A-158





                                                                                 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
    1/1/1994 to 12/31/1994                                     --                --
    1/1/1995 to 12/31/1995                    --               --                --
    1/1/1996 to 12/31/1996                    --               --                --
    1/1/1997 to 12/31/1997                    --               --                --
    1/1/1998 to 12/31/1998                    --               --                --
    1/1/1999 to 12/31/1999                    --               --                --
    1/1/2000 to 12/31/2000                    --           $10.64            18,481
    1/1/2001 to 12/31/2001                $10.64            $9.16            28,265
    1/1/2002 to 12/31/2002                 $9.16            $7.25            15,780
    1/1/2003 to 12/31/2003                 $7.25           $10.46            38,062
    1/1/2004 to 12/31/2004                $10.46           $12.39            50,975
    1/1/2005 to 12/31/2005                $12.39           $14.28           132,883
    1/1/2006 to 12/31/2006                $14.28           $17.47           147,897
    1/1/2007 to 12/31/2007                $17.47           $19.96           124,848
- ------------------------------------------------------------------------------------------
Evergreen VA--Special Equity
    1/1/1994 to 12/31/1994                                     --                --
    1/1/1995 to 12/31/1995                    --               --                --
    1/1/1996 to 12/31/1996                    --               --                --
    1/1/1997 to 12/31/1997                    --               --                --
    1/1/1998 to 12/31/1998                    --               --                --
    1/1/1999 to 12/31/1999                    --               --                --
    1/1/2000 to 12/31/2000                    --           $11.11            33,699
    1/1/2001 to 12/31/2001                $11.11           $10.14           114,085
    1/1/2002 to 12/31/2002                $10.14            $7.34            86,011
    1/1/2003 to 12/31/2003                 $7.34           $11.08           179,911
    1/1/2004 to 12/31/2004                $11.08           $11.65           181,036
    1/1/2005 to 4/15/2005                 $11.65           $10.41                 0
- ------------------------------------------------------------------------------------------
Evergreen VA--Omega
    1/1/1994 to 12/31/1994                                     --                --
    1/1/1995 to 12/31/1995                    --               --                --
    1/1/1996 to 12/31/1996                    --               --                --
    1/1/1997 to 12/31/1997                    --               --                --
    1/1/1998 to 12/31/1998                    --               --                --
    1/1/1999 to 12/31/1999                    --               --                --
    1/1/2000 to 12/31/2000                    --               --                --
    1/1/2001 to 12/31/2001                    --            $9.08            28,442
    1/1/2002 to 12/31/2002                 $9.08            $6.73             1,695
    1/1/2003 to 12/31/2003                 $6.73            $9.36            34,638
    1/1/2004 to 12/31/2004                 $9.36            $9.97            57,316
    1/1/2005 to 12/31/2005                 $9.97           $10.29            41,101
    1/1/2006 to 12/31/2006                $10.29           $10.84            12,285
    1/1/2007 to 12/31/2007                $10.84           $12.05            13,637


                                     A-159





                                                                            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 Growth Fund
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    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               --           $11.52           168,369
    1/1/2006 to 12/31/2006           $11.52           $12.71           120,112
    1/1/2007 to 12/31/2007           $12.71           $14.02            92,906
- -------------------------------------------------------------------------------------
ProFund VP--Europe 30
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --           $12.26               134
    1/1/2000 to 12/31/2000           $12.26           $10.62            33,488
    1/1/2001 to 12/31/2001           $10.62            $8.01            74,072
    1/1/2002 to 12/31/2002            $8.01            $5.91            26,656
    1/1/2003 to 12/31/2003            $5.91            $8.14           413,959
    1/1/2004 to 12/31/2004            $8.14            $9.24           328,575
    1/1/2005 to 12/31/2005            $9.24            $9.93           249,352
    1/1/2006 to 12/31/2006            $9.93           $11.59           333,482
    1/1/2007 to 12/31/2007           $11.59           $13.19           238,121
- -------------------------------------------------------------------------------------
ProFund VP--Asia 30
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    1/1/2000 to 12/31/2000               --               --                --
    1/1/2001 to 12/31/2001               --               --                --
    1/1/2002 to 12/31/2002               --            $7.80            18,518
    1/1/2003 to 12/31/2003            $7.80           $12.78           160,378
    1/1/2004 to 12/31/2004           $12.78           $12.63           124,486
    1/1/2005 to 12/31/2005           $12.63           $15.00           195,168
    1/1/2006 to 12/31/2006           $15.00           $20.76           420,714
    1/1/2007 to 12/31/2007           $20.76           $30.47           216,739


                                     A-160





                                                                            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--Japan
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    1/1/2000 to 12/31/2000               --               --                --
    1/1/2001 to 12/31/2001               --               --                --
    1/1/2002 to 12/31/2002               --            $7.29             3,411
    1/1/2003 to 12/31/2003            $7.29            $9.18            64,887
    1/1/2004 to 12/31/2004            $9.18            $9.81           333,037
    1/1/2005 to 12/31/2005            $9.81           $13.82           762,072
    1/1/2006 to 12/31/2006           $13.82           $15.21           143,153
    1/1/2007 to 12/31/2007           $15.21           $13.60           114,157
- -------------------------------------------------------------------------------------
ProFund VP--Banks
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    1/1/2000 to 12/31/2000               --               --                --
    1/1/2001 to 12/31/2001               --               --                --
    1/1/2002 to 12/31/2002               --            $8.62             6,455
    1/1/2003 to 12/31/2003            $8.62           $11.08            20,188
    1/1/2004 to 12/31/2004           $11.08           $12.31           165,023
    1/1/2005 to 12/31/2005           $12.31           $12.21            41,059
    1/1/2006 to 12/31/2006           $12.21           $14.00            31,140
    1/1/2007 to 12/31/2007           $14.00           $10.11            77,170
- -------------------------------------------------------------------------------------
ProFund VP--Basic Materials
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    1/1/2000 to 12/31/2000               --               --                --
    1/1/2001 to 12/31/2001               --               --                --
    1/1/2002 to 12/31/2002               --            $8.52            11,440
    1/1/2003 to 12/31/2003            $8.52           $11.13           253,494
    1/1/2004 to 12/31/2004           $11.13           $12.19           167,864
    1/1/2005 to 12/31/2005           $12.19           $12.41           122,654
    1/1/2006 to 12/31/2006           $12.41           $14.23            48,875
    1/1/2007 to 12/31/2007           $14.23           $18.48           144,781


                                     A-161





                                                                            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--Biotechnology
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    1/1/2000 to 12/31/2000               --               --                --
    1/1/2001 to 12/31/2001               --            $8.43            47,974
    1/1/2002 to 12/31/2002            $8.43            $5.23           111,468
    1/1/2003 to 12/31/2003            $5.23            $7.27            49,177
    1/1/2004 to 12/31/2004            $7.27            $7.92           133,501
    1/1/2005 to 12/31/2005            $7.92            $9.38           118,020
    1/1/2006 to 12/31/2006            $9.38            $8.94            44,623
    1/1/2007 to 12/31/2007            $8.94            $8.78            90,864
- -------------------------------------------------------------------------------------
ProFund VP--Consumer Services
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    1/1/2000 to 12/31/2000               --               --                --
    1/1/2001 to 12/31/2001               --               --                --
    1/1/2002 to 12/31/2002               --            $7.29            14,792
    1/1/2003 to 12/31/2003            $7.29            $9.19            24,982
    1/1/2004 to 12/31/2004            $9.19            $9.82           195,868
    1/1/2005 to 12/31/2005            $9.82            $9.30             3,605
    1/1/2006 to 12/31/2006            $9.30           $10.35            45,532
    1/1/2007 to 12/31/2007           $10.35            $9.44             3,176
- -------------------------------------------------------------------------------------
ProFund VP--Consumer Goods
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    1/1/2000 to 12/31/2000               --               --                --
    1/1/2001 to 12/31/2001               --               --                --
    1/1/2002 to 12/31/2002               --            $8.33             9,203
    1/1/2003 to 12/31/2003            $8.33            $9.81            11,486
    1/1/2004 to 12/31/2004            $9.81           $10.65            24,590
    1/1/2005 to 12/31/2005           $10.65           $10.54            31,220
    1/1/2006 to 12/31/2006           $10.54           $11.79            62,550
    1/1/2007 to 12/31/2007           $11.79           $12.60            98,869


                                     A-162





                                                                            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--Oil & Gas
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    1/1/2000 to 12/31/2000               --               --                --
    1/1/2001 to 12/31/2001               --            $9.25           262,999
    1/1/2002 to 12/31/2002            $9.25            $7.63           148,807
    1/1/2003 to 12/31/2003            $7.63            $9.26           336,748
    1/1/2004 to 12/31/2004            $9.26           $11.91           247,649
    1/1/2005 to 12/31/2005           $11.91           $15.53           373,876
    1/1/2006 to 12/31/2006           $15.53           $18.61           197,658
    1/1/2007 to 12/31/2007           $18.61           $24.50           179,791
- -------------------------------------------------------------------------------------
ProFund VP--Financial
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    1/1/2000 to 12/31/2000               --               --                --
    1/1/2001 to 12/31/2001               --            $9.28            12,893
    1/1/2002 to 12/31/2002            $9.28            $7.85            31,033
    1/1/2003 to 12/31/2003            $7.85           $10.06            28,956
    1/1/2004 to 12/31/2004           $10.06           $11.03           259,356
    1/1/2005 to 12/31/2005           $11.03           $11.39           154,652
    1/1/2006 to 12/31/2006           $11.39           $13.28           128,282
    1/1/2007 to 12/31/2007           $13.28           $10.67            96,858
- -------------------------------------------------------------------------------------
ProFund VP--Healthcare
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    1/1/2000 to 12/31/2000               --               --                --
    1/1/2001 to 12/31/2001               --            $9.42            38,320
    1/1/2002 to 12/31/2002            $9.42            $7.23            76,140
    1/1/2003 to 12/31/2003            $7.23            $8.44            57,417
    1/1/2004 to 12/31/2004            $8.44            $8.58           342,154
    1/1/2005 to 12/31/2005            $8.58            $9.04           121,611
    1/1/2006 to 12/31/2006            $9.04            $9.45           256,066
    1/1/2007 to 12/31/2007            $9.45           $10.01           159,903


                                     A-163





                                                                            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--Industrial
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    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               --           $10.18            41,864
    1/1/2004 to 12/31/2004           $10.18           $11.45            23,756
    1/1/2005 to 12/31/2005           $11.45           $11.66            18,140
    1/1/2006 to 12/31/2006           $11.66           $12.93            30,797
    1/1/2007 to 12/31/2007           $12.93           $14.35            33,623
- -------------------------------------------------------------------------------------
ProFund VP--Internet
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    1/1/2000 to 12/31/2000               --               --                --
    1/1/2001 to 12/31/2001               --               --                --
    1/1/2002 to 12/31/2002               --            $8.63            53,814
    1/1/2003 to 12/31/2003            $8.63           $15.25            54,786
    1/1/2004 to 12/31/2004           $15.25           $18.38           181,598
    1/1/2005 to 12/31/2005           $18.38           $19.61            77,548
    1/1/2006 to 12/31/2006           $19.61           $19.75            28,931
    1/1/2007 to 12/31/2007           $19.75           $21.62            14,734
- -------------------------------------------------------------------------------------
ProFund VP--Pharmaceuticals
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    1/1/2000 to 12/31/2000               --               --                --
    1/1/2001 to 12/31/2001               --               --                --
    1/1/2002 to 12/31/2002               --            $8.62             9,411
    1/1/2003 to 12/31/2003            $8.62            $9.04            81,004
    1/1/2004 to 12/31/2004            $9.04            $8.15            41,607
    1/1/2005 to 12/31/2005            $8.15            $7.79            48,716
    1/1/2006 to 12/31/2006            $7.79            $8.68            78,989
    1/1/2007 to 12/31/2007            $8.68            $8.83            19,524


                                     A-164





                                                                            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--Precious Metals
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    1/1/2000 to 12/31/2000               --               --                --
    1/1/2001 to 12/31/2001               --               --                --
    1/1/2002 to 12/31/2002               --            $9.77           395,037
    1/1/2003 to 12/31/2003            $9.77           $13.52           315,457
    1/1/2004 to 12/31/2004           $13.52           $12.10           406,661
    1/1/2005 to 12/31/2005           $12.10           $15.18           479,531
    1/1/2006 to 12/31/2006           $15.18           $16.19           535,374
    1/1/2007 to 12/31/2007           $16.19           $19.70           278,711
- -------------------------------------------------------------------------------------
ProFund VP--Real Estate
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    1/1/2000 to 12/31/2000               --               --                --
    1/1/2001 to 12/31/2001               --           $10.84            35,747
    1/1/2002 to 12/31/2002           $10.84           $10.77            32,985
    1/1/2003 to 12/31/2003           $10.77           $14.25           116,140
    1/1/2004 to 12/31/2004           $14.25           $18.01           216,703
    1/1/2005 to 12/31/2005           $18.01           $19.10            37,850
    1/1/2006 to 12/31/2006           $19.10           $25.14            80,333
    1/1/2007 to 12/31/2007           $25.14           $20.08            24,481
- -------------------------------------------------------------------------------------
ProFund VP--Semiconductor
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    1/1/2000 to 12/31/2000               --               --                --
    1/1/2001 to 12/31/2001               --               --                --
    1/1/2002 to 12/31/2002               --            $5.17            33,410
    1/1/2003 to 12/31/2003            $5.17            $9.67            51,652
    1/1/2004 to 12/31/2004            $9.67            $7.35            98,700
    1/1/2005 to 12/31/2005            $7.35            $7.93            79,039
    1/1/2006 to 12/31/2006            $7.93            $7.32            98,783
    1/1/2007 to 12/31/2007            $7.32            $7.79           139,175


                                     A-165





                                                                             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
    1/1/1994 to 12/31/1994                                 --                --
    1/1/1995 to 12/31/1995                --               --                --
    1/1/1996 to 12/31/1996                --               --                --
    1/1/1997 to 12/31/1997                --               --                --
    1/1/1998 to 12/31/1998                --               --                --
    1/1/1999 to 12/31/1999                --               --                --
    1/1/2000 to 12/31/2000                --               --                --
    1/1/2001 to 12/31/2001                --            $5.95            53,955
    1/1/2002 to 12/31/2002             $5.95            $3.51            48,717
    1/1/2003 to 12/31/2003             $3.51            $5.09            83,329
    1/1/2004 to 12/31/2004             $5.09            $5.03           201,017
    1/1/2005 to 12/31/2005             $5.03            $5.06           103,646
    1/1/2006 to 12/31/2006             $5.06            $5.43            67,983
    1/1/2007 to 12/31/2007             $5.43            $6.18           147,187
- --------------------------------------------------------------------------------------
ProFund VP--Telecommunications
    1/1/1994 to 12/31/1994                                 --                --
    1/1/1995 to 12/31/1995                --               --                --
    1/1/1996 to 12/31/1996                --               --                --
    1/1/1997 to 12/31/1997                --               --                --
    1/1/1998 to 12/31/1998                --               --                --
    1/1/1999 to 12/31/1999                --               --                --
    1/1/2000 to 12/31/2000                --               --                --
    1/1/2001 to 12/31/2001                --            $7.15             1,696
    1/1/2002 to 12/31/2002             $7.15            $4.41            65,796
    1/1/2003 to 12/31/2003             $4.41            $4.49            56,454
    1/1/2004 to 12/31/2004             $4.49            $5.16           233,182
    1/1/2005 to 12/31/2005             $5.16            $4.78            64,563
    1/1/2006 to 12/31/2006             $4.78            $6.38           324,251
    1/1/2007 to 12/31/2007             $6.38            $6.87            82,751
- --------------------------------------------------------------------------------------
ProFund VP--Utilities
    1/1/1994 to 12/31/1994                                 --                --
    1/1/1995 to 12/31/1995                --               --                --
    1/1/1996 to 12/31/1996                --               --                --
    1/1/1997 to 12/31/1997                --               --                --
    1/1/1998 to 12/31/1998                --               --                --
    1/1/1999 to 12/31/1999                --               --                --
    1/1/2000 to 12/31/2000                --               --                --
    1/1/2001 to 12/31/2001                --            $8.18            48,251
    1/1/2002 to 12/31/2002             $8.18            $6.18           127,336
    1/1/2003 to 12/31/2003             $6.18            $7.45            88,248
    1/1/2004 to 12/31/2004             $7.45            $8.97           347,666
    1/1/2005 to 12/31/2005             $8.97           $10.07           171,379
    1/1/2006 to 12/31/2006            $10.07           $11.93           337,008
    1/1/2007 to 12/31/2007            $11.93           $13.72           337,671


                                     A-166





                                                                            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
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    1/1/2000 to 12/31/2000               --               --                --
    1/1/2001 to 12/31/2001               --               --                --
    1/1/2002 to 12/31/2002               --            $8.02           153,898
    1/1/2003 to 12/31/2003            $8.02           $10.01           404,601
    1/1/2004 to 12/31/2004           $10.01           $10.82           617,953
    1/1/2005 to 12/31/2005           $10.82           $11.04           546,042
    1/1/2006 to 12/31/2006           $11.04           $12.47           745,548
    1/1/2007 to 12/31/2007           $12.47           $12.83           453,952
- -------------------------------------------------------------------------------------
ProFund VP--Bear
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    1/1/2000 to 12/31/2000               --               --                --
    1/1/2001 to 12/31/2001               --           $11.62           104,865
    1/1/2002 to 12/31/2002           $11.62           $13.95           217,878
    1/1/2003 to 12/31/2003           $13.95           $10.45           196,473
    1/1/2004 to 12/31/2004           $10.45            $9.31            98,354
    1/1/2005 to 12/31/2005            $9.31            $9.13           159,128
    1/1/2006 to 12/31/2006            $9.13            $8.39           131,467
    1/1/2007 to 12/31/2007            $8.39            $8.38           160,574
- -------------------------------------------------------------------------------------
ProFund VP--Ultra Bull
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    1/1/2000 to 12/31/2000               --               --                --
    1/1/2001 to 12/31/2001               --            $7.52            80,778
    1/1/2002 to 12/31/2002            $7.52            $4.78           108,279
    1/1/2003 to 12/31/2003            $4.78            $7.26           327,838
    1/1/2004 to 12/31/2004            $7.26            $8.45           367,865
    1/1/2005 to 12/31/2005            $8.45            $8.61           133,243
    1/1/2006 to 12/31/2006            $8.61           $10.53           137,577
    1/1/2007 to 12/31/2007           $10.53           $10.55           268,096


                                     A-167





                                                                               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 NASDAQ-100
 formerly, ProFund VP--OTC
    1/1/1994 to 12/31/1994                                   --                 --
    1/1/1995 to 12/31/1995                  --               --                 --
    1/1/1996 to 12/31/1996                  --               --                 --
    1/1/1997 to 12/31/1997                  --               --                 --
    1/1/1998 to 12/31/1998                  --               --                 --
    1/1/1999 to 12/31/1999                  --               --                 --
    1/1/2000 to 12/31/2000                  --               --                 --
    1/1/2001 to 12/31/2001                  --            $5.81            163,539
    1/1/2002 to 12/31/2002               $5.81            $3.54            520,310
    1/1/2003 to 12/31/2003               $3.54            $5.16            729,288
    1/1/2004 to 12/31/2004               $5.16            $5.57            629,788
    1/1/2005 to 12/31/2005               $5.57            $5.54            310,845
    1/1/2006 to 12/31/2006               $5.54            $5.81            380,108
    1/1/2007 to 12/31/2007               $5.81            $6.78            511,665
- ----------------------------------------------------------------------------------------
ProFund VP Short NASDAQ-100
 formerly, ProFund VP--Short OTC
    1/1/1994 to 12/31/1994                                   --                 --
    1/1/1995 to 12/31/1995                  --               --                 --
    1/1/1996 to 12/31/1996                  --               --                 --
    1/1/1997 to 12/31/1997                  --               --                 --
    1/1/1998 to 12/31/1998                  --               --                 --
    1/1/1999 to 12/31/1999                  --               --                 --
    1/1/2000 to 12/31/2000                  --               --                 --
    1/1/2001 to 12/31/2001                  --               --                 --
    1/1/2002 to 12/31/2002                  --           $11.07            119,355
    1/1/2003 to 12/31/2003              $11.07            $6.90            164,801
    1/1/2004 to 12/31/2004               $6.90            $6.09             92,529
    1/1/2005 to 12/31/2005               $6.09            $6.10            430,495
    1/1/2006 to 12/31/2006               $6.10            $5.98            247,455
    1/1/2007 to 12/31/2007               $5.98            $5.25             59,572
- ----------------------------------------------------------------------------------------
ProFund VP UltraNASDAQ-100
 formerly, ProFund VP--UltraOTC
    1/1/1994 to 12/31/1994                                   --                 --
    1/1/1995 to 12/31/1995                  --               --                 --
    1/1/1996 to 12/31/1996                  --               --                 --
    1/1/1997 to 12/31/1997                  --               --                 --
    1/1/1998 to 12/31/1998                  --               --                 --
    1/1/1999 to 12/31/1999                  --           $23.61            189,497
    1/1/2000 to 12/31/2000              $23.61            $6.25            473,337
    1/1/2001 to 12/31/2001               $6.25            $1.94          1,166,884
    1/1/2002 to 12/31/2002               $1.94            $0.60          1,188,414
    1/1/2003 to 12/31/2003               $0.60            $1.21          1,640,765
    1/1/2004 to 12/31/2004               $1.21            $1.37          1,534,878
    1/1/2005 to 12/31/2005               $1.37            $1.31          1,633,655
    1/1/2006 to 12/31/2006               $1.31            $1.36          1,830,505
    1/1/2007 to 12/31/2007               $1.36            $1.74          2,571,465


                                     A-168





                                                                            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--Mid-Cap Value
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    1/1/2000 to 12/31/2000               --               --                --
    1/1/2001 to 12/31/2001               --               --                --
    1/1/2002 to 12/31/2002               --            $7.72            28,913
    1/1/2003 to 12/31/2003            $7.72           $10.41           192,966
    1/1/2004 to 12/31/2004           $10.41           $11.99           364,242
    1/1/2005 to 12/31/2005           $11.99           $12.96           260,628
    1/1/2006 to 12/31/2006           $12.96           $14.46           176,362
    1/1/2007 to 12/31/2007           $14.46           $14.51           150,294
- -------------------------------------------------------------------------------------
ProFund VP--Mid-Cap Growth
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    1/1/2000 to 12/31/2000               --               --                --
    1/1/2001 to 12/31/2001               --               --                --
    1/1/2002 to 12/31/2002               --            $7.75            21,813
    1/1/2003 to 12/31/2003            $7.75            $9.85           150,991
    1/1/2004 to 12/31/2004            $9.85           $10.87           181,124
    1/1/2005 to 12/31/2005           $10.87           $12.01           274,073
    1/1/2006 to 12/31/2006           $12.01           $12.41           118,715
    1/1/2007 to 12/31/2007           $12.41           $13.78           108,048
- -------------------------------------------------------------------------------------
ProFund VP--UltraMid-Cap
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    1/1/2000 to 12/31/2000               --               --                --
    1/1/2001 to 12/31/2001               --               --                --
    1/1/2002 to 12/31/2002               --            $5.75            34,937
    1/1/2003 to 12/31/2003            $5.75            $9.71            91,098
    1/1/2004 to 12/31/2004            $9.71           $12.32           245,338
    1/1/2005 to 12/31/2005           $12.32           $14.43            77,440
    1/1/2006 to 12/31/2006           $14.43           $15.87            61,966
    1/1/2007 to 12/31/2007           $15.87           $16.70            40,495


                                     A-169





                                                                            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
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    1/1/2000 to 12/31/2000               --               --                --
    1/1/2001 to 12/31/2001               --               --                --
    1/1/2002 to 12/31/2002               --            $7.14            99,422
    1/1/2003 to 12/31/2003            $7.14            $9.55           346,508
    1/1/2004 to 12/31/2004            $9.55           $11.40           585,857
    1/1/2005 to 12/31/2005           $11.40           $11.78           112,027
    1/1/2006 to 12/31/2006           $11.78           $13.74           170,318
    1/1/2007 to 12/31/2007           $13.74           $12.67            78,556
- -------------------------------------------------------------------------------------
ProFund VP--Small-Cap Growth
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    1/1/2000 to 12/31/2000               --               --                --
    1/1/2001 to 12/31/2001               --               --                --
    1/1/2002 to 12/31/2002               --            $7.75            89,346
    1/1/2003 to 12/31/2003            $7.75           $10.34           184,649
    1/1/2004 to 12/31/2004           $10.34           $12.30           427,343
    1/1/2005 to 12/31/2005           $12.30           $13.14           196,876
    1/1/2006 to 12/31/2006           $13.14           $14.19            68,601
    1/1/2007 to 12/31/2007           $14.19           $14.67            55,924
- -------------------------------------------------------------------------------------
ProFund VP--UltraSmall-Cap
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --           $11.98                --
    1/1/2000 to 12/31/2000           $11.98            $9.27           233,113
    1/1/2001 to 12/31/2001            $9.27            $8.51           221,152
    1/1/2002 to 12/31/2002            $8.51            $4.85           147,185
    1/1/2003 to 12/31/2003            $4.85            $9.61           258,143
    1/1/2004 to 12/31/2004            $9.61           $12.51           476,709
    1/1/2005 to 12/31/2005           $12.51           $12.41            68,999
    1/1/2006 to 12/31/2006           $12.41           $15.53            77,538
    1/1/2007 to 12/31/2007           $15.53           $13.40            63,150


                                     A-170





                                                                                   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
    1/1/1994 to 12/31/1994                                       --                --
    1/1/1995 to 12/31/1995                      --               --                --
    1/1/1996 to 12/31/1996                      --               --                --
    1/1/1997 to 12/31/1997                      --               --                --
    1/1/1998 to 12/31/1998                      --               --                --
    1/1/1999 to 12/31/1999                      --               --                --
    1/1/2000 to 12/31/2000                      --               --                --
    1/1/2001 to 12/31/2001                      --               --                --
    1/1/2002 to 12/31/2002                      --           $11.64           206,704
    1/1/2003 to 12/31/2003                  $11.64           $11.27           186,404
    1/1/2004 to 12/31/2004                  $11.27           $12.11           195,171
    1/1/2005 to 12/31/2005                  $12.11           $13.11           493,711
    1/1/2006 to 12/31/2006                  $13.11           $12.44           112,791
    1/1/2007 to 12/31/2007                  $12.44           $13.61           339,646
- --------------------------------------------------------------------------------------------
ProFund VP--Rising Rates Opportunity
    1/1/1994 to 12/31/1994                                       --                --
    1/1/1995 to 12/31/1995                      --               --                --
    1/1/1996 to 12/31/1996                      --               --                --
    1/1/1997 to 12/31/1997                      --               --                --
    1/1/1998 to 12/31/1998                      --               --                --
    1/1/1999 to 12/31/1999                      --               --                --
    1/1/2000 to 12/31/2000                      --               --                --
    1/1/2001 to 12/31/2001                      --               --                --
    1/1/2002 to 12/31/2002                      --            $8.07           126,238
    1/1/2003 to 12/31/2003                   $8.07            $7.69           217,316
    1/1/2004 to 12/31/2004                   $7.69            $6.81           888,013
    1/1/2005 to 12/31/2005                   $6.81            $6.23           566,028
    1/1/2006 to 12/31/2006                   $6.23            $6.82           255,289
    1/1/2007 to 12/31/2007                   $6.82            $6.42           211,288
- --------------------------------------------------------------------------------------------
Access VP High Yield
    1/1/1994 to 12/31/1994                                       --                --
    1/1/1995 to 12/31/1995                      --               --                --
    1/1/1996 to 12/31/1996                      --               --                --
    1/1/1997 to 12/31/1997                      --               --                --
    1/1/1998 to 12/31/1998                      --               --                --
    1/1/1999 to 12/31/1999                      --               --                --
    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                      --           $10.63           258,925
    1/1/2006 to 12/31/2006                  $10.63           $11.58           203,717
    1/1/2007 to 12/31/2007                  $11.58           $12.10            64,588


                                     A-171





                                                                                           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
    1/1/1994 to 12/31/1994                                               --                --
    1/1/1995 to 12/31/1995                              --               --                --
    1/1/1996 to 12/31/1996                              --               --                --
    1/1/1997 to 12/31/1997                              --               --                --
    1/1/1998 to 12/31/1998                              --               --                --
    1/1/1999 to 12/31/1999                              --               --                --
    1/1/2000 to 12/31/2000                              --            $7.46            37,575
    1/1/2001 to 12/31/2001                           $7.46            $4.77            44,306
    1/1/2002 to 12/31/2002                           $4.77            $2.99            42,562
    1/1/2003 to 12/31/2003                           $2.99               --                --
    1/1/2004 to 12/31/2004                              --            $4.50            28,099
    1/1/2005 to 12/31/2005                           $4.50            $4.50            23,415
    1/1/2006 to 12/31/2006                           $4.50            $4.65            23,015
    1/1/2007 to 12/31/2007                           $4.65            $4.88            33,437
- ----------------------------------------------------------------------------------------------------
First Trust Global Dividend Target 15
    1/1/1994 to 12/31/1994                                            $0.00                 0
    1/1/1995 to 12/31/1995                           $0.00            $0.00                 0
    1/1/1996 to 12/31/1996                           $0.00            $0.00                 0
    1/1/1997 to 12/31/1997                           $0.00            $0.00                 0
    1/1/1998 to 12/31/1998                           $0.00            $0.00                 0
    1/1/1999 to 12/31/1999                           $0.00            $0.00                 0
    1/1/2000 to 12/31/2000                           $0.00               --                --
    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                              --           $11.93             4,880
    1/1/2005 to 12/31/2005                          $11.93           $13.06            37,527
    1/1/2006 to 12/31/2006                          $13.06           $17.96           112,508
    1/1/2007 to 12/31/2007                          $17.96           $20.22            97,633
- ----------------------------------------------------------------------------------------------------
First Trust Managed VIP
    1/1/1994 to 12/31/1994                                               --                --
    1/1/1995 to 12/31/1995                              --               --                --
    1/1/1996 to 12/31/1996                              --               --                --
    1/1/1997 to 12/31/1997                              --               --                --
    1/1/1998 to 12/31/1998                              --               --                --
    1/1/1999 to 12/31/1999                              --               --                --
    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                              --           $11.40            14,798
    1/1/2005 to 12/31/2005                          $11.40           $12.15            15,235
    1/1/2006 to 12/31/2006                          $12.15           $13.46            30,539
    1/1/2007 to 12/31/2007                          $13.46           $14.63            53,518


                                     A-172





                                                                            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
    1/1/1994 to 12/31/1994                             $0.00                 0
    1/1/1995 to 12/31/1995            $0.00            $0.00                 0
    1/1/1996 to 12/31/1996            $0.00            $0.00                 0
    1/1/1997 to 12/31/1997            $0.00            $0.00                 0
    1/1/1998 to 12/31/1998            $0.00            $0.00                 0
    1/1/1999 to 12/31/1999            $0.00            $0.00                 0
    1/1/2000 to 12/31/2000            $0.00               --                --
    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               --           $10.73             2,813
    1/1/2005 to 12/31/2005           $10.73           $11.01             1,235
    1/1/2006 to 12/31/2006           $11.01           $11.91             3,143
    1/1/2007 to 12/31/2007           $11.91           $14.41             1,392
- -------------------------------------------------------------------------------------
First Trust S&P Target 24
    1/1/1994 to 12/31/1994                             $0.00                 0
    1/1/1995 to 12/31/1995            $0.00            $0.00                 0
    1/1/1996 to 12/31/1996            $0.00            $0.00                 0
    1/1/1997 to 12/31/1997            $0.00            $0.00                 0
    1/1/1998 to 12/31/1998            $0.00            $0.00                 0
    1/1/1999 to 12/31/1999            $0.00            $0.00                 0
    1/1/2000 to 12/31/2000            $0.00               --                --
    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               --           $10.82               999
    1/1/2005 to 12/31/2005           $10.82           $11.20               471
    1/1/2006 to 12/31/2006           $11.20           $11.44             1,065
    1/1/2007 to 12/31/2007           $11.44           $11.85             1,043
- -------------------------------------------------------------------------------------
First Trust The Dow Target 10
    1/1/1994 to 12/31/1994                             $0.00                 0
    1/1/1995 to 12/31/1995            $0.00            $0.00                 0
    1/1/1996 to 12/31/1996            $0.00            $0.00                 0
    1/1/1997 to 12/31/1997            $0.00            $0.00                 0
    1/1/1998 to 12/31/1998            $0.00            $0.00                 0
    1/1/1999 to 12/31/1999            $0.00            $0.00                 0
    1/1/2000 to 12/31/2000            $0.00               --                --
    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               --           $10.55                59
    1/1/2005 to 12/31/2005           $10.55           $10.15               223
    1/1/2006 to 12/31/2006           $10.15           $12.66            11,382
    1/1/2007 to 12/31/2007           $12.66           $12.66             3,312


                                     A-173





                                                                               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 Dow Target Dividend
    1/1/1994 to 12/31/1994                                   --                --
    1/1/1995 to 12/31/1995                  --               --                --
    1/1/1996 to 12/31/1996                  --               --                --
    1/1/1997 to 12/31/1997                  --               --                --
    1/1/1998 to 12/31/1998                  --               --                --
    1/1/1999 to 12/31/1999                  --               --                --
    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                  --            $9.83            10,313
    1/1/2006 to 12/31/2006               $9.83           $11.53            36,613
    1/1/2007 to 12/31/2007              $11.53           $11.59            39,045
- ----------------------------------------------------------------------------------------
First Trust Value Line Target 25
    1/1/1994 to 12/31/1994                                $0.00                 0
    1/1/1995 to 12/31/1995               $0.00            $0.00                 0
    1/1/1996 to 12/31/1996               $0.00            $0.00                 0
    1/1/1997 to 12/31/1997               $0.00            $0.00                 0
    1/1/1998 to 12/31/1998               $0.00            $0.00                 0
    1/1/1999 to 12/31/1999               $0.00            $0.00                 0
    1/1/2000 to 12/31/2000               $0.00               --                --
    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                  --           $12.67            10,691
    1/1/2005 to 12/31/2005              $12.67           $15.07            34,332
    1/1/2006 to 12/31/2006              $15.07           $15.40            11,865
    1/1/2007 to 12/31/2007              $15.40           $18.09            20,913
- ----------------------------------------------------------------------------------------
ProFund VP Large-Cap Growth
    1/1/1994 to 12/31/1994                                   --                --
    1/1/1995 to 12/31/1995                  --               --                --
    1/1/1996 to 12/31/1996                  --               --                --
    1/1/1997 to 12/31/1997                  --               --                --
    1/1/1998 to 12/31/1998                  --               --                --
    1/1/1999 to 12/31/1999                  --               --                --
    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                  --           $10.42           410,302
    1/1/2006 to 12/31/2006              $10.42           $11.29           229,253
    1/1/2007 to 12/31/2007              $11.29           $11.99           325,310


                                     A-174





                                                                            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
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    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           401,521
    1/1/2006 to 12/31/2006           $10.62           $12.53           445,563
    1/1/2007 to 12/31/2007           $12.53           $12.46           289,042
- -------------------------------------------------------------------------------------
ProFund VP Short Mid Cap
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    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               --            $9.71            11,369
    1/1/2005 to 12/31/2005            $9.71            $8.73            32,585
    1/1/2006 to 12/31/2006            $8.73            $8.36           302,256
    1/1/2007 to 12/31/2007            $8.36            $8.07             6,106
- -------------------------------------------------------------------------------------
ProFund VP Short Small-Cap
    1/1/1994 to 12/31/1994                                --                --
    1/1/1995 to 12/31/1995               --               --                --
    1/1/1996 to 12/31/1996               --               --                --
    1/1/1997 to 12/31/1997               --               --                --
    1/1/1998 to 12/31/1998               --               --                --
    1/1/1999 to 12/31/1999               --               --                --
    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            12,042
    1/1/2005 to 12/31/2005            $9.55            $9.21           306,255
    1/1/2006 to 12/31/2006            $9.21            $8.07           327,704
    1/1/2007 to 12/31/2007            $8.07            $8.38            28,374


                                     A-175





                                                                                  Number of
                                            Accumulation  Accumulation         Accumulation
                                           Unit Value at Unit Value at Units Outstanding at
                                     Beginning of Period End of Period        End of Period
                                                              
- -------------------------------------------------------------------------------------------
Rydex Nova
    1/1/1994 to 12/31/1994                                      --                --
    1/1/1995 to 12/31/1995                     --               --                --
    1/1/1996 to 12/31/1996                     --               --                --
    1/1/1997 to 12/31/1997                     --               --                --
    1/1/1998 to 12/31/1998                     --               --                --
    1/1/1999 to 12/31/1999                     --           $10.88           170,171
    1/1/2000 to 12/31/2000                 $10.88            $8.61           160,940
    1/1/2001 to 12/31/2001                  $8.61            $6.54            96,678
    1/1/2002 to 12/31/2002                  $6.54            $4.18            53,740
    1/1/2003 to 12/31/2003                  $4.18            $5.77            50,893
    1/1/2004 to 12/31/2004                  $5.77            $6.58            48,943
    1/1/2005 to 12/31/2005                  $6.58            $6.79            47,099
    1/1/2006 to 12/31/2006                  $6.79            $8.05            31,057
    1/1/2007 to 12/31/2007                  $8.05            $8.09            19,304
- -------------------------------------------------------------------------------------------
Rydex OTC
    1/1/1994 to 12/31/1994                                      --                --
    1/1/1995 to 12/31/1995                     --               --                --
    1/1/1996 to 12/31/1996                     --               --                --
    1/1/1997 to 12/31/1997                     --               --                --
    1/1/1998 to 12/31/1998                     --               --                --
    1/1/1999 to 12/31/1999                     --           $17.15           156,294
    1/1/2000 to 12/31/2000                 $17.15           $10.53           502,685
    1/1/2001 to 12/31/2001                 $10.53            $6.78           185,653
    1/1/2002 to 12/31/2002                  $6.78            $4.12           105,261
    1/1/2003 to 12/31/2003                  $4.12            $5.95            92,804
    1/1/2004 to 12/31/2004                  $5.95            $6.47            78,958
    1/1/2005 to 12/31/2005                  $6.47            $6.50            50,445
    1/1/2006 to 12/31/2006                  $6.50            $6.83            36,153
    1/1/2007 to 12/31/2007                  $6.83            $7.99            19,450
- -------------------------------------------------------------------------------------------
Rydex Inverse S&P 500 Strategy Fund
 formerly, Rydex Inverse S&P 500
    1/1/1994 to 12/31/1994                                      --                --
    1/1/1995 to 12/31/1995                     --               --                --
    1/1/1996 to 12/31/1996                     --               --                --
    1/1/1997 to 12/31/1997                     --               --                --
    1/1/1998 to 12/31/1998                     --               --                --
    1/1/1999 to 12/31/1999                     --            $9.33            39,869
    1/1/2000 to 12/31/2000                  $9.33           $10.76            58,713
    1/1/2001 to 12/31/2001                 $10.76           $12.29             1,421
    1/1/2002 to 12/31/2002                 $12.29           $14.85               875
    1/1/2003 to 12/31/2003                 $14.85               --                --
    1/1/2004 to 12/31/2004                     --               --                --
    1/1/2005 to 12/31/2005                     --            $9.91                 0
    1/1/2006 to 12/31/2006                  $9.91            $9.11                 0
    1/1/2007 to 12/31/2007                  $9.11            $9.12                 0


                                     A-176





                                                                                            Number of
                                                      Accumulation  Accumulation         Accumulation
                                                     Unit Value at Unit Value at Units Outstanding at
                                               Beginning of Period End of Period        End of Period
                                                                        
- -----------------------------------------------------------------------------------------------------
SP International Growth
    1/1/1994 to 12/31/1994                                                --                --
    1/1/1995 to 12/31/1995                               --               --                --
    1/1/1996 to 12/31/1996                               --               --                --
    1/1/1997 to 12/31/1997                               --               --                --
    1/1/1998 to 12/31/1998                               --               --                --
    1/1/1999 to 12/31/1999                               --               --                --
    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            14,108
    1/1/2005 to 12/31/2005                           $10.53           $12.18            49,783
    1/1/2006 to 12/31/2006                           $12.18           $14.65            54,533
    1/1/2007 to 12/31/2007                           $14.65           $17.40            70,733
- -----------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    1/1/1994 to 12/31/1994                                                --                --
    1/1/1995 to 12/31/1995                               --               --                --
    1/1/1996 to 12/31/1996                               --               --                --
    1/1/1997 to 12/31/1997                               --               --                --
    1/1/1998 to 12/31/1998                               --               --                --
    1/1/1999 to 12/31/1999                               --               --                --
    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            17,259
    1/1/2006 to 12/31/2006                           $10.01           $11.50            40,270
    1/1/2007 to 12/31/2007                           $11.50           $12.52           119,072
- -----------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    1/1/1994 to 12/31/1994                                                --                --
    1/1/1995 to 12/31/1995                               --               --                --
    1/1/1996 to 12/31/1996                               --               --                --
    1/1/1997 to 12/31/1997                               --               --                --
    1/1/1998 to 12/31/1998                               --               --                --
    1/1/1999 to 12/31/1999                               --               --                --
    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            78,453
    1/1/2006 to 12/31/2006                           $10.01           $11.31           271,080
    1/1/2007 to 12/31/2007                           $11.31           $12.33           365,220


                                     A-177





                                                                                             Number of
                                                       Accumulation  Accumulation         Accumulation
                                                      Unit Value at Unit Value at Units Outstanding at
                                                Beginning of Period End of Period        End of Period
                                                                         
- ------------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
    1/1/1994 to 12/31/1994                                                 --                --
    1/1/1995 to 12/31/1995                                --               --                --
    1/1/1996 to 12/31/1996                                --               --                --
    1/1/1997 to 12/31/1997                                --               --                --
    1/1/1998 to 12/31/1998                                --               --                --
    1/1/1999 to 12/31/1999                                --               --                --
    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           161,883
    1/1/2006 to 12/31/2006                            $10.02           $11.13           634,693
    1/1/2007 to 12/31/2007                            $11.13           $12.08           734,238
- ------------------------------------------------------------------------------------------------------
AST Conservative Asset Allocation Portfolio
    1/1/1994 to 12/31/1994                                                 --                --
    1/1/1995 to 12/31/1995                                --               --                --
    1/1/1996 to 12/31/1996                                --               --                --
    1/1/1997 to 12/31/1997                                --               --                --
    1/1/1998 to 12/31/1998                                --               --                --
    1/1/1999 to 12/31/1999                                --               --                --
    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                 0
    1/1/2006 to 12/31/2006                            $10.03           $11.02           128,835
    1/1/2007 to 12/31/2007                            $11.02           $11.94           179,010
- ------------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    1/1/1994 to 12/31/1994                                                 --                --
    1/1/1995 to 12/31/1995                                --               --                --
    1/1/1996 to 12/31/1996                                --               --                --
    1/1/1997 to 12/31/1997                                --               --                --
    1/1/1998 to 12/31/1998                                --               --                --
    1/1/1999 to 12/31/1999                                --               --                --
    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                 0
    1/1/2006 to 12/31/2006                            $10.04           $10.77            67,695
    1/1/2007 to 12/31/2007                            $10.77           $11.64           104,035
- ------------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    3/20/2006* to 12/31/2006                          $10.00           $10.74           552,445
    1/1/2007 to 12/31/2007                            $10.74           $11.69           320,190
- ------------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Portfolio
    3/20/2006* to 12/31/2006                          $10.00           $10.57            33,872
    1/1/2007 to 12/31/2007                            $10.57           $11.70            65,626
- ------------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    3/20/2006* to 12/31/2006                          $10.00           $10.67            34,428
    1/1/2007 to 12/31/2007                            $10.67           $11.50           102,596


                                     A-178





                                                                                                    Number of
                                                              Accumulation  Accumulation         Accumulation
                                                             Unit Value at Unit Value at Units Outstanding at
                                                       Beginning of Period End of Period        End of Period
                                                                                
- -------------------------------------------------------------------------------------------------------------
WFVT Advantage C&B Large Cap Value
    1/1/1994 to 12/31/1994                                                        --                --
    1/1/1995 to 12/31/1995                                       --               --                --
    1/1/1996 to 12/31/1996                                       --               --                --
    1/1/1997 to 12/31/1997                                       --               --                --
    1/1/1998 to 12/31/1998                                       --            $9.58             1,943
    1/1/1999 to 12/31/1999                                    $9.58            $9.28            22,874
    1/1/2000 to 12/31/2000                                    $9.28            $9.76           131,343
    1/1/2001 to 12/31/2001                                    $9.76            $9.07           131,195
    1/1/2002 to 12/31/2002                                    $9.07            $6.84           109,227
    1/1/2003 to 12/31/2003                                    $6.84            $8.54            44,932
    1/1/2004 to 12/31/2004                                    $8.54            $9.43            35,085
    1/1/2005 to 12/31/2005                                    $9.43            $9.66            13,894
    1/1/2006 to 12/31/2006                                    $9.66           $11.72            32,164
    1/1/2007 to 12/31/2007                                   $11.72           $11.51            12,698
- -------------------------------------------------------------------------------------------------------------
AST CLS Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $11.52                 0
- -------------------------------------------------------------------------------------------------------------
AST CLS Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $10.05                 0
- -------------------------------------------------------------------------------------------------------------
AST Horizon Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $10.20                14
- -------------------------------------------------------------------------------------------------------------
AST Horizon Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $10.18                 0
- -------------------------------------------------------------------------------------------------------------
AST Niemann Capital Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $10.01                 0
- -------------------------------------------------------------------------------------------------------------
AST Western Asset Core Plus Bond Portfolio
    11/19/2007* to 12/31/2007                                $10.00            $9.99                 0


 *  Denotes the start date of these sub-accounts.

                                     A-179



              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 2/nd/ 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-184



             APPENDIX C-1 - ADVANCED SERIES CHOICE PRIOR CONTRACT

 Between November 1993 and July 31, 1997, the Prudential Annuities offered a
 variable annuity under the marketing name Advisors Choice(R) which is no
 longer being offered ("Choice" or "Prior Contract"). Purchase Payments may
 continue to be made to the Prior Contract. Assets supporting the Prior
 Contracts are maintained in Sub-account of Separate Account B.

 The principal differences between the contracts offered by this Prospectus
 under the marketing name Advisors Choice(R) 2000 ("Choice 2" or "Current
 Contract") and the Prior Contract relate to the availability of fixed
 investment options under the contract, charges made by the Company, and death
 benefit provisions.

 GLOSSARY OF TERMS
 Some of the definitions used in the Choice contract are different from the
 definitions used in Choice 2 contract. The definition of "Account Value" in
 the Choice 2 prospectus is the same as the definition of "Account Value" in
 the Choice prospectus, except for the inclusion of disclosure related to fixed
 investment options. Fixed investment options are not available in the Prior
 Contract. The following defined terms in the Choice 2 prospectus relating to
 the fixed investment options are not applicable to the Prior Contracts:
 "Current Rates," "Fixed Allocation," "Guarantee Period," "Interim Value,"
 "MVA," and "Maturity Date." The definition of "Net Purchase Payment" in the
 CHC2 prospectus is the same as the definition of "Net Purchase Payment" in the
 Choice prospectus, except for the inclusion of any applicable sales charge,
 initial maintenance fee and/or charge for taxes in the Choice contracts.

 What are the Fixed Investment Options?
 The Prior Contracts do not offer a fixed investment option. Therefore, any
 provisions in this Prospectus that relate to the Fixed Allocations are not
 applicable to the Prior Contract.

 FEES AND CHARGES

 What are the Contract Fees and Charges?
 Annual Maintenance Fee: A maintenance fee for the Prior Contract equaling the
 lesser of $35 or 2% may be assessed against: (a) the initial Purchase Payment;
 and (b) each Annuity Year after the first, the Account Value. It applies to
 the initial Purchase Payment only if less than $50,000. It is assessed, as of
 the first Valuation Period of each Annuity Year after the first only if, at
 that time, the Account Value of the Annuity is less than $50,000.

 MANAGING YOUR ACCOUNT VALUE

 Do you Offer Dollar Cost Averaging?
 Your Choice annuity must have an Account Value of not less than $20,000 at the
 time we accept your request for a dollar cost averaging program.

 Do You Offer a Program to Balanced Fixed and Variable Investments?
 The "Balanced Investment Program" is not available under the Prior Contract.

 PERFORMANCE ADVANTAGE
 This benefit is not available under the Prior Contract.

 ACCESS TO ACCOUNT VALUE

 Can I Make Periodic Withdrawals from the Annuity During the Accumulation
 Period?
 Your Choice annuity must have an Account Value of at least $25,000 at the time
 we accept your request for a program of Systematic Withdrawals.

 What Types Of Annuity Payment Options Are Available Upon Annuitization?
 The minimum monthly annuity payment for the Choice contract is $50.00, except
 where a lower amount is required by law.

 LIVING BENEFITS
 The Optional Living Benefits are not available under the Prior Contract.

                                     C-185



                                 DEATH BENEFIT
 The minimum death benefit for the Choice contract is the total of each
 Purchase Payment growing daily at the equivalent of a specified interest rate
 per year starting as to each Purchase Payment on the date it is allocated to
 the Account Value, less the total of each withdrawal, of any type, growing
 daily at the equivalent of the same specified interest rate per year starting
 as of the date of each such withdrawal. However, this minimum death benefit
 may not exceed 200% of (A) minus (B), where (A) is the total of all Purchase
 Payment received; and (B) is the total of all withdrawals of any type.
 Currently, the specified rate at which the minimum death benefit increases is
 5% per year, compounded yearly.

 OPTIONAL DEATH BENEFITS
 The Optional Death Benefits are not available under the Prior Contract.

 PLUS40(TM) OPTIONAL LIFE INSURANCE RIDER
 The Plus40(TM) Optional Life Insurance Rider is not available under the Prior
 Contract.

 PERFORMANCE INFORMATION
 The calculation of performance information and the Standard Total Return and
 the Non-standard Total Return for the Choice Sub-accounts are set forth in the
 Choice 2 Statement of Additional Information.

                                     C-186



             APPENDIX C-2 - ADVANCED SERIES DESIGN PRIOR CONTRACT

                               EXPENSE EXAMPLES
          The Expense Examples for the Prior Contract are as follows:

 WHETHER OR NOT YOU SURRENDER YOUR CONTRACT AT THE END OF THE APPLICABLE TIME
                                    PERIOD:



                      -----------------------------------
                      1 year  3 years  5 years  10 years
                      -----------------------------------
                                       
                      $559    $1,664   $2,754   $5,415
                      -----------------------------------


          IF YOU ANNUITIZE AT THE END OF THE APPLICABLE TIME PERIOD:



                      -----------------------------------
                      1 year  3 years  5 years  10 years
                      -----------------------------------
                                       
                      $559    $1,664   $2,754   $5,415
                      -----------------------------------


 The Expense Examples shown above assume your Account Value is less than
 $50,000 so that the Annual Maintenance Fee applies. If your Account Value is
 greater than $50,000 such that the Annual Maintenance Fee does not apply, the
 amounts indicated in the Expense Examples shown above would be reduced.

 FEES AND CHARGES

 What are the Contract Fees and Charges?
 Sales Charge: The Prior Contract provides for a sales charge in the amount of
 1.5% of each Purchase Payment. Any applicable sales charge is deducted from
 each Purchase Payment.

 EXCEPTIONS/REDUCTIONS TO FEES AND CHARGES
 We may reduce or eliminate certain fees and charges or alter the manner in
 which the particular fee or charge is deducted. For example, we may reduce or
 eliminate the amount of the Annual Maintenance Fee or reduce the portion of
 the Insurance Charge for administrative costs. 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; and/or (d) 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 the
 portion of the Insurance Charge attributed to the charge covering
 administrative costs.

 No sales charge is imposed when any group annuity contract or any Annuity
 issued pursuant to this Prospectus is owned on its Issue Date by: (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, custodianship, 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.;
 (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) above; and (j) the siblings
 of any such persons noted in (b) through (h) above. Any elimination of the
 sales charge or any reduction to the amount of such charges will not
 discriminate unfairly between Annuity purchasers. We will not make any changes
 to this charge where prohibited by law.

 LIVING BENEFITS
 The Optional Living Benefits are not available under the Prior Contract.

 DEATH BENEFIT

 OPTIONAL DEATH BENEFITS
 The Optional Death Benefits are not available under the Prior Contract.

 PLUS40(TM) OPTIONAL LIFE INSURANCE RIDER
 The Plus40(TM) Optional Life Insurance Rider was never available under the
 Prior Contract.

                                     C-187



                      APPENDIX D - PERFORMANCE ADVANTAGE

                  PRUDENTIAL ANNUITIES' PERFORMANCE ADVANTAGE

 Prudential Annuities' Performance Advantage was offered, in those states where
 approved, between May 15, 1999 and October 22, 2000. The description below of
 the Performance Advantage benefit applies to those Contract Owners who
 purchased an Annuity during that time period when the Performance Advantage
 feature was offered.

                               GLOSSARY OF TERMS

 When determining the Account Value and Surrender Value of the Annuity, both
 amounts will not include any Target Value Credits (described below) that we
 are entitled to recover upon Surrender of your Annuity.

                DO YOU PROVIDE ANY GUARANTEES ON MY INVESTMENT?

 The Annuity provides variable investment options and fixed investment options.
 Only the fixed investment options provide a guaranteed return on your
 investment, subject to certain terms and conditions. However, your Annuity
 includes a feature at no additional cost that provides certain benefits if
 your Account Value has not reached or exceeded a "target value" on its 10/th/
 anniversary. If, on the 10/th/ anniversary of your Annuity's Issue Date, your
 Account Value has not reached the target value (as defined below) you can
 choose either of the following benefits:

..   You may continue your Annuity without electing to receive Annuity payments
    and receive an annual credit to your Account Value payable until you begin
    receiving Annuity payments. The credit is equal to 0.25% of the average of
    your Annuity's Account Value for the preceding four complete calendar
    quarters. This credit is applied to your investment options pro-rata based
    on the allocation of your then current Account Value.

 OR

..   You may begin receiving Annuity payments within one year and accept a
    one-time credit to your Annuity equal to 10% of the net of the Account
    Value on the 10/th/ anniversary of its Issue Date minus the sum of all
    Purchase Payments allocated in the prior five years. The annuity option you
    select must initially guarantee payments for not less than seven years.
    Following the 10/th/ anniversary of your Annuity's Issue Date, we will
    inform you if your Account Value did not meet or exceed the Target Value.
    We will assume that you have elected to receive the annual credit to your
    Account Value unless, not less than 30 days prior to the next anniversary
    of the Annuity, we receive at our home office your election to begin
    receiving Annuity payments. Certain provisions of this benefit and of the
    Target Value Credits described below may differ if you purchase your
    Annuity as part of an exchange, replacement or transfer, in whole or in
    part, from any other Annuity we issue.

             WHAT IS THE "TARGET VALUE" AND HOW IS IT CALCULATED?

 The Target Value is a tool used to determine whether you are eligible to elect
 either of the benefits described above. The Target Value does not impact the
 Account Value available if you surrender your Annuity or make a partial
 withdrawal and does not impact the Death Benefit available to your
 Beneficiary(ies). The Target Value assumes a rate of return over ten (10)
 Annuity Years that will allow your initial investment to double in value,
 adjusted for any withdrawals and/or additional Purchase Payments you make
 during the 10 year period. We calculate the "Target Value" as follows:

 1. Accumulate the initial Purchase Payment at an annual interest rate of 7.2%
    until the 10/th/ anniversary of the Annuity's Issue Date; plus

 2. Accumulate any additional Purchase Payments at an annual interest rate of
    7.2% from the date applied until the 10/th/ anniversary of the Annuity's
    Issue Date; minus

 3. Each "proportional reduction" resulting from any withdrawal, accumulating
    at an annual interest rate of 7.2% from the date the withdrawal is
    processed until the 10/th/ anniversary of the Annuity's Issue Date. We
    determine each "proportional reduction" by determining the percentage of
    your Account Value then withdrawn and reducing the Target Value by that
    same percentage. We include any withdrawals under your Annuity in this
    calculation, as well as the charge we deduct for any optional benefits you
    elect under the Annuity, but not the charge we deduct for the Annual
    Maintenance Fee or the Transfer Fee.

                                     D-188



                                   EXAMPLES

 1. Assume you make an initial Purchase Payment of $10,000 and make no further
    Purchase Payments. The Target Value on the 10/th/ anniversary of your
    Annuity's Issue Date would be $20,042, assuming no withdrawals are made.
    This is equal to $10,000 accumulating at an annual rate of 7.2% for the
    10-year period.

 2. Assume you make an initial Purchase Payment of $10,000 and make no further
    Purchase Payments. Assume at the end of Year 6, your Account Value has
    increased to $15,000 and you make a withdrawal of 10% or $1,500. The Target
    Value on the 10/th/ anniversary would be $18,722. This is equal to $10,000
    accumulating at an annual rate of 7.2% for the 10-year period, minus the
    proportional reduction accumulating at an annual interest rate of 7.2%.

              CAN I RESTART THE 10-YEAR TARGET VALUE CALCULATION?

 Yes, you can elect to lock in the growth in your Annuity by "restarting" the
 10-year period on any anniversary of the Issue Date. If you elect to restart
 the calculation period, we will treat your Account Value on the restart date
 as if it was your Purchase Payment when determining if your Annuity's Account
 Value meets or exceeds the Target Value on the appropriate tenth
 (10/th/) anniversary. You may elect to restart the calculation more than once,
 in which case, the 10-year calculation period will begin on the date of the
 last restart date. We must receive your election to restart the calculation at
 our home office not later than 30 days after each anniversary of the Issue
 Date.

                        WHAT ARE TARGET VALUE CREDITS?

 Target Value Credits are additional amounts that we apply to your Account
 Value to increase the likelihood that your Account Value will meet or exceed
 the Target Value. We add Target Value Credits to your Account Value at the
 time a Purchase Payment is applied to your Annuity. Only those Purchase
 Payments made before the first anniversary of the Issue Date of your Annuity
 are eligible to receive Target Value Credits. The amount of the Target Value
 Credit is equal to 1.0% of each qualifying Purchase Payment. Target Value
 Credits are only payable on qualifying Purchase Payments if the Owner(s) of
 the Annuity is (are) less than age 81 on its Issue Date. If the Annuity is
 owned by an entity, the age restriction applies to the age of the Annuitant on
 the Issue Date. The Target Value Credit is payable from our general account
 and is allocated to the investment options in the same ratio that the
 qualifying Purchase Payment is allocated. Target Value Credits will not be
 available if you purchase your Annuity as part of an exchange, replacement or
 transfer, in whole or in part, of an Annuity we issued that has the same or a
 similar benefit.

 The amount of any Target Value Credits are not immediately vested and can be
 recovered by Prudential Annuities under the circumstances and for the time
 periods shown below. If Prudential Annuities exercises its right to recover
 the amount of any Target Value Credit, any investment gain on the Target Value
 Credit will not be taken back.

 1. If you surrender your Annuity before the 10th anniversary of the Issue Date
    of the Annuity.

 2. If you elect to begin receiving Annuity payments before the first
    anniversary of the Issue Date.

 3. If a person on whose life we pay the Death Benefit dies, or if a
    "contingency event" occurs which triggers a medically-related surrender:

   .   within 12 months after the date a Target Value Credit was allocated to
       your Account Value; or

   .   within 10 years after the date a Target Value Credit was allocated to
       your Account Value if any owner was over age 70 on the Issue Date, or,

 if the Annuity was then owned by an entity, the Annuitant was over age 70 on
 the Issue Date. Following completion of the above time periods, the amount of
 any Target Value Credits are vested in the Owner.

                                     D-189



             APPENDIX E - PLUS40(TM) OPTIONAL LIFE INSURANCE RIDER

 Prudential Annuities' Plus40(TM) Optional Life Insurance Rider was offered, in
 those states where approved, between September 17, 2001 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's 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.

                                      E-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%
                          ----------------------------


                                      E-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.

                                      E-3



 APPENDIX F - DESCRIPTION AND CALCULATION OF PREVIOUSLY OFFERED OPTIONAL DEATH
                                   BENEFITS

 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 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 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%.

                                      F-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.

 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.

 Between May 15, 1999 and January 22, 2001, in those jurisdictions where we
 received regulatory approval, Prudential Annuities offered the Guaranteed
 Minimum Death Benefit with a 7.2% accumulation rate. This Benefit will apply
 to Annuity Owners who purchased the Annuity and elected the 7.2% GMDB during
 the period it was offered.

 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 0.35%
 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).

                                      F-2



 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.

 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.

 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, 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 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

           Benefit Payable Under Enhanced Beneficiary Protection Optional Death Benefit = 40% of Growth
                                                =                 $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, 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 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.

                                      F-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).

                                      F-4



       APPENDIX G - 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 the
       other. Upon each rebalance, 100% of your Account Value allocated to the
       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.

                                      G-1



 APPENDIX H - ASSET TRANSFER FORMULA UNDER HIGHEST DAILY LIFETIME FIVE 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, it is 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, 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.

                                      H-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 * Ct] / (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 * C\\t\\] / ( 1 - C\\t\\))}
      =    { 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


                                      H-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.

                                      H-3



   APPENDIX I - ANNUITIES APPROVED FOR SALE BY THE NEW YORK STATE INSURANCE
                                  DEPARTMENT


                                      
                                                                    Advisors Choice NY
- -------------------------------------------------------------------------------------------------------------------
Minimum Investment                       $5,000
- -------------------------------------------------------------------------------------------------------------------
Maximum Issue Age                        Annuitant 85; Owner None
- -------------------------------------------------------------------------------------------------------------------
Withdrawal Charge Schedule               None
- -------------------------------------------------------------------------------------------------------------------
Insurance Charge                         0.65%
- -------------------------------------------------------------------------------------------------------------------
Annual Maintenance Fee                   Lesser of $30 or 2% of Account Value Waived for Account Values
                                         exceeding $50,000
- -------------------------------------------------------------------------------------------------------------------
Transfer Fee                             $10 after twenty in any annuity year.
- -------------------------------------------------------------------------------------------------------------------
Contract Credit                          No
- -------------------------------------------------------------------------------------------------------------------
Fixed Allocation                         Fixed Allocations Available. (Currently offering durations of 1, 2, 3, 5,
                                         7, and 10 year periods.) MVA does apply.
- -------------------------------------------------------------------------------------------------------------------
Variable Investment Options              All options generally available except when an optional rider with
                                         investment restrictions is purchased.
- -------------------------------------------------------------------------------------------------------------------
Basic Death Benefit                      Prior to age 85: The greater of Account Value (variable) plus Interim
                                         Value (fixed) or Purchase Payments minus withdrawals. On or after age
                                         85: Account Value (variable) plus Interim Value (fixed). (no MVA
                                         applied)
- -------------------------------------------------------------------------------------------------------------------
Optional Death Benefits (for an
 additional cost) /(1)/ Highest
 Anniversary Value (HAV)
- -------------------------------------------------------------------------------------------------------------------
Optional Living Benefits (for an         GRO, GRO Plus, Highest Daily GRO, Guaranteed Minimum
 additional cost) /(2)/                  Withdrawal Benefit, (GMWB), Guaranteed Minimum Income Benefit
                                         (GMIB), Lifetime Five, Spousal Lifetime Five, Highest Daily Lifetime
                                         Five, Highest Daily Lifetime Seven
                                         Spousal Highest Daily Lifetime Seven
- -------------------------------------------------------------------------------------------------------------------
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. Highest Daily GRO and the Highest
    Daily Lifetime Seven benefits are pending approval by New York.

 For more information about variations applicable to annuities approved for
 sale by the New York State Insurance Department, please refer to your annuity
 contract.

                                      I-1



 APPENDIX J - 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 (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.

                                     J-202



 APPENDIX K - 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:
   .   Cu - 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%.

   .   Ct - 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) 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]


                                     K-203



                     "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.

                                     K-204




                                        
                          PLEASE SEND ME A STATEMENT OF ADDITIONAL INFORMATION THAT CONTAINS
                          FURTHER DETAILS ABOUT THE PRUDENTIAL ANNUITIES ANNUITY DESCRIBED IN
                          PROSPECTUS CH2-PROS (05/2008).
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                                             (print your name)
                                           ---------------------------------------
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                                                      ----------------
         [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
  ASSURANCE CORPORATION                                    DISTRIBUTORS, 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

                   Prospectus Supplement, dated May 1, 2009

This supplement should be read and retained with the prospectus for your
Annuity. If you would like another copy of the prospectus, please call us at
1-800-752-6342.

Prudential Annuities Life Assurance Corporation ("PALAC") incorporates by
reference into the prospectus its latest annual report on Form 10-K filed
pursuant to Section 13(a) or Section 15(d) of the Exchange Act since the end of
the fiscal year covered by its latest annual report. In addition, all documents
subsequently filed by PALAC pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act also are incorporated into the prospectus by reference. PALAC
will provide to each person, including any beneficial owner, to whom a
prospectus is delivered, a copy of any or all of the information that has been
incorporated by reference into the prospectus but not delivered with the
prospectus. Such information will be provided upon written or oral request at
no cost to the requester by writing to Prudential Annuities Life Assurance
Corporation, One Corporate Drive, Shelton, CT 06484 or by calling 800-752-6342.
PALAC files periodic reports as required under the Securities Exchange Act of
1934. The public may read and copy any materials that PALAC files with the SEC
at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C.
20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains reports, proxy, and information statements, and
other information regarding issuers that file electronically with the SEC (see
http://www.sec.gov). Our internet address is http://www.prudentialannuities.com.



                                PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

 ADVANCED SERIES ADVISOR/SM/ PLAN III ("ASAP III")/SM/
 ADVANCED SERIES APEX II/SM/ ("APEX II")/SM/
 ADVANCED SERIES LIFEVEST II/SM/ ("ASL II")/SM/
 ADVANCED SERIES XTRA CREDIT/SM/ SIX ("XT6")/SM/
 ADVANCED SERIES ADVISORS CHOICE/SM/ 2000 ("CHOICE 2000")

                Amendment to Supplement dated February 23, 2009
                                       To
                Prospectuses dated May 1, 2008, as Supplemented

 This supplement should be read and retained with the prospectus and
 supplements for your ASAP III, APEX II, ASL II, XT6 and Choice 2000 Annuity.
 If you would like another copy of the prospectus or the supplements, please
 call us at 1-800-752-6342. The terms used in this supplement are defined in
 the Glossary of Terms in the Prospectus, unless specifically defined in a
 supplement to the Prospectus.

 The February 23, 2009 Supplement offering the following optional living
 benefits: Highest Daily Lifetime 7 Plus, Spousal Highest Daily Lifetime 7
 Plus, Highest Daily Lifetime 7 Plus with Beneficiary Income Option ("BIO"),
 Spousal Highest Daily Lifetime 7 Plus with BIO and Highest Daily Lifetime 7
 Plus with Lifetime Income Accelerator ("LIA"), is hereby amended as follows.

 The "Summary of Contract Fees and Charges - Your Optional Benefit Fees and
 Charges" Table on pages 3 and 4 of your Supplement is hereby replaced in its
 entirety with the following Table. The Table is being revised to clarify how
 the Optional Benefit Fee is deducted from your Annuity. In the Table below,
 "AV" refers to Account Value and "PWV" refers to Protected Withdrawal Value.

                                                                       CORESUP8



 The following line items are added to the prospectus (page 8 or page 7 for
 Choice 2000) section "Summary of Contract Fees and Charges - Your Optional
 Benefit Fees and Charges." The entire table of "Summary of Contract Fees and
 Charges" can be found on page 6 of your prospectus.

                     SUMMARY OF CONTRACT FEES AND CHARGES



- ------------------------------------------------------------------------------------------------------------------------
                                     YOUR OPTIONAL BENEFIT FEES AND CHARGES /1/
- ------------------------------------------------------------------------------------------------------------------------
          OPTIONAL BENEFIT               OPTIONAL        TOTAL        TOTAL        TOTAL        TOTAL         TOTAL
                                       BENEFIT FEE/     ANNUAL        ANNUAL      ANNUAL        ANNUAL       ANNUAL
                                          CHARGE      CHARGE /2/    CHARGE /2/   CHARGE /2/   CHARGE/ 2/   CHARGE /2/
                                                      for ASAP III  for APEX II  for ASL II    for XT6     for CHOICE
                                                                                                              2000
- ------------------------------------------------------------------------------------------------------------------------
                                                                                        
HIGHEST DAILY LIFETIME 7 PLUS
Maximum Charge /3/                         1.50%       1.25% +       1.65% +      1.65% +      1.65% +       0.65% +
                                       of greater of   1.50% of      1.50% of     1.50% of     1.50% of     1.50% of
                                        AV and PWV    greater of    greater of   greater of   greater of  greater of AV
                                                        AV and        AV and       AV and       AV and       and PWV
                                                         PWV           PWV          PWV          PWV
Current Charge                           0.75% of      1.25% +       1.65% +      1.65% +      1.65% +       0.65% +
                                       greater of AV   0.75% of      0.75% of     0.75% of     0.75% of     0.75% of
                                          and PWV     greater of    greater of   greater of   greater of  greater of AV
                                                        AV and        AV and       AV and       AV and       and PWV
                                                         PWV           PWV          PWV          PWV
- ------------------------------------------------------------------------------------------------------------------------
SPOUSAL HIGHEST DAILY LIFETIME 7 PLUS
Maximum Charge /3/                       1.50% of      1.25% +       1.65% +      1.65% +      1.65% +       0.65% +
                                       greater of AV   1.50% of      1.50% of     1.50% of     1.50% of     1.50% of
                                          and PWV     greater of    greater of   greater of   greater of  greater of AV
                                                        AV and        AV and       AV and       AV and       and PWV
                                                         PWV           PWV          PWV          PWV
Current Charge                           0.90% of      1.25% +       1.65% +      1.65% +      1.65% +       0.65% +
                                       greater of AV   0.90% of      0.90% of     0.90% of     0.90% of     0.90% of
                                          and PWV     greater of    greater of   greater of   greater of  greater of AV
                                                        AV and        AV and       AV and       AV and       and PWV
                                                         PWV           PWV          PWV          PWV
- ------------------------------------------------------------------------------------------------------------------------
HIGHEST DAILY LIFETIME 7 PLUS WITH BIO
Maximum Charge /3/                       2.00% of      1.25% +       1.65% +      1.65% +      1.65% +       0.65% +
                                       greater of AV   2.00% of      2.00% of     2.00% of     2.00% of     2.00% of
                                          and PWV     greater of    greater of   greater of   greater of  greater of AV
                                                        AV and        AV and       AV and       AV and       and PWV
                                                         PWV           PWV          PWV          PWV
Current Charge                           1.10% of      1.25% +       1.65% +      1.65% +      1.65% +       0.65% +
                                       greater of AV   1.10% of      1.10% of     1.10% of     1.10% of     1.10% of
                                          and PWV     greater of    greater of   greater of   greater of  greater of AV
                                                        AV and        AV and       AV and       AV and       and PWV
                                                         PWV           PWV          PWV          PWV
- ------------------------------------------------------------------------------------------------------------------------
SPOUSAL HIGHEST DAILY LIFETIME 7 PLUS
WITH BIO
Maximum Charge /3/                       2.00% of      1.25% +       1.65% +      1.65% +      1.65% +       0.65% +
                                       greater of AV   2.00% of      2.00% of     2.00% of     2.00% of     2.00% of
                                          and PWV     greater of    greater of   greater of   greater of  greater of AV
                                                        AV and        AV and       AV and       AV and       and PWV
                                                         PWV           PWV          PWV          PWV
Current Charge                           1.10% of      1.25% +       1.65% +      1.65% +      1.65% +       0.65% +
                                       greater of AV   1.10% of      1.10% of     1.10% of     1.10% of     1.10% of
                                          and PWV     greater of    greater of   greater of   greater of  greater of AV
                                                        AV and        AV and       AV and       AV and       and PWV
                                                         PWV           PWV          PWV          PWV
- ------------------------------------------------------------------------------------------------------------------------


                                      2





- ------------------------------------------------------------------------------------------------------------------------
                                     YOUR OPTIONAL BENEFIT FEES AND CHARGES /1/
- ------------------------------------------------------------------------------------------------------------------------
          OPTIONAL BENEFIT               OPTIONAL        TOTAL        TOTAL        TOTAL        TOTAL         TOTAL
                                       BENEFIT FEE/     ANNUAL        ANNUAL      ANNUAL        ANNUAL       ANNUAL
                                          CHARGE      CHARGE /2/    CHARGE /2/   CHARGE /2/   CHARGE/ 2/   CHARGE /2/
                                                      for ASAP III  for APEX II  for ASL II    for XT6     for CHOICE
                                                                                                              2000
- ------------------------------------------------------------------------------------------------------------------------
                                                                                        
HIGHEST DAILY LIFETIME 7 PLUS WITH LIA
Maximum Charge /3/                       2.00% of      1.25% +       1.65% +      1.65% +      1.65% +       0.65% +
                                       greater of AV   2.00% of      2.00% of     2.00% of     2.00% of     2.00% of
                                          and PWV     greater of    greater of   greater of   greater of  greater of AV
                                                        AV and        AV and       AV and       AV and       and PWV
                                                         PWV           PWV          PWV          PWV
Current Charge                           1.10% of      1.25% +       1.65% +      1.65% +      1.65% +       0.65% +
                                       greater of AV   1.10% of      1.10% of     1.10% of     1.10% of     1.10% of
                                          and PWV     greater of    greater of   greater of   greater of  greater of AV
                                                        AV and        AV and       AV and       AV and       and PWV
                                                         PWV           PWV          PWV          PWV
- ------------------------------------------------------------------------------------------------------------------------


 How Charge is Determined

 1. Highest Daily Lifetime 7 Plus. Charge for this benefit is assessed against
    the greater of the Account Value ("AV") and 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, 0.75% of the greater of the AV
    and the PWV is in addition to 1.25% annual charge of amounts invested in
    the Sub-accounts (in Annuity Years 1-8) and 0.65% annual charge of amounts
    invested in the Sub-accounts in subsequent Annuity Years. For APEX II and
    ASL II, 0.75% of the greater of the AV and the PWV is in addition to 1.65%
    annual charge of amounts invested in the Sub-accounts. For XT6, 0.75% of
    the greater of the AV and the PWV is in addition to 1.65% annual charge of
    amounts invested in the Sub-accounts (in Annuity Years 1-10) and 0.65%
    annual charge of amounts invested in the Sub-accounts in subsequent Annuity
    Years. For Choice 2000, 0.75% of the greater of the AV and the PWV is in
    addition to 0.65% annual charge of amounts invested in the Sub-accounts.
    Spousal Highest Daily Lifetime 7 Plus. Charge for this benefit is assessed
    against the greater of the Account Value ("AV") and 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, 0.90% of the
    greater of the AV and the PWV is in addition to 1.25% annual charge of
    amounts invested in the Sub-accounts (in Annuity Years 1-8) and 0.65%
    annual charge of amounts invested in the Sub-accounts in subsequent Annuity
    Years. For APEX II and ASL II, 0.90% of the greater of the AV and the PWV
    is in addition to 1.65% annual charge of amounts invested in the
    Sub-accounts. For XT6, 0.90% of the greater of the AV and the PWV is in
    addition to 1.65% annual charge of amounts invested in the Sub-accounts (in
    Annuity Years 1-10) and 0.65% annual charge of amounts invested in the
    Sub-accounts in subsequent Annuity Years. For Choice 2000, 0.90% of the
    greater of the AV and the PWV is in addition to 0.65% annual charge of
    amounts invested in the Sub-accounts.
    Highest Daily Lifetime 7 Plus with BIO. Charge for this benefit is assessed
    against the greater of the Account Value ("AV") and 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, 1.10% of the
    greater of the AV and the PWV is in addition to 1.25% annual charge of
    amounts invested in the Sub-accounts (in Annuity Years 1-8) and 0.65%
    annual charge of amounts invested in the Sub-accounts in subsequent Annuity
    Years. For APEX II and ASL II, 1.10% of the greater of the AV and the PWV
    is in addition to 1.65% annual charge of amounts invested in the
    Sub-accounts. For XT6, 1.10% of the greater of the AV and the PWV is in
    addition to 1.65% annual charge of amounts invested in the Sub-accounts (in
    Annuity Years 1-10) and 0.65% annual charge of amounts invested in the
    Sub-accounts in subsequent Annuity Years. For Choice 2000, 1.10% of the
    greater of the AV and the PWV is in addition to 0.65% annual charge of
    amounts invested in the Sub-accounts.
    Spousal Highest Daily Lifetime 7 Plus with BIO. Charge for this benefit is
    assessed against the greater of the Account Value ("AV") and 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, 1.10% of the
    greater of the AV and the PWV is in addition to 1.25% annual charge of
    amounts invested in the Sub-accounts (in Annuity Years 1-8) and 0.65%
    annual charge of amounts invested in the Sub-accounts in subsequent Annuity
    Years. For APEX II and ASL II, 1.10% of the greater of the AV and the PWV
    is in addition to 1.65% annual charge of amounts invested in the
    Sub-accounts. For XT6, 1.10% of the greater of the AV and the PWV is in
    addition to 1.65% annual charge of amounts invested in the Sub-accounts (in
    Annuity Years 1-10) and 0.65% annual charge of amounts invested in the
    Sub-accounts in subsequent Annuity Years. For Choice 2000, 1.10% of the
    greater of the AV and the PWV is in addition to 0.65% annual charge of
    amounts invested in the Sub-accounts.
    Highest Daily Lifetime 7 Plus with LIA. Charge for this benefit is assessed
    against the greater of the Account Value ("AV") and 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, 1.10% of the
    greater of the AV and the PWV is in addition to 1.25% annual charge of
    amounts invested in the Sub-accounts (in Annuity Years 1-8) and 0.65%
    annual charge of amounts invested in the Sub-accounts in subsequent Annuity
    Years. For APEX II and ASL II, 1.10% of the greater of the AV and the PWV
    is in addition to 1.65% annual charge of amounts invested in the
    Sub-accounts. For XT6, 1.10% of the greater of the AV and the PWV is in
    addition to 1.65% annual charge of amounts invested in the Sub-accounts (in
    Annuity Years 1-10) and 0.65% annual charge of amounts invested in the
    Sub-accounts in subsequent Annuity Years. For Choice 2000, 1.10% of the
    greater of the AV and the PWV is in addition to 0.65% annual charge of
    amounts invested in the Sub-accounts.
 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.
 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.

                                      3




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



                                                                       CORESUP8



                                PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

 ADVANCED SERIES ADVISOR/SM/ PLAN III ("ASAP III")/SM/
 ADVANCED SERIES APEX II/SM/ ("APEX II")/SM/
 ADVANCED SERIES LIFEVEST II/SM/ ("ASL II")/SM/
 ADVANCED SERIES XTRA CREDIT/SM/ SIX ("XT6")/SM/
 ADVANCED SERIES ADVISORS CHOICE(R) 2000 ("CHOICE 2000")
 (marketed by some firms as "Advisors Select 2000")

                       Supplement dated February 23, 2009
                                       To
                Prospectuses dated May 1, 2008, as Supplemented

 This supplement should be read and retained with the prospectus and
 supplements for your ASAP III, APEX II, ASL II, XT6 and Choice 2000 Annuity.
 If you would like another copy of the prospectus or the supplements, please
 call us at 1-800-752-6342. The terms used in this supplement are defined in
 the Glossary of Terms in the prospectus, unless specifically defined in this
 supplement. The optional living benefits and optional features described in
 this supplement are 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.

 This supplement describes new optional living benefits available under each of
 the above-referenced Annuities (page 7). If you currently own an Annuity with
 a living benefit, you may terminate your existing benefit rider and elect
 these new benefits (subject to our current rules).

 This supplement also describes a new optional feature available to current
 owners of Highest Daily Lifetime Five Income Benefit (page 35), Highest Daily
 Lifetime Seven Income Benefit (page 37), and Spousal Highest Daily Lifetime
 Seven Income Benefit (page 37) that, if elected, would provide an alternative
 asset transfer formula for your benefit. Except as otherwise described in this
 supplement, all terms and conditions of your Annuity and benefit rider for
 Highest Daily Lifetime Five Income Benefit, Highest Daily Lifetime Seven
 Income Benefit or Spousal Highest Daily Lifetime Seven Income Benefit apply
 and do not change.

 In addition, this supplement also: (1) discusses that certain optional living
 benefits are no longer available (subject to regulatory approval of the
 benefits offered in this supplement) (page 42); (2) discusses information
 about Section 403(b) annuity contract exchanges (page 42); (3) provides
 information regarding purchasing an Annuity if you are a beneficiary of an
 annuity contract that was owned by a decedent (page 42); and (4) provides
 additional information with respect to Guaranteed Return Option Plus,
 Guaranteed Return Option, Highest Daily Guaranteed Return Option, Guaranteed
 Return Option Plus 2008, Highest Daily Lifetime Five, Highest Daily Lifetime
 Seven and Spousal Highest Daily Lifetime Seven (pages 43-50).


                                                                       CORESUP7



                         SUPPLEMENT TABLE OF CONTENTS



                                                                                            Page
                                                                                            ----
                                                                                         

SUMMARY OF CONTRACT FEES AND CHARGES - YOUR OPTIONAL BENEFIT FEES AND CHARGES..............   3

EXPENSE EXAMPLES...........................................................................   5

NEW OPTIONAL LIVING BENEFITS...............................................................   7

 HIGHEST DAILY LIFETIME 7 PLUS/SM/ INCOME BENEFIT..........................................   7
 TRANSFER FORMULA FOR HIGHEST DAILY LIFETIME 7 PLUS/SM/ AND SPOUSAL HIGHEST DAILY LIFETIME
   7 PLUS/SM/ INCOME BENEFITS..............................................................  17
 HIGHEST DAILY LIFETIME 7 PLUS WITH BENEFICIARY INCOME OPTION/SM/..........................  19
 HIGHEST DAILY LIFETIME 7 PLUS WITH LIFETIME INCOME ACCELERATOR/SM/........................  20
 SPOUSAL HIGHEST DAILY LIFETIME 7 PLUS/SM/ INCOME BENEFIT/ /...............................  22
 SPOUSAL HIGHEST DAILY LIFETIME 7 PLUS WITH BENEFICIARY INCOME OPTION/SM/..................  30
 TERMINATION OF EXISTING BENEFITS AND ELECTION OF NEW BENEFITS.............................  31

INVESTMENT OPTIONS.........................................................................  32

NEW OPTIONAL FEATURE FOR HIGHEST DAILY LIFETIME FIVE INCOME BENEFIT, HIGHEST DAILY
  LIFETIME SEVEN INCOME BENEFIT AND SPOUSAL HIGHEST DAILY LIFETIME SEVEN INCOME
  BENEFIT..................................................................................  35

 OPTIONAL FEATURE FOR HIGHEST DAILY LIFETIME FIVE INCOME BENEFIT...........................  35
 OPTIONAL FEATURE FOR HIGHEST DAILY LIFETIME SEVEN INCOME BENEFIT AND SPOUSAL HIGHEST
   DAILY LIFETIME SEVEN INCOME BENEFIT.....................................................  37

OTHER INFORMATION..........................................................................  42

 DISCONTINUANCE OF CERTAIN OPTIONAL LIVING BENEFITS........................................  42
 TAX CONSIDERATIONS - TYPES OF TAX-FAVORED PLANS...........................................  42
 PURCHASING YOUR ANNUITY - "BENEFICIARY" ANNUITY...........................................  42
 GUARANTEED RETURN OPTION PLUS - KEY FEATURE - ALLOCATION OF ACCOUNT VALUE.................  43
 GUARANTEED RETURN OPTION - KEY FEATURE - ALLOCATION OF ACCOUNT VALUE......................  45
 GUARANTEED RETURN OPTION PLUS 2008 AND HIGHEST DAILY GRO - KEY FEATURE - ALLOCATION OF
   ACCOUNT VALUE...........................................................................  46
 ASSET TRANSFER COMPONENT OF HIGHEST DAILY LIFETIME FIVE...................................  47
 ASSET TRANSFER COMPONENT OF HIGHEST DAILY LIFETIME SEVEN AND ASSET TRANSFER COMPONENT
   OF SPOUSAL HIGHEST DAILY LIFETIME SEVEN.................................................  48


                                      2



 The following line items are added to the prospectus (page 8 or page 7 for
 Choice 2000) section "Summary of Contract Fees and Charges - Your Optional
 Benefit Fees and Charges." The entire table of "Summary of Contract Fees and
 Charges" can be found on page 6 of your prospectus.

                     SUMMARY OF CONTRACT FEES AND CHARGES



- --------------------------------------------------------------------------------------------------------------------
                                 YOUR OPTIONAL BENEFIT FEES AND CHARGES /1/
- --------------------------------------------------------------------------------------------------------------------
          OPTIONAL BENEFIT              OPTIONAL        TOTAL        TOTAL        TOTAL       TOTAL        TOTAL
                                       BENEFIT FEE/    ANNUAL        ANNUAL      ANNUAL       ANNUAL      ANNUAL
                                         CHARGE      CHARGE /2/    CHARGE /2/   CHARGE /2/   CHARGE/ 2/  CHARGE /2/
                                                     for ASAP III  for APEX II  for ASL II   for XT6     for CHOICE
                                                                                                           2000
- --------------------------------------------------------------------------------------------------------------------
                                                                                       
HIGHEST DAILY LIFETIME 7 PLUS
Maximum Charge /3/                     1.50% of PWV   1.25% +       1.65% +     1.65% +      1.65% +     0.65% +
                                                      1.50% of      1.50% of    1.50% of     1.50% of    1.50% of
                                                        PWV           PWV         PWV          PWV         PWV
Current Charge                         0.75% of PWV   1.25% +       1.65% +     1.65% +      1.65% +     0.65% +
                                                      0.75% of      0.75% of    0.75% of     0.75% of    0.75% of
                                                        PWV           PWV         PWV          PWV         PWV
- --------------------------------------------------------------------------------------------------------------------
SPOUSAL HIGHEST DAILY LIFETIME 7 PLUS
Maximum Charge /3/                     1.50% of PWV   1.25% +       1.65% +     1.65% +      1.65% +     0.65% +
                                                      1.50% of      1.50% of    1.50% of     1.50% of    1.50% of
                                                        PWV           PWV         PWV          PWV         PWV
Current Charge                         0.90% of PWV   1.25% +       1.65% +     1.65% +      1.65% +     0.65% +
                                                      0.90% of      0.90% of    0.90% of     0.90% of    0.90% of
                                                        PWV           PWV         PWV          PWV         PWV
- --------------------------------------------------------------------------------------------------------------------
HIGHEST DAILY LIFETIME 7 PLUS WITH BIO
Maximum Charge /3/                     2.00% of PWV   1.25% +       1.65% +     1.65% +      1.65% +     0.65% +
                                                      2.00% of      2.00% of    2.00% of     2.00% of    2.00% of
                                                        PWV           PWV         PWV          PWV         PWV
Current Charge                         1.10% of PWV   1.25% +       1.65% +     1.65% +      1.65% +     0.65% +
                                                      1.10% of      1.10% of    1.10% of     1.10% of    1.10% of
                                                        PWV           PWV         PWV          PWV         PWV
- --------------------------------------------------------------------------------------------------------------------
SPOUSAL HIGHEST DAILY LIFETIME 7 PLUS
WITH BIO
Maximum Charge /3/                     2.00% of PWV   1.25% +       1.65% +     1.65% +      1.65% +     0.65% +
                                                      2.00% of      2.00% of    2.00% of     2.00% of    2.00% of
                                                        PWV           PWV         PWV          PWV         PWV
Current Charge                         1.10% of PWV   1.25% +       1.65% +     1.65% +      1.65% +     0.65% +
                                                      1.10% of      1.10% of    1.10% of     1.10% of    1.10% of
                                                        PWV           PWV         PWV          PWV         PWV
- --------------------------------------------------------------------------------------------------------------------
HIGHEST DAILY LIFETIME 7 PLUS WITH LIA
Maximum Charge /3/                     2.00% of PWV   1.25% +       1.65% +     1.65% +      1.65% +     0.65% +
                                                      2.00% of      2.00% of    2.00% of     2.00% of    2.00% of
                                                        PWV           PWV         PWV          PWV         PWV
Current Charge                         1.10% of PWV   1.25% +       1.65% +     1.65% +      1.65% +     0.65% +
                                                      1.10% of      1.10% of    1.10% of     1.10% of    1.10% of
                                                        PWV           PWV         PWV          PWV         PWV
- --------------------------------------------------------------------------------------------------------------------


                                      3



 How Charge is Determined

 1. Highest Daily Lifetime 7 Plus. 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,
    0.75% of PWV is in addition to 1.25% annual charge of amounts invested in
    the Sub-accounts (in Annuity Years 1-8) and 0.65% annual charge of amounts
    invested in the Sub-accounts in subsequent Annuity Years. For APEX II and
    ASL II, 0.75% of PWV is in addition to 1.65% annual charge of amounts
    invested in the Sub-accounts. For XT6, 0.75% of PWV is in addition to 1.65%
    annual charge of amounts invested in the Sub-accounts (in Annuity Years
    1-10) and 0.65% annual charge of amounts invested in the Sub-accounts in
    subsequent Annuity Years. For Choice 2000, 0.75% of PWV is in addition to
    0.65% annual charge of amounts invested in the Sub-accounts.
    Spousal Highest Daily Lifetime 7 Plus. 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, 0.90% of PWV is in addition to 1.25% annual charge of amounts
    invested in the Sub-accounts (in Annuity Years 1-8) and 0.65% annual charge
    of amounts invested in the Sub-accounts in subsequent Annuity Years. For
    APEX II and ASL II, 0.90% of PWV is in addition to 1.65% annual charge of
    amounts invested in the Sub-accounts. For XT6, 0.90% of PWV is in addition
    to 1.65% annual charge of amounts invested in the Sub-accounts (in Annuity
    Years 1-10) and 0.65% annual charge of amounts invested in the Sub-accounts
    in subsequent Annuity Years. For Choice 2000, 0.90% of PWV is in addition
    to 0.65% annual charge of amounts invested in the Sub-accounts.
    Highest Daily Lifetime 7 Plus with BIO. 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, 1.10% of PWV is in addition to 1.25% annual charge of amounts
    invested in the Sub-accounts (in Annuity Years 1-8) and 0.65% annual charge
    of amounts invested in the Sub-accounts in subsequent Annuity Years. For
    APEX II and ASL II, 1.10% of PWV is in addition to 1.65% annual charge of
    amounts invested in the Sub-accounts. For XT6, 1.10% of PWV is in addition
    to 1.65% annual charge of amounts invested in the Sub-accounts (in Annuity
    Years 1-10) and 0.65% annual charge of amounts invested in the Sub-accounts
    in subsequent Annuity Years. For Choice 2000, 1.10% of PWV is in addition
    to 0.65% annual charge of amounts invested in the Sub-accounts.
    Spousal Highest Daily Lifetime 7 Plus with BIO. 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, 1.10% of PWV is in addition to 1.25% annual
    charge of amounts invested in the Sub-accounts (in Annuity Years 1-8) and
    0.65% annual charge of amounts invested in the Sub-accounts in subsequent
    Annuity Years. For APEX II and ASL II, 1.10% of PWV is in addition to 1.65%
    annual charge of amounts invested in the Sub-accounts. For XT6, 1.10% of
    PWV is in addition to 1.65% annual charge of amounts invested in the
    Sub-accounts (in Annuity Years 1-10) and 0.65% annual charge of amounts
    invested in the Sub-accounts in subsequent Annuity Years. For Choice 2000,
    1.10% of PWV is in addition to 0.65% annual charge of amounts invested in
    the Sub-accounts.
    Highest Daily Lifetime 7 Plus with LIA. 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, 1.10% of PWV is in addition to 1.25% annual charge of amounts
    invested in the Sub-accounts (in Annuity Years 1-8) and 0.65% annual charge
    of amounts invested in the Sub-accounts in subsequent Annuity Years. For
    APEX II and ASL II, 1.10% of PWV is in addition to 1.65% annual charge of
    amounts invested in the Sub-accounts. For XT6, 1.10% of PWV is in addition
    to 1.75% annual charge of amounts invested in the Sub-accounts (in Annuity
    Years 1-10) and 0.65% annual charge of amounts invested in the Sub-accounts
    in subsequent Annuity Years. For Choice 2000, 1.10% of PWV is in addition
    to 0.65% annual charge of amounts invested in the Sub-accounts.
 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.
 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.

                                      4



                               EXPENSE EXAMPLES

 The following Expense Examples replace the Expense Examples in the prospectus
 on page 14 and page 12 for Choice 2000.

 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 Highest Daily Lifetime 7 with BIO (which is the maximum
       optional benefit charge)**
   .   For the XT6 example, no Purchase Credit is granted under the Annuity
   .   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 Payments 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.
 ** Note: While a higher combination of charges exists, certain of the benefits
    are no longer available for election and therefore not used in these
    examples.

 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 DEPENDING
 UPON WHICH OPTIONAL BENEFIT YOU ELECT OTHER THAN INDICATED IN THE EXAMPLES OR
 IF YOU ALLOCATE ACCOUNT VALUE TO ANY OTHER AVAILABLE SUB-ACCOUNTS.

 Expense Examples are provided as follows:

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



                                  1 yr  3 yrs  5 yrs  10 yrs
                    ----------------------------------------
                                          
                    ASAP III     $1,247 $2,288 $3,269 $5,432
                    ----------------------------------------
                    APEX II      $1,389 $2,482 $3,053 $5,940
                    ----------------------------------------
                    ASL II         $608 $1,803 $2,971 $5,781
                    ----------------------------------------
                    XT6/3/       $1,472 $2,571 $3,547 $5,877
                    ----------------------------------------
                    CHOICE 2000    $511 $1,530 $2,548 $5,082
                    ----------------------------------------


 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 $1,703 $2,819 $5,432
                     --------------------------------------
                     APEX II       N/A $1,852 $3,053 $5,940
                     --------------------------------------
                     ASL II       $608 $1,803 $2,971 $5,781
                     --------------------------------------
                     XT6/3/        N/A    N/A $2,971 $5,781
                     --------------------------------------
                     CHOICE 2000  $511 $1,530 $2,548 $5,082
                     --------------------------------------


                                      5



 If you do not surrender your annuity:



                                  1 yr 3 yrs  5 yrs  10 yrs
                     --------------------------------------
                                         
                     ASAP III     $572 $1,703 $2,819 $5,432
                     --------------------------------------
                     APEX II      $624 $1,852 $3,053 $5,940
                     --------------------------------------
                     ASL II       $608 $1,803 $2,971 $5,781
                     --------------------------------------
                     XT6/3/       $608 $1,803 $2,971 $5,781
                     --------------------------------------
                     CHOICE 2000  $511 $1,530 $2,548 $5,082
                     --------------------------------------


 1  There is no CDSC for ASL II and Choice 2000. See "Summary of Contract Fees
    and Charges" for the CDSC schedule in your prospectus.
 2  If you own ASAP III or APEX II, you may not annuitize in the first Annuity
    Year. If you own XT6, you may not annuitize in the first three Annuity
    Years.
 3  XT6 Annuities purchased prior to November 20, 2006 are subject to a
    different CDSC schedule.

                                      6



                         NEW OPTIONAL LIVING BENEFITS

 We add the following new optional living benefits to the prospectus:

 HIGHEST DAILY LIFETIME 7 PLUS/SM/ INCOME BENEFIT (HD 7 Plus)/SM/
 Highest Daily Lifetime 7 Plus is offered as a replacement to Highest Daily
 Lifetime Seven in those jurisdictions where we have received regulatory
 approval. Currently, if you elect Highest Daily Lifetime 7 Plus and
 subsequently terminate the benefit, you may elect another lifetime withdrawal
 benefit, subject to our current rules. See "Election of and Designations under
 the Program" and "Termination of Existing Benefits and Election of New
 Benefits" below for details. Please note that if you terminate Highest Daily
 Lifetime 7 Plus and elect another lifetime benefit, you lose the guarantees
 that you had accumulated under your existing benefit and will begin the new
 guarantees under the new benefit you elect based on your Account Value as of
 the date the new benefit becomes active. The income benefit under Highest
 Daily Lifetime 7 Plus currently is based on a single "designated life" who is
 at least 45 years old on the date that the benefit is acquired. The Highest
 Daily Lifetime 7 Plus benefit is not available if you elect any other optional
 living benefit, although you may elect any optional death benefit other than
 the Plus 40 life insurance rider and Highest Daily Value death benefit. As
 long as your Highest Daily Lifetime 7 Plus 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 below and in your prospectus on page 16 of your prospectus and page 13
 for Choice 2000.

 We offer a benefit that guarantees until the death of the single designated
 life (the Annuitant) the ability to withdraw an annual amount (the "Annual
 Income Amount") equal to a percentage of an initial principal value (the
 "Protected Withdrawal Value") regardless of the impact of Sub-account
 performance on the Account Value, subject to our program rules regarding the
 timing and amount of withdrawals. You are guaranteed to be able to withdraw
 the Annual Income Amount for the rest of your life ("Lifetime Withdrawals"),
 provided that you have not made "excess withdrawals" that have resulted in
 your Account Value being reduced to zero. We also permit you to make a
 one-time Non-Lifetime Withdrawal from your Annuity prior to taking Lifetime
 Withdrawals under the benefit. Highest Daily Lifetime 7 Plus may be
 appropriate if you intend to make periodic withdrawals from your Annuity, and
 wish to ensure that Sub-account performance will not affect your ability to
 receive annual payments. You are not required to make withdrawals as part of
 the benefit - the guarantees are not lost if you withdraw less than the
 maximum allowable amount each year under the rules of the benefit. As
 discussed below, we require that you participate in our asset transfer program
 in order to participate in Highest Daily Lifetime 7 Plus.

 Although you are guaranteed the ability to withdraw your Annual Income Amount
 for life even if your Account Value falls to zero, if you take an excess
 withdrawal that brings your Account Value to zero, it is possible that your
 Annual Income Amount could also fall to zero. In that scenario, no further
 amount would be payable under the Highest Daily Lifetime 7 Plus benefit.

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

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

 (1)the Periodic Value for the immediately preceding business day (the "Prior
    Valuation Day") appreciated at the daily equivalent of 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 (the Periodic Value is proportionally reduced for any
    Non-Lifetime Withdrawal); and
 (2)the Account Value.

 If you have not made a Lifetime Withdrawal on or before the 10/th/, 20/th/, or
 25/th/ Anniversary of the effective date of the benefit, your Periodic Value
 on the 10/th/, 20/th/, or 25/th/ Anniversary of the benefit effective date is
 equal to the greater of:

 (1)the Periodic Value described above or,
 (2)the sum of (a), (b) and (c) below (proportionally reduced for any
    Non-Lifetime Withdrawals):

       (a)200% (on the 10/th/ anniversary), 400% (on the 20/th/ anniversary) or
          600% (on the 25/th/ anniversary) of the Account Value on the
          effective date of the benefit;

                                      7



       (b)200% (on the 10/th/ anniversary), 400% (on the 20/th/ anniversary) or
          600% (on the 25/th/ anniversary) of all adjusted Purchase Payments
          made within one year following the effective date of the benefit; and
       (c)all adjusted Purchase Payments made after one year following the
          effective date of the benefit.

 If you elect Highest Daily Lifetime 7 Plus with Beneficiary Income Option
 ("BIO") (see below), we will stop determining the Periodic Value (as described
 above) on the earlier of your first Lifetime Withdrawal after the effective
 date of the benefit or the Tenth Anniversary of the effective date of the
 benefit ("Tenth Anniversary"). This means that under the Highest Daily
 Lifetime 7 Plus with BIO benefit you will not be eligible for the guaranteed
 minimum Periodic Values described above on the 20/th/ and 25/th/ Anniversary
 of the Benefit Effective Date.

 On and after the date of your first Lifetime Withdrawal, your Protected
 Withdrawal Value is increased by the amount of any subsequent Purchase
 Payments, is reduced by withdrawals, including your first Lifetime Withdrawal
 (as described below), and may be increased if you qualify for a step-up (as
 described below).

 Return of Principal Guarantee
 If you have not made a Lifetime 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 7
    Plus proportionally reduced for any Non-Lifetime Withdrawal; and
 b) the sum of each Purchase Payment proportionally reduced for any subsequent
    Non-Lifetime Withdrawal (including the amount of any associated Credits)
    you made 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
 (including the AST Investment Grade Bond Sub-account), 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. Because the amount is added to Account Value, it will also be
 subject to each charge under your Annuity based on Account Value. This
 potential addition to Account Value is available only if you have elected
 Highest Daily Lifetime 7 Plus and if you meet the conditions set forth in this
 paragraph. Thus, if you take a withdrawal (other than a Non-Lifetime
 Withdrawal) prior to the Tenth Anniversary, you are not eligible to receive
 the Return of Principal Guarantee. The Return of Principal Guarantee is
 referred to as the Guaranteed Minimum Account Value Credit in the benefit
 rider.

 Key Feature - Annual Income Amount under the Highest Daily Lifetime 7 Plus
 Benefit
 The Annual Income Amount is equal to a specified percentage of the Protected
 Withdrawal Value. The percentage initially depends on the age of the Annuitant
 on the date of the first Lifetime Withdrawal after election of the benefit.
 The percentages are: 4% for ages 45 - less than 59 1/2, 5% for ages 59 1/2-74,
 6% for ages 75-79, 7% for ages 80-84, and 8% for ages 85 and older. Under the
 Highest Daily Lifetime 7 Plus benefit, if your cumulative Lifetime Withdrawals
 in an Annuity Year are less than or equal to the Annual Income Amount, they
 will not reduce your Annual Income Amount in subsequent Annuity Years, but any
 such withdrawals will reduce the Annual Income Amount on a dollar-for-dollar
 basis in that Annuity Year. If your cumulative Lifetime Withdrawals in an
 Annuity Year are in excess of the Annual Income Amount ("Excess Income"), your
 Annual Income Amount in subsequent years will be reduced (except with regard
 to required minimum distributions for this Annuity that comply with our rules)
 by the result of the ratio of the Excess Income to the Account Value
 immediately prior to such withdrawal (see examples of this calculation below).
 Reductions are based on the actual amount of the withdrawal, including any
 CDSC that may apply. Lifetime 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.

 Note that if your withdrawal of the Annual Income Amount in a given Annuity
 Year exceeds the applicable free withdrawal amount under the Annuity (but is
 not considered Excess Income), we will not impose any CDSC on the amount of
 that withdrawal.

 You may use the Systematic Withdrawal program to make withdrawals of the
 Annual Income Amount. Any systematic withdrawal will be deemed a Lifetime
 Withdrawal under this benefit.

 Any Purchase Payment that you make subsequent to the election of Highest Daily
 Lifetime 7 Plus 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 Lifetime Withdrawal (the percentages are: 4% for ages 45 - less

                                      8



 than 59 1/2, 5% for ages 59 1/2-74, 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).

 Highest Daily Auto Step-Up
 An automatic step-up feature ("Highest Daily Auto Step-Up") is part of Highest
 Daily Lifetime 7 Plus. As detailed in this paragraph, the Highest Daily Auto
 Step-Up feature can result in a larger Annual Income Amount subsequent to your
 first Lifetime Withdrawal. The Highest Daily Auto Step-Up starts with the
 anniversary of the Issue Date of the Annuity (the "Annuity Anniversary")
 immediately after your first Lifetime Withdrawal under the benefit.
 Specifically, upon the first such Annuity Anniversary, we identify the Account
 Value on each Valuation Day within the immediately preceding Annuity Year
 after your first Lifetime Withdrawal. Having identified the highest daily
 value (after all daily values have been adjusted for subsequent purchase
 payments and withdrawals), we then multiply that value by a percentage that
 varies based on the age of the Annuitant on the Annuity Anniversary as of
 which the step-up would occur. The percentages are: 4% for ages 45 - less than
 59 1/2, 5% for ages 59 1/2-74, 6% for ages 75-79, 7% for ages 80-84, and 8%
 for ages 85 and older. If that value exceeds the existing Annual Income
 Amount, we replace the existing amount with the new, higher amount. Otherwise,
 we leave the existing Annual Income Amount intact. The Account Value on the
 Annuity Anniversary is considered the last daily step-up value of the Annuity
 Year. All daily valuations and annual step-ups will only occur on a Valuation
 Day. In later years (i.e., after the first Annuity Anniversary after the first
 Lifetime Withdrawal), we determine whether an automatic step-up should occur
 on each Annuity Anniversary, by performing a similar examination of the
 Account Values that occurred on Valuation Days during the year. At the time
 that we increase your Annual Income Amount, we also increase your Protected
 Withdrawal Value to equal the highest daily value upon which your step-up was
 based only if that results in an increase to the Protected Withdrawal Value.
 Your Protected Withdrawal Value will never be decreased as a result of an
 income step-up. If, on the date that we implement a Highest Daily Auto Step-Up
 to your Annual Income Amount, the charge for Highest Daily Lifetime 7 Plus has
 changed for new purchasers, you may be subject to the new charge at the time
 of such step-up. Prior to increasing your charge for Highest Daily Lifetime 7
 Plus upon a step-up, we would notify you, and give you the opportunity to
 cancel the automatic step-up feature. If you receive notice of a proposed
 step-up and accompanying fee increase, you should carefully evaluate whether
 the amount of the step-up justifies the increased fee to which you will be
 subject.

 If you establish a Systematic Withdrawal program, we will not automatically
 increase the withdrawal amount when there is an increase to the Annual Income
 Amount.

 The Highest Daily Lifetime 7 Plus 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 7 Plus, if
 your cumulative Lifetime Withdrawals in an Annuity Year are less than or equal
 to the Annual Income Amount, they will not reduce your Annual Income Amount in
 subsequent Annuity Years, but any such withdrawals will reduce the Annual
 Income Amount on a dollar-for-dollar basis in that Annuity Year.

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

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

 Examples of dollar-for-dollar and proportional reductions, and the Highest
 Daily Auto Step-Up are set forth below. The values shown here are purely
 hypothetical, and do not reflect the charges for the Highest Daily Lifetime 7
 Plus benefit or any other fees and charges. Assume the following for all three
 examples:
   .   The Issue Date is December 1, 2008
   .   The Highest Daily Lifetime 7 Plus benefit is elected on March 5, 2009
   .   The Annuitant was 70 years old when he/she elected the Highest Daily
       Lifetime 7 Plus benefit.

 Example of dollar-for-dollar reductions
 On November 24, 2009, the Protected Withdrawal Value is $120,000, resulting in
 an Annual Income Amount of $6,000 (since the Annuitant is between the ages of
 59 1/2 and 74 at the time of the first Lifetime Withdrawal, the Annual Income
 Amount is 5% of the Protected Withdrawal Value, in this case 5% of $120,000).
 Assuming $2,500 is withdrawn from the Annuity on this date, the remaining
 Annual Income Amount for that Annuity Year (up to and including December 1,
 2009) is $3,500. This is the result of a dollar-for-dollar reduction of the
 Annual Income Amount ($6,000 less $2,500 = $3,500).

 Example of proportional reductions
 Continuing the previous example, assume an additional withdrawal of $5,000
 occurs on November 27, 2009 and the Account Value at the time and immediately
 prior to this withdrawal is $118,000. The first $3,500 of this withdrawal
 reduces the Annual Income Amount for that Annuity Year to $0. The remaining
 withdrawal amount of $1,500 - reduces the Annual Income Amount

                                      9



 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 are other future withdrawals in that Annuity
 Year, each would result in another proportional reduction to the Annual Income
 Amount).

 Here is the calculation:


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


 Example of highest daily auto step-up
 On each Annuity Anniversary date, the Annual Income Amount is stepped-up if
 the appropriate percentage (based on the Annuitant's age on the Annuity
 Anniversary) of the highest daily value since your first Lifetime Withdrawal
 (or last Annuity Anniversary in subsequent years), adjusted for withdrawals
 and additional Purchase Payments, is higher than the Annual Income Amount,
 adjusted for excess withdrawals and additional Purchase Payments (including
 the amount of any associated Credits).

 Continuing the same example as above, the Annual Income Amount for this
 Annuity Year is $6,000. However, the excess withdrawal on November 27 reduces
 the amount to $5,921.40 for future years (see above). For the next Annuity
 Year, the Annual Income Amount will be stepped up if 5% (since the designated
 life is between 59 1/2 and 74 on the date of the potential step-up) of the
 highest daily Account Value adjusted for withdrawals and Purchase Payments
 (including the amount of any associated Credits), is higher than $5,921.40.
 Here are the calculations for determining the daily values. Only the
 November 25 value is being adjusted for excess withdrawals as the November 30
 and December 1 Valuation Days occur after the excess withdrawal on November 27.



                                   Highest Daily Value
                                     (adjusted with          Adjusted Annual
                                 withdrawal and Purchase Income Amount (5% of the
Date*              Account Value       Payments)**         Highest Daily Value)
- -----              ------------- ----------------------- ------------------------
                                                
November 25, 2009   $119,000.00     $      119,000.00           $5,950.00
November 26, 2009                   Thanksgiving Day
November 27, 2009   $113,000.00     $      113,986.95           $5,699.35
November 30, 2009   $113,000.00     $      113,986.95           $5,699.35
December 01, 2009   $119,000.00     $      119,000.00           $5,950.00


 *  In this example, the Annuity Anniversary date is December 1. The Valuation
    Dates are every day following the first Lifetime Withdrawal. In subsequent
    Annuity Years Valuation Dates will be every day following the Annuity
    Anniversary. The Annuity Anniversary Date of December 1 is considered the
    final Valuation Date for the Annuity Year.
 ** In this example, the first daily value after the first Lifetime Withdrawal
    is $119,000 on November 25, resulting in an adjusted Annual Income Amount
    of $5,950.00. This amount is adjusted on November 27 to reflect the $5,000
    withdrawal. The calculations for the adjustments are:
   .   The Account Value of $119,000 on November 25 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
       $115,500 before the excess withdrawal.
   .   This amount ($115,500) is further reduced by 1.31% (this is the ratio in
       the above example which is the excess withdrawal divided by the Account
       Value immediately preceding the excess withdrawal) resulting in a
       Highest Daily Value of $113,986.95.
   .   The adjusted Annual Income Amount is carried forward to the next
       Valuation Date of November 30. At this time, we compare this amount to
       5% of the Account Value on November 30. Since the November 27 adjusted
       Annual Income Amount of $5,699.35 is higher than $5,650.00 (5% of
       $113,000), we continue to carry $5,699.35 forward to the next and final
       Valuation Date of December 1. The Account Value on December 1 is
       $119,000 and 5% of this amount is $5,950. Since this is higher than
       $5,699.35, the adjusted Annual Income Amount is reset to $5,950.00.

 In this example, 5% of the December 1 value results in the highest amount of
 $5,950.00. Since this amount is higher than the current year's Annual Income
 Amount of $5,921.40 adjusted for excess withdrawals, the Annual Income Amount
 for the next Annuity Year, starting on December 2, 2009 and continuing through
 December 1, 2010, will be stepped-up to $5,950.00.

 Non-Lifetime Withdrawal Feature
 You may take a one-time non-lifetime withdrawal ("Non-Lifetime Withdrawal")
 under Highest Daily Lifetime 7 Plus. It is an optional feature of the benefit
 that you can only elect at the time of your first withdrawal. The amount of
 the Non-Lifetime Withdrawal cannot be more than the amount that would cause
 the Annuity to be taken below the minimum Surrender Value after a withdrawal
 for your Annuity (See "Access to Account Value" on page 51 and page 45 for
 Choice 2000 in the prospectus). This Non-Lifetime Withdrawal will not
 establish your initial Annual Income Amount and the Periodic Value described
 above will

                                      10



 continue to be calculated. However, the total amount of the withdrawal will
 proportionally reduce all guarantees associated with the Highest Daily
 Lifetime 7 Plus benefit. You must tell us if your withdrawal is intended to be
 the Non-Lifetime Withdrawal and not the first Lifetime Withdrawal under the
 Highest Daily Lifetime 7 Plus benefit. If you don't elect the Non-Lifetime
 Withdrawal, the first withdrawal you make will be the first Lifetime
 Withdrawal that establishes your Protected Withdrawal Value and Annual Income
 Amount. Once you elect to take the Non-Lifetime Withdrawal or Lifetime
 Withdrawals, no additional Non-Lifetime Withdrawals may be taken.

 The Non-Lifetime Withdrawal will proportionally reduce the Protected
 Withdrawal Value, the Return of Principal guarantee, and the Periodic Value
 guarantees on the tenth, twentieth and twenty-fifth anniversaries of the
 benefit effective date, described above, by the percentage the total
 withdrawal amount (including any applicable CDSC) represents of the then
 current Account Value immediately prior to the withdrawal.

 If you are participating in a Systematic Withdrawal program, the first
 withdrawal under the program cannot be classified as the Non-Lifetime
 Withdrawal. The first partial withdrawal in payment of any third party
 investment advisory service from your Annuity also cannot be classified as the
 Non-Lifetime Withdrawal.

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

 Assume the following:
   .   The Issue Date is December 1, 2008
   .   The Highest Daily Lifetime 7 Plus benefit is elected on March 5, 2009
   .   The Account Value at benefit election was $105,000
   .   The Annuitant was 70 years old when he/she elected the Highest Daily
       Lifetime 7 Plus benefit.
   .   No previous withdrawals have been taken under the Highest Daily Lifetime
       7 Plus benefit.

 On May 2, 2009, the Protected Withdrawal Value is $125,000, the 10/th/ benefit
 year minimum Periodic Value guarantee is $210,000, the 10/th/ benefit year
 Return of Principal guarantee is $105,000, the 20/th/ benefit year minimum
 Periodic Value guarantee is $420,000, the 25/th/ benefit year minimum Periodic
 Value guarantee is $630,000 and the Account Value is $120,000. Assuming
 $15,000 is withdrawn from the Annuity on May 2, 2009 and is designated as a
 Non-Lifetime Withdrawal, all guarantees associated with the Highest Daily
 Lifetime 7 Plus benefit will be reduced by the ratio the total withdrawal
 amount represents of the Account Value just prior to the withdrawal being
 taken.

 Here is the calculation:


                                                              
      Withdrawal Amount divided by                               $ 15,000
      Account Value before withdrawal                            $120,000
      Equals ratio                                                   12.5%
      All guarantees will be reduced by the above ratio (12.5%)
      Protected Withdrawal Value                                 $109,375
      10/th/ benefit year Return of Principal                    $ 91,875
      10/th/ benefit year Minimum Periodic Value                 $183,750
      20/th/ benefit year Minimum Periodic Value                 $367,500
      25/th/ benefit year Minimum Periodic Value                 $551,250


 Required Minimum Distributions
 Withdrawals that exceed the Annual Income Amount, but which you are required
 to take as a required minimum distribution for this Annuity, will not reduce
 the Annual Income Amount for future years. No additional Annual Income Amounts
 will be available in an Annuity Year due to required minimum distributions
 unless the required minimum distribution amount is greater than the Annual
 Income Amount. Any withdrawal you take that exceeds the Annual Income Amount
 in Annuity Years that your required minimum distribution amount is not greater
 than the Annual Income Amount will be treated as an Excess Withdrawal under
 the benefit. If the required minimum distribution (as calculated by us for
 your Annuity and not previously withdrawn in the current calendar year) is
 greater than the Annual Income Amount, an amount equal to the remaining Annual
 Income Amount plus the difference between the required minimum distribution
 amount not previously withdrawn in the current calendar year and the Annual
 Income Amount will be available in the current Annuity Year without it being
 considered an excess withdrawal. In the event that a required minimum
 distribution is calculated in a calendar year that crosses more than one
 Annuity Year and you choose to satisfy the entire required minimum
 distribution for that calendar year in the next Annuity Year, the distribution
 taken in the next Annuity Year will reduce your Annual Income Amount in that
 Annuity Year on a dollar for dollar basis. If the required minimum
 distribution not taken in the prior Annuity Year is greater than the Annual
 Income Amount as guaranteed by the benefit in the current Annuity Year, the
 total required minimum distribution amount may be taken without being treated
 as an excess withdrawal.

                                      11



 Example - required minimum distributions
 The following example is purely hypothetical and is intended to illustrate a
 scenario in which the required minimum distribution amount in a given Annuity
 Year is greater than the Annual Income Amount.

 Annual Income Amount = $5,000
 Remaining Annual Income Amount = $3,000
 Required Minimum Distribution = $6,000

 The amount you may withdraw in the current Annuity Year without it being
 treated as an Excess Withdrawal is $4,000. ($3,000 + ($6,000 - $5,000) =
 $4,000).

 If the $4,000 withdrawal is taken, the remaining Annual Income Amount will be
 zero and the remaining required minimum distribution amount of $2,000 may be
 taken in the subsequent Annuity Year (when your Annual Income Amount is reset
 to $5,000) without proportionally reducing all of the guarantees associated
 with the Highest Daily Lifetime 7 Plus benefit as described above. The amount
 you may withdraw in the subsequent Annuity Year if you choose not to satisfy
 the required minimum distribution in the current Annuity Year (assuming the
 Annual Income Amount in the subsequent Annuity Year is $5,000), without being
 treated as an Excess Withdrawal is $6,000. This withdrawal must comply with
 all IRS guidelines in order to satisfy the required minimum distribution for
 the current calendar year.

 Benefits Under Highest Daily Lifetime 7 Plus
..   To the extent that your Account Value was reduced to zero as a result of
    cumulative Lifetime Withdrawals in an Annuity Year that are less than or
    equal to the Annual Income Amount or as a result of the fee that we assess
    for Highest Daily Lifetime 7 Plus, and amounts are still payable under
    Highest Daily Lifetime 7 Plus, we will make an additional payment, if any,
    for that Annuity Year equal to the remaining Annual Income Amount for the
    Annuity Year. If you have not begun taking Lifetime Withdrawals and your
    Account Value is reduced to zero as a result of the fee we assess for
    Highest Daily Lifetime 7 Plus, we will calculate the Annual Income Amount
    as if you made your first Lifetime Withdrawal on the date the Account Value
    was reduced to zero and Lifetime Withdrawals will begin on the next Annuity
    anniversary. If this were to occur, you are not permitted to make
    additional purchase payments to your Annuity. Thus, in these scenarios, 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 Annuity Year that reduced your Account
    Value to zero are more than the Annual Income Amount, the Highest Daily
    Lifetime 7 Plus benefit terminates, and no additional payments are made.
    However, if a withdrawal in the latter scenario was taken to satisfy a
    required minimum distribution under the Annuity, then the benefit will not
    terminate, and we will continue to pay the Annual Income Amount in
    subsequent Annuity Years until the death of the Designated Life.
..   If Annuity payments are to begin under the terms of your Annuity, or if you
    decide to begin receiving Annuity payments and there is an Annual Income
    Amount due in subsequent Annuity Years, you can elect one of the following
    two options:

       (1)apply your 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. If this
          option is elected, the Annual Income Amount will not increase after
          annuity payments have begun. We will make payments until the death of
          the single designated life. We must receive your request in a form
          acceptable to us at our office.

..   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 Lifetime Withdrawal was ever taken, we will calculate the Annual
    Income Amount as if you made your first Lifetime Withdrawal on the date the
    annuity payments are to begin.
..   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 7 Plus benefit are subject to
    all of the terms and conditions of the Annuity, including any applicable
    CDSC for the Non-Lifetime Withdrawal as well as withdrawals that exceed the
    Annual Income Amount.

                                      12



..   Withdrawals made while the Highest Daily Lifetime 7 Plus Benefit is in
    effect will be treated, for tax purposes, in the same way as any other
    withdrawals under the Annuity.
..   You can make withdrawals from your Annuity while your Account Value is
    greater than zero without purchasing the Highest Daily Lifetime 7 Plus
    benefit. The Highest Daily Lifetime 7 Plus benefit provides a guarantee
    that if your Account Value is reduced to zero (subject to our program rules
    regarding time and amount of withdrawals), 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 or from
    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 statement. 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 the AST Investment Grade
    Bond Portfolio Sub-account triggered by the Highest Daily Lifetime 7 Plus
    asset transfer program will not count toward the maximum number of free
    transfers allowable under an Annuity.
..   We currently limit the Sub-accounts to which you may allocate Account Value
    if you participate in this benefit. (See "Investment Options" below and in
    the prospectus on page 17 and page 14 for Choice 2000). Moreover, if you
    are invested in prohibited investment options and seek to elect the
    benefit, we will ask you to reallocate to permitted investment options as a
    prerequisite to electing the benefit.
..   The maximum charge for Highest Daily Lifetime 7 Plus is 1.50% annually of
    the greater of Account Value and the Protected Withdrawal Value (PWV). The
    current charge is 0.75% annually of the greater of Account Value and the
    Protected Withdrawal Value. We deduct this fee at the end of each benefit
    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 greater of the prior day's Account
    Value or the prior day's 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 greater of the Account Value or the Protected
    Withdrawal Value, the fee for Highest Daily Lifetime 7 Plus 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 Account Value at the benefit quarter, we
    will charge the remainder of the Account Value for the benefit and continue
    the benefit as described above.

 Election of and Designations under the Benefit
 For Highest Daily Lifetime 7 Plus, there must be either a single Owner who is
 the same as the Annuitant, or if the Annuity is entity owned, there must be a
 single natural person Annuitant. In either case, the Annuitant must be at
 least 45 years old.

 Any change of the Annuitant under the Annuity will result in cancellation of
 Highest Daily Lifetime 7 Plus. Similarly, any change of Owner will result in
 cancellation of Highest Daily Lifetime 7 Plus, except if (a) the new Owner has
 the same taxpayer identification number as the previous owner, (b) ownership
 is transferred from a custodian to the Annuitant, or vice versa or
 (c) ownership is transferred from one entity to another entity that is
 satisfactory to us.

 Highest Daily Lifetime 7 Plus can be elected at the time that you purchase
 your Annuity or after the Issue Date, subject to our eligibility rules and
 restrictions. If you elect Highest Daily Lifetime 7 Plus and terminate it, you
 can re-elect it, subject to our current rules. Additionally, if you currently
 own an Annuity with a living benefit, you may terminate your existing benefit
 rider and elect the benefits offered in this supplement, subject to our
 current rules (See "Termination of Existing Benefits and Election of New
 Benefits" below on page 31). Please note that if you terminate a living
 benefit and elect a new living benefit, you lose the guarantees that you had
 accumulated under your existing benefit and will begin the new guarantees
 under the new benefit you elect based on your Account Value as of the date the
 new benefit becomes active. We reserve the right to waive, change and/or
 further limit the election frequency in the future.

 Termination of the Benefit
 You may terminate Highest Daily Lifetime 7 Plus at any time by notifying us.
 If you terminate the benefit, any guarantee provided by the benefit will
 terminate as of the date the termination is effective, and certain
 restrictions on re-election may apply. The benefit automatically terminates:
 (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 receive the Annual Income Amount in the form
 of Annuity payments, we will continue to pay the Annual Income Amount),
 (iv) upon our receipt of due proof of 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 as described in "Election of and Designations under the
 Benefit ".

 Upon termination of Highest Daily Lifetime 7 Plus 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

                                      13



 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).

 If a surviving spouse elects to continue the Annuity, the Highest Daily
 Lifetime 7 Plus benefit terminates. The spouse may elect the benefit subject
 to the restrictions discussed above.

 How Highest Daily Lifetime 7 Plus Transfers Account Value Between Your
 Permitted Sub-accounts and the AST Investment Grade Bond Sub-Account
 As indicated above, we limit the Sub-accounts to which you may allocate
 Account Value if you elect Highest Daily Lifetime 7 Plus. For purposes of this
 benefit, we refer to those permitted Sub-accounts as the "Permitted
 Sub-accounts". An integral part of Highest Daily Lifetime 7 Plus is the
 pre-determined mathematical formula used to 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"). The AST Investment Grade
 Bond Sub-account is available only with this benefit, and thus you may not
 allocate Purchase Payments to or make transfers to or from the AST Investment
 Grade Bond Sub-account. The mathematical formula monitors your Account Value
 daily and, if dictated by the formula, systematically transfers amounts
 between the Permitted Sub-accounts you have chosen and the AST Investment
 Grade Bond Sub-account. The formula is set forth below.

 Speaking generally, the formula, which is applied each Valuation Day, operates
 as follows. The formula starts by identifying an income basis for that day and
 then multiplies that figure by 5%, to produce a projected (i.e., hypothetical)
 income amount. Note that 5% is used in the formula, irrespective of the
 Annuitant's attained age. Then it produces an estimate of the total amount
 targeted in our allocation model, based on the projected income amount and
 factors set forth in the formula. In the formula, we refer to that value as
 the "Target Value" or "L". If you have already made a withdrawal, your
 projected income amount (and thus your Target Value) would take into account
 any automatic step-up, any subsequent Purchase Payments, and any excess
 withdrawals. Next, the formula subtracts from the Target Value the amount held
 within the AST Investment Grade Bond Sub-account on that day, and divides that
 difference by the amount held within the Permitted Sub-accounts. That ratio,
 which essentially isolates the amount of your Target Value that is not offset
 by amounts held within the AST Investment Grade Bond Sub-account, is called
 the "Target Ratio" or "r". If, on each of three consecutive Valuation Days,
 the Target Ratio is greater than 83% but less than or equal to 84.5%, the
 formula will, on such third Valuation Day, make a transfer from the Permitted
 Sub-accounts in which you are invested (subject to the 90% cap discussed
 below) to the AST Investment Grade Bond Sub-account. Once a transfer is made,
 the three consecutive Valuation Days begin again. If, however, on any
 Valuation Day, the Target Ratio is above 84.5%, it will make a transfer from
 the Permitted Sub-accounts (subject to the 90% cap) to the AST Investment
 Grade Bond Sub-account. If the Target Ratio falls below 78% on any Valuation
 Day, then a transfer from the AST Investment Grade Bond Sub-account to the
 Permitted Sub-accounts will occur.

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

 If you make additional purchase payments to your Annuity while the 90% cap is
 in effect, the formula will not transfer any of such additional purchase
 payments to the AST Investment Grade Bond Sub-account at least until there is
 first a transfer out of the AST Investment Grade Bond Sub-account, regardless
 of how much of your Account Value is in the Permitted Sub-accounts. This means
 that there could be scenarios under which, because of the additional purchase
 payments you make, less than 90% of your entire Account Value is allocated to
 the AST Investment Grade Bond Sub-account, and the formula will still not
 transfer any of your Account Value to the AST Investment Grade Bond
 Sub-account (at least until there is first a transfer out of the AST
 Investment Grade Bond Sub-account). For example,
   .   March 19, 2009 - a transfer is made to the AST Investment Grade Bond
       Sub-account that results in the 90% cap being met and now $90,000 is
       allocated to the AST Investment Grade Bond Sub-account and $10,000 is
       allocated to the Permitted Sub-accounts.

                                      14



   .   March 20, 2009 - you make an additional purchase payment of $10,000. No
       transfers have been made from the AST Investment Grade Bond Sub-account
       to the Permitted Sub-accounts since the cap went into effect on
       March 19, 2009.
   .   On March 20, 2009 (and at least until first a transfer is made out of
       the AST Investment Grade Bond Sub-account under the formula) - the
       $10,000 payment is allocated to the Permitted Sub-accounts and on this
       date you have 82% in the AST Investment Grade Bond Sub-account and 18%
       in the Permitted Sub-accounts (such that $20,000 is allocated to the
       Permitted Sub-accounts and $90,000 to the AST Investment Grade Bond
       Sub-account).
   .   Once there is a transfer out of the AST Investment Grade Bond
       Sub-account (of any amount), the formula will operate as described
       above, meaning that the formula could transfer amounts to or from the
       AST Investment Grade Bond Sub-account if dictated by the formula
       (subject to the 90% cap).

 Under the operation of the formula, the 90% cap may come into existence and be
 removed multiple times while you participate in the benefit. We will continue
 to monitor your Account Value daily and, if dictated by the formula,
 systematically transfer amounts between the Permitted Sub-accounts you have
 chosen and the AST Investment Grade Bond Sub-account as dictated by the
 mathematical formula. As you can glean from the formula, poor or flat
 investment performance of your Account Value may result in a transfer of a
 portion of your Account Value in the Permitted Sub-accounts to the AST
 Investment Grade Bond Sub-account because such poor investment performance
 will tend to increase the Target Ratio. Because the amount allocated to the
 AST Investment Grade Bond Sub-account and the amount allocated to the
 Permitted Sub-accounts each is a variable in the formula, the investment
 performance of each affects whether a transfer occurs for your Annuity. In
 deciding how much to transfer, we use another formula, which essentially seeks
 to re-balance amounts held in the Permitted Sub-accounts and the AST
 Investment Grade Bond Sub-account so that the Target Ratio meets a target,
 which currently is equal to 80%. Once you elect Highest Daily Lifetime 7 Plus,
 the values we use to compare to the Target Ratio will be fixed. For
 newly-issued Annuities that elect Highest Daily Lifetime 7 Plus and existing
 Annuities that elect Highest Daily Lifetime 7 Plus in the future, however, we
 reserve the right to change such values.

 Additionally, on each monthly Annuity Anniversary (if the monthly Annuity
 Anniversary does not fall on a Valuation Day, the next Valuation Day will be
 used), following all of the above described daily calculations, a transfer may
 be made from the AST Investment Grade Bond Sub-account to the Permitted
 Sub-accounts. Any such transfer will be 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). This transfer will automatically occur provided that the Target
 Ratio, as described above, would be less than 83% after the transfer. The
 formula will not execute a transfer if the Target Ratio after this transfer
 would occur would be greater than or equal to 83%.

 The amount of the transfer will be equal to the lesser of:

 a) The total value of all your Account Value in the AST Investment Grade Bond
    Sub-account, or
 b) An amount equal to 5% of your total Account Value.

 While you are not notified when your Annuity reaches a transfer trigger under
 the formula, you will receive a confirmation statement indicating the transfer
 of a portion of your Account Value either to or from the AST Investment Grade
 Bond Sub-account. The formula by which the transfer operates is designed
 primarily to mitigate some of the financial risks that we incur in providing
 the guarantee under Highest Daily Lifetime 7 Plus.

 Depending on the results of the calculations of the mathematical formula, we
 may, on any Valuation Day:
   .   Not make any transfer between the Permitted Sub-accounts and the AST
       Investment Grade Bond Sub-account; or
   .   If a portion of your 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); or
   .   Transfer a portion of your Account Value in the Permitted Sub-accounts
       pro rata to the AST Investment Grade Bond Sub-account.

 The amount and timing of transfers to and from the AST Investment Grade Bond
 Sub-account pursuant to the mathematical formula depends upon a number of
 factors unique to your Annuity (and is not necessarily directly correlated
 with the securities markets, bond markets, or interest rates, in general)
 including:
   .   The difference between your Account Value and your Protected Withdrawal
       Value;
   .   How long you have owned Highest Daily Lifetime 7 Plus or Spousal Highest
       Daily Lifetime 7 Plus;
   .   The performance of the Permitted Sub-accounts you have chosen;
   .   The performance of the AST Investment Grade Bond Sub-account;
   .   The amount allocated to each of the Permitted Sub-accounts you have
       chosen;
   .   The amount allocated to the AST Investment Grade Bond Sub-account;

                                      15



   .   Additional Purchase Payments, if any, you make to your Annuity; and
   .   Withdrawals, if any, you take from your Annuity (withdrawals are taken
       pro rata from your Account Value).

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

 The more of your Account Value allocated to the AST Investment Grade Bond
 Sub-account under the formula, the greater the impact of the performance of
 that Sub-account in determining whether (and how much) your Account Value is
 transferred back to the Permitted Sub-accounts. Further, it is possible under
 the formula that, if a significant portion of your Account Value is allocated
 to the AST Investment Grade Bond Sub-account and that Sub-account has good
 performance but the performance of your Permitted Sub-accounts is negative,
 that the formula might transfer your Account Value to the Permitted
 Sub-accounts. Similarly, the more you have allocated to the Permitted
 Sub-accounts, the greater the impact of the performance of those Permitted
 Sub-accounts will have on any transfer to the AST Investment Grade Bond
 Sub-account.

 If you make additional Purchase Payments to your Annuity, they will be
 allocated according to your allocation instructions. Once they are allocated
 to your Annuity, they will also be subject to the mathematical formula
 described above and therefore may be transferred to the AST Investment Grade
 Bond Portfolio, if dictated by the formula.

 Any Account Value in the AST Investment Grade Bond Sub-account will not be
 available to participate in the investment experience of the Permitted
 Sub-accounts regardless of whether there is a subsequent Sub-account decline
 or recovery until it is transferred out of the AST Investment Grade Bond
 Sub-account.

                                      16



 TRANSFER FORMULA FOR HIGHEST DAILY LIFETIME 7 PLUS INCOME BENEFIT AND SPOUSAL
                  HIGHEST DAILY LIFETIME 7 PLUS INCOME BENEFIT

 (including Highest Daily Lifetime 7 Plus with BIO, Highest Daily Lifetime 7
 Plus with LIA and Spousal Highest Daily Lifetime 7 Plus with BIO)

   TRANSFERS OF ACCOUNT VALUE BETWEEN YOUR PERMITTED SUB-ACCOUNTS AND THE AST
                       INVESTMENT GRADE BOND SUB-ACCOUNT

 TERMS AND DEFINITIONS REFERENCED IN THE CALCULATION FORMULAS:
   .   C\\u\\ - the upper target is established on the effective date of the
       Highest Daily Lifetime 7 Plus/Spousal Highest Daily Lifetime 7 Plus
       benefit (the "Effective Date") and is not changed for the life of the
       guarantee. Currently, it is 83%.

   .   Cu\\s\\ - the secondary upper target is established on the effective
       date of the Highest Daily Lifetime 7 Plus/Spousal Highest Daily Lifetime
       7 Plus benefit (the "Effective Date") and is not changed for the life of
       the guarantee. Currently it is 84.5%

   .   C\\t\\ - the target is established on the Effective Date and is not
       changed for the life of the guarantee. Currently, it is 80%.

   .   C\\l\\ - the lower target is established on the Effective Date and is
       not changed for the life of the guarantee. Currently, it is 78%.

   .   L - the target value as of the current Valuation Day.

   .   r - the target ratio.

   .   a - factors used in calculating the target value. These factors are
       established on the Effective Date and are not changed for the life of
       the guarantee.

   .   V\\V\\ - the total value of all Permitted Sub-accounts in the Annuity.

   .   V\\F\\ the total value of all elected Fixed Rate Options in the Annuity.

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

   .   P - Income Basis. Prior to the first Lifetime Withdrawal, the Income
       Basis is equal to the Protected Withdrawal Value calculated as if the
       first Lifetime Withdrawal were taken on the date of calculation. After
       the first Lifetime Withdrawal, the Income Basis is equal to the greater
       of (1) the Protected Withdrawal Value on the date of the first Lifetime
       Withdrawal, increased for additional Purchase Payments, including the
       amount of any associated Credits, and adjusted proportionally for excess
       withdrawals*, and (2) any highest daily Account Value occurring on or
       after the date of the first Lifetime Withdrawal and prior to or
       including the date of this calculation increased for additional Purchase
       Payments including the amount of any associated Credits, and adjusted
       for Lifetime Withdrawals.

   .   T - the amount of a transfer into or out of the AST Investment Grade
       Bond Portfolio Sub-account.

   .   T\\M\\ - the amount of a monthly transfer out of the AST Investment
       Grade Bond Portfolio.

 *  Note: Lifetime Withdrawals of less than or equal to the Annual Income
    Amount do not reduce the Income Basis.

                               Daily Calculations

 TARGET VALUE CALCULATION:
 On each Valuation Day, a target value (L) is calculated, according to the
 following formula. If the variable Account Value (V\\V\\ + V\\F\\) is equal to
 zero, no calculation is necessary.


                               
                            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\\V\\ + V\\F\\).


       .   If on the third consecutive Valuation Day r (greater than) C\\u\\
           and r (less or =) Cu\\s\\ or if on any day r (greater than) Cu\\s\\,
           and subject to the 90% cap rule described above, assets in the
           Permitted Sub-accounts are transferred to the AST Investment Grade
           Bond Portfolio Sub-account.

                                      17



       .   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(MAX(0, (0.90 * (V\\V\\ + V\\F\\ + B))   Money is transferred from the Permitted Sub-accounts
           - B), [L - B - (V\\V\\ + V\\F\\) *          and Fixed Rate Options to the AST Investment Grade
           C\\t\\] / (1 - C\\t\\))                     Bond Sub-account
 T    =    {Min(B, - [L - B - (V\\V\\ + V\\F\\) *      Money is transferred from the AST Investment Grade
           C\\t\\] / (1 - C\\t\\))}                    Bond Sub-account to the Permitted Sub-accounts


 Monthly Calculation
 On each monthly anniversary of the Annuity Issue Date and following the daily
 Transfer Calculation above, the following formula determines if a transfer
 from the AST Investment Grade Bond Sub-account to the Permitted Sub-Accounts
 will occur:

 If, after the daily Transfer Calculation is performed,

 {Min(B, .05 * (V\\V\\ + V\\F\\ +B))} (less than) (Cu * (V\\V\\ + V\\F\\) - L +
 B) / (1 - C\\u\\), then


                                              
 T\\M\\    =    {Min(B, .05 * (V\\V\\ + V\\F\\ +B))}    Money is transferred from the AST Investment
                                                        Grade Bond Sub-account to the Permitted Sub-
                                                        accounts.


                     "a" Factors for Liability Calculations
              (in Years and Months since Benefit Effective Date)*



      Months
Years   1      2     3     4     5     6     7     8     9    10    11     12
- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
                                     
  1   15.34  15.31 15.27 15.23 15.20 15.16 15.13 15.09 15.05 15.02 14.98 14.95
  2   14.91  14.87 14.84 14.80 14.76 14.73 14.69 14.66 14.62 14.58 14.55 14.51
  3   14.47  14.44 14.40 14.36 14.33 14.29 14.26 14.22 14.18 14.15 14.11 14.07
  4   14.04  14.00 13.96 13.93 13.89 13.85 13.82 13.78 13.74 13.71 13.67 13.63
  5   13.60  13.56 13.52 13.48 13.45 13.41 13.37 13.34 13.30 13.26 13.23 13.19
  6   13.15  13.12 13.08 13.04 13.00 12.97 12.93 12.89 12.86 12.82 12.78 12.75
  7   12.71  12.67 12.63 12.60 12.56 12.52 12.49 12.45 12.41 12.38 12.34 12.30
  8   12.26  12.23 12.19 12.15 12.12 12.08 12.04 12.01 11.97 11.93 11.90 11.86
  9   11.82  11.78 11.75 11.71 11.67 11.64 11.60 11.56 11.53 11.49 11.45 11.42
 10   11.38  11.34 11.31 11.27 11.23 11.20 11.16 11.12 11.09 11.05 11.01 10.98
 11   10.94  10.90 10.87 10.83 10.79 10.76 10.72 10.69 10.65 10.61 10.58 10.54
 12   10.50  10.47 10.43 10.40 10.36 10.32 10.29 10.25 10.21 10.18 10.14 10.11
 13   10.07  10.04 10.00  9.96  9.93  9.89  9.86  9.82  9.79  9.75  9.71  9.68
 14    9.64   9.61  9.57  9.54  9.50  9.47  9.43  9.40  9.36  9.33  9.29  9.26
 15    9.22   9.19  9.15  9.12  9.08  9.05  9.02  8.98  8.95  8.91  8.88  8.84
 16    8.81   8.77  8.74  8.71  8.67  8.64  8.60  8.57  8.54  8.50  8.47  8.44
 17    8.40   8.37  8.34  8.30  8.27  8.24  8.20  8.17  8.14  8.10  8.07  8.04
 18    8.00   7.97  7.94  7.91  7.88  7.84  7.81  7.78  7.75  7.71  7.68  7.65
 19    7.62   7.59  7.55  7.52  7.49  7.46  7.43  7.40  7.37  7.33  7.30  7.27
 20    7.24   7.21  7.18  7.15  7.12  7.09  7.06  7.03  7.00  6.97  6.94  6.91
 21    6.88   6.85  6.82  6.79  6.76  6.73  6.70  6.67  6.64  6.61  6.58  6.55
 22    6.52   6.50  6.47  6.44  6.41  6.38  6.36  6.33  6.30  6.27  6.24  6.22
 23    6.19   6.16  6.13  6.11  6.08  6.05  6.03  6.00  5.97  5.94  5.92  5.89
 24    5.86   5.84  5.81  5.79  5.76  5.74  5.71  5.69  5.66  5.63  5.61  5.58
 25    5.56   5.53  5.51  5.48  5.46  5.44  5.41  5.39  5.36  5.34  5.32  5.29
 26    5.27   5.24  5.22  5.20  5.18  5.15  5.13  5.11  5.08  5.06  5.04  5.01
 27    4.99   4.97  4.95  4.93  4.91  4.88  4.86  4.84  4.82  4.80  4.78  4.75
 28    4.73   4.71  4.69  4.67  4.65  4.63  4.61  4.59  4.57  4.55  4.53  4.51
 29    4.49   4.47  4.45  4.43  4.41  4.39  4.37  4.35  4.33  4.32  4.30  4.28
 30    4.26   4.24  4.22  4.20  4.18  4.17  4.15  4.13  4.11  4.09  4.07  4.06**


 *  The values set forth in this table are applied to all ages.
 ** In all subsequent years and months thereafter, the annuity factor is 4.06

                                      18



 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 (except the Non-Lifetime
 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 7
 Plus through a non-qualified annuity, as with all withdrawals, once all
 Purchase Payments are returned under the Annuity, all subsequent withdrawal
 amounts will be taxed as ordinary income.

 Highest Daily Lifetime 7 Plus with Beneficiary Income Option/SM/
 We offer an optional death benefit feature under Highest Daily Lifetime 7
 Plus, the amount of which is linked to your Annual Income Amount. We refer to
 this optional death benefit as the Beneficiary Income Option or BIO. This
 version is only being made available in those jurisdictions where we have
 received regulatory approval and will be offered subsequently in other
 jurisdictions when we receive regulatory approval in those jurisdictions. You
 may choose Highest Daily Lifetime 7 Plus with or without also selecting the
 Beneficiary Income Option death benefit. However, you may not elect the
 Beneficiary Income Option without Highest Daily Lifetime 7 Plus and you must
 elect the Beneficiary Income Option death benefit at the time you elect
 Highest Daily Lifetime 7 Plus. If you elect Highest Daily Lifetime 7 Plus
 without the Beneficiary Income Option and would like to add the feature later,
 you must terminate the Highest Daily Lifetime 7 Plus benefit and elect the
 Highest Daily Lifetime 7 Plus with Beneficiary Income Option (subject to
 availability and benefit re-election provisions). Please note that if you
 terminate Highest Daily Lifetime 7 Plus and elect the Highest Daily Lifetime 7
 Plus with BIO you lose the guarantees that you had accumulated under your
 existing benefit and will begin the new guarantees under the new benefit you
 elect based on your Account Value as of the date the new benefit becomes
 active. As long as your Highest Daily Lifetime 7 Plus with Beneficiary Income
 Option is in effect, you must allocate your Account Value in accordance with
 the then permitted and available investment option(s) with this program.

 If you elect this death benefit, you may not elect any other optional benefit.
 You may elect the Beneficiary Income Option death benefit so long as the
 Annuitant is no older than age 75 at the time of election and meet the Highest
 Daily Lifetime 7 Plus age requirements. For purposes of this optional death
 benefit, we calculate the Annual Income Amount and Protected Withdrawal Value
 in the same manner that we do under Highest Daily Lifetime 7 Plus itself.
 However, we will stop determining the Periodic Value (as described above) on
 the earlier of your first Lifetime Withdrawal after the effective date of the
 benefit or the Tenth Anniversary Date. This means that under the Highest Daily
 Lifetime 7 Plus with BIO benefit you will not be eligible for the guaranteed
 minimum Periodic Values described above on the 20/th/ and 25/th/ Anniversary
 of the Benefit Effective Date. If you choose the Highest Daily Lifetime 7 Plus
 with BIO, the maximum charge is 2.00% of the greater of Account Value and the
 Protected Withdrawal Value ("PWV") annually. The current charge is 1.10%
 annually of the greater of the Account Value and the PWV. We deduct this
 charge at the end of each benefit 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 0.275% of the greater of the
 prior day's Account Value or the prior day's 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. Because the fee for this
 benefit is based on the greater of the Account Value or the Protected
 Withdrawal Value, the fee for Highest Daily Lifetime 7 Plus with the
 Beneficiary Income Option may be greater than it would have 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 below.

 Upon a death that triggers payment of a death benefit under the Annuity, we
 identify the following amounts: (a) the amount of the basic death benefit
 under the Annuity, (b) the Protected Withdrawal Value (less any Credits
 associated with Purchase Payments applied within 12 months prior to the date
 of death), and (c) the Annual Income Amount. If there were no Lifetime
 Withdrawals prior to the date of death, then we calculate the Protected
 Withdrawal Value for purposes of this death benefit as of the date of death,
 and we calculate the Annual Income Amount as if there were a withdrawal on the
 date of death. If there were Lifetime Withdrawals prior to the date of death,
 then we set the Protected Withdrawal Value and Annual Income Amount for
 purposes of this death benefit as of the date that we receive due proof of
 death.

                                      19



 If there is one beneficiary, he/she must choose to receive either the basic
 death benefit (in a lump sum or other permitted form of distribution) or the
 Beneficiary Income Option death benefit (in the form of periodic payments of
 the Annual Income Amount - such payments may be annual or at other intervals
 that we permit). If there are multiple beneficiaries, each beneficiary is
 presented with the same choice. Each beneficiary can choose to take his/her
 portion of either (a) the basic death benefit, or (b) the Beneficiary Income
 Option death benefit. In order to receive the Beneficiary Income Option death
 benefit, each beneficiary's share of the death benefit proceeds must be
 allocated as a percentage of the total death benefit to be paid. We allow a
 beneficiary who has opted to receive the Annual Income Amount to designate
 another beneficiary, who would receive any remaining payments upon the former
 beneficiary's death. Note also that the final payment, exhausting the
 Protected Withdrawal Value, may be less than the Annual Income Amount.

 Here is an example to illustrate how the death benefit may be paid:

..   Assume that (i) the basic death benefit is $50,000, the Protected
    Withdrawal Value is $100,000, and the Annual Income Amount is $5,000;
    (ii) there are two beneficiaries (the first designated to receive 75% of
    the death benefit and the second designated to receive 25% of the death
    benefit); (iii) the first beneficiary chooses to receive his/her portion of
    the death benefit in the form of the Annual Income Amount, and the second
    beneficiary chooses to receive his/her portion of the death benefit with
    reference to the basic death benefit.
..   Under those assumptions, the first beneficiary will be paid a pro-rated
    portion of the Annual Income Amount for 20 years (the 20 year pay out
    period is derived from the $5,000 Annual Income Amount, paid each year
    until it exhausts the entire $100,000 Protected Withdrawal Value). The
    pro-rated portion of the Annual Income Amount, equal to $3,750 annually
    (i.e., the first beneficiary's 75% share multiplied by $5,000), is then
    paid each year for the 20 year period. Payment of $3,750 for 20 years
    results in total payments of $75,000 (i.e., the first beneficiary's 75%
    share of the $100,000 Protected Withdrawal Value). The second beneficiary
    would receive 25% of the basic death benefit amount (or $12,500).

 If you elect to terminate Highest Daily Lifetime 7 Plus with Beneficiary
 Income Option, both Highest Daily Lifetime 7 Plus and that death benefit
 option will be terminated. You may not terminate the death benefit option
 without terminating the entire benefit. If you terminate Highest Daily
 Lifetime 7 Plus with Beneficiary Income Option, your ability to elect other
 optional living benefits will be affected as indicated in the "Election of and
 Designations under the Benefit" section above.

 Highest Daily Lifetime 7 Plus with Lifetime Income Accelerator/SM/.
 We offer another version of Highest Daily Lifetime 7 Plus that we call Highest
 Daily Lifetime 7 Plus with Lifetime Income Accelerator ("Highest Daily
 Lifetime 7 Plus with LIA"). This version is only being offered in those
 jurisdictions where we have received regulatory approval and will be offered
 subsequently in other jurisdictions when we receive regulatory approval in
 those jurisdictions. You may choose Highest Daily Lifetime 7 Plus with or
 without also electing LIA, however you may not elect LIA without Highest Daily
 Lifetime 7 Plus and you must elect the LIA benefit at the time you elect
 Highest Daily Lifetime 7 Plus. If you elect Highest Daily Lifetime 7 Plus
 without LIA and would like to add the feature later, you must terminate the
 Highest Daily Lifetime 7 Plus benefit and elect the Highest Daily Lifetime 7
 Plus with LIA (subject to availability and benefit re-election provisions).
 Please note that if you terminate Highest Daily Lifetime 7 Plus and elect the
 Highest Daily Lifetime 7 Plus with LIA you lose the guarantees that you had
 accumulated under your existing benefit and will begin the new guarantees
 under the new benefit you elect based on your Account Value as of the date the
 new benefit becomes active. Highest Daily Lifetime 7 Plus with LIA is offered
 as an alternative to other lifetime withdrawal options. If you elect this
 benefit, you may not elect any other optional benefit. As long as your Highest
 Daily Lifetime 7 Plus with LIA benefit is in effect, you must allocate your
 Account Value in accordance with the then permitted and available investment
 option(s) with this program. The income benefit under Highest Daily Lifetime 7
 Plus with LIA currently is based on a single "designated life" who is between
 the ages of 45 and 75 on the date that the benefit is elected. All terms and
 conditions of Highest Daily Lifetime 7 Plus apply to this version of the
 benefit, except as described herein.

 Highest Daily Lifetime 7 Plus with LIA is not long-term care insurance and
 should not be purchased as a substitute for long-term care insurance. The
 income you receive through the Lifetime Income Accelerator may be used for any
 purpose, and it may or may not be sufficient to address expenses you may incur
 for long-term care. You should seek professional advice to determine your
 financial needs for long-term care.

 Highest Daily Lifetime 7 Plus with LIA guarantees, until the death of the
 single designated life, the ability to withdraw an amount equal to double the
 Annual Income Amount (which we refer to as the "LIA Amount") if you meet the
 conditions set forth below. If you choose the Highest Daily Lifetime 7 Plus
 with LIA, the maximum charge is 2.00% of the greater of Account Value and the
 Protected Withdrawal Value ("PWV") annually. The current charge is 1.10%
 annually of the greater of Account Value and the PWV. We deduct this charge at
 the end of each benefit 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 0.275% of the greater of the prior day's
 Account Value, or the prior day's 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
 greater of Account Value or the Protected Withdrawal Value,

                                      20



 the fee for Highest Daily Lifetime 7 Plus with LIA 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 below.

 If this benefit is being elected on an Annuity held as a 403(b) plan, then in
 addition to meeting the eligibility requirements listed below for the LIA
 Amount you must separately qualify for distributions from the 403(b) plan
 itself.

 Eligibility Requirements for LIA Amount. Both a waiting period of 36 months
 from the benefit effective date, and an elimination period of 120 days from
 the date of notification that one or both of the requirements described
 immediately below have been met, apply before you can become eligible for the
 LIA Amount. Assuming the 36 month waiting period has been met and we have
 received the notification referenced in the immediately preceding sentence,
 the LIA amount would be available for withdrawal on the Valuation Day
 immediately after the 120/th/ day. The waiting period and the elimination
 period may run concurrently. In addition to satisfying the waiting and
 elimination period, at least one of the following requirements ("LIA
 conditions") must be met.

 (1)The designated life is confined to a qualified nursing facility. A
    qualified nursing facility is a facility operated pursuant to law or any
    state licensed facility providing medically necessary in-patient care which
    is prescribed by a licensed physician in writing and based on physical
    limitations which prohibit daily living in a non-institutional setting.
 (2)The designated life is unable to perform two or more basic abilities of
    caring for oneself or "activities of daily living." We define these basic
    abilities as:

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

 You must notify us when the LIA conditions have been met. If, when we receive
 such notification, there are more than 120 days remaining until the end of the
 waiting period described above, you will not be eligible for the LIA Amount.
 If there are 120 days or less remaining until the end of the waiting period
 when we receive notification that the LIA conditions are met, we will
 determine eligibility for the LIA Amount through our then current
 administrative process, which may include, but is not limited to,
 documentation verifying the LIA conditions and/or an assessment by a third
 party of our choice. Such assessment may be in person and we will assume any
 costs associated with the aforementioned assessment. Once eligibility is
 determined, the LIA Amount is equal to double the Annual Income Amount as
 described above under the Highest Daily Lifetime 7 Plus benefit.

 Additionally, once eligibility is determined, we will reassess your
 eligibility on an annual basis although your LIA benefit for the year that
 immediately precedes our reassessment will not be affected if it is determined
 that you are no longer eligible. Your first reassessment may occur in the same
 year as your initial assessment. If we determine that you are no longer
 eligible to receive the LIA Amount, upon the next Annuity Anniversary the
 Annual Income Amount would replace the LIA Amount. There is no limit on the
 number of times you can become eligible for the LIA Amount, however, each time
 would require the completion of the 120-day elimination period, notification
 that the designated life meets the LIA conditions, and determination, through
 our then current administrative process, that you are eligible for the LIA
 Amount, each as described above.

 LIA amount at the first Lifetime Withdrawal. If your first Lifetime Withdrawal
 subsequent to election of Highest Daily Lifetime 7 Plus with LIA occurs while
 you are eligible for the LIA Amount, the available LIA Amount is equal to
 double the Annual Income Amount.

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

 Withdrawals In Excess of the LIA amount. If your cumulative Lifetime
 Withdrawals in an Annuity Year are in excess of the LIA Amount when you are
 eligible ("Excess Withdrawal"), your LIA Amount in subsequent years will be
 reduced (except with regard to required minimum distributions) by the result
 of the ratio of the excess portion of the withdrawal to the Account Value
 immediately prior to the Excess Withdrawal. Reductions include the actual
 amount of the withdrawal, including any CDSC that

                                      21



 may apply. Withdrawals of any amount (excluding the Non-Lifetime Withdrawal)
 up to and including the LIA Amount will reduce the Protected Withdrawal Value
 by the amount of the withdrawal. Excess Withdrawals will reduce the Protected
 Withdrawal Value by the same ratio as the reduction to the LIA Amount. Any
 withdrawals that are less than or equal to the LIA amount (when eligible) but
 in excess of the free withdrawal amount available under this Annuity will not
 incur a CDSC.

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

 Purchase Payments. If you are eligible for the LIA Amount as described under
 "Eligibility Requirements for LIA Amount" and you make an additional Purchase
 Payment, we will increase your LIA Amount by double the amount we add to your
 Annual Income Amount.

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

 Guarantee Payments. If your Account Value is reduced to zero as a result of
 cumulative withdrawals that are equal to or less than the LIA Amount when you
 are eligible, or as a result of the fee that we assess for Highest Daily
 Lifetime 7 Plus with LIA, and there is still a LIA Amount available, we will
 make an additional payment for that Annuity Year equal to the remaining LIA
 Amount. If you have not begun taking Lifetime Withdrawals and your Account
 Value is reduced to zero as a result of the fee we assess for Highest Daily
 Lifetime 7 Plus with LIA, we will calculate the Annual Income Amount and any
 LIA Amount, if you are eligible, as if you made your first Lifetime Withdrawal
 on the date the Account Value was reduced to zero and Lifetime Withdrawals
 will begin on the next Annuity anniversary. If this were to occur, you are not
 permitted to make additional purchase payments to your Annuity. Thus, in these
 scenarios, the remaining LIA Amount would be payable even though your Account
 Value was reduced to zero. In subsequent Annuity Years we make payments that
 equal the LIA Amount as described in this section. We will make payments until
 the death of the single designated life. Should the designated life no longer
 qualify for the LIA amount (as described under "Eligibility Requirements for
 LIA Amount" above), the Annual Income Amount would continue to be available.
 Subsequent eligibility for the LIA Amount would require the completion of the
 120 day elimination period as well as meeting the LIA conditions listed above
 under "Eligibility Requirements for LIA Amount". To the extent that cumulative
 withdrawals in the current Annuity Year that reduce your Account Value to zero
 are more than the LIA Amount (except in the case of required minimum
 distributions), Highest Daily Lifetime 7 Plus with LIA terminates, and no
 additional payments are made.

 Annuity Options. In addition to the Highest Daily Lifetime 7 Plus Annuity
 Options described above, after the Tenth Anniversary you may also request that
 we make annuity payments each year equal to the Annual Income Amount. In any
 year that you are eligible for the LIA Amount, we make annuity payments equal
 to the LIA Amount. If you would receive a greater payment by applying your
 Account Value to receive payments for life under your Annuity, we will pay the
 greater amount. Annuitization prior to the Tenth Anniversary will forfeit any
 present or future LIA amounts. We will continue to make payments until the
 death of the Designated Life. If this option is elected, the Annual Income
 Amount and LIA Amount will not increase after annuity payments have begun.

 If you elect Highest Daily Lifetime 7 Plus with LIA, and never meet the
 eligibility requirements you will not receive any additional payments based on
 the LIA Amount.

 SPOUSAL HIGHEST DAILY LIFETIME 7 PLUS/SM/ INCOME BENEFIT (SHD7 Plus)/SM/
 Spousal Highest Daily Lifetime 7 Plus is the spousal version of Highest Daily
 Lifetime 7 Plus. This version is only being offered in those jurisdictions
 where we have received regulatory approval and will be offered subsequently in
 other jurisdictions when we receive regulatory approval in those
 jurisdictions. Currently, if you elect Spousal Highest Daily Lifetime 7 Plus
 and subsequently terminate the benefit, you may elect another lifetime
 withdrawal benefit, subject to our current rules. See "Termination of Existing
 Benefits and Election New Benefits". Please note that if you terminate Spousal
 Highest Daily Lifetime 7 Plus and elect another benefit, you lose the
 guarantees that you had accumulated under your existing benefit and will begin
 the new guarantees under the new benefit you elect based on your Account Value
 as of the date the new benefit becomes active. Spousal Highest Daily Lifetime
 7 Plus must be elected based on two Designated Lives, as described below. The
 youngest Designated Life must be at least 50 years old and the oldest
 Designated Life must be at least 55 years old when the benefit is elected.
 Spousal Highest Daily Lifetime 7 Plus is not available if you elect any other
 optional benefit. As long as your Spousal Highest Daily Lifetime 7 Plus
 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 below and in your prospectus on page 16 or page 13 for Choice
 2000.

 We offer a benefit that guarantees until the later death of two natural
 persons who are each other's spouses at the time of election of the benefit
 and at the first death of one of them (the "Designated Lives", and each, a
 "Designated Life") the ability to withdraw an annual amount (the "Annual
 Income Amount") equal to a percentage of an initial principal value (the
 "Protected Withdrawal Value") regardless of the impact of Sub-account
 performance on the Account Value, subject to our program rules regarding the
 timing and amount of withdrawals. You are guaranteed to be able to withdraw
 the Annual Income Amount for the lives of the

                                      22



 Designated Lives ("Lifetime Withdrawals") provided you have not made "excess
 withdrawals" that have resulted in your Account Value being reduced to zero.
 We also permit a one-time Non-Lifetime Withdrawal from your Annuity prior to
 taking Lifetime Withdrawals under the benefit. The benefit may be appropriate
 if you intend to make periodic withdrawals from your Annuity, wish to ensure
 that Sub-account performance will not affect your ability to receive annual
 payments, and wish either spouse to be able to continue the Spousal Highest
 Daily Lifetime 7 Plus 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 7 Plus.

 Although you are guaranteed the ability to withdraw your Annual Income Amount
 for life even if your Account Value falls to zero, if you take an excess
 withdrawal that brings your Account Value to zero, it is possible that your
 Annual Income Amount could also fall to zero. In that scenario, no further
 amount would be payable under Spousal Highest Daily Lifetime 7 Plus.

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

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

 (1)the Periodic Value for the immediately preceding business day (the "Prior
    Valuation Day") appreciated at the daily equivalent of 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 (the Periodic Value is proportionally reduced for any
    Non-Lifetime Withdrawal); and
 (2)the Account Value.

 If you have not made a Lifetime Withdrawal on or before the 10/th/, 20/th/, or
 25/th/ Anniversary of the effective date of the benefit, your Periodic Value
 on the 10/th/, 20/th/, or 25/th/ Anniversary of the benefit effective date is
 equal to the greater of:

 (1)the Periodic Value described above or,
 (2)the sum of (a), (b) and (c) (proportionally reduced for any Non-Lifetime
    Withdrawal):

       (a)200% (on the 10/th/ anniversary), 400% (on the 20/th/ anniversary) or
          600% (on the 25/th/ anniversary) of the Account Value on the
          effective date of the benefit;
       (b)200% (on the 10/th/ anniversary), 400% (on the 20/th/ anniversary) or
          600% (on the 25/th/ anniversary) of all adjusted Purchase Payments
          made within one year following the effective date of the benefit; and
       (c)All adjusted Purchase Payments made after one year following the
          effective date of the benefit.

 If you elect Spousal Highest Daily Lifetime 7 Plus with Beneficiary Income
 Option ("BIO") (see below), we will stop determining the Periodic Value (as
 described above) on the earlier of your first Lifetime Withdrawal after the
 effective date of the benefit or the Tenth Anniversary of the effective date
 of the benefit ("Tenth Anniversary"). This means that under the Spousal
 Highest Daily Lifetime 7 Plus with BIO benefit you will not be eligible for
 the guaranteed minimum Periodic Values described above on the 20/th/ and
 25/th/ Anniversary of the Benefit Effective Date

 On and after the date of your first Lifetime Withdrawal, your Protected
 Withdrawal Value is increased by the amount of any subsequent Purchase
 Payments, is reduced by withdrawals, including your first Lifetime Withdrawal
 (as described below), and may be increased if you qualify for a step-up (as
 described below).

 Return of Principal Guarantee
 If you have not made a Lifetime 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 7 Plus proportionally reduced for any Non-Lifetime Withdrawal; and
 b) the sum of each Purchase Payment proportionally reduced for any subsequent
    Non-Lifetime Withdrawal (including the amount of any associated Credits)
    you made during the one-year period after you elected the benefit.

                                      23



 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
 (including the AST Investment Grade 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. Because the amount is added to
 your Account Value, it will also be subject to each charge under your Annuity
 based on Account Value. This potential addition to Account Value is available
 only if you have elected Spousal Highest Daily Lifetime 7 Plus and if you meet
 the conditions set forth in this paragraph. Thus, if you take a withdrawal,
 including a required minimum distribution, (other than a Non-Lifetime
 Withdrawal) prior to the Tenth Anniversary, you are not eligible to receive
 the Return of Principal Guarantee. The Return of Principal Guarantee is
 referred to as the Guaranteed Minimum Account Value Credit in the benefit
 rider.

 Key Feature - Annual Income Amount under the Spousal Highest Daily Lifetime 7
 Plus Benefit
 The Annual Income Amount is equal to a specified percentage of the Protected
 Withdrawal Value. The percentage initially depends on the age of the youngest
 Designated Life on the date of the first Lifetime Withdrawal after election of
 the benefit. The percentages are: 4% for ages 50 - less than 59 1/2, 5% for
 ages 59 1/2-79, 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 7 Plus benefit, if your
 cumulative Lifetime Withdrawals in an Annuity Year are less than or equal to
 the Annual Income Amount, they will not reduce your Annual Income Amount in
 subsequent Annuity Years, but any such withdrawals will reduce the Annual
 Income Amount on a dollar-for-dollar basis in that Annuity Year. If your
 cumulative Lifetime Withdrawals in an Annuity Year are in excess of the Annual
 Income Amount for any Annuity Year ("Excess Income"), your Annual Income
 Amount in subsequent years will be reduced (except with regard to required
 minimum distributions for this Annuity that comply with our rules) by the
 result of the ratio of the Excess Income to the Account Value immediately
 prior to such withdrawal (see examples of this calculation below). Reductions
 are based on the actual amount of the withdrawal, including any CDSC that may
 apply. Lifetime 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.

 Note that if your withdrawal of the Annual Income Amount in a given Annuity
 Year exceeds the applicable free withdrawal amount under the Annuity (but is
 not considered Excess Income), we will not impose any CDSC on the amount of
 that withdrawal.

 You may use the Systematic Withdrawal program to make withdrawals of the
 Annual Income Amount. Any systematic withdrawal will be deemed a Lifetime
 Withdrawal under this benefit.

 Any Purchase Payment that you make subsequent to the election of Spousal
 Highest Daily Lifetime 7 Plus 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 Credit) based on the age of the
 younger Annuitant at the time of the first Lifetime Withdrawal (the
 percentages are: 4% for ages 50 - less than 59 1/2, 5% for ages 59 1/2-79, 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 Credit).

 Highest Daily Auto Step-Up
 An automatic step-up feature ("Highest Daily Auto Step-Up") is part of this
 benefit. As detailed in this paragraph, the Highest Daily Auto Step-Up feature
 can result in a larger Annual Income Amount subsequent to your first Lifetime
 Withdrawal. The Highest Daily Step-Up starts with the anniversary of the Issue
 Date of the Annuity (the "Annuity Anniversary") immediately after your first
 Lifetime Withdrawal under the benefit. Specifically, upon the first such
 Annuity Anniversary, we identify the Account Value on each Valuation Day
 within the immediately preceding Annuity Year after your first Lifetime
 Withdrawal. Having identified the highest daily value (after all daily values
 have been adjusted for subsequent purchase payments and withdrawals), we then
 multiply that value by a percentage that varies based on the age of the
 youngest Designated Life on the Annuity Anniversary as of which the step-up
 would occur. The percentages are 4% for ages 50 - less than 59 1/2, 5% for
 ages 59 1/2-79, 6% for ages 80-84, 7% for ages 85-89, and 8% for ages 90 and
 older. If that value exceeds the existing Annual Income Amount, we replace the
 existing amount with the new, higher amount. Otherwise, we leave the existing
 Annual Income Amount intact. The Account Value on the Annuity Anniversary is
 considered the last daily step-up value of the Annuity Year. In later years
 (i.e., after the first Annuity Anniversary after the first Lifetime
 Withdrawal), we determine whether an automatic step-up should occur on each
 Annuity Anniversary by performing a similar examination of the Account Values
 that occurred on Valuation Days during the year. At the time that we increase
 your Annual Income Amount, we also increase your Protected Withdrawal Value to
 equal the highest daily value upon which your step-up was based only if that
 results in an increase to the Protected Withdrawal Value. Your Protected
 Withdrawal Value will never be decreased as a result of an income step-up. If,
 on the date that we implement a Highest Daily Auto Step-Up to your Annual
 Income Amount, the charge for Spousal Highest Daily Lifetime 7 Plus has
 changed for new purchasers, you may be subject to the new charge at the time
 of such step-up. Prior to increasing your charge for Spousal Highest Daily

                                      24



 Lifetime 7 Plus upon a step-up, we would notify you, and give you the
 opportunity to cancel the automatic step-up feature. If you receive notice of
 a proposed step-up and accompanying fee increase, you should carefully
 evaluate whether the amount of the step-up justifies the increased fee to
 which you will be subject.

 If you establish a Systematic Withdrawal program, we will not automatically
 increase the withdrawal amount when there is an increase to the Annual Income
 Amount.

 The Spousal Highest Daily Lifetime 7 Plus 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 7 Plus, if your cumulative Lifetime Withdrawals in an Annuity Year
 are less than or equal to the Annual Income Amount, they will not reduce your
 Annual Income Amount in subsequent Annuity Years, but any such withdrawals
 will reduce the Annual Income Amount on a dollar-for-dollar basis in that
 Annuity Year.

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

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

 Examples of dollar-for-dollar and proportional reductions, and the Highest
 Daily Auto Step-Up are set forth below. The values shown here are purely
 hypothetical, and do not reflect the charges for the Spousal Highest Daily
 Lifetime 7 Plus benefit or any other fees and charges. Assume the following
 for all three examples:
   .   The Issue Date is December 1, 2008
   .   The Spousal Highest Daily Lifetime 7 Plus benefit is elected on March 5,
       2009
   .   The younger Designated Life was 70 years old when he/she elected the
       Spousal Highest Daily Lifetime 7 Plus benefit.

 Example of dollar-for-dollar reductions
 On November 24, 2009, the Protected Withdrawal Value is $120,000, resulting in
 an Annual Income Amount of $6,000 (since the youngest designated life is
 between the ages of 59 1/2 and 79 at the time of the first Lifetime
 Withdrawal, the Annual Income Amount is 5% of the Protected Withdrawal Value,
 in this case 5% of $120,000). Assuming $2,500 is withdrawn from the Annuity on
 this date, the remaining Annual Income Amount for that Annuity Year (up to and
 including December 1, 2009) is $3,500. This is the result of a
 dollar-for-dollar reduction of the Annual Income Amount ($6,000 less $2,500 =
 $3,500).

 Example of proportional reductions
 Continuing the previous example, assume an additional withdrawal of $5,000
 occurs on November 27, 2009 and the Account Value at the time and immediately
 prior to this withdrawal is $118,000. The first $3,500 of this withdrawal
 reduces the Annual Income Amount for that Annuity Year to $0. The remaining
 withdrawal amount of $1,500 - reduces the Annual Income Amount in future
 Annuity Years on a proportional basis based on the ratio of the excess
 withdrawal to the 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 Lifetime Withdrawal                       $118,000.00
  Less amount of "non" excess withdrawal                         $  3,500.00
  Account Value immediately before excess withdrawal of $1,500   $114,500.00
  Excess withdrawal amount                                       $  1,500.00
  Divided by Account Value immediately before excess withdrawal  $114,500.00
  Ratio                                                                 1.31%
  Annual Income Amount                                           $  6,000.00
  Less ratio of 1.31%                                            $     78.60
  Annual Income Amount for future Annuity Years                  $  5,921.40


 Example of highest daily auto step-up
 On each Annuity Anniversary date, 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 daily value since your first Lifetime
 Withdrawal (or last Annuity Anniversary in subsequent years), adjusted for
 withdrawals and additional Purchase Payments, is higher than the Annual Income
 Amount, adjusted for excess withdrawals and additional Purchase Payments
 (including the amount of any associated Credits).

 Continuing the same example as above, the Annual Income Amount for this
 Annuity Year is $6,000. However, the excess withdrawal on November 27 reduces
 the amount to $5,921.40 for future years (see above). For the next Annuity
 Year, the Annual

                                      25



 Income Amount will be stepped up if 5% (since the youngest Designated Life is
 between 59 1/2 and 79 on the date of the potential step-up) of the highest
 daily Account Value adjusted for withdrawals and Purchase Payments (including
 credits), is higher than $5921.40. Here are the calculations for determining
 the daily values. Only the November 25 value is being adjusted for excess
 withdrawals as the November 30 and December 1 Valuation Days occur after the
 excess withdrawal on November 27.



                                   Highest Daily Value
                                     (adjusted with          Adjusted Annual
                                 withdrawal and Purchase Income Amount (5% of the
Date*              Account Value       Payments)**         Highest Daily Value)
- -----              ------------- ----------------------- ------------------------
                                                
November 25, 2009   $119,000.00          $119,000.00            $5,950.00
November 26, 2009                   Thanksgiving Day
November 27, 2009   $113,000.00          $113,986.95            $5,699.35
November 30, 2009   $113,000.00          $113,986.95            $5,699.35
December 01, 2009   $119,000.00          $119,000.00            $5,950.00


 *  In this example, the Annuity Anniversary date is December 1. The Valuation
    Dates are every day following the first Lifetime Withdrawal. In subsequent
    Annuity Years Valuation Dates will be every day following the Annuity
    Anniversary. The Annuity Anniversary Date of December 1 is considered the
    final Valuation Date for the Annuity Year.
 ** In this example, the first daily value after the first Lifetime Withdrawal
    is $119,000 on November 25, resulting in an adjusted Annual Income Amount
    of $5,950.00. This amount is adjusted on November 27 to reflect the $5,000
    withdrawal. The calculations for the adjustments are:
   .   The Account Value of $119,000 on November 25 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
       $115,500 before the excess withdrawal.
   .   This amount ($115,500) is further reduced by 1.31% (this is the ratio in
       the above example which is the excess withdrawal divided by the Account
       Value immediately preceding the excess withdrawal) resulting in a
       Highest Daily Value of $113,986.95.
   .   The adjusted Annual Income Amount is carried forward to the next
       Valuation Date of November 30. At this time, we compare this amount to
       5% of the Account Value on November 30. Since the November 27 adjusted
       Annual Income Amount of $5,699.35 is higher than $5,650.00 (5% of
       $113,000), we continue to carry $5,699.35 forward to the next and final
       Valuation Date of December 1. The Account Value on December 1 is
       $119,000 and 5% of this amount is $5,950. Since this is higher than
       $5,699.35, the adjusted Annual Income Amount is reset to $5,950.00.

 In this example, 5% of the December 1 value results in the highest amount of
 $5,950.00. Since this amount is higher than the current year's Annual Income
 Amount of $5,921.40 adjusted for excess withdrawals, the Annual Income Amount
 for the next Annuity Year, starting on December 2, 2009 and continuing through
 December 1, 2010, will be stepped-up to $5,950.00.

 Non-Lifetime Withdrawal Feature
 You may take a one-time non-lifetime withdrawal ("Non-Lifetime Withdrawal")
 under Spousal Highest Daily Lifetime 7 Plus. It is an optional feature of the
 benefit that you can only elect at the time of your first withdrawal. The
 amount of the Non-Lifetime Withdrawal cannot be more than the amount that
 would cause the Annuity to be taken below the minimum Surrender Value after a
 withdrawal for your Annuity (See "Access to Account Value" in the prospectus
 on page 51 or page 45 in Choice 2000). This Non-Lifetime Withdrawal will not
 establish your intital Annual Income Amount and the Periodic Value above will
 continue to be calculated. However, the total amount of the withdrawal will
 proportionally reduce all guarantees associated with the Spousal Highest Daily
 Lifetime 7 Plus benefit. You must tell us if your withdrawal is intended to be
 the Non-Lifetime Withdrawal and not the first Lifetime Withdrawal under the
 Spousal Highest Daily Lifetime 7 Plus benefit. If you don't elect the
 Non-Lifetime Withdrawal, the first withdrawal you make will be the first
 Lifetime Withdrawal that establishes your Protected Withdrawal Value and
 Annual Income Amount. Once you elect the Non-Lifetime Withdrawal or Lifetime
 Withdrawals, no additional Non-Lifetime withdrawals may be taken.

 The Non-Lifetime Withdrawal will proportionally reduce the Protected
 Withdrawal Value, the Return of Principal guarantee and the Periodic Value
 guarantees on the tenth, twentieth and twenty-fifth anniversaries of the
 benefit effective date, described above, by the percentage the total
 withdrawal amount (including any applicable CDSC) represents of the then
 current Account Value immediately prior to the time of the withdrawal.

 If you are participating in a Systematic Withdrawal program, the first
 withdrawal under the program cannot be classified as the Non-Lifetime
 Withdrawal. The first partial withdrawal in payment of any third party
 investment advisory service from your Annuity also cannot be classified as the
 Non-Lifetime Withdrawal

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

 Assume the following:
   .   The Issue Date is December 1, 2008
   .   The Spousal Highest Daily Lifetime 7 Plus benefit is elected on March 5,
       2009
   .   The Account Value at benefit election was $105,000

                                      26



   .   The younger Designated Life was 70 years old when he/she elected the
       Spousal Highest Daily Lifetime 7 Plus benefit.
   .   No previous withdrawals have been taken under the Spousal Highest Daily
       Lifetime 7 Plus benefit.

 On May 2, 2009, the Protected Withdrawal Value is $125,000, the 10/th/ benefit
 year minimum Periodic Value guarantee is $210,000, the 10/th/ benefit year
 Return of Principal guarantee is $105,000, the 20/th/ benefit year minimum
 Periodic Value guarantee is $420,000, the 25/th/ benefit year minimum Periodic
 Value guarantee is $630,000 and the Account Value is $120,000. Assuming
 $15,000 is withdrawn from the Annuity on May 2, 2009 and is designated as a
 Non-Lifetime Withdrawal, all guarantees associated with the Spousal Highest
 Daily Lifetime 7 Plus benefit will be reduced by the ratio the total
 withdrawal amount represents of the Account Value just prior to the withdrawal
 being taken.

 Here is the calculation:


                                                              
      Withdrawal Amount divided by                               $ 15,000
      Account Value before withdrawal                            $120,000
      Equals ratio                                                   12.5%
      All guarantees will be reduced by the above ratio (12.5%)
      Protected Withdrawal Value                                 $109,375
      10/th/ benefit year Return of Principal                    $ 91,875
      10/th/ benefit year Minimum Periodic Value                 $183,750
      20/th/ benefit year Minimum Periodic Value                 $367,500
      25/th/ benefit year Minimum Periodic Value                 $551,250


 Required Minimum Distributions
 Withdrawals that exceed the Annual Income Amount, but which you are required
 to take as a required minimum distribution for this Annuity, will not reduce
 the Annual Income Amount for future years. No additional Annual Income Amounts
 will be available in an Annuity Year due to required minimum distributions
 unless the required minimum distribution amount is greater than the Annual
 Income Amount. Any withdrawal you take that exceeds the Annual Income Amount
 in Annuity Years that your required minimum distribution amount is not greater
 than the Annual Income Amount will be treated as an Excess Withdrawal under
 the benefit. If the required minimum distribution (as calculated by us for
 your Annuity and not previously withdrawn in the current calendar year) is
 greater than the Annual Income Amount, an amount equal to the remaining Annual
 Income Amount plus the difference between the required minimum distribution
 amount not previously withdrawn in the current calendar year and the Annual
 Income Amount will be available in the current Annuity Year without it being
 considered an excess withdrawal. In the event that a required minimum
 distribution is calculated in a calendar year that crosses more than one
 Annuity Year and you choose to satisfy the entire required minimum
 distribution for that calendar year in the next Annuity Year, the distribution
 taken in the next Annuity Year will reduce your Annual Income Amount in that
 Annuity Year on a dollar for dollar basis. If the required minimum
 distribution not taken in the prior Annuity Year is greater than the Annual
 Income Amount as guaranteed by the benefit in the current Annuity Year, the
 total required minimum distribution amount may be taken without being treated
 as an excess withdrawal.

 Example - required minimum distributions
 The following example is purely hypothetical and is intended to illustrate a
 scenario in which the required minimum distribution amount in a given Annuity
 Year is greater than the Annual Income Amount.

 Annual Income Amount = $5,000
 Remaining Annual Income Amount = $3,000
 Required Minimum Distribution = $6,000

 The amount you may withdraw in the current Annuity Year without it being
 treated as an Excess Withdrawal is $4,000. ($3,000 + ($6,000 - $5,000) =
 $4,000).

 If the $4,000 withdrawal is taken, the remaining Annual Income Amount will be
 zero and the remaining required minimum distribution amount of $2,000 may be
 taken in the subsequent Annuity Year (when your Annual Income Amount is reset
 to $5,000) without proportionally reducing all guarantees associated with the
 Spousal Highest Daily Lifetime 7 Plus benefit as described above. The amount
 you may withdraw in the subsequent Annuity Year if you choose not to satisfy
 the required minimum distribution in the current Annuity Year (assuming the
 Annual Income Amount in the subsequent Annuity Year is $5,000) without being
 treated as an Excess Withdrawal is $6,000. This withdrawal must comply with
 all IRS guidelines in order to satisfy the required minimum distribution for
 the current calendar year.

 Benefits Under Spousal Highest Daily Lifetime 7 Plus
..   To the extent that your Account Value was reduced to zero as a result of
    cumulative Lifetime Withdrawals in an Annuity Year 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

                                      27



   Lifetime 7 Plus, and amounts are still payable under Spousal Highest Daily
    Lifetime 7 Plus, we will make an additional payment, if any, for that
    Annuity Year equal to the remaining Annual Income Amount for the Annuity
    Year. If you have not begun taking Lifetime Withdrawals and your Account
    Value is reduced to zero as a result of the fee we assess for Spousal
    Highest Daily Lifetime 7 Plus, we will calculate the Annual Income Amount
    as if you made your first Lifetime Withdrawal on the date the Account Value
    was reduced to zero and Lifetime Withdrawals will begin on the next Annuity
    Anniversary. If this were to occur, you are not permitted to make
    additional purchase payments to your Annuity. Thus, in these scenarios, 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 Annuity Year that
    reduced your Account Value to zero are more than the Annual Income Amount,
    the Spousal Highest Daily Lifetime 7 Plus benefit terminates, and no
    additional payments will be made. However, if a withdrawal in the latter
    scenario was taken to satisfy a required minimum distribution under the
    Annuity the benefit will not terminate, and we will continue to pay the
    Annual Income Amount in subsequent Annuity Years until the death of the
    second Designated Life provided the Designated lives were spouses at the
    death of the first Designated Life.

..   If Annuity payments are to begin under the terms of your Annuity, or if you
    decide to begin receiving Annuity payments and there is an Annual Income
    Amount due in subsequent Annuity Years, you can elect one of the following
    two options:

       (1)apply your 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 Lifetime Withdrawal was ever taken, we will calculate the Annual
    Income Amount as if you made your first Lifetime Withdrawal on the date the
    annuity payments are to begin.
..   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 7 Plus benefit are
    subject to all of the terms and conditions of the Annuity, including any
    applicable CDSC for the Non-Lifetime Withdrawal as well as withdrawals that
    exceed the Annual Income Amount.
..   Withdrawals made while the Spousal Highest Daily Lifetime 7 Plus benefit is
    in effect will be treated, for tax purposes, in the same way as any other
    withdrawals under the Annuity.
..   You can make withdrawals from your Annuity while your Account Value is
    greater than zero without purchasing the Spousal Highest Daily Lifetime 7
    Plus benefit. The Spousal Highest Daily Lifetime 7 Plus benefit provides a
    guarantee that if your Account Value is reduced to zero (subject to program
    rules regarding the timing and amount of withdrawals), 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 or from
    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 statement. 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 7 Plus benefit. The Spousal Highest Daily Lifetime 7
    Plus benefit provides a guarantee that if your Account Value declines due
    to Sub-account performance, you will be able to receive your Annual Income
    Amount in the form of periodic benefit payments.

                                      28



..   Transfers to and from the elected Sub-accounts and the AST Investment Grade
    Bond Portfolio Sub-account triggered by the Spousal Highest Daily Lifetime
    7 Plus asset transfer program will not count toward the maximum number of
    free transfers allowable under an Annuity.
..   We currently limit the Sub-accounts to which you may allocate Account Value
    if you participate in this benefit (see "Investment Options" below and in
    the prospectus on page 17 or page 14 for Choice 2000 ). Moreover, if you
    are invested in prohibited investment options and seek to elect the
    benefit, we will ask you to reallocate to permitted investment options as a
    prerequisite to electing the benefit.
..   The maximum fee for Spousal Highest Daily Lifetime 7 Plus is 1.50% annually
    of the greater of Account Value and the Protected Withdrawal Value. The
    current fee for Spousal Highest Daily Lifetime 7 Plus is 0.90% annually of
    the greater of Account Value and the Protected Withdrawal Value. We deduct
    this fee at the end of each benefit 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 0.225%
    of the greater of the prior day's Account Value, or the prior day's
    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 greater of the Account Value
    and the Protected Withdrawal Value, the fee for Spousal Highest Daily
    Lifetime 7 Plus 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 Account
    Value, we will reduce the Account Value to zero, and continue the benefit
    as described above.

 Election of and Designations under the Benefit
 Spousal Highest Daily Lifetime 7 Plus can only be elected based on two
 Designated Lives. Designated Lives must be natural persons who are each
 other's spouses at the time of election of the program and at the death of the
 first of the Designated Lives to die. Currently, Spousal Highest Daily
 Lifetime 7 Plus only may be elected where the Owner, Annuitant, and
 Beneficiary designations are as follows:
..   One Annuity Owner, where the Annuitant and the Owner are the same person
    and the beneficiary is the Owner's spouse. The youngest Owner/Annuitant and
    the beneficiary must be at least 50 years old and the oldest must be at
    least 55 years old at the time of election; or
..   Co-Annuity Owners, where the Owners are each other's spouses. The
    beneficiary designation must be the surviving spouse, or the spouses named
    equally. One of the owners must be the Annuitant. The youngest Owner must
    be at least 50 years old and the oldest owner must be at least 55 years old
    at the time of election; or
..   One Annuity Owner, where the Owner is a custodial account established to
    hold retirement assets for the benefit of the Annuitant pursuant to the
    provisions of Section 408(a) of the Internal Revenue Code (or any successor
    Code section thereto) ("Custodial Account"), the beneficiary is the
    Custodial Account, and the spouse of the Annuitant is the Contingent
    Annuitant. The youngest of the Annuitant and the Contingent Annuitant must
    be at least 50 years old and the oldest must be at least 55 years old at
    the time of election.

 We do not permit a change of Owner under this benefit, except as follows:

 (a)if one Owner dies and the surviving spousal Owner assumes the Annuity, or
 (b)if the Annuity initially is co-owned, but thereafter the Owner who is not
    the Annuitant is removed as Owner. We permit changes of beneficiary under
    this benefit. If the Designated Lives divorce, the Spousal Highest Daily
    Lifetime 7 Plus benefit may not be divided as part of the divorce
    settlement or judgment. Nor may the divorcing spouse who retains ownership
    of the Annuity appoint a new Designated Life upon re-marriage.

 Spousal Highest Daily Lifetime 7 Plus can be elected at the time that you
 purchase your Annuity or after the Issue Date, subject to our eligibility
 rules and restrictions. See "Termination of Existing Benefits and Election of
 New Benefits" below for information pertaining to elections, terminations and
 re-election of benefits. Please note that if you terminate a living benefit
 and elect a new living benefit, you lose the guarantees that you had
 accumulated under your existing benefit and will begin the new guarantees
 under the new benefit you elected based on your Account Value as of the date
 the new benefit becomes active. We reserve the right to waive, change and/or
 further limit the election frequency in the future.

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

                                      29



 Upon termination of Spousal Highest Daily Lifetime 7 Plus 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 instruction)
 pro rata (i.e. in the same proportion as the current balances in your variable
 investment options).

 How Spousal Highest Daily Lifetime 7 Plus Transfers Account Value Between Your
 Permitted Sub-accounts and the AST Investment Grade Bond Sub-account
 See "How Highest Daily Lifetime 7 Plus Transfers Account Value Between Your
 Permitted Sub-accounts and the AST Investment Grade Bond Sub-account" on page
 14 of this supplement for information regarding this component of the benefit.

 Additional Tax Considerations
 If you purchase an annuity as an investment vehicle for "qualified"
 investments, including an IRA, SEP-IRA, Tax Sheltered Annuity (or 403(b)) or
 employer plan under Code Section 401(a), the required minimum distribution
 rules under the Code provide that you begin receiving periodic amounts 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 (except the Non-Lifetime
 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 7 Plus through a non-qualified annuity, as with all withdrawals, once
 all Purchase Payments are returned under the Annuity, all subsequent
 withdrawal amounts will be taxed as ordinary income.

 Spousal Highest Daily Lifetime 7 Plus with Beneficiary Income Option/SM/
 We offer an optional death benefit feature under Spousal Highest Daily
 Lifetime 7 Plus, the amount of which is linked to your Annual Income Amount.
 We refer to this optional death benefit as the Beneficiary Income Option or
 BIO. This version is only being made available in those jurisdictions where we
 have received regulatory approval and will be offered subsequently in other
 jurisdictions when we receive regulatory approval in those jurisdictions. You
 may choose Spousal Highest Daily Lifetime 7 Plus with or without also
 selecting the Beneficiary Income Option death benefit. However, you may not
 elect the Beneficiary Income Option without Spousal Highest Daily Lifetime 7
 Plus and you must elect the Beneficiary Income Option death benefit at the
 time you elect Spousal Highest Daily Lifetime 7 Plus. If you elect Spousal
 Highest Daily Lifetime 7 Plus without the Beneficiary Income Option and would
 like to add the feature later, you must terminate the Spousal Highest Daily
 Lifetime 7 Plus benefit and elect the Spousal Highest Daily Lifetime 7 Plus
 with Beneficiary Income Option (subject to availability and benefit
 re-election provisions). Please note that if you terminate Spousal Highest
 Daily Lifetime 7 Plus and elect the Spousal Highest Daily Lifetime 7 Plus with
 BIO you lose the guarantees that you had accumulated under your existing
 benefit and will begin the new guarantees under the new benefit you elect
 based on your Account Value as of the date the new benefit becomes active. As
 long as your Spousal Highest Daily Lifetime 7 Plus with Beneficiary Income
 Option is in effect, you must allocate your Account Value in accordance with
 the then permitted and available investment option(s) with this program

 If you elect the Beneficiary Income Option death benefit, you may not elect
 any other optional benefit. You may elect the Beneficiary Income Option death
 benefit so long as each Designated Life is no older than age 75 at the time of
 election and the Spousal Highest Daily Lifetime 7 Plus age requirements are
 met. This death benefit is not transferable in the event of a divorce, nor may
 the benefit be split in accordance with any divorce proceedings or similar
 instrument of separation. If you choose the Spousal Highest Daily Lifetime 7
 Plus with BIO, the maximum charge is 2.00% of the greater of Account Value and
 the Protected Withdrawal Value ("PWV") annually. The current charge is 1.10%
 annually of the greater of Account Value and the PWV. We deduct this charge at
 the end of each benefit 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 0.275% of the greater of the prior day's
 Account Value or the prior day's 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. Because the fee for this benefit is
 based on the greater of the Account Value or the Protected Withdrawal Value,
 the fee for Spousal Highest Daily Lifetime 7 Plus with the Beneficiary Income
 Option may be greater than it would have 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 below.

                                      30



 For purposes of this optional death benefit, we calculate the Annual Income
 Amount and Protected Withdrawal Value in the same manner that we do under
 Spousal Highest Daily Lifetime 7 Plus itself. However, we will stop
 determining the Periodic Value (as described above) on the earlier of your
 first Lifetime Withdrawal after the effective date of the benefit or the Tenth
 Anniversary Date. This means that under the Spousal Highest Daily Lifetime 7
 Plus with BIO benefit you will not be eligible for the guaranteed minimum
 Periodic Values described above on the 20/th/ and 25/th/ Anniversary of the
 Benefit Effective Date. Upon the first death of a Designated Life, no amount
 is payable under the Beneficiary Income Option death benefit. Upon the second
 death of a Designated Life, we identify the following amounts: (a) the amount
 of the basic death benefit under the Annuity, (b) the Protected Withdrawal
 Value (less any credits associated with Purchase Payments applied within 12
 months prior to the date of death), and (c) the Annual Income Amount. If there
 were no Lifetime Withdrawals prior to the date of death of the second
 Designated Life, then we calculate the Protected Withdrawal Value for purposes
 of this death benefit as of the date of death of the second Designated Life,
 and we calculate the Annual Income Amount as if there were a Lifetime
 Withdrawal on the date of death of the second Designated Life. If there were
 Lifetime Withdrawals prior to the date of death of the second Designated Life,
 then we set the Protected Withdrawal Value and Annual Income Amount for
 purposes of this death benefit as of the date that we receive due proof of
 death.

 If there is one beneficiary, he/she must choose to receive either the basic
 death benefit (in a lump sum or other permitted form of distribution) or the
 Beneficiary Income Option death benefit (in the form of annual payments of the
 Annual Income Amount - such payments may be annual or at other intervals that
 we permit). If there are multiple beneficiaries, each beneficiary is presented
 with the same choice. Thus, each beneficiary can choose to take his/her
 portion of either (a) the basic Death Benefit, or (b) the Beneficiary Income
 Option death benefit. In order to receive the Beneficiary Income Option Death
 Benefit, each beneficiary's share of the death benefit proceeds must be
 allocated as a percentage of the total death benefit to be paid. We allow a
 beneficiary who has opted to receive the Annual Income Amount to designate
 another beneficiary, who would receive any remaining payments upon the former
 beneficiary's death. Note also that the final payment, exhausting the
 Protected Withdrawal Value, may be less than the Annual Income Amount.

 Here is an example to illustrate how the death benefit may be paid:

..   Assume that (i) the basic death benefit is $50,000, the Protected
    Withdrawal Value is $100,000, and the Annual Income Amount is $5,000;
    (ii) there are two beneficiaries (the first designated to receive 75% of
    the death benefit and the second designated to receive 25% of the death
    benefit); (iii) the first beneficiary chooses to receive his/her portion of
    the death benefit in the form of the Annual Income Amount, and the second
    beneficiary chooses to receive his/her portion of the death benefit with
    reference to the basic death benefit.
..   Under those assumptions, the first beneficiary will be paid a pro-rated
    portion of the Annual Income Amount for 20 years (the 20 year pay out
    period is derived from the $5,000 Annual Income Amount, paid each year
    until it exhausts the entire $100,000 Protected Withdrawal Value). The
    pro-rated portion of the Annual Income Amount equal to $3,750 (i.e., the
    first beneficiary's 75% share multiplied by $5,000) is then paid each year
    for the 20 year period. Payment of $3,750 for 20 years results in total
    payments of $75,000 (i.e., the first beneficiary's 75% share of the
    $100,000 Protected Withdrawal Value). The second beneficiary would receive
    25% of the basic death benefit amount (or $12,500).

 If you elect to terminate Spousal Highest Daily Lifetime 7 Plus with
 Beneficiary Income Option, both Spousal Highest Daily Lifetime 7 Plus and that
 death benefit option will be terminated. You may not terminate the death
 benefit option without terminating the entire benefit. If you terminate
 Spousal Highest Daily Lifetime 7 Plus with Beneficiary Income Option, your
 ability to elect other optional living benefits will be affected as indicated
 in the "Election of and Designation under the Benefit" section above.

 The following is added to page 56, or page 49 for Choice 2000 in your
 prospectus under "Living Benefit Programs":

 Termination of Existing Benefits and Election of New Benefits
 If you currently own an Annuity with an optional living benefit that is
 terminable, you may terminate the benefit rider and elect one of the benefits
 described in this supplement, subject to availability of the benefit at that
 time and our then current rules. There is currently no waiting period to elect
 any living benefit once a living benefit is terminated provided that the
 benefit being elected is available for election post-issue. We reserve the
 right to waive, change and/or further limit availability and election
 frequencies in the future. Check with your financial professional regarding
 the availability of re-electing or electing a benefit and any waiting period.
 The benefit you re-elect or elect may be more expensive than the benefit you
 are terminating. Note that once you terminate an existing benefit, you lose
 the guarantees that you had accumulated under your existing benefit and will
 begin the new guarantees under the new benefit you elect based on your Account
 Value as of the date the new benefit becomes active. You should carefully
 consider whether terminating your existing benefit and electing a new benefit
 is appropriate for you.

                                      31



                              INVESTMENT OPTIONS

 We add the following information to your prospectus under "Investment Options."

..   We add the following immediately before the chart setting forth the
    Investment Objectives and policies of each Portfolio on page 18 or page 15
    for Choice 2000 of your prospectus:

 Certain optional living benefits (e.g., Highest Daily Lifetime 7 Plus) employ
 a pre-determined mathematical formula, under which money is transferred
 between your chosen variable sub-accounts and a bond portfolio (e.g., the AST
 Investment Grade Bond Portfolio). You should be aware that the operation of
 the mathematical formula could impact the expenses and performance of the
 variable sub-accounts used with the optional living benefits (the "Permitted
 Funds"). Specifically, because transfers to and from the Permitted Funds can
 be frequent and the amount transferred can vary, the Permitted Funds could
 experience the following effects, among others: (a) they may be compelled to
 hold a larger portion of assets in highly liquid securities than they
 otherwise would, which could diminish performance if the highly liquid
 securities underperform other securities (e.g., equities) that otherwise would
 have been held (b) they may experience higher portfolio turnover, which
 generally will increase the Permitted Funds' expenses and (c) if they are
 compelled by the mathematical formula to sell securities that are
 thinly-traded, such sales could have a significant impact on the price of such
 securities. Please consult the prospectus for the Permitted Fund for complete
 information about these effects.

..   We add the following information to your prospectus on page 17 or page 14
    for Choice 2000 regarding currently available and permitted investment
    options when you choose Highest Daily Lifetime 7 Plus or Spousal Highest
    Daily Lifetime 7 Plus.

 As a condition to your participating in Highest Daily Lifetime 7 Plus and
 Spousal Highest Daily Lifetime 7 Plus (these references include Highest Daily
 Lifetime 7 Plus with BIO, Highest Daily Lifetime 7 Plus with LIA and Spousal
 Highest Daily Lifetime 7 Plus with BIO), we limit the investment options to
 which you may allocate your Account Value. Broadly speaking, we offer two
 groups of Permitted Sub-accounts. Under the first group (Group I), your
 allowable investment options are more limited, but you are not subject to
 mandatory quarterly re-balancing. Under the second group (Group II), you may
 allocate your Account Value between a broader range of investment options, but
 must participate in quarterly re-balancing. The set of tables immediately
 below describes the first category of permitted investment options.

 While those who do not participate in any optional benefit generally may
 invest in any of the investment options described in the prospectus, only
 those who participate in Highest Daily Lifetime 7 Plus and Spousal Highest
 Daily Lifetime 7 Plus may participate in the second category (along with its
 attendant re-balancing requirement). This second category is called our
 "Optional Allocation and Rebalancing Program." If you participate in the
 Optional Allocation and Rebalancing Program, you may not participate in a
 Dollar Cost Averaging Program or Automatic Rebalancing Program. We may modify
 or terminate the Optional Allocation and Rebalancing Program at any time. Any
 such modification or termination will (i) be implemented only after we have
 notified you in advance, (ii) not affect the guarantees you had accrued under
 Highest Daily Lifetime 7 Plus and Spousal Highest Daily Lifetime 7 Plus or
 your ability to continue to participate in those optional benefits, and
 (iii) not require you to transfer Account Value out of any Portfolio in which
 you participated immediately prior to the modification or termination.

 Group I: Allowable Benefit Allocations
 AST Advanced Strategies Asset Allocation Portfolio
 AST American Century Strategic Balanced Portfolio
 AST Balanced Asset Allocation Portfolio
 AST Capital Growth Asset Allocation Portfolio
 AST Conservative Asset Allocation Portfolio
 AST CLS Growth Asset Allocation Portfolio
 AST CLS Moderate Asset Allocation Portfolio
 AST First Trust Balanced Target Portfolio
 AST First Trust Capital Appreciation Target Portfolio
 AST Horizon Growth Asset Allocation Portfolio
 AST Horizon Moderate Asset Allocation Portfolio
 AST Niemann Capital Growth Asset Allocation Portfolio
 AST Preservation Asset Allocation Portfolio
 AST Schroders Multi-Asset World Strategies Allocation Portfolio
 AST T. Rowe Price Asset Allocation Portfolio
 AST UBS Dynamic Alpha Strategy Portfolio
 Franklin Templeton VIP Founding Funds Allocation Fund

                                      32



 The following set of tables describes the second category, under which:

 (a)you must allocate at least 20% of your Account Value to certain fixed
    income portfolios (currently, the AST PIMCO Total Return Bond Portfolio and
    the AST Western Asset Core Plus Bond Portfolio).
 (b)you may allocate up to 80% in the equity and other portfolios listed in the
    table below.
 (c)on each benefit quarter (or the next Valuation Day, if the quarter-end is
    not a Valuation Day), we will automatically re-balance your Account Value,
    so that the percentages devoted to each Portfolio remain the same as those
    in effect on the immediately preceding quarter-end. Note that on the first
    quarter-end following your participation in the Optional Allocation and
    Rebalancing Program, we will re-balance your Account Value so that the
    percentages devoted to each Portfolio remain the same as those in effect
    when you began the Optional Allocation and Rebalancing Program.
 (d)between quarter-ends, you may re-allocate your Account Value among the
    investment options permitted within this category. If you reallocate, the
    next quarterly rebalancing will restore the percentages to those of your
    most recent reallocation.

 Group II: Optional Allocation and Rebalancing Program
 AST Academic Strategies Asset Allocation
 AST Advanced Strategies
 AST Aggressive Asset Allocation
 AST AllianceBernstein Core Value
 AST AllianceBernstein Growth & Income
 AST American Century Income & Growth
 AST Balanced Asset Allocation
 AST Capital Growth Asset Allocation
 AST CLS Growth Asset Allocation
 AST CLS Moderate Asset Allocation
 AST Cohen & Steers Realty
 AST DeAM Large-Cap Value
 AST Federated Aggressive Growth
 AST First Trust Balanced Target
 AST First Trust Capital Appreciation Target
 AST Focus Four Plus
 AST Global Real Estate
 AST Goldman Sachs Concentrated Growth
 AST Goldman Sachs Mid-Cap Growth
 AST Goldman Sachs Small-Cap Value
 AST High Yield
 AST Horizon Growth Asset Allocation
 AST Horizon Moderate Asset Allocation
 AST International Growth
 AST International Value
 AST 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/LSV Mid-Cap Value
 AST Neuberger Berman Small-Cap Growth
 AST Niemann Capital Growth Asset Allocation
 AST Parametric Emerging Markets Equity
 AST PIMCO Limited Maturity Bond
 AST PIMCO Total Return Bond
 AST Preservation Asset Allocation
 AST QMA US Equity Alpha
 AST Schroders Multi-Asset World Strategies Allocation
 AST Small-Cap Growth
 AST Small-Cap Value
 AST T. Rowe Price Asset Allocation
 AST T. Rowe Price Global Bond
 AST T. Rowe Price Large-Cap Growth

                                      33



 AST T. Rowe Price Natural Resources
 AST UBS Dynamic Alpha Strategy
 AST Western Asset Core Plus Bond
 Franklin Templeton VIP Founding Funds Allocation Fund

 The following additional Portfolios are available with ASAP III, APEX II AND
 ASL II only*:
 ProFund VP Consumer Goods
 ProFund VP Consumer Services
 ProFund VP Financials
 ProFund VP Health Care
 ProFund VP Industrials
 ProFund VP Large-Cap Growth
 ProFund VP Large-Cap Value
 ProFund VP Mid-Cap Growth
 ProFund VP Mid-Cap Value
 ProFund VP Real Estate
 ProFund VP Small-Cap Growth
 ProFund VP Small-Cap Value
 ProFund VP Telecommunications
 ProFund VP Utilities

 *  For ASAP III, XT6, and ASL II Annuities issued on or after May 26, 2008, we
    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 or Choice 2000 Annuity, or who
       acquire an APEX II or Choice 2000 Annuity after May 26, 2008, may invest
       in any ProFund VP Portfolio (except that beneficiaries who acquire an
       APEX II or Choice 2000 Annuity on or after May 26, 2008 under the
       Beneficiary Continuation Option may not invest in any ProFund VP
       Portfolio).

                                      34



 NEW OPTIONAL FEATURE FOR HIGHEST DAILY LIFETIME FIVE INCOME BENEFIT, HIGHEST
 DAILY LIFETIME SEVEN INCOME BENEFIT AND SPOUSAL HIGHEST DAILY LIFETIME SEVEN
                                INCOME BENEFIT

 1. In the section entitled "Living Benefit Programs - Highest Daily Lifetime
 Five/SM/ Income Benefit", we add and amend certain information contained in
 that section of the prospectus (page 86 or page 79 for Choice 2000) as follows:

 OPTIONAL FEATURE FOR HIGHEST DAILY LIFETIME FIVE INCOME BENEFIT
 If you currently own an Annuity and have elected, as of the date of this
 Supplement, the Highest Daily Lifetime Five Income Benefit, you can elect this
 feature which utilizes a new asset transfer formula. The new formula is
 described below and will replace the "Transfer Calculation" portion of the
 asset transfer formula currently used in connection with your benefit on a
 prospective basis. This election may only be made once and may not be revoked
 once elected. The new asset transfer formula is added to Appendix G with
 respect to ASAP III, APEX II, ASL II, and XT6 in your prospectus (on page G-1)
 and Appendix H with respect to CHOICE 2000 in your prospectus (on page H-1)
 and is provided below.

 Under the new formula, the formula will not execute a transfer to the Benefit
 Fixed Rate Account that results in more than 90% of your Account Value being
 allocated to the Benefit Fixed Rate Account ("90% cap" or "90% cap rule").
 Thus, on any Valuation Day, if the formula would require a transfer into the
 Benefit Fixed Rate Account that would result in more than 90% of the Account
 Value being allocated to the Benefit Fixed Rate Account, only the amount that
 results in exactly 90% of the Account Value being allocated to the Benefit
 Fixed Rate Account will be transferred. Additionally, future transfers into
 the Benefit Fixed Rate Account will not be made (regardless of the performance
 of the Benefit Fixed Rate Account and the Permitted Sub-accounts) at least
 until there is first a transfer out of the Benefit Fixed Rate Account. Once
 this transfer occurs out of the Benefit Fixed Rate Account, future amounts may
 be transferred to or from the Benefit Fixed Rate Account if dictated by the
 formula (subject to the 90% cap). At no time will the formula make a transfer
 to the Benefit Fixed Rate Account that results in greater than 90% of your
 Account Value being allocated to the Benefit Fixed Rate Account. However, it
 is possible that, due to the investment performance of your allocations in the
 Benefit Fixed Rate Account and your allocations in the Permitted Sub-accounts
 you have selected, your Account Value could be more than 90% invested in the
 Benefit Fixed Rate Account.

 If you make additional purchase payments to your Annuity while the 90% cap is
 in effect, the formula will not transfer any of such additional purchase
 payments to the Benefit Fixed Rate Account at least until there is first a
 transfer out of the Benefit Fixed Rate Account, regardless of how much of your
 Account Value is in the Permitted Sub-accounts. This means that there could be
 scenarios under which, because of the additional purchase payments you make,
 less than 90% of your entire Account Value is allocated to the Benefit Fixed
 Rate Account, and the formula will still not transfer any of your Account
 Value to the Benefit Fixed Rate Account (at least until there is first a
 transfer out of the Benefit Fixed Rate Account). For example:
   .   March 19, 2009 - a transfer is made to the Benefit Fixed Rate Account
       that results in the 90% cap being met and now $90,000 is allocated to
       the Benefit Fixed Rate Account and $10,000 is allocated to the Permitted
       Sub-accounts.
   .   March 20, 2009 - you make an additional purchase payment of $10,000. No
       transfers have been made from the Benefit Fixed Rate Account to the
       Permitted Sub-accounts since the cap went into effect on March 19, 2009.
   .   As of March 20, 2009 (and at least until first a transfer is made out of
       the Benefit Fixed Rate Account under the formula) - the $10,000 payment
       is allocated to the Permitted Sub-accounts and now you have 82% in the
       Benefit Fixed Rate Account and 18% in the Permitted Sub-accounts (such
       that $20,000 is allocated to the Permitted Sub-accounts and $90,000 is
       allocated to the Benefit Fixed Rate Account).
   .   Once there is a transfer out of the Benefit Fixed Rate Account (of any
       amount), the formula will operate as described above, meaning that the
       formula could transfer amounts to or from the Benefit Fixed Rate Account
       if dictated by the formula (subject to the 90% cap).

 Under the operation of the formula, the 90% cap may come into existence and
 may be removed multiple times while you participate in the benefit. We will
 continue to monitor your Account Value daily and, if dictated by the formula,
 systematically transfer amounts between the Permitted Sub-accounts you have
 chosen and the Benefit Fixed Rate Account as dictated by the mathematical
 formula. Once you elect this feature, the new transfer formula described above
 and set forth below will be the asset transfer formula for your Annuity.

 In the event that more than ninety percent (90%) of your Account Value is
 allocated to the Benefit Fixed Rate Account and you have elected this feature,
 up to ten percent (10%) of your Account Value currently allocated to the
 Benefit Fixed Rate Account will be transferred to your Permitted Sub-accounts,
 such that after the transfer, 90% of your Account Value on the date of the
 transfer is in the Benefit Fixed Rate Account. The transfer to the Permitted
 Sub-accounts will be 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- our rule). It is possible that additional transfers might
 occur after this initial transfer if dictated by the formula. The amounts of
 such additional transfer(s) will vary.

                                      35



 Once the 90% cap rule is met, future transfers into the Benefit Fixed Rate
 Account will not be made (regardless of the performance of the Benefit Fixed
 Rate Account and the Permitted Sub-accounts) at least until there is first a
 transfer out of the Benefit Fixed Rate Account. Once this transfer occurs out
 of the Benefit Fixed Rate Account, future amounts may be transferred to or
 from the Benefit Fixed Rate Account if dictated by the formula (subject to the
 90% cap).

 Important Considerations When Electing this Feature:
   .   At any given time, some, most or none of your Account Value may be
       allocated to the Benefit Fixed Rate Account.
   .   Please be aware that because of the way the new 90% cap asset transfer
       formula operates, it is possible that more than or less than 90% of your
       Account Value may be allocated to the Benefit Fixed Rate Account.
   .   Because the charge for Highest Daily Lifetime Five is assessed against
       the average daily net assets of the Sub-accounts, that charge will be
       assessed against all assets transferred into the Permitted Sub-accounts.
   .   If this feature is elected, any Account Value transferred to the
       Permitted Sub-accounts is subject to the investment performance of those
       Sub-accounts. Your Account Value can go up or down depending of the
       performance of the Permitted Sub-accounts you select.

 ASSET TRANSFER FORMULA FOR CONTRACTS WITH 90% CAP FEATURE
 The "Terms and Definitions referenced in this Calculation Formula" and the
 "Target Value Calculation" provided below remain unchanged and are included
 herein for ease of reference.

 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 on page G-3
       or page H-3 for Choice 2000 in your prospectus) 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


                                      36



 If you elect this feature, the following replaces the "Transfer Calculation"
 section in Appendix G (on page G-1 of your prospectus) with respect to ASAP
 III, APEX II, ASL II and XT6 and Appendix H (on page H-1 of your prospectus)
 with respect to Choice 2000.

 Transfer Calculation:
 The following formula, which is set on the effective date of this feature and
 is not changed for the life of the guarantee, determines when a transfer is
 required: On the effective date of this feature (and only on the effective
 date of this feature), the following asset transfer calculation is performed
 to determine the amount of Account Value allocated to the Benefit Fixed Rate
 Account:


                                          
            If (F / (V + F)    (greater than)    .90) then
            T                  =                 F - (V + F) * .90



 If T is greater than $0 as described above, then no additional transfer
 calculations are performed on the effective date.

 On each Valuation Day thereafter (including the effective date of this feature
 provided F / (V + F) (less than) = .90), the following asset transfer
 calculation is performed


                                      
                      Target Ratio r    =    (L - F) / V.


       .   If r (greater than) C\\u\\, assets in the Permitted Sub-accounts are
           transferred to the Benefit Fixed Rate Account (subject to the 90%
           cap rule described above).

       .   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 of this feature and
 is not changed for the life of the guarantee, determines the transfer amount:


                                                   
 T    =    Min(MAX (0, (0.90 * (V + F)) - F),                Money is transferred from the elected Permitted
           [L - F - V * C\\t\\] / (1 - C\\t\\))              Sub-accounts to Benefit Fixed Rate Account

 T    =    Min(F, - [L - F - V * C\\t\\] / (1 - C\\t\\)),    Money is transferred from the Benefit Fixed Rate
                                                             Account to the Permitted Sub-accounts.


 2. In the section entitled "Living Benefit Programs - Highest Daily Lifetime
 Seven /(SM)/ Income Benefit and Spousal Highest Daily Lifetime Seven /(SM)/
 Income Benefit", we add and amend certain information contained in that
 section of the prospectus (pages 92 and 98, or page 85 and 91 for Choice 2000)
 as follows:

 OPTIONAL FEATURE FOR HIGHEST DAILY LIFETIME SEVEN INCOME BENEFIT AND SPOUSAL
 HIGHEST DAILY LIFETIME SEVEN INCOME BENEFIT
 If you currently own an Annuity and have elected, as of the date of this
 Supplement, the Highest Daily Lifetime Seven Income Benefit (including Highest
 Daily Lifetime Seven with Beneficiary Income Option and Highest Daily Lifetime
 Seven with Lifetime Income Accelerator) or Spousal Highest Daily Lifetime
 Seven Income Benefit (including Spousal Highest Daily Lifetime Seven with
 Beneficiary Income Option), you can elect this feature which utilizes a new
 asset transfer formula. The new formula is described below and will replace
 the "Transfer Calculation" portion of the asset transfer formula currently
 used in connection with your benefit on a prospective basis. This election may
 only be made once and may not be revoked once elected. The new asset transfer
 formula is added to Appendix J with respect to ASAP III, APEX II, ASL II and
 XT6 in your prospectus (on page J-1) and Appendix K with respect to CHOICE
 2000 in your prospectus (on page K-1) and is provided below.

 Under the new formula, the formula will not execute a transfer to the AST
 Investment Grade Bond Sub-account that results in more than 90% of your
 Account Value being allocated to the AST Investment Grade Bond Sub-account
 ("90% cap" or "90% cap rule"). Thus, on any Valuation Day, if the formula
 would require a transfer to the AST Investment Grade Bond Sub-account that
 would result in more than 90% of the Account Value being allocated to the AST
 Investment Grade Bond Sub-account, only the amount that results in exactly 90%
 of the Account Value being allocated to the AST Investment Grade Bond
 Sub-account will be transferred. Additionally, future transfers into the AST
 Investment Grade Bond Sub-account will not be made (regardless of the
 performance of the AST Investment Grade Bond Sub-account and the Permitted
 Sub-accounts) at least until there is first a transfer out of the AST
 Investment Grade Bond Sub-account. Once this transfer occurs out of the AST
 Investment Grade Bond Sub-account, future amounts may be transferred to or
 from the AST Investment Grade Bond Sub-account if dictated by the formula
 (subject to the 90% cap). At no time will the formula make a transfer to the
 AST Investment Grade Bond Sub-account that results

                                      37



 in greater than 90% of your Account Value being allocated to the AST
 Investment Grade Bond Sub-account. However, it is possible that, due to the
 investment performance of your allocations in the AST Investment Grade Bond
 Sub-account and your allocations in the Permitted Sub-accounts you have
 selected, your Account Value could be more than 90% invested in the AST
 Investment Grade Bond Sub-account.

 If you make additional purchase payments to your Annuity while the 90% cap is
 in effect, the formula will not transfer any of such additional purchase
 payments to the AST Investment Grade Bond Sub-account at least until there is
 first a transfer out of the AST Investment Grade Bond Sub-account, regardless
 of how much of your Account Value is in the Permitted Sub-accounts. This means
 that there could be scenarios under which, because of the additional purchase
 payments you make, less than 90% of your entire Account Value is allocated to
 the AST Investment Grade Bond Sub-account, and the formula will still not
 transfer any of your Account Value to the AST Investment Grade Bond
 Sub-account (at least until there is first a transfer out of the AST
 Investment Grade Bond Sub-account). For example,
   .   March 19, 2009 - a transfer is made that results in the 90% cap being
       met and now $90,000 is allocated to the AST Investment Grade Bond
       Sub-account and $10,000 is allocated to the Permitted Sub-accounts.
   .   March 20, 2009 - you make an additional purchase payment of $10,000. No
       transfers have been made from the AST Investment Grade Bond Sub-account
       to the Permitted Sub-accounts since the cap went into effect on
       March 19, 2009.
   .   As of March 20, 2009 (and at least until first a transfer is made out of
       the AST Investment Grade Bond Sub-account under the formula) - the
       $10,000 payment is allocated to the Permitted Sub-accounts and now you
       have 82% in the AST Investment Grade Bond Sub-account and 18% in the
       Permitted Sub-accounts (such that $20,000 is allocated to the Permitted
       Sub-accounts and $90,000 is allocated to the AST Investment Grade Bond
       Sub-account).
   .   Once there is a transfer out of the AST Investment Grade Bond
       Sub-account (of any amount), the formula will operate as described
       above, meaning that the formula could transfer amounts to or from the
       AST Investment Grade Bond Sub-account if dictated by the formula
       (subject to the 90% cap).

 Under the operation of the formula, the 90% cap may come into existence and
 may be removed multiple times while you participate in the benefit. We will
 continue to monitor your Account Value daily and, if dictated by the formula,
 systematically transfer amounts between the Permitted Sub-accounts you have
 chosen and the AST Investment Grade Bond Sub-account as dictated by the
 mathematical formula. Once you elect this feature, the new transfer formula
 described above and set forth below will be the asset transfer formula for
 your Annuity.

 In the event that more than ninety percent (90%) of your Account Value is
 allocated to the AST Investment Grade Bond Sub-account and you have elected
 this feature, up to ten percent (10%) of your Account Value currently
 allocated to the AST Investment Grade Bond Sub-account will be transferred to
 your Permitted Sub-accounts, such that after the transfer, 90% of your Account
 Value on the date of the transfer is in the AST Investment Grade Bond
 Sub-account. The transfer to the Permitted Sub-accounts will be 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). It is possible that additional transfers
 might occur after this initial transfer if dictated by the formula. The amount
 of such additional transfer(s) will vary. If on the date this feature is
 elected 100% of your Account Value is allocated to the AST Investment Grade
 Bond Sub-account, a transfer of an amount equal to 10% of your Account Value
 will be made to your Permitted Sub-accounts. It is possible that an additional
 transfer to the Permitted Sub-accounts could occur the following Valuation
 Day, and in some instances (based upon the formula) this additional transfer
 could be large.

 Once the 90% cap rule is met, future transfers into the AST Investment Grade
 Bond Sub-account will not be made (regardless of the performance of the AST
 Investment Grade Bond Sub-account and the Permitted Sub-accounts) at least
 until there is first a transfer out of the AST Investment Grade Bond
 Sub-account. Once this transfer occurs out of the AST Investment Grade Bond
 Sub-account, future amounts may be transferred to or from the AST Investment
 Grade Bond Sub-account if dictated by the formula (subject to the 90% cap).

 Important Considerations When Electing this Feature:
   .   At any given time, some, most or none of your Account Value may be
       allocated to the AST Investment Grade Bond Sub-account.
   .   Please be aware that because of the way the 90% cap asset transfer
       formula operates, it is possible that more than or less than 90% of your
       Account Value may be allocated to the AST Investment Grade Bond
       Sub-account.
   .   If this feature is elected, any Account Value transferred to the
       Permitted Sub-accounts is subject to the investment performance of those
       Sub-accounts. Your Account Value can go up or down depending of the
       performance of the Permitted Sub-accounts you select.

 ASSET TRANSFER FORMULA FOR CONTRACTS WITH 90% CAP FEATURE
 Transfer Calculation if you elected Highest Daily Lifetime Seven or Spousal
 Highest Daily Lifetime Seven on or after July 21, 2008:

 The "Terms and Definitions referenced in the Calculation Formula" and the
 "Target Value Calculation" provided below remain unchanged and are included
 herein for ease of reference.

                                      38



 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 (see page G-3 or page H-3 for Choice 2000 of your
       prospectus for the "a" factors)

   .   V\\V\\ - the total value of all Permitted Sub-accounts in the Annuity.

   .   V\\F\\ - the total value of all elected Fixed Rate Options 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 Account Value (V\\V\\ + V\\F\\) is equal to zero, no
 calculation is necessary.


                               
                            L    =    0.05 * P * a


 If you elect this feature, the following replaces the sub-section entitled "D.
 Revised Asset Transfer Formula for Highest Daily Lifetime Seven and Spousal
 Highest Daily Lifetime Seven" in your Prospectus Supplement dated July 21,
 2008 on page 6, which replaced the "Transfer Calculation" section in Appendix
 J with respect to ASAP III, APEX II, ASL II, and XT6 (page J-1 of your
 prospectus), and Appendix K with respect to CHOICE 2000 (page K-1 of your
 prospectus).

 The following formula, which is set on the effective date of this feature and
 is not changed for the life of the guarantee, determines when a transfer is
 required:

 On the effective date of this feature (and only on the effective date of this
 feature), the following asset transfer calculation is performed to determine
 the amount of Account Value allocated to the AST Investment Grade Bond
 sub-account:


                                             
 If (B / (V\\v\\ + V\\f\\ + B)    (greater than)    .90) then
 T                                =                 B - [(V\\v\\ + V\\f\\ + B) * .90]


 If T is greater than $0 as described above, then no additional transfer
 calculations are performed on the effective date and future transfers to the
 AST Investment Grade Bond Sub-account will not occur at least until there is
 first a transfer out of the AST Investment Grade Bond Sub-account.

 On each Valuation Day thereafter (including the effective date of this feature
 provided B/( V\\v\\ + V\\f\\ +B) (less than) = .90), the following asset
 transfer calculation is performed


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


                                      39



       .   If r (greater than) C\\u\\, assets in the Permitted Sub-accounts are
           transferred to the AST Investment Grade Bond Portfolio Sub-account
           (subject to the 90% cap rule described above).

       .   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(MAX(0, (0.90 * (V\\V\\ + V\\F\\ + B)) - B),                   Money is transferred from the elected Sub-accounts
           [L - B - (V\\V\\ + V\\F\\) * C\\t\\] / (1 - C\\t\\))              to the AST Investment Grade Bond Sub-account

 T    =    Min(B, - [L - B - ( V\\v\\ + V\\f\\) * C\\t\\] / (1 - C\\t\\))    Money is transferred from the AST Investment
                                                                             Grade Sub-account to the elected Sub-accounts


 Transfer Calculation if you elected Highest Daily Lifetime Seven or Spousal
 Highest Daily Lifetime Seven prior to July 21, 2008:

 The "Terms and Definitions referenced in the Calculation Formula" and the
 "Target Value Calculation" provided above remain unchanged and are included
 herein for ease of reference.

 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 (see page J-2 or page K-2 for Choice 2000 of your
       prospectus for the "a" factors)

   .   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


 If you elect this feature, the following replaces the "Transfer Calculation"
 section in Appendix J with respect to ASAP III, APEX II, ASL II and XT6 (page
 J-1 of your prospectus) and Appendix K with respect to Choice 2000 (page K-1
 of your prospectus).

                                      40



 The following formula, which is set on the effective date of this feature and
 is not changed for the life of the guarantee, determines when a transfer is
 required:

 On the effective date of this feature (and only on the effective date of this
 feature), the following asset transfer calculation is performed to determine
 the amount of Account Value allocated to the AST Investment Grade Bond
 Sub-account:


                                         
           If (B / (V + B)    (greater than)    .90) then
           T                  =                 B - [(V + B) * .90]


 If T is greater than $0 as described above, then no additional transfer
 calculations are performed on the effective date.

 On each Valuation Day thereafter (including the effective date of this feature
 provided B/(V+B) (less than)=.90), the following asset transfer calculation is
 performed


                                      
                      Target Ratio r    =    (L - B) / V.


       .   If r (greater than) C\\u\\, assets in the Permitted Sub-accounts are
           transferred to AST Investment Grade Bond Sub-account.

       .   If r (less than) C\\l\\ and there are currently assets in the AST
           Investment Grade Bond Sub-account (F (greater than) 0), assets in
           the AST Investment Grade Bond Sub-account are transferred to the
           Permitted Sub-accounts.

 The following formula, which is set on the Effective Date of this feature and
 is not changed for the life of the guarantee, determines the transfer amount:


                                                     
 T    =    Min(MAX(0, (0.90 * (V + B)) - B),                   Money is transferred from the elected Permitted
           [L - B - V * C\\t\\] / (1 - C\\t\\))                Sub-accounts to AST Investment Grade Bond
                                                               Sub-Account
 T    =    {Min(B, - [L - B - V * C\\t\\] / (1 - C\\t\\))},    Money is transferred from the AST Investment
                                                               Grade Bond Sub-account to the Permitted
                                                               Sub-accounts.


                                      41



                               OTHER INFORMATION

 1. Discontinuance of Certain Optional Living Benefits.
 As of the date of this supplement and subject to regulatory approval of
 Highest Daily Lifetime 7 Plus Income Benefit (including Highest Daily Lifetime
 7 Plus with BIO and Highest Daily Lifetime 7 Plus with LIA) or Spousal Highest
 Daily Lifetime 7 Plus Income Benefit (including Spousal Highest Daily Lifetime
 7 Plus with BIO) in your state, you may no longer elect the following income
 benefits: Highest Daily Lifetime Seven Income Benefit, Highest Daily Lifetime
 Seven Income Benefit with Beneficiary Income Option, Highest Daily Lifetime
 Seven Income Benefit with Lifetime Income Accelerator, Spousal Highest Daily
 Lifetime Seven Income Benefit, and Spousal Highest Daily Lifetime Seven Income
 Benefit with Beneficiary Income Option . Additionally, as of the date of this
 supplement, you may no longer elect the Guaranteed Minimum Income Benefit
 (GMIB), and Guaranteed Minimum Withdrawal Benefit (GMWB). Check with your
 financial professional regarding availability of these benefits in your state.

 2. We add the following paragraph to page 120 or page 111 for Choice 2000 of
 the prospectus section "Tax Considerations - Types of Tax-favored Plans"

 Caution: Recent IRS regulations may affect the taxation of 403(b) tax deferred
 annuity contract exchanges that occur after September 24, 2007.

 Certain transactions, often called "Revenue Ruling 90-24" exchanges or
 transfers, are a common non-taxable method to exchange one tax deferred
 annuity contract for another. The IRS has issued regulations that may impose
 restrictions on your ability make such an exchange. The regulations are
 generally effective in 2009 but there is great uncertainty about their
 application to contract exchanges that take place during the period following
 September 24, 2007 and before January 1, 2009 (the "gap period"). Because of
 this uncertainty, it is possible that an exchange that takes place during the
 gap period may cause you to incur taxation on the value of the contract. But
 it is also possible that such an exchange will not have adverse tax
 consequences. We have asked the IRS to provide more guidance on this critical
 issue. In the meantime, before you request an exchange during the gap period
 you should consult with your tax advisor. We began accepting such transfers on
 or about November 24, 2008 but only if we have entered into an
 information-sharing agreement, or its functional equivalent, with the
 applicable employer or its agent. In addition, in order to comply with the
 regulations, starting on or about January 1, 2009 we will only process certain
 transactions (e.g, transfers, withdrawals, hardship distributions and, if
 applicable, loans) with employer approval. This means that if you request one
 of these transactions we will not consider your request to be in good order,
 and will not therefore process the transaction, until we receive the
 employer's approval in written or electronic form.

 3. The following is added to page 39 or page 36 for Choice 2000 of your
 prospectus at the end of the section entitled "Purchasing Your Annuity":

 "Beneficiary" Annuity

 You may purchase an Annuity if you are a beneficiary of an annuity that was
 owned by a decedent, subject to the following requirements. You may transfer
 the proceeds of the decedent's annuity into one of the Annuities described in
 the prospectus and continue receiving the distributions that are required by
 the tax laws. This transfer option is only available for purchase of an IRA,
 Roth IRA, or a non-qualified annuity, for distributions based on lives age 70
 or under. This transfer option is not available for purchase of the XT6
 Annuity. This transfer option is also not available if the proceeds are being
 transferred from an annuity issued by us or one of our affiliates and the
 annuity offers a "Beneficiary Continuation Option".

 Upon purchase, the Annuity will be issued in the name of the decedent for your
 benefit. We will calculate your required distributions based on the applicable
 life expectancy in the year of the decedent's death, using Table 1 in IRS
 Publication 590. You must take distributions at least annually. For IRAs and
 Roth IRAs, distributions must begin by December 31 of the year following the
 year of the decedent's death. If you are the surviving spouse beneficiary,
 distributions may be deferred until the decedent would have attained age
 70 1/2, however if you choose to defer distributions, you are responsible for
 complying with the distribution requirements under the Code, and you must
 notify us when you would like distributions to begin. For additional
 information regarding the tax considerations applicable to beneficiaries of an
 IRA or Roth IRA, see "Required Distributions Upon Your Death for Qualified
 Annuity Contracts" in the Tax Considerations section of your prospectus. For
 non-qualified Annuities, distributions must begin within one year of the
 decedent's death. For additional information regarding the tax considerations
 applicable to beneficiaries of a non-qualified Annuity see "Required
 Distributions Upon Your Death for Nonqualified Annuity Contracts" in the Tax
 Consideration section of your prospectus.

 You may choose to take more than your required distribution. You may take
 withdrawals in excess of your required distributions, however your withdrawal
 may be subject to the Contingent Deferred Sales Charge. Any withdrawals reduce
 the required distribution for the year. All applicable charges will be
 assessed against your Annuity, such as the Insurance Charge and the Annual
 Maintenance Fee.

                                      42



 The Annuity may provide a basic Death Benefit upon death, and you may name a
 "successor" who may either receive the Death Benefit as a lump sum or continue
 receiving distributions after your death under the Beneficiary Continuation
 Option.

 Please note the following additional limitations:
..   No additional Purchase Payments are permitted. You may only make a one-time
    initial Purchase Payment transferred to us directly from another annuity or
    eligible account. You may not make your Purchase Payment as an indirect
    rollover.
..   You may not elect any optional living or death benefits. Annuity Rewards is
    not available.
..   You may not annuitize the Annuity; no annuity options are available.
..   You may participate only in the following programs: Auto-Rebalancing,
    Dollar Cost Averaging (but not Enhanced Dollar Cost Averaging), Systematic
    Withdrawals, and Third Party Investment Advisor.
..   You may not assign or change ownership of the Annuity, and you may not
    change or designate another life upon which distributions are based. A
    "beneficiary annuity" may not be co-owned.
..   If the Annuity is funded by means of transfer from another "beneficiary
    annuity" with another company, we require that the sending company or the
    beneficial owner provide certain information in order to ensure that
    applicable required distributions have been made prior to the transfer of
    the contract proceeds to us. We further require appropriate information to
    enable us to accurately determine future distributions from the Annuity.
    Please note we are unable to accept a transfer of another "beneficiary
    annuity" where taxes are calculated based on an exclusion amount or an
    exclusion ratio of earnings to original investment. We are also unable to
    accept a transfer of an annuity that has annuitized.
..   The beneficial owner of the Annuity can be an individual, grantor trust,
    or, for an IRA or Roth IRA, a qualified trust. In general, a qualified
    trust (1) must be valid under state law; (2) must be irrevocable or became
    irrevocable by its terms upon the death of the IRA or Roth IRA owner; and
    (3) the beneficiaries of the trust who are beneficiaries with respect to
    the trust's interest in this Annuity must be identifiable from the trust
    instrument and must be individuals. A qualified trust must provide us with
    a list of all beneficiaries to the trust (including contingent and
    remainder beneficiaries with a description of the conditions on their
    entitlement), all of whom must be individuals, as of September 30/th/ of
    the year following the year of death of the IRA or Roth IRA owner, or date
    of Annuity application if later. The trustee must also provide a copy of
    the trust document upon request. If the beneficial owner of the Annuity is
    a grantor trust, distributions must be based on the life expectancy of the
    grantor. If the beneficial owner of the Annuity is a qualified trust,
    distributions must be based on the life expectancy of the oldest
    beneficiary under the trust.
..   If this Beneficiary Annuity is transferred to another company as a tax-free
    exchange with the intention of qualifying as a beneficiary annuity with the
    receiving company, we may require certifications from the receiving company
    that required distributions will be made as required by law.
..   If you are transferring proceeds as beneficiary of an annuity that is owned
    by a decedent, we must receive your transfer request at least 45 days prior
    to your first required distribution. If, for any reason, your transfer
    request impedes our ability to complete your first distribution by the
    required date, we will be unable to accept your transfer request.

 4. Under the section of the prospectus (page 57 or page 50 for Choice 2000)
 entitled "Guaranteed Return Option Plus", we remove the first paragraph and
 the last paragraph under "Key Feature - Allocation of Account Value", and
 replace it with the following:

 GRO Plus uses a mathematical formula that we operate to help manage your
 guarantees through all market cycles. Each Valuation Day, the formula
 determines if any portion of your Account Value needs to be transferred into
 or out of the Fixed Allocations, through reference to a "reallocation
 trigger". The formula does this by (a) first identifying each guarantee that
 is outstanding under GRO Plus (b) then discounting the value of each such
 guarantee to a present value, based on crediting rates associated with the
 Fixed Allocations, then (c) identifying the largest of such present values.
 Then, the formula compares the largest present value to both the Account Value
 and the value of assets allocated to the Sub-accounts to determine whether a
 transfer into or out of the Fixed Allocations is required. As detailed in the
 formula, if that largest present value exceeds the Account Value less a
 percentage of the Sub-account value, a transfer into the Fixed Allocations
 will occur. Conversely, if that largest present value is less than the Account
 Value less a percentage of the Sub-account value, a transfer out of the Fixed
 Allocations will occur.

 At any given time, some, none, or all of your Account Value may be allocated
 to the Fixed Allocations. With respect to any amounts held within the Fixed
 Allocations, we can give no assurance how long the amounts will reside there
 or if such amounts will transfer out of the Fixed Allocations. If you make
 additional Purchase Payments to your Annuity, they will be allocated to the
 Sub-accounts according to your allocation instructions. Such additional
 Purchase Payments may or may not cause the formula to transfer money in or out
 of the Fixed Allocations. Once the Purchase Payments are allocated to your
 Annuity, they will also be subject to the mathematical formula, which may
 result in immediate transfers to or from the Fixed Allocations, if dictated by
 the formula. The amount of any such transfers will vary, as dictated by the
 formula, and will depend on the factors listed below.

 The amount that is transferred to and from the Fixed Allocations pursuant to
 the mathematical formula depends upon a number of factors unique to your
 Annuity (and is not necessarily directly correlated with the securities
 markets, bond markets, or interest rates, in general) including:
..   The difference between your Account Value (including any Market Value
    Adjustment) and your Protected Principal Value(s);
..   The amount of time until the maturity of your guarantee(s);

                                      43



..   The amount invested in, and the performance of, the Sub-accounts;
..   The amount invested in, and interest earned within, the Fixed Allocations;
..   The current crediting rates associated with Fixed Allocations;
..   Additional Purchase Payments, if any, that you make to the Annuity; and
..   Withdrawals, if any, taken from the Annuity.

 Any amounts invested in the Fixed Allocations will affect your ability to
 participate in a subsequent recovery within the Sub-accounts. Conversely, the
 Account Value may be higher at the beginning of the recovery, e.g. more of the
 Account Value may have been protected from decline and volatility than it
 otherwise would have been had the benefit not been elected.

 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 Allocations.

 You may not allocate purchase payments to or transfer Account Value to or from
 the Fixed Allocations.

 You should be aware of the following potential ramifications of the
 reallocation mechanism:
..   Transfers of your Account Value can be frequent, and under some scenarios
    may occur on a daily basis. As indicated, each such transfer may be subject
    to a Market Value Adjustment, which can be positive or negative. Thus, a
    Market Value Adjustment will directly increase or reduce your Account Value.
..   As indicated, some or even all, of your Account Value may be maintained in
    the Fixed Allocations. The greater the Account Value held in Fixed
    Allocations, the larger (in dollar terms) the Market Value Adjustment upon
    any transfer of such Account Value to the Sub-accounts.

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

 The Asset Transfer Formula is set forth below.

 Asset Transfer Formula Under the Guaranteed Return Option Plus benefit
 We set out below the current formula under which we may transfer amounts
 between the Sub-accounts and the Fixed Allocations. We will not alter the
 asset transfer formula.

 TERMS AND DEFINITIONS REFERENCED IN THE CALCULATION FORMULA:
   .   AV is the current Account Value of the Annuity (including any Market
       Value Adjustment on Fixed Allocations)

   .   V is the current Account Value of the elected Sub-accounts of the Annuity

   .   F is the current Account Value of the Fixed Allocations

 For each guarantee provided under the program,
..   G\\i\\ is the Principal Value of the guarantee
..   t\\i\\ is the number of whole and partial years until the maturity date of
    the guarantee.
..   r\\i\\ is the current fixed rate associated with Fixed Allocations of
    length t\\i\\ (t\\i\\ is rounded to the next highest integer to determine
    this rate).

 The formula determines, on each Valuation Day, when a transfer is required.

 The formula begins by determining for each guarantee the value (L\\i\\) that,
 if appreciated at the current fixed rate, would equal the Principal Value on
 the applicable maturity date. We call the greatest of these values the
 "current liability (L)."

   L = MAX (L\\i\\), where L\\i\\ = G\\i\\ / (1 + r\\i\\)/ti/

 Next, the formula determines whether or not a transfer to or from the Fixed
 Allocations is needed:

   A transfer into the Fixed Allocations will occur if L (greater than) (AV -
   0.2 * V), and V (greater than) 0.

   The transfer amount is calculated by the following formula:

   T = MIN(V, (V - (1 / 0.23) * (AV - L))

                                      44



 A transfer from the Fixed Allocations to the Sub-accounts will occur if L
 (less than) (AV - 0.26 * V), and F (greater than) 0.

   The transfer amount is calculated by the following formula:

   T = MIN(F, ((1 / 0.23) * (AV - L) - V)

 5. Under the section of the prospectus (page 60 or page 54 for Choice 2000)
 entitled "Guaranteed Return Option" , we remove the first paragraph and the
 last paragraph under "Key Feature - Allocation of Account Value", and replace
 it with the following:
 GRO uses a mathematical formula that we operate to help manage your guarantees
 through all market cycles. The formula weighs a number of factors, including
 the current Account Value, the value in the Sub-accounts, the value in the
 Fixed Allocations, the Protected Principal Value, the expected value of the
 Fixed Allocations used to support the guarantee, the time remaining until
 maturity, and the current crediting rates associated with the Fixed
 Allocations. In essence, and as detailed in the formula, the formula will
 transfer Account Value into the Fixed Allocations if needed to support an
 anticipated guarantee.

 Each Valuation Day, the formula determines if any portion of your Account
 Value needs to be transferred into or out of the Fixed Allocations, through
 reference to a "reallocation trigger". At any given time, some, none, or all
 of your Account Value may be allocated to the Fixed Allocations. If your
 entire Account Value is transferred to the Fixed Allocations, the formula will
 not transfer amounts out of the Fixed Allocations to the Sub-accounts and the
 entire Account Value would remain in the Fixed Allocations. If you make
 additional Purchase Payments to your Annuity, they will be allocated to the
 Sub-accounts according to your allocation instructions. Such additional
 Purchase Payments may or may not cause the formula to transfer money in or out
 of the Fixed Allocations. Once the Purchase Payments are allocated to your
 Annuity, they will also be subject to the mathematical formula, which may
 result in immediate transfers to or from the Fixed Allocations, if dictated by
 the formula. The amount of any such transfers will vary, as dictated by the
 formula, and will depend on the factors listed below.

 The amount that is transferred to and from the Fixed Allocations pursuant to
 the mathematical formula depends upon a number of factors unique to your
 Annuity (and is not necessarily directly correlated with the securities
 markets, bond markets, or interest rates, in general) including:
..   The difference between your Account Value (including any Market Value
    Adjustment) and your Protected Principal Value(s);
..   The amount of time until the maturity of your guarantee(s);
..   The amount invested in, and the performance of, the Sub-accounts;
..   The amount invested in, and interest earned within, the Fixed Allocations;
..   The current crediting rates associated with Fixed Allocations;
..   Additional Purchase Payments, if any, that you make to the Annuity; and
..   Withdrawals, if any, taken from the Annuity.

 Any amounts invested in the Fixed Allocations will affect your ability to
 participate in a subsequent recovery within the Sub-accounts. Conversely, the
 Account Value may be higher at the beginning of the recovery, e.g. more of the
 Account Value may have been protected from decline and volatility than it
 otherwise would have been had the benefit not been elected.

 You may not allocate purchase payments to or transfer Account Value to or from
 the Fixed Allocations.

 You should be aware of the following potential ramifications of the allocation
 mechanism:
..   Transfers of your Account Value can be frequent, and under some scenarios
    may occur on a daily basis. As indicated, each such transfer may be subject
    to a Market Value Adjustment, which can be positive or negative. Thus, a
    Market Value Adjustment will directly increase or reduce your Account Value.
..   As indicated, some or even all, of your Account Value in the Fixed
    Allocations. The greater the Account Value held in Fixed Allocations, the
    larger (in dollar terms) the Market may be maintained Value Adjustment upon
    any transfer of such Account Value to the Sub-accounts.

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

 The Asset Transfer formula is set forth below.

 Asset Transfer Formula Under the Guaranteed Return Option benefit
 We set out below the current formula under which we may transfer amounts
 between the Sub-accounts and the Fixed Allocations. We will not alter the
 asset transfer formula.

 TERMS AND DEFINITIONS REFERENCED IN THE CALCULATION FORMULA:
   .   AV is the current Account Value of the Annuity (including any Market
       Value Adjustment on Fixed Allocations)

   .   V is the current Account Value of the elected Sub-accounts of the Annuity

                                      45



   .   F is the current Account Value of the Fixed Allocations

   .   G is the Principal Value of the guarantee

   .   t is the number of whole and partial years between the current Valuation
       Day and the maturity date.

   .   t\\1\\ is the number of whole and partial years between the next
       Valuation Day (i.e., the Valuation Day immediately following the current
       Valuation Day) and the maturity date.

   .   r is the fixed rate associated with Fixed Allocations of length t
       (t\\1\\ is rounded to the next highest whole number to determine this
       rate) as of the current Valuation Day.

   .   r\\1\\ is the fixed rate associated with Fixed Allocations of length
       t\\1\\ (t\\1\\ is rounded to the next highest whole number to determine
       this rate) as of the next Valuation Day.

   .   M is the total maturity value of all Fixed Allocations, i.e., the total
       value that the Fixed Allocations will have on the maturity date of the
       guarantee if no subsequent transactions occur.

 The formula determines, on each Valuation Day, when a transfer is required.

 The formula begins by determining a "cushion", D:

   D = 1 - [(G - M) / (1 + r)/t/] / V

 Next, the formula determines whether or not a transfer to or from the Fixed
 Allocations is needed:

 A transfer into the Fixed Allocations will occur if D (less than) 0.20, V
 (greater than) 0, and V (greater than) 0.02 * AV.

   The transfer amount is calculated by the following formula:

   T = MIN(V, (V * (0.75 * (1 + r\\1\\)/ ti/ - G + M) / (0.75 * (1 + r\\1\\)/
   ti/ - (1 + r)/t/))

 A transfer from the Fixed Allocations to the Sub-accounts will occur if D
 (greater than) 0.30 and F (greater than) 0.

   The transfer amount is calculated by the following formula:

   T = MIN(F, (V * (0.75 * (1 + r\\1\\)/ ti/ - G + M) / ((1 + r)/t/ - 0.75 * (1
   + r\\1\\)/ ti/ ))

 6. Under the section of the prospectus (page 63 or page 56 for Choice 2000)
 entitled "Guaranteed Return Option Plus 2008" and the section (page 66 or page
 59 for Choice 2000) entitled "Highest Daily GRO", we add the following to the
 end of the sub-section entitled "Key Feature - Allocation of Account Value":
 Each of Highest Daily Guaranteed Return Option (HD GRO) and Guaranteed Return
 Option Plus 2008 (GRO Plus 2008) uses a pre-determined mathematical formula to
 help manage your guarantees through all market cycles. Each Valuation Day, the
 formula analyzes the difference between your Account Value and your
 guarantees, as well as how long you have owned the benefit, and determines if
 any portion of your Account Value needs to be transferred into or out of the
 AST Bond Portfolio Sub-accounts (the "Bond Portfolios"). Therefore, at any
 given time, some, none, or all of your Account Value may be allocated to the
 Bond Portfolios. If your entire Account Value is transferred to the Bond
 Portfolios, then based on the way the formula operates, the formula will not
 transfer amounts out of the Bond Portfolios to the Sub-accounts and the entire
 Account Value would remain in the Bond Portfolios. If you make additional
 Purchase Payments to your Annuity, they will be allocated to the Sub-accounts
 according to your allocation instructions. Such additional Purchase Payments
 may or may not cause the formula to transfer money in or out of the Bond
 Portfolios. Once the Purchase Payments are allocated to your Annuity, they
 will also be subject to the mathematical formula, which may result in
 immediate transfers to or from the Bond Portfolios, if dictated by the
 formula. The amount of any such transfers will vary, as dictated by the
 formula, and will depend on the factors listed below.

 The amount that is transferred to and from the Bond Portfolios pursuant to the
 mathematical formula depends upon a number of factors unique to your Annuity
 (and is not necessarily directly correlated with the securities markets, bond
 markets, or interest rates, in general) including:
..   The difference between your Account Value and your Guarantee Amount(s);
..   The amount of time until the maturity of your Guarantee(s);
..   The amount invested in, and the performance of, the Permitted Sub-accounts;
..   The amount invested in, and the performance of, the Bond Portfolios;
..   The discount rate used to determine the present value of your Guarantee(s);
..   Additional Purchase Payments, if any, that you make to the Annuity; and
..   Withdrawals, if any, taken from the Annuity.

                                      46



 Any amounts invested in the Bond Portfolios will affect your ability to
 participate in a subsequent recovery within the Permitted Sub-accounts.
 Conversely, the Account Value may be higher at the beginning of the recovery,
 e.g. more of the Account Value may have been protected from decline and
 volatility than it otherwise would have been had the benefit not been elected.

 The Bond Portfolios are available only with these benefits, and you may not
 allocate purchase payments and transfer Account Value to or from the Bond
 Portfolios.

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

 7. We replace the section of the prospectus (page 90 or page 83 for Choice
 2000) entitled "Asset Transfer Component of Highest Daily Lifetime Five" with
 the following:

 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 you may not allocate Purchase Payments to or transfer Account
 Value to or from 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 the 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 not enough Target Value is 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. If you elect the new asset transfer formula calculation
 offered in this supplement, see the discussion above regarding the 90% cap
 rule.

 As you can glean from the formula, poor investment performance of your Account
 Value may result in a transfer of a portion of your variable Account Value to
 the Benefit Fixed Rate Account, because such poor investment performance will
 tend to increase the Target Ratio. Moreover, "flat" investment returns of your
 Account Value over a period of time also could result in the transfer of your
 Account Value to the Benefit Fixed Rate Account. Because the amount allocated
 to the Benefit Fixed Rate Account and the amount allocated to the Permitted
 Sub-accounts each is a variable in the formula, the investment performance of
 each affects whether a transfer occurs for your Annuity. In deciding how much
 to transfer, we use another formula, which essentially seeks to re-balance
 amounts held in the Permitted Sub-accounts and the 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.

                                      47



 Depending on the results of the calculation relative to the reallocation
 triggers, we may, on any day:
..   Not make any transfer between the Permitted Sub-accounts and the Benefit
    Fixed Rate Account; 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.

 Therefore, at any given time, some, none, or all of your Account Value may be
 allocated to the Benefit Fixed Rate Account. If your entire Account Value is
 transferred to the Benefit Fixed Rate Account, then based on the way the
 formula operates, the formula will not transfer amounts out of the Benefit
 Fixed Rate Account to the Permitted Sub-accounts and the entire Account Value
 would remain in the Benefit Rate Fixed Account. If you make additional
 Purchase Payments to your Annuity, they will be allocated to the Sub-accounts
 according to your allocation instructions. Such additional Purchase Payments
 may or may not cause the formula to transfer money in or out of the Benefit
 Fixed Rate Account. Once the Purchase Payments are allocated to your Annuity,
 they will also be subject to the mathematical formula, which may result in
 immediate transfers to or from the Benefit Fixed Rate Account, if dictated by
 the formula. The amounts of any such transfers will vary, as dictated by the
 formula, and will depend on the factors listed below.

 The amount that is transferred to and from the Benefit Fixed Rate Account
 pursuant to the mathematical formula depends upon a number of factors unique
 to your Annuity (and is not necessarily directly correlated with the
 securities markets, bond markets, or interest rates, in general) including:
..   How long you have owned Highest Daily Lifetime Five;
..   The performance of the Permitted Sub-accounts you have chosen;
..   The performance of the Benefit Fixed Rate Account (i.e., the amount of
    interest credited to the Benefit Fixed Rate Account);
..   The amount allocated to each of the Permitted Sub-accounts you have chosen;
..   The amount allocated to the Benefit Fixed Rate Account;
..   Additional Purchase Payments, if any, you make to your Annuity;
..   Withdrawals, if any, you take from your Annuity (withdrawals are taken pro
    rata from your Account Value).

 Any Account Value in the Benefit Fixed Rate Account will not be available to
 participate in the investment experience of the Permitted Sub-accounts if
 there is a recovery until it is moved out of the Benefit Fixed Rate Account.

 The more of your Account Value allocated to the Benefit Fixed Rate Account
 under the formula, the greater the impact of the performance of the Benefit
 Fixed Rate Account in determining whether (and how much) of your Account Value
 is transferred back to the Permitted Sub-accounts. Further, it is possible
 under the formula, that if a significant portion your Account Value is
 allocated to the Benefit Fixed Rate Account and that Account has good
 performance but the performance of your Permitted Sub-accounts is negative,
 that the formula might transfer your Account Value to the Permitted
 Sub-accounts. Thus, the converse is true too (the more you have allocated to
 the Permitted Sub-accounts, the greater the impact of the performance of those
 Sub-accounts will have on any transfer to the Benefit Fixed Rate Account).

 8. We replace the sections of the prospectus (page 97 or page 90 for Choice
 2000) entitled "Asset Transfer Component of Highest Daily Lifetime Seven" and
 "Asset Transfer Component of Spousal Highest Daily Lifetime Seven" (as
 applicable) with the following:

 Asset Transfer Component of Highest Daily Lifetime Seven/Spousal 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/Spousal Highest Daily
 Lifetime Seven. For purposes of the benefit, we refer to those permitted
 Sub-accounts as the "Permitted Sub-accounts". As a requirement of
 participating in Highest Daily Lifetime Seven/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
 mathematical formula, discussed below. The AST Investment Grade Bond
 Sub-account is available only with this benefit, and you may not allocate
 Purchase Payments to or transfer Account Value to or from the AST Investment
 Grade Bond Sub-account. Under the asset transfer component of Highest Daily
 Lifetime Seven/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 Appendices to the prospectus.

                                      48



 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 not enough Target Value is 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. If you elect the new
 asset transfer formula calculation offered in this supplement, see the
 discussion above regarding the 90% cap.

 As you can glean from the formula, poor investment performance of your Account
 Value may result in a transfer of a portion of your variable Account Value to
 the AST Investment Grade Bond Sub-account because such poor investment
 performance will tend to increase the Target Ratio. Moreover, "flat"
 investment returns of your Account Value over a period of time also could
 result in the transfer of your Account Value from the Permitted Sub-accounts
 to the AST Investment Grade Bond Sub-account. Because the amount allocated to
 the AST Investment Grade Bond Sub-account and the amount allocated to the
 Permitted Sub-accounts each is a variable in the formula, the investment
 performance of each affects whether a transfer occurs for your Annuity. In
 deciding how much to transfer, we use another formula, which essentially seeks
 to re-balance amounts held in the Permitted Sub-accounts and the AST
 Investment Grade Bond Sub-account so that the Target Ratio meets a target,
 which currently is equal to 80%. Once you elect Highest Daily Lifetime
 Seven/Spousal Highest Daily Lifetime Seven, the ratios we use will be fixed.
 For newly-issued Annuities that elect Highest Daily Lifetime Seven/Spousal
 Highest Daily Lifetime Seven and existing Annuities that elect Highest Daily
 Lifetime Seven/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 Highest Daily Lifetime Seven/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 between the Permitted Sub-accounts and the AST
    Investment Grade Bond Sub-account; 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).; 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.

 Therefore, at any given time, some, none, or all of your Account Value may be
 allocated to the AST Investment Grade Bond Sub-account. If your entire Account
 Value is transferred to the AST Investment Grade Bond Sub-account, then based
 on the way the formula operates, the formula will not transfer amounts out of
 the AST Investment Grade Bond Sub-account to the Permitted Sub-accounts and
 the entire Account Value would remain in the AST Investment Grade Bond
 Sub-account. If you make additional Purchase Payments to your Annuity, they
 will be allocated to the Sub-accounts according to your allocation
 instructions. Such additional Purchase Payments may or may not cause the
 formula to transfer money in or out of the AST Investment Grade Bond
 Sub-account. Once the Purchase Payments are allocated to your Annuity, they
 will also be subject to the mathematical formula, which may result in
 immediate transfers to or from the AST Investment Grade Bond Sub-accounts, if
 dictated by the formula. The amounts of any such transfers will vary (and in
 some instances, the transfers could be large), as dictated by the formula, and
 will depend on the factors listed below.

 The amount that is transferred to and from the AST Investment Grade Bond
 Sub-account pursuant to the mathematical formula depends upon a number of
 factors unique to your Annuity (and is not necessarily directly correlated
 with the securities markets, bond markets, or interest rates, in general)
 including:
..   How long you have owned Highest Daily Lifetime Seven/Spousal Highest Daily
    Lifetime Seven;
..   The performance of the Permitted Sub-accounts you have chosen;
..   The performance of the AST Investment Grade Bond Sub-account;
..   The amount allocated to each of the Permitted Sub-accounts you have chosen;
..   The amount allocated to the AST Investment Grade Bond Sub-account;
..   Additional Purchase Payments, if any, you make to your Annuity;
..   Withdrawals, if any, you take from your Annuity (withdrawals are taken pro
    rata from your Account Value).

                                      49



 Any Account Value in the AST Investment Grade Bond Sub-account will not be
 available to participate in the investment experience of the Permitted
 Sub-accounts if there is a recovery until it is moved out of the AST
 Investment Grade Bond Sub-account.

 The more of your Account Value allocated to the AST Investment Grade Bond
 Sub-account under the formula, the greater the impact of the performance of
 that Sub-account in determining whether (and how much) of your Account Value
 is transferred back to the Permitted Sub-accounts. Further, it is possible
 under the formula, that if a significant portion your Account Value is
 allocated to the AST Investment Grade Bond Sub-account and that Sub-account
 has good performance but the performance of your Permitted Sub-accounts is
 negative, that the formula might transfer your Account Value to the Permitted
 Sub-accounts. Thus, the converse is true too (the more you have allocated to
 the Permitted Sub-accounts, the greater the impact of the performance of those
 Sub-accounts will have on any transfer to the AST Investment Grade Bond
 Sub-account).

                                      50



                PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

ADVANCED SERIES ADVISOR PLAN III ("ASAP III")
ADVANCED SERIES APEX II ("APEX II")
ADVANCED SERIES LIFEVEST II ("ASL II")
ADVANCED SERIES XTRA CREDIT SIX ("XT6")
ADVANCED SERIES ADVISORS CHOICE(R)2000 ("CHOICE 2000")
(marketed by some firms as "Advisors Select 2000")

                       Supplement dated January 20, 2009
                                      To
                Prospectuses dated May 1, 2008, as Supplemented

This Supplement should be read and retained with the current Prospectus for
your annuity. This Supplement is intended to update certain information in the
Prospectus for the variable annuity you own, and is not intended to be a
prospectus or offer for any other variable annuity listed here that you do not
own. If you would like another copy of the current Prospectus, please contact
us at 1-800-752-6342.

As detailed below, this supplement announces changes to your ability to cancel
certain optional living benefits and either re-elect the same benefit or elect
another living benefit.

WHEN CONSIDERING CANCELLATION OF AN EXISTING OPTIONAL LIVING BENEFIT WITH OR
WITHOUT THE RE-ELECTION OF THE SAME BENEFIT OR ELECTION OF A NEW OPTIONAL
LIVING BENEFIT, PLEASE REVIEW THE PROSPECTUS FOR COMPLETE DETAILS AND SPEAK TO
YOUR FINANCIAL PROFESSIONAL. AMONG OTHER THINGS, THE NEW BENEFIT MAY BE MORE
EXPENSIVE THAN YOUR EXISTING BENEFIT.

A.  GRO Plus 2008 - Elections of Highest Daily GRO and GRO Plus 2008. Under the
    section of the prospectus entitled "Guaranteed Return Option Plus 2008", we
    add the following as the last paragraph under the sub-section entitled
    "Election/Cancellation of the Program":

If you wish, you may cancel the GRO Plus 2008 benefit. You may then elect
either GRO Plus 2008 or Highest Daily GRO (or any other currently available
living benefit) on the Valuation Day after you have cancelled the GRO Plus 2008
benefit, provided the request is received in good order (subject to state
availability and in accordance with any applicable age requirements). Upon
cancellation of the GRO Plus 2008 benefit, any Account Value allocated to the
AST Bond Portfolio Sub-accounts used with the asset transfer formula will be
reallocated to the Permitted Sub-Accounts according to your most recent
allocation instructions or, in absence of such instructions, pro-rata. Upon
your re-election of GRO Plus 2008 or election of Highest Daily GRO, Account
Value may be transferred between the AST Bond Portfolio Sub-accounts and the
Permitted Sub-accounts according to the formula (see "Key Feature--Allocation
of Account Value" section for more details). It is possible that over time the
formula could transfer some, all, or none of the Account Value to the AST Bond
Portfolio Sub-accounts under the newly-elected benefit. You also should be
aware that upon termination of the GRO Plus 2008 benefit, you will lose all
guarantees that you had accumulated under the benefit. Thus, the guarantees
under any newly-elected benefit will be based on your current Account Value.
Once the GRO Plus 2008 benefit is canceled you are not required to re-elect
another optional living benefit and any subsequent benefit election may be made
on or after the first Valuation Day following the cancellation of the GRO Plus
2008 benefit provided that the benefit you are looking to elect is available on
a post- issue basis.

Please refer to your prospectus for allowable ownership designations under the
benefit you are electing.

B.  Highest Daily GRO - Elections of GRO Plus 2008 and Highest Daily GRO. Under
    the section of the prospectus entitled "Highest Daily Guaranteed Return
    Option", we add the following as the last paragraph under the sub-section
    entitled "Election/Cancellation of the Program":

If you wish, you may cancel the Highest Daily GRO benefit. You may then elect
either GRO Plus 2008 or Highest Daily GRO (or any other currently available
living benefit) on the Valuation Day after you have cancelled the Highest Daily
GRO benefit, provided the request is received in good order (subject to state
availability and in accordance with any applicable age requirements). Upon
cancellation of the Highest Daily GRO benefit, any Account Value allocated to
the AST Bond Portfolio Sub-accounts used with the asset transfer formula will
be reallocated to the Permitted Sub-Accounts according to your most recent
allocation instructions or, in absence of such instructions, pro-rata. Upon
your re-election of GRO Plus 2008 or Highest Daily GRO, Account Value may be
transferred between the AST Bond Portfolio Sub-accounts and the other
Sub-accounts according to the formula (see "Key Feature--Allocation of Account
Value" section for more details). It is possible that over time the formula
could transfer some, all, or none of the Account Value to the AST Bond
Portfolio Sub-accounts under the newly-elected benefit. You also should be
aware that upon termination of the Highest Daily GRO benefit, you will lose all
guarantees that you had accumulated under the benefit. Thus, the guarantees
under your newly-elected benefit will be based on your current Account Value.
Once the Highest Daily GRO benefit is canceled you are not required to re-elect
another optional living benefit and any subsequent benefit election may be made
on or after the first Valuation Day following the cancellation of the Highest
Daily GRO benefit provided that the benefit you are looking to elect is
available on a post- issue basis.

Please refer to your prospectus for allowable ownership designations under the
benefit you are electing.

C.  Lifetime Five - Elections of any Highest Daily Lifetime Seven or Spousal
    Highest Daily Lifetime Seven benefit. Under the section of the prospectus
    entitled "Lifetime Five Income Benefit", we replace the sub-section
    entitled "Election of the Program" with the following:

We no longer permit elections of Lifetime Five -- whether for those who
currently participate in Lifetime Five or for those who are buying an Annuity
for the first time. If you wish, you may cancel the Lifetime Five benefit. You
may then elect Highest Daily Lifetime Seven, Highest Daily Lifetime Seven with
Beneficiary Income Option, Highest Daily Lifetime Seven with Lifetime Income
Accelerator, Spousal Highest Daily Lifetime Seven, or Spousal Highest Daily
Lifetime Seven with Beneficiary Income Option (or any other currently available
living benefit) on the Valuation Day after you have cancelled the Lifetime Five
benefit provided, the request is received in good order (subject to state
availability and in accordance with any applicable age requirements). Upon your
election of any Highest Daily Lifetime Seven or Spousal Highest Daily Lifetime
Seven benefit, Account Value may be transferred between the AST Investment
Grade Bond Portfolio Sub-account and the other Sub-accounts according to the
formula (See "Asset Transfer Component of Highest Daily Lifetime Seven/ Spousal
Highest Daily Lifetime Seven" section for more details). It is possible that
over time the formula could transfer some, all, or none of the Account Value to
the AST Investment Grade Bond Portfolio Sub-account under the newly-elected
benefit. You should be aware that upon termination of the Lifetime Five
benefit, you will lose the Protected Withdrawal Value, Annual Income Amount,
and Annual Withdrawal Amount that you had accumulated under the benefit. Thus,
the initial guarantees under any newly-elected benefit will be based on your
current Account Value. Finally, please note that the fee for all Highest Daily
Lifetime Seven and Spousal Highest Daily Lifetime Seven benefits is a
percentage of Protected Withdrawal Value. Thus, if Protected Withdrawal Value
is larger than Account Value, the fee will be greater than it would have been
had it been based on Account Value. Once the Lifetime Five benefit is canceled
you are not required to re-elect another optional living benefit and any
subsequent benefit election may be made on or after the first Valuation Day
following the cancellation of the Lifetime Five benefit provided that the
benefit you are looking to elect is available on a post- issue basis.

Please refer to your prospectus for allowable ownership designations under the
benefit you are electing.

D.  Spousal Lifetime Five - Elections of any Highest Daily Lifetime Seven or
    Spousal Highest Daily Lifetime Seven benefit. Under the section of the
    prospectus entitled "Spousal Lifetime Five Income Benefit", we replace the
    sub-section entitled "Election of and Designation under the Program" with
    the following:

We no longer permit elections of Spousal Lifetime Five -- whether for those who
currently participate in Spousal Lifetime Five or for those who are buying an
Annuity for the first time. If you wish, you may cancel the Spousal Lifetime
Five benefit. You may then elect Highest Daily Lifetime Seven, Highest Daily
Lifetime Seven with Beneficiary Income Option, Highest Daily Lifetime Seven
with Lifetime Income Accelerator, Spousal Highest Daily Lifetime Seven, or
Spousal Highest Daily Lifetime Seven with Beneficiary Income Option (or any
other currently available living benefit) on the Valuation Day after have you
cancelled the Spousal Lifetime Five benefit, provided the request is received
in good order (subject to state availability and any applicable age
requirements). Upon your election of any Highest Daily Lifetime Seven or
Spousal Highest Daily Lifetime Seven benefit, Account Value may be transferred



between the AST Investment Grade Bond Portfolio Sub-account and the other
Sub-accounts according to the formula (See "Asset Transfer Component of Highest
Daily Lifetime Seven/ Spousal Highest Daily Lifetime Seven" section for more
details). It is possible that over time the formula could transfer some, all,
or none of the Account Value to the AST Investment Grade Bond Portfolio
Sub-account under the newly-elected benefit. You should be aware that upon
termination of the Spousal Lifetime Five benefit, you will lose the Protected
Withdrawal Value and Annual Income Amount that you had accumulated under the
benefit. Thus, the initial guarantees under any newly-elected benefit will be
based on your current Account Value. Also note that the fee for all Highest
Daily Lifetime Seven and Spousal Highest Daily Lifetime Seven benefits is a
percentage of Protected Withdrawal Value. Thus, if Protected Withdrawal Value
is larger than Account Value, the fee will be greater than it would have been
had it been based on Account Value. Once the Spousal Lifetime Five benefit is
canceled you are not required to re-elect another optional living benefit and
any subsequent benefit election may be made on or after the first Valuation Day
following the cancellation of the Spousal Lifetime Five benefit provided that
the benefit you are looking to elect is available on a post- issue basis.

Please refer to your prospectus for allowable ownership designations for the
benefit you are electing.

E.  Highest Daily Lifetime Five - Elections of any Highest Daily Lifetime Seven
    or Spousal Highest Daily Lifetime Seven benefit. Under the section of the
    prospectus entitled "Highest Daily Lifetime Five", we replace the last
    paragraph in the sub-section entitled "Election of and Designation under
    the Program" with the following:

We no longer permit elections of Highest Daily Lifetime Five -- whether for
those who currently participate in Highest Daily Lifetime Five or for those who
are buying an Annuity for the first time. If you wish, you may cancel the
Highest Daily Lifetime Five benefit. You may then elect Highest Daily Lifetime
Seven, Highest Daily Lifetime Seven with Beneficiary Income Option, Highest
Daily Lifetime Seven with Lifetime Income Accelerator, Spousal Highest Daily
Lifetime Seven, or Spousal Highest Daily Lifetime Seven with Beneficiary Income
Option (or any other currently available living benefit) on the Valuation Day
after you have cancelled the Highest Daily Lifetime Five benefit, provided the
request is received in good order (subject to state availability and any
applicable age requirements). Upon cancellation of the Highest Daily Lifetime
Five benefit, any Account Value allocated to the Benefit Fixed Rate Account
used with the asset transfer formula will be reallocated to the Permitted
Sub-Accounts according to your most recent allocation instructions or, in
absence of such instructions, pro-rata. Upon your election of any Highest Daily
Lifetime Seven or Spousal Highest Daily Lifetime Seven benefit, Account Value
may be transferred between the AST Investment Grade Bond Portfolio Sub-account
and the other Sub-accounts according to the formula (See "Asset Transfer
Component of Highest Daily Lifetime Seven/ Spousal Highest Daily Lifetime
Seven" section for more details). It is possible that over time the formula
could transfer some, all or none of the Account Value to the AST Investment
Grade Bond Portfolio Sub-account under the newly-elected benefit. You should be
aware that upon termination of the Highest Daily Lifetime Five benefit, you
will lose the Protected Withdrawal Value and Annual Income Amount that you had
accumulated under the benefit, as well as any Enhanced Protected Withdrawal
Value and Return of Principal Guarantees (if no withdrawals have been taken) .
Thus, the initial guarantees under any newly-elected benefit will be based on
your current Account Value. Finally, please note that the fee for all Highest
Daily Lifetime Seven and Spousal Highest Daily Lifetime Seven benefits is a
percentage of Protected Withdrawal Value. Thus, if Protected Withdrawal Value
is larger than Account Value, the fee will be greater than it would have been
had it been based on Account Value. Once the Highest Daily Lifetime Five
benefit is canceled you are not required to re-elect another optional living
benefit and any subsequent benefit election may be made on or after the first
Valuation Day following the cancellation of the Highest Daily Lifetime Five
benefit provided that the benefit you are looking to elect is available on a
post- issue basis.

Please refer to your prospectus for allowable ownership designations under the
benefit you are electing.

F.  Highest Daily Lifetime Seven (including Highest Daily Lifetime Seven with
    Beneficiary Income Option and Highest Daily Lifetime Seven with Lifetime
    Income Accelerator) -- Elections of any Highest Daily Lifetime Seven or
    Spousal Highest Daily Lifetime Seven benefit. Under the section of the
    prospectus entitled "Highest Daily Lifetime Seven", we replace the last
    paragraph in the sub-section entitled "Election of and Designations under
    the Program" with the following:

If you wish, you may cancel any Highest Daily Lifetime Seven benefit. You may
then re-elect Highest Daily Lifetime Seven, Highest Daily Lifetime Seven with
Beneficiary Income Option, Highest Daily Lifetime Seven with Lifetime Income
Accelerator, Spousal Highest Daily Lifetime Seven, or Spousal Highest Daily
Lifetime Seven with Beneficiary Income Option (or any other currently available
living benefit) on the Valuation Day after you have cancelled the Highest Daily
Lifetime Seven benefit, provided the request is received in good order (subject
to state availability and any applicable age requirements). Upon cancellation
of any Highest Daily Lifetime Seven benefit, any Account Value allocated to the
AST Investment Grade Bond Portfolio Sub-account used with the asset transfer
formula will be reallocated to the Permitted Sub-Accounts according to your
most recent allocation instructions or, in absence of such instructions,
pro-rata. Upon your election of any Highest Daily Lifetime Seven or Spousal
Highest Daily Lifetime Seven benefit, Account Value may be transferred between
the AST Investment Grade Bond Portfolio Sub-account and the other Sub-accounts
according to the formula (See "Asset Transfer Component of Highest Daily
Lifetime Seven/ Spousal Highest Daily Lifetime Seven" section for more
details). It is possible that over time the formula could transfer some, all or
none of the Account Value to the AST Investment Grade Bond Portfolio
Sub-account under the newly-elected benefit. You should be aware that upon
termination of Highest Daily Lifetime Seven, you will lose the Protected
Withdrawal Value (including the Tenth Anniversary Date Guarantee), Annual
Income Amount, and the Return of Principal Guarantee that you had accumulated
under the benefit. Thus, the initial guarantees under any newly-elected benefit
will be based on your current Account Value. Once the Highest Daily Lifetime
Seven benefit is canceled you are not required to re-elect another optional
living benefit and any subsequent benefit election may be made on or after the
first Valuation Day following the cancellation of the Highest Daily Lifetime
Seven benefit provided that the benefit you are looking to elect is available
on a post- issue basis.

Please refer to your prospectus for allowable ownership designations under the
benefit you are electing.

G.  Spousal Highest Daily Lifetime Seven (including Spousal Highest Daily
    Lifetime Seven with Beneficiary Income Option) -- Elections of any Highest
    Daily Lifetime Seven or Spousal Highest Daily Lifetime Seven benefit. Under
    the section of the prospectus entitled "Spousal Highest Daily Lifetime
    Seven", we replace the last paragraph in the sub-section entitled "Election
    of and Designations under the Program" with the following:

If you wish, you may cancel any Spousal Highest Daily Lifetime Seven benefit.
You may then re-elect Spousal Highest Daily Lifetime Seven, Spousal Highest
Daily Lifetime Seven with Beneficiary Income Option, Highest Daily Lifetime
Seven, Highest Daily Lifetime Seven with Beneficiary Income Option, or Highest
Daily Lifetime Seven with Lifetime Income Accelerator (or any other currently
available living benefit) on the Valuation Day after you have cancelled the
Spousal Highest Daily Lifetime Seven benefit, provided the request is received
in good order (subject to state availability and any applicable age
requirements). Upon cancellation of any Spousal Highest Daily Lifetime Seven
benefit, any Account Value allocated to the AST Investment Grade Bond Portfolio
Sub-account used with the asset transfer formula will be reallocated to the
Permitted Sub-Accounts according to your most recent allocation instruction or
in absence of such instruction, pro-rata. Upon your election of any Highest
Daily Lifetime Seven or Spousal Highest Daily Lifetime Seven benefit, Account
Value may be transferred between the AST Investment Grade Bond Portfolio
Sub-account and the other Sub-accounts according to the formula (See "Asset
Transfer Component of Highest Daily Lifetime Seven/ Spousal Highest Daily
Lifetime Seven" section for more details). It is possible that over time the
formula could transfer some, all or, none of the Account Value to the AST Bond
Portfolio Sub-accounts under the newly-elected benefit. You should be aware
that upon termination of Spousal Highest Daily Lifetime Seven, you will lose
the Protected Withdrawal Value (including the Tenth Anniversary Date
Guarantee), Annual Income Amount, and the Return of Principal Guarantee that
you had accumulated under the benefit. Thus, the initial guarantees under any
newly-elected benefit will be based on your current Account Value. Once the
Spousal Highest Daily Lifetime Seven benefit is canceled you are not required
to re-elect another optional living benefit and any subsequent benefit election
may be made on or after the first Valuation Day following the cancellation of
the Spousal Highest Daily Lifetime Seven benefit provided that the benefit you
are looking to elect is available on a post- issue basis.

Please refer to your prospectus for allowable ownership designations under the
benefit you are electing.



                 PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

                      ADVANCED SERIES ADVISOR PLAN III (SM)
                          ADVANCED SERIES APEX II (SM)
                      ADVANCED SERIES XTRA CREDIT SIX (SM)
                        ADVANCED SERIES LIFEVEST II (SM)
                     ADVANCED SERIES ADVISORS CHOICE(R)2000
               (marketed by some firms as "Advisors Select 2000")

                       Supplement, dated November 24, 2008
                                       To
                         Prospectuses, dated May 1, 2008

This Supplement should be read and retained with the current Prospectus for your
annuity. This Supplement is intended to update certain information in the
Prospectus for the variable annuity you own, and is not intended to be a
prospectus or offer for any other variable annuity listed here that you do not
own. If you would like another copy of the current Prospectus, please contact us
at 1-800-752-6342.

A. Effective November 24, 2008, two additional sub-advisors are being added to
AST Academic Strategies Asset Allocation Portfolio. Accordingly, in the section
entitled "What Investment Options Can I Choose?", we add the sub-advisors
referenced below to the column entitled "Portfolio Advisor/Sub-Advisor."

First Quadrant L.P. (First Quadrant) and AlphaSimplex Group, LLC (AlphaSimplex)
are being added as additional sub-advisors to AST Academic Strategies Asset
Allocation Portfolio. The expenses and investment objectives/policies do not
change as a result of the addition of the new sub-advisors.

B. Effective on or about December 15, 2008, Eaton Vance LLC will replace J.P.
Morgan Investment Management, Inc. as sub-advisor for AST Large-Cap Value
Portfolio.

C. Effective January 1, 2009, the underlying portfolios listed below are being
offered as new Sub-accounts under your annuity. In order to reflect these
additions:

In the section of each Prospectus entitled "Summary of Contract Expenses",
sub-section "Underlying Portfolio Annual Expenses", under the heading "Advanced
Series Trust", the following portfolios have been added:

                      UNDERLYING PORTFOLIO ANNUAL EXPENSES
    (as a percentage of the average net assets of the underlying Portfolios)



                                                             Acquired          Total Annual
                          Management     Other    12b-1   Portfolio Fees   Portfolio Operating
  UNDERLYING PORTFOLIO       Fees      Expenses    Fees     & Expenses          Expenses*
- -----------------------   ----------   --------   -----   --------------   -------------------
                                                                 
Advanced Series Trust:
AST Bond Portfolio 2016     0.65%*     1.02%**    0.00%        0.00%            1.67%****
AST Bond Portfolio 2020     0.65%*     1.02%***   0.00%        0.00%            1.67%****


*    The contractual investment management fee rate is subject to certain
     breakpoints. In the event the combined average daily net assets of the AST
     Bond Portfolio 2016, the AST Bond Portfolio 2020, the AST Bond Portfolio
     2015, the AST Bond Portfolio 2018, the AST Bond Portfolio 2019, and the AST
     Investment Grade Bond Portfolio do not exceed $500 million, each
     Portfolio's investment management fee rate will equal 0.65% of its average
     daily net assets. In the event the combined average daily net assets of
     these Portfolios exceed $500 million, the portion of a Portfolio's assets
     to which the investment management fee rate of 0.65% applies and the
     portion of a Portfolio's assets to which the investment management fee rate
     of 0.64% applies will be determined on a pro rata basis.

**   Estimates based on an assumed average daily net asset level of $10 million
     for the AST Bond Portfolio 2016 during the fiscal year ending December 31,
     2008. As used in connection with the AST Bond Portfolio 2016, "other
     expenses" includes expenses for accounting and valuation services,
     custodian fees, audit and legal fees, transfer agency fees, fees paid to
     non-interested Trustees, and certain other miscellaneous items. Advanced
     Series Trust (the




Trust) has also entered into arrangements with the issuers of the variable
insurance products offering the AST Bond Portfolio 2016 under which the Trust
currently compensates such issuers for providing ongoing services to Portfolio
shareholders (e.g., the printing and mailing of Trust prospectuses and
shareholder reports) in lieu of the Trust providing such services directly to
shareholders. The contractual administrative services fee is 0.10% of the AST
Bond Portfolio 2016 's average daily net assets, subject to certain voluntary
asset-based breakpoints.

***  Estimates based on an assumed average daily net asset level of $10 million
     for the AST Bond Portfolio 2020 during the fiscal year ending December 31,
     2008. As used in connection with the AST Bond Portfolio 2020, "other
     expenses" includes expenses for accounting and valuation services,
     custodian fees, audit and legal fees, transfer agency fees, fees paid to
     non-interested Trustees, and certain other miscellaneous items. Advanced
     Series Trust (the Trust) has also entered into arrangements with the
     issuers of the variable insurance products offering the AST Bond Portfolio
     2020 under which the Trust currently compensates such issuers for providing
     ongoing services to Portfolio shareholders (e.g., the printing and mailing
     of Trust prospectuses and shareholder reports) in lieu of the Trust
     providing such services directly to shareholders. The contractual
     administrative services fee is 0.10% of the AST Bond Portfolio 2020 's
     average daily net assets, subject to certain voluntary asset-based
     breakpoints.

**** Estimated in part. The Investment Managers have voluntarily agreed to waive
     a portion of their investment management fees and/or reimburse certain
     expenses for the AST Bond Portfolio 2016 and the AST Bond Portfolio 2020 so
     that the Portfolio's investment management fees plus other expenses
     (exclusive in all cases of taxes, interest, brokerage commissions,
     distribution fees, and extraordinary expenses) do not exceed 1.00% of the
     Portfolio's average daily net assets for the fiscal year ending December
     31, 2008. These arrangements are voluntary and may be discontinued or
     otherwise modified by the Investment Managers at any time without prior
     notice. The following is being added to the chart in each Prospectus in the
     section entitled "Investment Options":



                                                                                         PORTFOLIO
   STYLE/                                                                                 ADVISOR/
    TYPE                          INVESTMENT OBJECTIVES/POLICIES                        SUB-ADVISOR
- ------------   -----------------------------------------------------------------   ---------------------
                                                                             
AST FUNDS

Fixed Income   AST Bond Portfolio 2016: seeks the highest potential total return   Prudential Investment
               consistent with its specified level of risk tolerance to meet the   Management, Inc.
               parameters established to support the GRO benefits and maintain
               liquidity to support changes in market conditions for a fixed
               maturity of 2016. Please note that you may not make purchase
               payments to this Portfolio, and that this Portfolio is available
               only with certain living benefits.

Fixed Income   AST Bond Portfolio 2020: seeks the highest potential total return   Prudential Investment
               consistent with its specified level of risk tolerance to meet the   Management, Inc.
               parameters established to support the GRO benefits and maintain
               liquidity to support changes in market conditions for a fixed
               maturity of 2020. Please note that you may not make purchase
               payments to this Portfolio, and that this Portfolio is available
               only with certain living benefits.


D. Closing of Lifetime Five and Spousal Lifetime Five. Lifetime Five Income
Benefit and Spousal Lifetime Five Income Benefit (the "Benefits" and each, a
"Benefit") are described in the section of the prospectus entitled "Living
Benefit Programs". Effective December 8, 2008, we will cease offering the
Benefits, for both new Annuity sales and in-force elections. If you currently
participate in either Benefit, this closing does not affect you or the
guarantees associated with your Benefit. However, subsequent to the closure, you
will no longer be allowed to re-elect either Benefit if you decide to terminate
a Benefit. Other Living Benefit programs may be available, subject to our
election rules. Please refer to your prospectus for further details.

E. GRO Plus - Allocation of Account Value. Under the section of the prospectus
entitled "Guaranteed Return Option Plus", we remove the first paragraph and the
last paragraph under "Key Feature - Allocation of Account Value", and replace it
with the following:

GRO Plus uses a mathematical formula that we operate in our sole discretion to
help manage your guarantees through all market cycles. We reserve the right to
change the mathematical formula at our sole discretion, subject to regulatory
approval if required. We also reserve the right to change the mathematical
formula with respect to existing programs, where allowed by law. Each Valuation
Day, the formula determines if any portion of your Account Value needs to be
transferred into or out of the Fixed Allocations, through reference to a
"reallocation trigger". At any given time, some, none, or all of your Account
Value may be allocated to the Fixed Allocations.

                                        2




With respect to any amounts held within the Fixed Allocations, we can give no
assurance how long the amounts will reside there or if such amounts will
transfer out of the Fixed Allocations. If you make additional Purchase Payments
to your Annuity, they will be allocated to the Sub-accounts according to your
allocation instructions. Such additional Purchase Payments may or may not cause
the formula to transfer money in or out of the Fixed Allocations. Once the
Purchase Payments are allocated to your Annuity, they will also be subject to
the mathematical formula, which may result in immediate transfers to or from the
Fixed Allocations, if dictated by the formula.

The amount that is transferred to and from the Fixed Allocations pursuant to the
mathematical formula depends upon a number of factors unique to your Annuity
(and is not necessarily directly correlated with the securities markets, bond
markets, or interest rates, in general) including:

     .    The difference between your Account Value (including any Market Value
          Adjustment) and your Protected Principal Value(s);

     .    The amount of time until the maturity of your guarantee(s);

     .    The amount invested in, and the performance of, the Sub-accounts;

     .    The amount invested in, and interest earned within, the Fixed
          Allocations;

     .    The current crediting rates associated with Fixed Allocations;

     .    Additional Purchase Payments, if any, that you make to the Annuity;
          and

     .    Withdrawals, if any, taken from the Annuity.

Any amounts invested in the Fixed Allocations will affect your ability to
participate in a subsequent recovery within the Sub-accounts. Conversely, the
Account Value may be higher at the beginning of the recovery, e.g. more of the
Account Value may have been protected from decline and volatility than it
otherwise would have been had the benefit not been elected.

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 Allocations.

You should be aware of the following potential ramifications of the reallocation
mechanism:

     .    Transfers of your Account Value can be frequent, and under some
          scenarios may occur on a daily basis. As indicated, each such transfer
          may be subject to a Market Value Adjustment, which can be positive or
          negative. Thus, a Market Value Adjustment will directly increase or
          reduce your Account Value.

     .    As indicated, we retain sole discretion under the allocation mechanism
          (the mathematical formula) to maintain some, or even all, of your
          Account Value in the Fixed Allocations. The greater the Account Value
          held in Fixed Allocations, the larger (in dollar terms) the Market
          Value Adjustment upon any transfer of such Account Value to the
          Sub-accounts.

Transfers do not impact any guarantees that have already been locked-in.

F. GRO - Allocation of Account Value. Under the section of the prospectus
entitled "Guaranteed Return Option ", we remove the first paragraph and the last
paragraph under "Key Feature - Allocation of Account Value", and replace it with
the following:

GRO uses a mathematical formula that we operate in our sole discretion to help
manage your guarantees through all market cycles. We reserve the right to change
the mathematical formula at our sole discretion, subject to regulatory approval
if required. We also reserve the right to change the mathematical formula with
respect to existing programs, where allowed by law. Each Valuation Day, the
formula determines if any portion of your Account Value needs to be transferred
into or out of the Fixed Allocations, through reference to a "reallocation
trigger". At any given time, some, none, or all of your Account Value may be
allocated to the Fixed Allocations. If your entire Account Value is transferred
to the Fixed Allocations, the formula will not transfer amounts out of the Fixed
Allocations to the Sub-accounts and the entire Account Value would remain in the
Fixed Allocations. If you make additional Purchase Payments to your Annuity,
they will be allocated to the Sub-accounts according to your allocation
instructions. Such additional Purchase Payments may or may not cause the formula
to transfer money in or out of the Fixed Allocations. Once the Purchase Payments
are allocated to your Annuity, they will also be subject to the mathematical
formula, which may result in immediate transfers to or from the Fixed
Allocations, if dictated by the formula.

                                        3




The amount that is transferred to and from the Fixed Allocations pursuant to the
mathematical formula depends upon a number of factors unique to your Annuity
(and is not necessarily directly correlated with the securities markets, bond
markets, or interest rates, in general) including:

     .    The difference between your Account Value (including any Market Value
          Adjustment) and your Protected Principal Value(s);

     .    The amount of time until the maturity of your guarantee(s);

     .    The amount invested in, and the performance of, the Sub-accounts;

     .    The amount invested in, and interest earned within, the Fixed
          Allocations;

     .    The current crediting rates associated with Fixed Allocations;

     .    Additional Purchase Payments, if any, that you make to the Annuity;
          and

     .    Withdrawals, if any, taken from the Annuity.

Any amounts invested in the Fixed Allocations will affect your ability to
participate in a subsequent recovery within the Sub-accounts. Conversely, the
Account Value may be higher at the beginning of the recovery, e.g. more of the
Account Value may have been protected from decline and volatility than it
otherwise would have been had the benefit not been elected.

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.

You should be aware of the following potential ramifications of the allocation
mechanism:

     .    Transfers of your Account Value can be frequent, and under some
          scenarios may occur on a daily basis. As indicated, each such transfer
          may be subject to a Market Value Adjustment, which can be positive or
          negative. Thus, a Market Value Adjustment will directly increase or
          reduce your Account Value.

     .    As indicated, we retain sole discretion under the allocation mechanism
          (the mathematical formula) to maintain some, or even all, of your
          Account Value in the Fixed Allocations. The greater the Account Value
          held in Fixed Allocations, the larger (in dollar terms) the Market
          Value Adjustment upon any transfer of such Account Value to the
          Sub-accounts.

Transfers do not impact your guarantees that have already been locked-in.

G. GRO Plus 2008 and HD GRO - Allocation of Account Value. Under the section of
the prospectus entitled "Guaranteed Return Option Plus 2008" and the section
entitled " Highest Daily GRO", we add the following to the end of the
sub-section entitled "Key Feature - Allocation of Account Value":

Each of Highest Daily Guaranteed Return Option (HD GRO) and Guaranteed Return
Option Plus 2008 (GRO Plus 2008) uses a pre-determined mathematical formula to
help manage your guarantees through all market cycles. Each Valuation Day, the
formula analyzes the difference between your Account Value and your guarantees,
as well as how long you have owned the benefit, and determines if any portion of
your Account Value needs to be transferred into or out of the AST Bond Portfolio
Sub-accounts (the "Bond Portfolios"). Therefore, at any given time, some, none,
or all of your Account Value may be allocated to the Bond Portfolios. If your
entire Account Value is transferred to the Bond Portfolios, then based on the
way the formula operates, the formula will not transfer amounts out of the Bond
Portfolios to the Sub-accounts and the entire Account Value would remain in the
Bond Portfolios. If you make additional Purchase Payments to your Annuity, they
will be allocated to the Sub-accounts according to your allocation instructions.
Such additional Purchase Payments may or may not cause the formula to transfer
money in or out of the Bond Portfolios. Once the Purchase Payments are allocated
to your Annuity, they will also be subject to the mathematical formula, which
may result in immediate transfers to or from the Bond Portfolios, if dictated by
the formula.

The amount that is transferred to and from the Bond Portfolios pursuant to the
mathematical formula depends upon a number of factors unique to your Annuity
(and is not necessarily directly correlated with the securities markets, bond
markets, or interest rates, in general) including:

     .    The difference between your Account Value and your Guarantee
          Amount(s);

     .    The amount of time until the maturity of your Guarantee(s);

     .    The amount invested in, and the performance of, the Permitted
          Sub-accounts;

                                        4




     .    The amount invested in, and the performance of, the Bond Portfolios;

     .    The discount rate used to determine the present value of your
          Guarantee(s);

     .    Additional Purchase Payments, if any, that you make to the Annuity;
          and

     .    Withdrawals, if any, taken from the Annuity.

Any amounts invested in the Bond Portfolios will affect your ability to
participate in a subsequent recovery within the Permitted Sub-accounts.
Conversely, the Account Value may be higher at the beginning of the recovery,
e.g. more of the Account Value may have been protected from decline and
volatility than it otherwise would have been had the benefit not been elected.

Transfers do not impact any guarantees that have already been locked-in.

H. Asset Transfer Component of HD5 - Allocation of Account Value. We replace the
section of the prospectus entitled "Asset Transfer Component of Highest Daily
Lifetime Five" with the following:

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 the 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, poor investment performance of your Account
Value may result in a transfer of a portion of your variable Account Value to
the Benefit Fixed Rate Account, because such poor investment performance will
tend to increase the Target Ratio. Moreover, "flat" investment returns of your
Account Value over a period of time also could result in the transfer of your
Account Value to the Benefit Fixed Rate Account. Because the amount allocated to
the Benefit Fixed Rate Account and the amount allocated to the Permitted
Sub-accounts each is a variable in the formula, the investment performance of
each affects whether a transfer occurs for your Annuity. In deciding how much to
transfer, we use another formula, which essentially seeks to re-balance amounts
held in the Permitted Sub-accounts and the 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

                                        5




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 between the Permitted Sub-accounts and the
          Benefit Fixed Rate Account; 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.

At any given time, some, none, or all of your Account Value may be allocated to
the Benefit Fixed Rate Account. If your entire Account Value is transferred to
the Benefit Fixed Rate Account, then based on the way the formula operates, the
formula will not transfer amounts out of the Benefit Fixed Rate Account to the
Permitted Sub-accounts and the entire Account Value would remain in the Benefit
Rate Fixed Account. If you make additional Purchase Payments to your Annuity,
they will be allocated to the Sub-accounts according to your allocation
instructions. Such additional Purchase Payments may or may not cause the formula
to transfer money in or out of the Benefit Fixed Rate Account. Once the Purchase
Payments are allocated to your Annuity, they will also be subject to the
mathematical formula, which may result in immediate transfers to or from the
Benefit Fixed Rate Account, if dictated by the formula.

The amount that is transferred to and from the Benefit Fixed Rate Account
pursuant to the mathematical formula depends upon a number of factors unique to
your Annuity (and is not necessarily directly correlated with the securities
markets, bond markets, or interest rates, in general) including:

     .    How long you have owned Highest Daily Lifetime Five;

     .    The performance of the Permitted Sub-accounts you have chosen;

     .    The performance of the Benefit Fixed Rate Account (i.e., the amount of
          interest credited to the Benefit Fixed Rate Account);

     .    The amount you have allocated to each of the Permitted Sub-accounts
          you have chosen;

     .    The amount you have allocated to the Benefit Fixed Rate Account;

     .    Additional Purchase Payments, if any, you make to your Annuity;

     .    Withdrawals, if any, you take from your Annuity (withdrawals are taken
          pro rata from your Account Value).

Any Account Value in the Benefit Fixed Rate Account will not be available to
participate in the investment experience of the Permitted Sub-accounts if there
is a recovery until it is moved out of the Benefit Fixed Rate Account.

The more of your Account Value allocated to the Benefit Fixed Rate Account under
the formula, the greater the impact of the performance of the Benefit Fixed Rate
Account in determining whether (and how much) of your Account Value is
transferred back to the Permitted Sub-accounts. Further, it is possible under
the formula, that if a significant portion your Account Value is allocated to
the Benefit Fixed Rate Account and that Account has good performance but the
performance of your Permitted Sub-accounts is negative, that the formula might
transfer your Account Value to the Permitted Sub-accounts. Thus, the converse is
true too (the more you have allocated to the

                                        6




Permitted Sub-accounts, the greater the impact of the performance of those
Sub-accounts will have on any transfer to the Benefit Fixed Rate Account).

I. Asset Transfer Component of HD7 and SHD7 - Allocation of Account Value. We
replace the sections of the prospectus entitled "Asset Transfer Component of
Highest Daily Lifetime Seven" and "Asset Transfer Component of Spousal Highest
Daily Lifetime Seven" (as applicable) with the following:

Asset Transfer Component of Highest Daily Lifetime Seven/Spousal 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/Spousal Highest Daily Lifetime
Seven. For purposes of the benefit, we refer to those permitted Sub-accounts as
the "Permitted Sub-accounts". As a requirement of participating in Highest Daily
Lifetime Seven/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 mathematical 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/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 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, poor investment performance of your Account
Value may result in a transfer of a portion of your variable Account Value to
the AST Investment Grade Bond Sub-account because such poor investment
performance will tend to increase the Target Ratio. Moreover, "flat" investment
returns of your Account Value over a period of time also could result in the
transfer of your Account Value from the Permitted Sub-accounts to the AST
Investment Grade Bond Sub-account. Because the amount allocated to the AST
Investment Grade Bond Sub-account and the amount allocated to the Permitted
Sub-accounts each is a variable in the formula, the investment performance of
each affects whether a transfer occurs for your Annuity. In deciding how much to
transfer, we use another formula, which essentially seeks to re-balance amounts
held in the Permitted Sub-accounts and the AST Investment Grade Bond Sub-account
so that the Target Ratio meets a target, which currently is equal to 80%. Once
you elect Highest Daily Lifetime Seven/Spousal Highest Daily Lifetime Seven, the
ratios we use will be fixed. For newly-issued Annuities that elect Highest Daily
Lifetime Seven/Spousal Highest Daily Lifetime Seven and existing Annuities that
elect Highest Daily Lifetime Seven/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
Highest Daily Lifetime Seven/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 between the Permitted Sub-accounts and the AST
          Investment Grade Bond Sub-account; or

                                        7




     .    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.

At any given time, some, none, or all of your Account Value may be allocated to
the AST Investment Grade Bond Sub-account. If your entire Account Value is
transferred to the AST Investment Grade Bond Sub-account, then based on the way
the formula operates, the formula will not transfer amounts out of the AST
Investment Grade Bond Sub-account to the Permitted Sub-accounts and the entire
Account Value would remain in the AST Investment Grade Bond Sub-account. If you
make additional Purchase Payments to your Annuity, they will be allocated to the
Sub-accounts according to your allocation instructions. Such additional Purchase
Payments may or may not cause the formula to transfer money in or out of the AST
Investment Grade Bond Sub-account. Once the Purchase Payments are allocated to
your Annuity, they will also be subject to the mathematical formula, which may
result in immediate transfers to or from the AST Investment Grade Bond
Sub-accounts, if dictated by the formula.

The amount that is transferred to and from the AST Investment Grade Bond
Sub-account pursuant to the mathematical formula depends upon a number of
factors unique to your Annuity (and is not necessarily directly correlated with
the securities markets, bond markets, or interest rates, in general) including:

     .    How long you have owned Highest Daily Lifetime Seven/Spousal Highest
          Daily Lifetime Seven;

     .    The performance of the Permitted Sub-accounts you have chosen;

     .    The performance of the AST Investment Grade Bond Sub-account;

     .    The amount you have allocated to each of the Permitted Sub-accounts
          you have chosen;

     .    The amount you have allocated to the AST Investment Grade Bond
          Sub-account;

     .    Additional Purchase Payments, if any, you make to your Annuity;

     .    Withdrawals, if any, you take from your Annuity (withdrawals are taken
          pro rata from your Account Value).

Any Account Value in the AST Investment Grade Bond Sub-account will not be
available to participate in the investment experience of the Permitted
Sub-accounts if there is a recovery until it is moved out of the AST Investment
Grade Bond Sub-account.

The more of your Account Value allocated to the AST Investment Grade Bond
Sub-account under the formula, the greater the impact of the performance of that
Sub-account in determining whether (and how much) of your Account Value is
transferred back to the Permitted Sub-accounts. Further, it is possible under
the formula, that if a significant portion your Account Value is allocated to
the AST Investment Grade Bond Sub-account and that Sub-account has good
performance but the performance of your Permitted Sub-accounts is negative, that
the formula might transfer your Account Value to the Permitted Sub-accounts.
Thus, the converse is true too (the more you have allocated to the Permitted
Sub-accounts, the greater the impact of the performance of those Sub-accounts
will have on any transfer to the AST Investment Grade Bond Sub-account).

                                        8



                                PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

 ADVANCED SERIES ADVISOR PLAN III
 ADVANCED SERIES APEX II
 ADVANCED SERIES XTRA CREDIT SIX
 ADVANCED SERIES LIFEVEST II
 ADVANCED SERIES ADVISORS CHOICE(R) 2000
 (marketed by some firms as "Advisors Select 2000")

                        Supplement, dated July 21, 2008
                                       To
                         Prospectus, dated May 1, 2008

 This supplement should be read and retained with the prospectus for your
 Annuity. If you would like another copy of the prospectus, please call us at
 1-888-PRU-2888.

 This supplement is being issued to describe enhancements that are being made
 to certain optional living benefits available under each of the
 above-referenced Annuities. The terms used in this supplement are defined in
 the Glossary of Terms in the prospectus. With respect to Highest Daily
 Lifetime Seven, we (a) revise the way that certain withdrawals of the Annual
 Income Amount are impacted by the Contingent Deferred Sales Charge ("CDSC")
 (b) add an optional death benefit, (the "Highest Daily Lifetime Seven with
 Beneficiary Income Option") (c) add an optional benefit that increases the
 Annual Income Amount if the owner qualifies for increased payments, (the
 "Highest Daily Lifetime Seven with Lifetime Income Accelerator") (d) increase
 the range of "permitted portfolios" that you may elect if you have chosen the
 benefit, with some restrictions and (e) modify the asset transfer formula
 under the benefit, to make clear that the Account Value may include amounts
 allocated to certain Fixed Rate Options. For Spousal Highest Daily Lifetime
 Seven, we (a) revise the way that certain withdrawals of the Annual Income
 Amount are impacted by CDSC (b) add an optional death benefit (the "Spousal
 Highest Daily Lifetime Seven with Beneficiary Income Option") (c) increase the
 range of "permitted portfolios" that you may elect if you have chosen the
 benefit, with some restrictions and (d) modify the asset transfer formula
 under the benefit, to make clear that the Account Value may include amounts
 allocated to certain Fixed Rate Options. The Highest Daily Lifetime Seven with
 Beneficiary Income Option and the Spousal Highest Daily Lifetime Seven with
 Beneficiary Income Option allow the beneficiary to continue to withdraw the
 Annual Income Amount until the Protected Withdrawal Value is depleted. Thus,
 the option may be appropriate for an Annuity Owner who wants to provide an
 additional death benefit option to his/her beneficiary.

 The Highest Daily Lifetime Seven with Lifetime Income Accelerator provides a
 benefit under which the Annuity Owner may withdraw double the Annual Income
 Amount once he/she meets the benefit's eligibility requirements (e.g., being
 confined to a qualified nursing facility or being unable to perform two daily
 life activities as defined below). Thus, this benefit may be appropriate for
 an Annuity Owner who may meet these requirements at a future date.

 Except as otherwise provided here, the description of each optional living
 benefit set forth in the May 1, 2008 prospectus remains unchanged.

 This supplement also discusses certain changes to the Advanced Series Lifevest
 II Annuity ("ASL II"). Specifically, we have removed limitations on the amount
 of the basic Death Benefit paid under ASLII when death occurs on or after the
 decedent's age 85. We are also adding a restriction that the ASLII Annuity is
 only available for purchase up to age 85.

 CHANGES TO HIGHEST DAILY LIFETIME SEVEN

 A. Addition of Death Benefit (HD Lifetime Seven with Beneficiary Income
    Option/SM/)

 For elections of Highest Daily Lifetime Seven on or after July 21, 2008, the
 Annuity Owner may opt for a death benefit, the value of which is linked to the
 Annual Income Amount under the benefit. As detailed below, a beneficiary
 taking the Annuity's death benefit under this feature is paid the Annual
 Income Amount until the Protected Withdrawal Value is depleted. (Note that the
 final payment, exhausting the Protected Withdrawal Value, may be less than the
 Annual Income Amount). If you choose the Highest Daily Lifetime Seven with
 Beneficiary Income Option, the maximum charge we may impose is 2.00% of
 Protected Withdrawal Value ("PWV") annually. We currently assess a charge of
 0.95% of PWV annually. See the table entitled "Your Optional Benefit Fees and
 Charges" in the prospectus for a description of all fees and charges related
 to optional benefits.



 1. To reflect this death benefit option, we add the following to the
    description of Highest Daily Lifetime Seven, immediately after the
    sub-section entitled Additional Tax Considerations:

 HD Lifetime Seven with Beneficiary Income Option/SM/

 We offer an optional death benefit feature under this benefit, the amount of
 which is linked to your Annual Income Amount. We refer to this optional death
 benefit as the Beneficiary Income Option or ("BIO"). You may choose Highest
 Daily Lifetime Seven without also selecting the Beneficiary Income Option
 death benefit. You must elect the Beneficiary Income Option death benefit at
 the time you elect Highest Daily Lifetime Seven. If you elect Highest Daily
 Lifetime Seven prior to your state's approval of the Beneficiary Income Option
 and would like to add this feature later, you must terminate the Highest Daily
 Lifetime Seven benefit and elect the Highest Daily Lifetime Seven with
 Beneficiary Income Option. If you elected the Highest Daily Lifetime Seven
 benefit, you will have a 90 day transition period from the date the
 Beneficiary Income Option is approved in your state of residence to terminate
 your Highest Daily Lifetime Seven benefit and elect the Highest Daily Lifetime
 benefit with Beneficiary Income Option. After the 90 day transition period,
 you may elect to add the Beneficiary Income Option on any anniversary of the
 Issue Date in accordance with the eligibility rules and restrictions described
 in the "Election of and Designations under the Program" section of the
 prospectus describing the Highest Daily Lifetime Seven benefit. If you
 terminate your Highest Daily Lifetime Seven benefit to elect the Highest Daily
 Lifetime Seven with Beneficiary Income Option benefit, you will lose the
 guarantees that you had accumulated under your Highest Daily Lifetime Seven
 benefit and will begin new guarantees under the Highest Daily Lifetime Seven
 with BIO benefit based on the Account Value as of the date the new benefit
 becomes active.

 If you elect this death benefit, you may not elect any other optional benefit.
 You may elect the Beneficiary Income Option death benefit so long as the
 Annuitant is no older than age 75 at the time of election. For purposes of
 this optional death benefit, we calculate the Annual Income Amount and
 Protected Withdrawal Value in the same manner that we do under Highest Daily
 Lifetime Seven itself (except that for XTra Credit SIX, we exclude from the
 Protected Withdrawal Value the amount of any Credit that was granted within 12
 months prior to death). Because the fee for this benefit is based on the
 Protected Withdrawal Value, the fee for Highest Daily Lifetime Seven with the
 beneficiary income option may be greater than it would have been based on the
 Account Value alone.

 Upon a death that triggers payment of a death benefit under the Annuity, we
 identify the following amounts: (a) the amount of the basic death benefit
 under the Annuity (b) the Protected Withdrawal Value and (c) the Annual Income
 Amount. If there were no withdrawals prior to the date of death, then we
 calculate the Protected Withdrawal Value for purposes of this death benefit as
 of the date of death, and we calculate the Annual Income Amount as if there
 were a withdrawal on the date of death. If there were withdrawals prior to the
 date of death, then we set the Protected Withdrawal Value and Annual Income
 Amount for purposes of this death benefit as of the date that we receive due
 proof of death.

 If there is one beneficiary, he/she must choose to receive either the basic
 death benefit (in a lump sum or other permitted form of distribution) or the
 Beneficiary Income Option death benefit (in the form of periodic payments of
 the Annual Income Amount - such payments may be annual or at other intervals
 that we permit). If there are multiple beneficiaries, each beneficiary is
 presented with the same choice. Thus, each beneficiary can choose to take
 his/her portion of either (a) the basic death benefit or (b) the Beneficiary
 Income Option death benefit. In order to receive the Beneficiary Income Option
 death benefit, each beneficiary's share of the death benefit proceeds must be
 allocated as a percentage of the total death benefit to be paid. We allow a
 beneficiary who has opted to receive the Annual Income Amount to designate
 another beneficiary, who would receive any remaining payments upon the former
 beneficiary's death. Note also that the final payment, exhausting the
 Protected Withdrawal Value, may be less than the Annual Income Amount.

 Here is an example to illustrate how the death benefit may be paid:

   .   Assume that (i) the basic death benefit is $50,000, the Protected
       Withdrawal Value is $100,000, and the Annual Income Amount is $5,000;
       (ii) there are two beneficiaries (the first designated to receive 75% of
       the death benefit and the second designated to receive 25% of the death
       benefit); (iii) the first beneficiary chooses to receive his/her portion
       of the death benefit in the form of the Annual Income Amount, and the
       second beneficiary chooses to receive his/her portion of the death
       benefit with reference to the basic death benefit.

   .   Under those assumptions, the first beneficiary will be paid a pro-rated
       portion of the Annual Income Amount for 20 years (the 20 year pay out
       period is derived from the $5,000 Annual Income Amount, paid each year
       until it exhausts the entire $100,000 Protected Withdrawal Value).

       The pro-rated portion of the Annual Income Amount, equal to $3,750
       annually (i.e., the first beneficiary's 75% share multiplied by $5000),
       is then paid each year for the 20 year period. Payment of $3,750 for 20
       years results in total payments of $75,000 (i.e., the first
       beneficiary's 75% share of the $100,000 Protected Withdrawal Value).

       The second beneficiary would receive 25% of the basic death benefit
       amount (or $12,500).

                                      2



 If you elect to terminate Highest Daily Lifetime Seven with Beneficiary Income
 Option, both Highest Daily Lifetime Seven and that death benefit option will
 be terminated. You may not terminate the death benefit option without
 terminating the entire benefit. If you terminate Highest Daily Lifetime Seven
 with Beneficiary Income Option, your ability to elect other optional living
 benefits will be affected as indicated in the "Election and Designations under
 the Program" section, above.

 2. We add the following as a new line item within the portion of the fee table
    entitled "Your Optional Benefit Fees and Charges" to reflect the fee for
    Highest Daily Lifetime Seven With Beneficiary Income Option:

 Highest Daily Lifetime Seven with Beneficiary Income Option: maximum charge of
 2.00% of PWV; current charge of 0.95% of PWV. *



        Total Maximum Charges                   Total Current Charges
- -------------------------------------  ---------------------------------------
                                        
ASAPIII:  1.25% of Sub-account net     ASAPIII:  1.25% of Sub-account net
            assets + 2.00% of PWV                assets + 0.95% of PWV
APEX II:  1.65% of Sub-account net     APEX II:  1.65% of Sub-account net
            assets + 2.00% of PWV                assets + 0.95% of PWV
ASL II:   1.65% of Sub-account net     ASL II:   1.65% of Sub-account net
            assets + 2.00% of PWV                assets + 0.95% of PWV
XT6:      1.65% of Sub-account net     XT6:      1.65% of Sub-account net
            assets + 2.00% of PWV                assets + 0.95% of PWV

- --------
 *  Highest Daily Lifetime Seven with Beneficiary Income Option. 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, 0.95% of PWV is in addition to 1.25% annual
    charge of amounts invested in the Sub-accounts (in Annuity Years 1-8) and
    0.65% annual charge of amounts invested in the Sub-accounts in subsequent
    Annuity Years. For APEX II and ASL II, 0.95% of PWV is in addition to 1.65%
    annual charge of amounts invested in the Sub-accounts. For XT6, 0.95% of
    PWV is in addition to 1.65% annual charge of amounts invested in the
    Sub-accounts in Annuity Years 1-10 and 0.65% annual charge of amounts
    invested in the Sub-accounts in subsequent Annuity Years.

B. Addition of Lifetime Income Accelerator Feature (HD Lifetime Seven with
   Lifetime Income Accelerator/SM/).

 1. The following is added at the end of the section concerning Highest Daily
    Lifetime Seven.

 HD Lifetime Seven with Lifetime Income Accelerator/SM/. We offer another
 version of Highest Daily Lifetime Seven that we call Highest Daily Lifetime
 Seven with Lifetime Income Accelerator ("Highest Daily Lifetime Seven with
 LIA"). This version is only being offered in those jurisdictions where we have
 received regulatory approval and will be offered subsequently in other
 jurisdictions when we receive regulatory approval in those jurisdictions.
 Highest Daily Lifetime Seven with LIA is offered as an alternative to other
 lifetime withdrawal options. If you elect this benefit, you may not elect any
 other optional benefit. The income benefit under Highest Daily Lifetime Seven
 with LIA currently is based on a single "designated life" who is between the
 ages of 55 and 75 on the date that the benefit is elected. If you elected the
 Highest Daily Lifetime Seven benefit prior to your state's approval of LIA,
 you will have a 90 day transition period from the date the Highest Daily
 Lifetime Seven with Lifetime Income Accelerator is approved in your state of
 residence to terminate your Highest Daily Lifetime Seven benefit and elect the
 Highest Daily Lifetime Seven with LIA benefit. After the 90 day transition
 period, you may elect to add the Lifetime Income Accelerator option on any
 anniversary of the Issue Date in accordance with the eligibility rules and
 restrictions described in the "Election of and Designations under the Program"
 section of the prospectus describing the Highest Daily Lifetime Seven benefit.
 If you terminate your Highest Daily Lifetime Seven Benefit to elect the
 Highest Daily Lifetime Seven with LIA benefit, you will lose the guarantees
 that you had accumulated under your Highest Daily Lifetime Seven benefit and
 will begin the new guarantees under the Highest Daily Lifetime Seven benefit
 with LIA based on the account value as of the date the new benefit becomes
 active.

 Highest Daily Lifetime Seven with LIA guarantees, until the death of the
 single designated life, the ability to withdraw an amount equal to double the
 Annual Income Amount (which we refer to as the "LIA Amount") if you meet the
 conditions set forth below. If you choose the Highest Daily Lifetime Seven
 with LIA, the maximum charge is 2.00% of Protected Withdrawal Value ("PWV")
 annually. We deduct the current charge (0.95% of PWV) 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 0.2375% 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
 with LIA 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 below.

 If this benefit is being elected on an Annuity held as a 403 (b) plan, then in
 addition to meeting the eligibility requirements listed below for the LIA
 Amount you must separately qualify for distributions from the 403 (b) plan
 itself.

 You may choose Highest Daily Lifetime Seven without also electing LIA, however
 you may not elect LIA without Highest Daily Lifetime Seven. All terms and
 conditions of Highest Daily Lifetime Seven apply to this version of the
 benefit, except as described herein. Currently, if you elect Highest Daily
 Lifetime Seven with LIA and subsequently terminate the benefit, you will be
 able to

                                      3



 re-elect Highest Daily Lifetime Seven with LIA but all conditions of the
 benefit described below must be met, and you may be subject to a waiting
 period until you can elect this or another lifetime withdrawal benefit.

 Eligibility Requirements for LIA Amount. Both a waiting period of 36 months,
 from the benefit effective date, and an elimination period of 120 days, from
 the date of notification that one or both of the requirements described
 immediately below have been met, apply before you can become eligible for the
 LIA Amount. Assuming the 36 month waiting period has been met and we have
 received the notification referenced in the immediately preceding sentence,
 the LIA amount would be available for withdrawal on the Valuation Day
 immediately after the 120/th/ day. The waiting period and the elimination
 period may run concurrently. In addition to satisfying the waiting and
 elimination period, either or both of the following requirements ("LIA
 conditions") must be met. It is not necessary to meet both conditions:

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

   (2) The designated life is unable to perform two or more basic abilities of
   caring for oneself or "activities of daily living." We define these basic
   abilities as:

   i. Eating: Feeding oneself by getting food into the body from a receptacle
   (such as a plate, cup or table) or by a feeding tube or intravenously.

   ii. Dressing: Putting on and taking off all items of clothing and any
   necessary braces, fasteners or artificial limbs.

   iii. Bathing: Washing oneself by sponge bath; or in either a tub or shower,
   including the task of getting into or out of the tub or shower.

   iv. Toileting: Getting to and from the toilet, getting on and off the
   toilet, and performing associated personal hygiene.

   v. Transferring: Moving into or out of a bed, chair or wheelchair.

   vi. Continence: Maintaining control of bowel or bladder function; or when
   unable to maintain control of bowel or bladder function, the ability to
   perform personal hygiene (including caring for catheter or colostomy bag).

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

 Additionally, we will reassess your eligibility on an annual basis although
 your LIA benefit for the year that immediately precedes our reassessment will
 not be affected if it is determined that you are no longer eligible. Your
 first reassessment may occur in the same year as your initial assessment. If
 we determine you are no longer eligible to receive the LIA Amount, upon the
 next Annuity Anniversary the Annual Income Amount would replace the LIA
 Amount. There is no limit on the number of times you can become eligible for
 the LIA Amount, however, each time would require the completion of the 120-day
 elimination period, notification that the designated life meets the LIA
 conditions, and determination, through our then current administrative
 process, that you are eligible for the LIA Amount, each as described above.

 LIA amount at the first Withdrawal. If your first withdrawal subsequent to
 election of Highest Daily Lifetime Seven with LIA occurs while you are
 eligible for the LIA Amount, the available LIA Amount is equal to double the
 Annual Income Amount.

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

 Withdrawals In Excess of the LIA amount. If your cumulative withdrawals in an
 Annuity Year are in excess of the LIA Amount when you are eligible ("Excess
 Withdrawal"), your LIA Amount in subsequent years will be reduced (except with
 regard to required minimum distributions) by the result of the ratio of the
 excess portion of the withdrawal to the Account Value immediately prior to the
 Excess Withdrawal. Reductions include the actual amount of the withdrawal,
 including any CDSC that may apply. Withdrawals of any amount up to and
 including the LIA Amount will reduce the Protected Withdrawal Value by the

                                      4



 amount of the withdrawal. Excess Withdrawals will reduce the Protected
 Withdrawal Value by the same ratio as the reduction to the LIA Amount. Any
 withdrawals that are less than or equal to the LIA amount (when eligible) but
 in excess of the free withdrawal amount available under this Annuity will not
 incur a CDSC.

 Withdrawals are not required. However, subsequent to the first withdrawal, the
 LIA Amount is not increased in subsequent Annuity Years if you decide not to
 take a withdrawal in an Annuity Year or take withdrawals in an Annuity Year
 that in total are less than the LIA Amount.

 Purchase Payments. If you are eligible for the LIA Amount as described under
 "Eligibility Requirements for LIA Amount" and you make an additional Purchase
 Payment, we will increase your LIA Amount by double the amount we add to your
 Annual Income Amount.

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

 Guarantee Payments. If your Account Value is reduced to zero as a result of
 cumulative withdrawals that are equal to or less than the LIA Amount, or as a
 result of the fee that we assess for Highest Daily Lifetime Seven with LIA,
 and there is still a LIA Amount available, we will make an additional payment
 for that Annuity Year equal to the remaining LIA Amount. Thus, in that
 scenario, the remaining LIA Amount would be payable even though your Account
 Value was reduced to zero. In subsequent Annuity Years we make payments that
 equal the LIA Amount as described in this section. We will make payments until
 the death of the single designated life. Should the designated life no longer
 qualify for the LIA amount (as described under "Eligibility Requirements for
 LIA Amount" above), the Annual Income Amount would continue to be available.
 Subsequent eligibility for the LIA Amount would require the completion of the
 120 day elimination period as well as meeting the LIA conditions listed above
 under "Eligibility Requirements for LIA Amount". To the extent that cumulative
 withdrawals in the current Annuity Year that reduce your Account Value to zero
 are more than the LIA Amount (except in the case of required minimum
 distributions), Highest Daily Lifetime Seven with LIA terminates, and no
 additional payments are made.

 Annuity Options. In addition to the Highest Daily Lifetime Seven Annuity
 Options described above, after the 10th benefit anniversary you may also
 request that we make annuity payments each year equal to the Annual Income
 Amount. In any year that you are eligible for the LIA Amount, we make annuity
 payments equal to the LIA Amount. If you would receive a greater payment by
 applying your Account Value to receive payments for life under your Annuity,
 we will pay the greater amount. Prior to the 10th benefit anniversary this
 option is not available.

 We will continue to make payments until the death of the Designated Life. If
 this option is elected, the Annual Income Amount and LIA Amount will not
 increase after annuity payments have begun.

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

 2. We add the following as a new line item within the portion of the fee table
    entitled "Your Optional Benefit Fees and Charges" to reflect the fee for
    Highest Daily Lifetime Seven With Optional Lifetime Income Accelerator:

 Highest Daily Lifetime Seven w/Optional Lifetime Income Accelerator: maximum
 charge of 2.00% of PWV; current charge of 0.95% of PWV. *



         Total Maximum Charges                   Total Current Charges
- ---------------------------------------  -------------------------------------
                                          
ASAPIII:  1.25% of Sub-account net       ASAPIII:  1.25% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV
APEX II:  1.65% of Sub-account net       APEX II:  1.65% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV
ASL II:   1.65% of Sub-account net       ASL II:   1.65% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV
XT6:      1.65% of Sub-account net       XT6:      1.65% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV

- --------
 *  Highest Daily Lifetime Seven With Lifetime Income Accelerator. 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, 0.95% of PWV is in addition to 1.25% annual
    charge of amounts invested in the Sub-accounts (in Annuity Years 1-8) and
    0.65% annual charge of amounts invested in the Sub-accounts in subsequent
    Annuity Years. For APEX II and ASL II, 0.95% of PWV is in addition to 1.65%
    annual charge of amounts invested in the Sub-accounts. For XT6, 0.95% of
    PWV is in addition to 1.65% annual charge of amounts invested in the
    Sub-accounts in Annuity Years 1-10 and 0.65% annual charge of amounts
    invested in the Sub-accounts in subsequent Annuity Years.

                                      5



 C. Revision to the way that certain withdrawals of the Annual Income Amount
    are impacted by CDSC

 We add the following as the last sentence of the first paragraph under the
 sub-section entitled "Key Feature - Annual Income Amount under the Highest
 Daily Lifetime Seven Benefit" to make clear that no withdrawal of the Annual
 Income Amount (provided such withdrawal does not constitute Excess Income)
 will be subject to a CDSC:

 Note that if your withdrawal of the Annual Income Amount in a given Annuity
 Year exceeds the applicable free withdrawal amount under the Annuity (but is
 not considered Excess Income), we will not impose any CDSC on the amount of
 that withdrawal.

 D. Revised Asset Transfer Formula for Highest Daily Lifetime Seven and Spousal
    Highest Daily Lifetime Seven

 For elections of Highest Daily Lifetime Seven on or after July 21, 2008, the
 asset transfer formula differs from that set forth in the May 1, 2008
 prospectus. The revised formula reflects the fact that Account Value may
 include amounts allocated to certain Fixed Rate Options. Currently, no Fixed
 Rate Options are available for use with Highest Daily Lifetime Seven and
 Spousal Highest Daily Lifetime Seven.

 Here is the revised formula (the Table of "a" factors remains the same):

 Terms and Definitions referenced in the calculation formula:

   .   Cu - 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%.

   .   Ct - the target is established on the Effective Date and is not changed
       for the life of the guarantee. Currently, it is 80%.

   .   Cl - 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\\v\\ - the total value of all Permitted Sub-accounts in the Annuity.

   .   V\\F\\ the total value of all elected Fixed Rate Options 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 Account Value (V\\V\\ + V\\F\\) 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\\V\\ + V\\F\\).

   .   If r (greater than) Cu, assets in the Permitted Sub-accounts are
       transferred to the AST Investment Grade Bond Portfolio Sub-account.


                                      6



   .   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\\V\\ + V\\F\\), [L - B -        Money is transferred from the
 (V\\V\\ + V\\F\\) * Ct] / (1-Ct))}          elected Sub-accounts and Fixed
                                             Rate Options to the Transfer
                                             Account

 T = {Min (B,-[L - B -(V\\V\\ + V\\F\\)*     Money is transferred from the
 C\\t\\] / (1-C\\t\\))}                      Transfer Account to the elected
                                             Sub-accounts

 CHANGES TO SPOUSAL HIGHEST DAILY LIFETIME SEVEN

 1. We add the following, immediately after the section entitled "Additional
    Tax Considerations":

A. Addition of Death Benefit (Spousal HD Lifetime Seven with Beneficiary Income
   Option/SM/)

 The Annuity Owner may opt for a death benefit, the value of which is linked to
 the Annual Income Amount under the benefit. We refer to the death benefit as
 the Beneficiary Income Option. As detailed below, a beneficiary taking the
 Annuity's death benefit under this feature is paid the Annual Income Amount
 until the Protected Withdrawal Value is depleted. (Note that the final
 payment, exhausting the Protected Withdrawal Value, may be less than the
 Annual Income Amount). If you choose the Spousal Highest Daily Lifetime Seven
 with Beneficiary Income Option the maximum charge we may impose is 2.00% of
 Protected Withdrawal Value ("PWV") annually. However, we impose a current
 charge of 0.95% of PWV annually. To reflect this death benefit option, we add
 the following to the description of Spousal Highest Daily Lifetime Seven:

 Spousal HD Lifetime Seven with Beneficiary Income Option/SM/

 We offer an optional death benefit feature under this benefit, the amount of
 which is linked to your Annual Income Amount. You may choose Spousal Highest
 Daily Lifetime Seven without also selecting the Beneficiary Income Option
 death benefit ("BIO"). If you elect Spousal Highest Daily Lifetime Seven
 without the Beneficiary Income Option and would like to add this feature
 later, you must terminate the Spousal Highest Daily Lifetime Seven benefit and
 elect the Spousal Highest Daily Lifetime Seven with Beneficiary Income Option.
 If you elected the Spousal Highest Daily Lifetime Seven benefit prior to your
 state's approval of BIO, you will have a 90 day transition period from the
 date the Beneficiary Income Option is approved in your state of residence to
 terminate your Spousal Highest Daily Lifetime Seven benefit and elect the
 Spousal Highest Daily Lifetime Seven benefit with Beneficiary Income Option.
 After the 90 day transition period, you may elect to add the Beneficiary
 Income Option on any anniversary of the Issue Date in accordance with the
 eligibility rules and restrictions described in the "Election of and
 Designations under the Program" section of the prospectus describing the
 Highest Daily Lifetime Seven benefit. If you terminate your Spousal Highest
 Daily Lifetime Seven benefit to elect the Spousal Highest Daily Lifetime Seven
 with Beneficiary Income Option benefit, you will lose all guarantees under the
 Spousal Highest Daily Lifetime Seven benefit, and will begin new guarantees
 under the Spousal Highest Daily Lifetime Seven with BIO based on the Account
 Value as of the date the new benefit becomes active.

 If you elect the Beneficiary Income Option death benefit, you may not elect
 any other optional benefit. You may elect the Beneficiary Income Option death
 benefit so long as each Designated Life is no older than age 75 at the time of
 election. This death benefit is not transferable in the event of a divorce,
 nor may the benefit be split in accordance with any divorce proceedings or
 similar instrument of separation. Since this fee is based on the Protected
 Withdrawal Value, the fee for Spousal Highest Daily Lifetime Seven with BIO
 may be greater than it would have been, had it been based on the Account Value
 alone.

 For purposes of the Beneficiary Income Option death benefit, we calculate the
 Annual Income Amount and Protected Withdrawal Value in the same manner that we
 do under Spousal Highest Daily Lifetime Seven itself (except that for XTra
 Credit SIX, we exclude from the Protected Withdrawal Value the amount of any
 Credit that was granted within 12 months prior to death). Upon the first death
 of a Designated Life, no amount is payable under the Beneficiary Income Option
 death benefit. Upon the second death of a Designated Life, we identify the
 following amounts: (a) the amount of the base death benefit under the Annuity
 (b) the Protected Withdrawal Value and (c) the Annual Income Amount. If there
 were no withdrawals prior to the date of death, then we calculate the
 Protected Withdrawal Value for purposes of this death benefit as of the date
 of death, and we calculate the Annual Income Amount as if there were a
 withdrawal on the date of death. If there were withdrawals prior to the date
 of death, then we set the Protected Withdrawal Value and Annual Income Amount
 for purposes of this death benefit as of the date that we receive due proof of
 death.


                                      7



 If there is one beneficiary, he/she must choose to receive either the base
 death benefit (in a lump sum or other permitted form of distribution) or the
 Beneficiary Income Option death benefit (in the form of annual payment of the
 Annual Income Amount - such payments may be annual or at other intervals that
 we permit). If there are multiple beneficiaries, each beneficiary is presented
 with the same choice. Thus, each beneficiary can choose to take his/her
 portion of either (a) the basic death benefit or (b) the Beneficiary Income
 Option death benefit. In order to receive the Beneficiary Income Option death
 benefit, each beneficiary's share of the death benefit proceeds must be
 allocated as a percentage of the total death benefit to be paid. We allow a
 beneficiary who has opted to receive the Annual Income Amount to designate
 another beneficiary, who would receive any remaining payments upon the former
 beneficiary's death. Note also that the final payment, exhausting the
 Protected Withdrawal Value, may be less than the Annual Income Amount.

 Here is an example to illustrate how the death benefit may be paid:

   .   Assume that (i) the basic death benefit is $50,000, the Protected
       Withdrawal Value is $100,000, and the Annual Income Amount is $5,000;
       (ii) there are two beneficiaries (the first designated to receive 75% of
       the death benefit and the second designated to receive 25% of the death
       benefit); (iii) the first beneficiary chooses to receive his/her portion
       of the death benefit in the form of the Annual Income Amount, and the
       second beneficiary chooses to receive his/her portion of the death
       benefit with reference to the basic death benefit.

   .   Under those assumptions, the first beneficiary will be paid a pro-rated
       portion of the Annual Income Amount for 20 years (the 20 year pay out
       period is derived from the $5,000 Annual Income Amount, paid each year
       until it exhausts the entire $100,000 Protected Withdrawal Value).

       The pro-rated portion of the Annual Income Amount equal to $3,750 (i.e.,
       the first beneficiary's 75% share multiplied by $5,000) is then paid
       each year for the 20 year period. Payment of $3,750 for 20 years results
       in total payments of $75,000 (i.e., the first beneficiary's 75% share of
       the $100,000 Protected Withdrawal Value).

       The second beneficiary would receive 25% of the basic death benefit
       amount (or $12,500).

 If you elect to terminate Spousal Highest Daily Lifetime Seven with
 Beneficiary Income Option, both Spousal Highest Daily Lifetime Seven and that
 death benefit option will be terminated. You may not terminate the death
 benefit option without terminating the entire benefit. If you terminate
 Spousal Highest Daily Lifetime Seven with Beneficiary Income Option, your
 ability to elect other optional living benefits will be affected as indicated
 in the "Election and Designations under the Program" section, above.

 2. We add the following as a new line item within the portion of the fee table
    entitled "Your Optional Benefit Fees and Charges" to reflect the fee for
    Spousal Highest Daily Lifetime Seven With Beneficiary Income Option:

 Spousal Highest Daily Lifetime Seven w/Beneficiary Income Option: maximum
 charge of 2.00% of PWV; current charge of 0.95% of PWV. *



         Total Maximum Charges                   Total Current Charges
- ---------------------------------------  -------------------------------------
                                          
ASAPIII:  1.25% of Sub-account net       ASAPIII:  1.25% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV
APEX II:  1.65% of Sub-account net       APEX II:  1.65% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV
ASL II:   1.65% of Sub-account net       ASL II:   1.65% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV
XT6:      1.65% of Sub-account net       XT6:      1.65% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV

- --------
 *  Spousal Highest Daily Lifetime Seven With Beneficiary Income Option. 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, 0.95% of PWV is in addition to
    1.25% annual charge of amounts invested in the Sub-accounts (in Annuity
    Years 1-8) and 0.65% annual charge of amounts invested in the Sub-accounts
    in subsequent Annuity Years. For APEX II and ASL II, 0.95% of PWV is in
    addition to 1.65% annual charge of amounts invested in the Sub-accounts.
    For XT6, 0.95% of PWV is in addition to 1.65% annual charge of amounts
    invested in the Sub-accounts in Annuity Years 1-10 and 0.65% annual charge
    of amounts invested in the Sub-accounts in subsequent Annuity Years.

 B. Revision to the way that certain withdrawals of the Annual Income Amount
    are impacted by CDSC

 We add the following as the last sentence of the first paragraph under the
 sub-section entitled "Key Feature - Annual Income Amount under the Spousal
 Highest Daily Lifetime Seven Benefit" to make clear that no withdrawal of the
 Annual Income Amount (provided such withdrawal does not constitute Excess
 Income) will be subject to a CDSC:

Note that if your withdrawal of the Annual Income Amount in a given Annuity
Year exceeds the applicable free withdrawal amount under the Annuity (but is
not considered Excess Income), we will not impose any CDSC on the amount of
that withdrawal.


                                      8



 C. Revised Asset Transfer Formula for Highest Daily Lifetime Seven and Spousal
    Highest Daily Lifetime Seven

 For elections of Spousal Highest Daily Lifetime Seven on or after July 21,
 2008, the asset transfer formula differs from that set forth in the May 1,
 2008 prospectus. See the section above under Highest Daily Lifetime Seven for
 the revised formula.

 EXPANDED GROUP OF AVAILABLE FUNDS

 Under Investment Options, What Are the Investment Objectives And Policies Of
 The Portfolios?, we make the revisions appearing below.

 1. We replace the sentence stating "[t] following chart lists the currently
    available and permitted investment options . . ." with the following:

 As a condition to your participating in certain of our optional benefits, we
 limit the investment options to which you may allocate your Account Value.
 Broadly speaking, we offer two groups of permitted funds. Under the first
 group, your allowable investment options are more limited, but you are not
 subject to mandatory quarterly re-balancing. Under the second group, you may
 allocate your Account Value between a broader range of investment options, but
 must participate in quarterly re-balancing. The set of tables immediately
 below describes the first category of permitted investment options. The second
 set of tables describes the second category, under which:

 (a) you must allocate at least 20% of your Account Value to certain fixed
     income portfolios (currently, the AST PIMCO Total Return Bond Portfolio
     and the AST Western Asset Core Plus Bond Portfolio).

 (b) you may allocate up to 80% in the equity and other portfolios listed in
     the table below.

 (c) on each quarter (or the next Valuation Day, if the quarter-end is not a
     Valuation Day), we will automatically re-balance your Account Value, so
     that the percentages devoted to each Portfolio remain the same as those in
     effect on the immediately preceding quarter-end. Note that on the first
     quarter-end following your participation in the Optional Allocation and
     Rebalancing Program, we will re-balance your Account Value so that the
     percentages devoted to each Portfolio remain the same as those in effect
     when you began the Optional Allocation and Rebalancing Program.

 (d) between quarter-ends, you may re-allocate your Account Value among the
     investment options permitted within this category. If you reallocate, the
     next quarterly rebalancing will restore the percentages to those of your
     most recent reallocation.

 While those who do not participate in any optional benefit generally may
 invest in any of the investment options described in this prospectus, only
 those who participate in Highest Daily Lifetime Seven and Spousal Highest
 Daily Lifetime Seven may participate in the second category (along with its
 attendant re-balancing requirement). This second category is called our
 "Optional Allocation and Rebalancing Program." If you participate in the
 Optional Allocation and Rebalancing Program, you may not participate in a
 Dollar Cost Averaging Program or Automatic Rebalancing Program. We may modify
 or terminate the Optional Allocation and Rebalancing Program at any time. Any
 such modification or termination will (i) be implemented only after we have
 notified you in advance (ii) not affect the guarantees you had accrued under
 Highest Daily Lifetime Seven or Spousal Highest Daily Lifetime Seven or your
 ability to continue to participate in those optional benefits and (iii) not
 require you to transfer Account Value out of any Portfolio in which you
 participated immediately prior to the modification or termination.

                                      9



 The following chart lists the currently available and permitted investment
 options when you choose certain optional benefits/1/:

                    Group I: Allowable Benefit Allocations
- --------
/1/  Fund availability may vary by annuity.


                                          

  Optional Benefit Name/2/                    Allowable Benefit Allocations
  Lifetime Five Income Benefit                AST Academic Strategies Asset
  Spousal Lifetime Five Income Benefit        Allocation Portfolio
  Highest Daily Lifetime Five Income          AST Capital Growth Asset
  Benefit                                     Allocation Portfolio
                                              AST Balanced Asset Allocation
  Highest Daily Lifetime Seven Income         Portfolio
  Benefit                                     AST Focus Four Plus Portfolio
                                              AST Preservation Asset Allocation
  Spousal Highest Daily Lifetime Seven        Portfolio
  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 Schroders Multi-Asset World
                                              Strategies 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
 --------------------------------------------------------------------------------

  Combo 5% Rollup & HAV Death Benefit         All investment options permitted,
                                              EXCEPT these:
  Guaranteed Minimum Income Benefit           ProFund VP UltraNASDAQ-100
  Guaranteed Minimum Withdrawal Benefit       ProFund VP UltraSmall Cap
  GRO/GRO PLUS/GRO PLUS 2008                  ProFund VP Semiconductor
  Highest Anniversary Value Death Benefit     ProFund VP Internet
                                              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
 --------------------------------------------------------------------------------

                                              Additional 5 investment options
                                              NOT permitted with GRO Plus 2008
  GRO Plus 2008                               & Highest Daily GRO
  Highest Daily GRO                           ProFund VP Ultra Mid-Cap
                                              ProFund VP Precious Metals
                                              ProFund VP NASDAQ-100
                                              ProFund VP Asia 30
                                              ProFund VP Short NASDAQ-100
 --------------------------------------------------------------------------------

             Group II: Optional Allocation and Rebalancing Program

  Optional Benefit Name/2/                    Allowable Benefit Allocations
  Highest Daily Lifetime Seven                AST Academic Strategies Asset
  Spousal Highest Daily Lifetime Seven        Allocation
                                              AST Advanced Strategies
                                              AST Aggressive Asset Allocation
                                              AST AllianceBernstein Core Value
                                              AST AllianceBernstein Growth &
                                              Income
 --------------------------------------------------------------------------------

/2/  Detailed Information regarding these optional benefits can be found in the
     "Living Benefits" and "Death Benefits" sections of this prospectus.

                                      10




                                            AST American Century Income &
                                            Growth
                                            AST Balanced Asset Allocation
                                            AST Capital Growth Asset
                                            Allocation
                                            AST CLS Growth Asset Allocation
                                            AST CLS Moderate Asset Allocation
                                            AST Cohen & Steers Realty
                                            AST DeAM Large-Cap Value
                                            AST Federated Aggressive Growth
                                            AST First Trust Balanced Target
                                            AST First Trust Capital
                                            Appreciation Target
                                            AST Focus Four Plus
                                            AST Global Real Estate
                                            AST Goldman Sachs Concentrated
                                            Growth
                                            AST Goldman Sachs Mid-Cap Growth
                                            AST Goldman Sachs Small-Cap Value
                                            AST High Yield
                                            AST Horizon Growth Asset
                                            Allocation
                                            AST Horizon Moderate Asset
                                            Allocation
                                            AST International Growth
                                            AST International Value
                                            AST 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 / LSV Midcap
                                            Value
                                            AST Neuberger Berman Small-Cap
                                            Growth
                                            AST Niemann Capital Growth Asset
                                            Allocation
                                            AST Parametric Emerging Markets
                                            Equity
                                            AST PIMCO Limited Maturity Bond
                                            AST PIMCO Total Return Bond
                                            AST Preservation Asset Allocation
                                            AST QMA US Equity Alpha
                                            AST Schroders Multi-Asset World
                                            Strategies Portfolio
                                            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
                                            Franklin Templeton VIP Founding
                                            Funds Allocation Fund
                                            ProFund VP Consumer Goods
                                            ProFund VP Consumer Services
                                            ProFund VP Financials
                                            ProFund VP Health Care
                                            ProFund VP Industrials
                                            ProFund VP Large-Cap Growth
                                            ProFund VP Large-Cap Value
                                            ProFund VP Mid-Cap Growth
                                            ProFund VP Mid-Cap Value
                                            ProFund VP Real Estate
                                            ProFund VP Small-Cap Growth
                                            ProFund VP Small-Cap Value
                                            ProFund VP Telecommunications
                                            ProFund VP Utilities

                                      11



 CHANGES TO THE ASLII ANNUITY

 We make the following revisions to the prospectus in order to remove
 limitations on the amount of the basic Death Benefit paid under our ASLII
 Annuity when death occurs on or after the decedent's age 85. We are also
 adding a restriction that the ASLII Annuity is only available for purchase up
 to age 85.

   .   Within the section "Purchasing Your Annuity," within the subsection
       "What Are Our Requirements for Purchasing One of the Annuities?," we
       replace the paragraph entitled "Age Restrictions" with the following:

 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 and ASL II. 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.

   .   Within the section "Death Benefit," within the subsection "Basic Death
       Benefit," we replace the last three paragraphs with the following:

 For ASAP III, APEX II and XT6 Annuities, the existing basic Death Benefit (for
 all decedent ages) 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).

 For ASL II Annuities issued before July 21, 2008,where death occurs before the
 decedent's age 85, the basic Death Benefit is the greater of:

   .   The sum of all Purchase Payments 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.

 For ASL II Annuities issued before July 21, 2008 where death occurs after the
 decedent's age 85, the Death Benefit is (a) your Account Value (for Annuities
 other than those issued in New York) or (b) your Account Value in the
 Sub-accounts plus your Interim Value in the Fixed Allocations (for Annuities
 issued in New York only).

 For ASL II Annuities issued on or after July 21, 2008, subject to regulatory
 approval, the basic Death Benefit is the greater of:

   .   The sum of all Purchase Payments 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.

 "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.

                                      12



                                    PART II

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Registration Fees

In this registration statement, Prudential Annuities Life Assurance Corporation
is registering $50,000,000 ($50 million) of securities and paying a filing fee
of $2,790 therefor.

Federal Taxes

Prudential Annuities Life Assurance Corporation estimated the federal tax
effect associated with the deferred acquisition costs attributable to receipt
of $1 million of purchase payments over a two year period to be approximately
$74,000.

State Taxes

Prudential Annuities Life Assurance Corporation estimated that approximately
$1,500,000 in premium taxes would be owed upon receipt of purchase payments
under the contracts if the full $50,000,000 ($50 million) of the securities
registered herein would be applied to annuity options.



Printing Costs

Printing costs are largely inapplicable, because this filing is merely designed
to file an updated Form S-3 registration statement.

Legal Costs

This registration statement was prepared by Prudential attorneys whose time is
allocated to Prudential Annuities Life Assurance Corporation.

Accounting Costs

PricewaterhouseCoopers LLP, the independent registered public accounting firm
that audits Prudential Annuities Life Assurance Corporation's financial
statements, will charge approximately $715 in connection with the filing of
this registration statement with the Commission.

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 reasonably 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

(a) Exhibits

(1)Form of Distribution Agreement between Prudential Annuities Distributors,
   Inc. and Prudential Annuities Life Assurance Corporation. (Note 2)

(3)Articles of Incorporation and by-laws. (Note 3)

(4)Instruments defining the rights of security holders, including indentures
   incorporated by reference to Registration Statements. (Note 1)

(5)Opinion of Counsel as to legality of the securities being registered. (Note
   1)

(23)Written consent of PricewaterhouseCoopers LLP, Independent accountants
    (Note 1)

(24)(a) Power of Attorney for James J. Avery. (Note 5)

   (b) Power of Attorney for Helen M. Galt. (Note 5)

   (c) Power of Attorney for Bernard J. Jacob. (Note 5)

   (e) Power of Attorney for Stephen Pelletier. (Note 5)

   (g) Power of Attorney for Kenneth Y. Tanji. (Note 5)



- --------

(Note 1) Filed herewith.

(Note 2) Underwriting agreement incorporated by reference to Post-Effective
      Amendment No. 1 to Registration Statement No. 333-25733, filed via EDGAR,
      March 2, 1998.

(Note 3) Incorporated by reference to Post-Effective Amendment No. 6 to
      Registration Statement No. 33-87010 filed via EDGAR March 2, 1998.

(Note 4) Filed here with. (Choice)

(Note 5) Incorporated by reference to Registration Statement filed on Form S-3
      Registration No. 333-158017, filed March 16, 2009 on behalf of Prudential
      Annuities Life Assurance Corporation.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment 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 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 to the securities offered therein, and the
offering of such securities at the 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 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.



                                  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 16th day of
March 2009.

           PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION (Registrant)

By:  /s/ C. Christopher Sprague
     ------------------------------------
     C. Christopher Sprague,
     Vice President, Corporate Counsel       Date: March 16, 2009

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

Stephen Pelletier*  (Principal Executive Officer)        March 16, 2009
- ------------------- Chief Executive Officer and
Stephen Pelletier   President

Kenneth Y. Tanji*   (Principal Financial Officer         March 16, 2009
- ------------------- and Principal Accounting
Kenneth Y. Tanji    Officer) Executive Vice
                    President and Chief Financial
                    Officer

                    (Board of Directors)

James J. Avery*     Bernard J. Jacob*              Helen M. Galt*
- ------------------- ---------------------------    ---------------------------
James J. Avery      Bernard J. Jacob               Helen M. Galt

Kenneth Y. Tanji*   Stephen Pelletier*
- ------------------- ---------------------------
Kenneth Y. Tanji    Stephen Pelletier


By:  /s/ C. Christopher Sprague
     ------------------------------------
     C. Christopher Sprague

- --------
* Executed by C. Christopher Sprague on behalf of those indicated pursuant to
  Power of Attorney



                                 EXHIBIT INDEX

Exhibit No.
- -----------

     4      Instruments of defining rights of Securities holders (Choice
            Contract)

     5      Opinion of Counsel

     23     Written Consent of PricewaterhouseCoopers LLP, Independent
            Registered Public Accounting Firm