Filed with the Securities and Exchange Commission on April 20, 2007


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

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                   Form S-3

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


                        Post-Effective Amendment No. 3


           Registration Statement Under The Securities Act of 1933*

                  AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
            (Exact name of registrant as specified in its charter)

                                  CONNECTICUT
        (State or other jurisdiction of incorporation or organization)

                                      63
           (Primary Standard Industrial Classification Code Number)

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

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

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

                                   Copy To:
                              LAURA KEALEY, ESQ.
        One Corporate Drive, Shelton, Connecticut 06484 (203) 944-5477

       Approximate date of commencement of proposed sale to the public:

    May 1, 2007 or as soon as practicable after the effective date of this
                            Registration Statement


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

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

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

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

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

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

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

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

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

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

American Skandia Marketing, Incorporated, the principal underwriter of these
contracts under a "best efforts" arrangement, will be reimbursed by American
Skandia Life Assurance Corporation for its costs and expenses incurred in
connection with the sale of these contracts.

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



                                    AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                                 A Prudential Financial Company
                                One Corporate Drive, Shelton, Connecticut 06484

 AMERICAN SKANDIA ADVISOR PLAN/SM/ III ("ASAP III")
 AMERICAN SKANDIA APEX(R) II ("APEX II")
 AMERICAN SKANDIA XTRA CREDIT/SM/ SIX ("XT6")
 AMERICAN SKANDIA LIFEVEST(R) II ("ASL II")

 Flexible Premium Deferred Annuities

 PROSPECTUS: MAY 1, 2007

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


 THE SUB-ACCOUNTS

 Each Sub-account of American Skandia Life Assurance Corporation Variable
 Account B invests in an underlying mutual fund portfolio. Currently,
 portfolios of the following underlying mutual funds are being offered: AIM
 Variable Insurance Funds, Advanced Series Trust (formerly named American
 Skandia Trust), Evergreen Variable Annuity Trust, First Defined Portfolio Fund
 LLC, Gartmore Variable Insurance Trust, ProFunds VP, The Prudential Series
 Fund and Wells Fargo Variable Trust. See the following page for the complete
 list of Sub-accounts.


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

 AVAILABLE INFORMATION

 We have also filed a Statement of Additional Information that is available
 from us, without charge, upon your request. The contents of the Statement of
 Additional Information are described on page 108. 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 the prescribed rates from the SEC's Public
 Reference Section, 100 F Street N.E., Washington, D.C., 20549. (See SEC file
 number 333-96577 for ASAP III, 333-71654 for APEX II, 333-71834 for XT6 and
 333-71672 for ASL II). These documents, as well as documents incorporated by
 reference, may also be obtained through the SEC's Internet Website
 (http://www.sec.gov) for this registration statement as well as for other
 registrants that file electronically with the SEC.


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

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

 AMERICAN SKANDIA ADVISOR PLAN III/SM/, AMERICAN SKANDIA APEX(R) II, AMERICAN
 SKANDIA XTRA CREDIT SIX/SM/ AND AMERICAN SKANDIA LIFEVEST(R) II ARE SERVICE
 MARKS OR REGISTERED TRADEMARKS OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
 AND ARE USED UNDER LICENSE BY ITS AFFILIATES.
- --------------------------------------------------------------------------------
                 FOR FURTHER INFORMATION CALL: 1-800-752-6342



                           
Prospectus Dated: May 1, 2007 Statement of Additional Information Dated: May 1, 2007
COREPROS                                         ASAP3SAI, APEX2SAI, XT6SAI, ASL2SAI



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



                              INVESTMENT OPTIONS



 Advanced Series Trust

   AST Advanced Strategies
   AST Aggressive Asset Allocation
   AST AllianceBernstein Core Value

   AST AllianceBernstein Growth & Income

   AST AllianceBernstein Managed Index 500


   AST American Century Income & Growth

   AST American Century Strategic Allocation

   AST Balanced Asset Allocation
   AST Capital Growth Asset Allocation
   AST Cohen & Steers Realty
   AST Conservative 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 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 Mid-Cap Value

   AST Neuberger Berman Small-Cap Growth

   AST PIMCO Limited Maturity Bond
   AST PIMCO Total Return Bond
   AST Preservation Asset Allocation
   AST Small-Cap Growth
   AST Small-Cap Value
   AST T. Rowe Price 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


 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(R) 10 Uncommon Values
   Global Dividend Target 15
   NASDAQ(R) Target 15
   S&P(R) Target 24
   Target Managed VIP
   The Dow Target Dividend

   The Dow DART 10

   Value Line(R) Target 25

 Gartmore Variable Insurance Trust
   GVIT Developing Markets

 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
   OTC
   Pharmaceuticals
   Precious Metals
   Real Estate
   Rising Rates Opportunity
   Semiconductor
   Short Mid-Cap
   Short OTC
   Short Small-Cap
   Small-Cap Growth
   Small-Cap Value
   Technology
   Telecommunications
   U.S. Government Plus
   UltraBull
   UltraMid-Cap
   UltraOTC
   UltraSmall-Cap
   Utilities

 The Prudential Series Fund

   SP International Growth


 Wells Fargo Variable Trust
   Wells Fargo Advantage VT Equity Income



                                   CONTENTS



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

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

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

SUMMARY OF CONTRACT FEES AND CHARGES.................................................  5

EXPENSE EXAMPLES..................................................................... 13

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

 WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIO?................... 15
 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?........................................ 36
 WHAT CHARGES APPLY IF I CHOOSE AN ANNUITY PAYMENT OPTION?........................... 36
 EXCEPTIONS/REDUCTIONS TO FEES AND CHARGES........................................... 36

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

 WHAT ARE OUR REQUIREMENTS FOR PURCHASING ONE OF THE ANNUITIES?...................... 37

MANAGING YOUR ANNUITY................................................................ 38

 MAY I CHANGE THE OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS?..................... 38
 MAY I RETURN MY ANNUITY IF I CHANGE MY MIND?........................................ 38
 MAY I MAKE ADDITIONAL PURCHASE PAYMENTS?............................................ 39
 MAY I MAKE SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT?........................ 39
 MAY I MAKE PURCHASE PAYMENTS THROUGH A SALARY REDUCTION PROGRAM?.................... 39

MANAGING YOUR ACCOUNT VALUE.......................................................... 40

 HOW AND WHEN ARE PURCHASE PAYMENTS INVESTED?........................................ 40
 HOW DO I RECEIVE A LOYALTY CREDIT UNDER THE ASAP III AND APEX II ANNUITIES?......... 40
 HOW ARE LOYALTY CREDITS APPLIED TO MY ACCOUNT VALUE UNDER THE ASAP III AND APEX II
   ANNUITIES?........................................................................ 40
 HOW DO I RECEIVE CREDITS UNDER THE XT6 ANNUITY?..................................... 41
 HOW ARE CREDITS APPLIED TO ACCOUNT VALUE UNDER THE XT6 ANNUITY?..................... 41
 ARE THERE RESTRICTIONS OR CHARGES ON TRANSFERS BETWEEN INVESTMENT OPTIONS?.......... 42
 DO YOU OFFER DOLLAR COST AVERAGING?................................................. 44
 DO YOU OFFER ANY AUTOMATIC REBALANCING PROGRAMS?.................................... 44
 ARE ANY ASSET ALLOCATION PROGRAMS AVAILABLE?........................................ 45
 DO YOU OFFER PROGRAMS DESIGNED TO GUARANTEE A "RETURN OF PREMIUM" AT A FUTURE DATE?. 45
 MAY I GIVE MY FINANCIAL PROFESSIONAL PERMISSION TO FORWARD TRANSACTION INSTRUCTIONS? 46
 MAY I AUTHORIZE MY THIRD PARTY INVESTMENT ADVISOR TO MANAGE MY ACCOUNT?............. 46
 HOW DO THE FIXED ALLOCATIONS WORK?.................................................. 47
 HOW DO YOU DETERMINE RATES FOR FIXED ALLOCATIONS?................................... 47
 HOW DOES THE MARKET VALUE ADJUSTMENT WORK?.......................................... 47
 WHAT HAPPENS WHEN MY GUARANTEE PERIOD MATURES?...................................... 49

ACCESS TO ACCOUNT VALUE.............................................................. 50

 WHAT TYPES OF DISTRIBUTIONS ARE AVAILABLE TO ME?.................................... 50
 ARE THERE TAX IMPLICATIONS FOR DISTRIBUTIONS?....................................... 50
 CAN I WITHDRAW A PORTION OF MY ANNUITY?............................................. 50
 HOW MUCH CAN I WITHDRAW AS A FREE WITHDRAWAL?....................................... 50
 CAN I MAKE PERIODIC WITHDRAWALS FROM MY ANNUITY DURING THE ACCUMULATION PERIOD?..... 51
 DO YOU OFFER A PROGRAM FOR WITHDRAWALS UNDER SECTIONS 72(t) OF THE INTERNAL REVENUE
   CODE?............................................................................. 51
 WHAT ARE REQUIRED MINIMUM DISTRIBUTIONS AND WHEN WOULD I NEED TO MAKE THEM?......... 51
 CAN I SURRENDER MY ANNUITY FOR ITS VALUE?........................................... 51
 WHAT IS A MEDICALLY-RELATED SURRENDER AND HOW DO I QUALIFY?......................... 52




                                      (i)





                                                                                    
 WHAT TYPES OF ANNUITY OPTIONS ARE AVAILABLE?.........................................  52
 HOW AND WHEN DO I CHOOSE THE ANNUITY PAYMENT OPTION?.................................  53
 HOW ARE ANNUITY PAYMENTS CALCULATED?.................................................  54

LIVING BENEFIT PROGRAMS...............................................................  55

 DO YOU OFFER PROGRAMS DESIGNED TO PROVIDE INVESTMENT PROTECTION FOR OWNERS WHILE THEY
   ARE ALIVE?.........................................................................  55
 GUARANTEED RETURN OPTION PLUS/SM/ (GRO PLUS/SM/).....................................  55
 GUARANTEED RETURN OPTION (GRO).......................................................  59
 GUARANTEED MINIMUM WITHDRAWAL BENEFIT (GMWB).........................................  62
 GUARANTEED MINIMUM INCOME BENEFIT (GMIB).............................................  65
 LIFETIME FIVE/SM/ INCOME BENEFIT (LIFETIME FIVE).....................................  69
 SPOUSAL LIFETIME FIVE INCOME BENEFIT (SPOUSAL LIFETIME FIVE).........................  74
 HIGHEST DAILY LIFETIME FIVE/SM/ INCOME BENEFIT (HIGHEST DAILY LIFETIME FIVE).........  78

DEATH BENEFIT.........................................................................  85

 WHAT TRIGGERS THE PAYMENT OF A DEATH BENEFIT?........................................  85
 BASIC DEATH BENEFIT..................................................................  85
 OPTIONAL DEATH BENEFITS..............................................................  85
 AMERICAN SKANDIA'S ANNUITY REWARDS...................................................  90
 PAYMENT OF DEATH BENEFITS............................................................  90

VALUING YOUR INVESTMENT...............................................................  93

 HOW IS MY ACCOUNT VALUE DETERMINED?..................................................  93
 WHAT IS THE SURRENDER VALUE OF MY ANNUITY?...........................................  93
 HOW AND WHEN DO YOU VALUE THE SUB-ACCOUNTS?..........................................  93
 HOW DO YOU VALUE FIXED ALLOCATIONS?..................................................  93
 WHEN DO YOU PROCESS AND VALUE TRANSACTIONS?..........................................  93
 WHAT HAPPENS TO MY UNITS WHEN THERE IS A CHANGE IN DAILY ASSET-BASED CHARGES?........  94

TAX CONSIDERATIONS....................................................................  95

GENERAL INFORMATION................................................................... 103

 HOW WILL I RECEIVE STATEMENTS AND REPORTS?........................................... 103
 WHO IS AMERICAN SKANDIA?............................................................. 103
 WHAT ARE SEPARATE ACCOUNTS?.......................................................... 103
 WHAT IS THE LEGAL STRUCTURE OF THE UNDERLYING FUNDS?................................. 104
 WHO DISTRIBUTES ANNUITIES OFFERED BY AMERICAN SKANDIA?............................... 105
 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...................................... 106
 FINANCIAL STATEMENTS................................................................. 107
 HOW TO CONTACT US.................................................................... 107
 INDEMNIFICATION...................................................................... 107
 LEGAL PROCEEDINGS.................................................................... 107
 CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION.................................. 108

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

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

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

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

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

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

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

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



                                     (ii)



                                 INTRODUCTION

 WHY WOULD I CHOOSE TO PURCHASE ONE OF THE ANNUITIES?

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


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

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

 WHAT ARE SOME OF THE KEY FEATURES OF THE ANNUITIES?

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

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

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


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


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

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

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

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

                                      1



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

  .   Please note that during the first 10 years, the total asset-based charges
      on the XT6 Annuity are higher than many of our other annuities. In
      addition, the Contingent Deferred Sales Charge (CDSC) on the XT6 Annuity
      is higher and is deducted for a longer period of time as compared to our
      other annuities. The XTra Credit/SM/ amount is included in your Account
      Value. However, American Skandia may take back all XTra Credit amounts if
      you return your Annuity under the "free-look" provision. In addition,
      American Skandia may take back XTra Credits associated with any Purchase
      Payment if (a) the XTra Credit was applied within twelve (12) months
      prior to the death of the Owner (or Annuitant if entity-owned) or (b) the
      XTra Credit was applied within 12 months prior to a request to surrender
      the Annuity under the medically-related surrender provision. If you
      qualify for the 6.5% Xtra Credit in the first year (for annuities issued
      on or after February 13, 2006), only 6% of that amount will be taken back
      upon death or medically-related surrender request, both as described
      above. However, we will take back the entire 6.5% if you "free look" your
      Annuity.

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

 With respect to APEX II only:

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


 With respect to ASAP III only:

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


 HOW DO I PURCHASE ONE OF THE ANNUITIES?

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


                                      2



                               GLOSSARY OF TERMS

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


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

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

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


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


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


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


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

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


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

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


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

 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.


                                      3




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


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


 Guaranteed Return Option Plus/SM/ (GRO Plus/SM/)/Guaranteed Return Option:
 We offer an optional benefit that, for an additional cost, guarantees a
 "return of premium" at a future date, while allowing you to allocate all or a
 portion of your Account Value to certain Sub-accounts.

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

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


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

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


 Spousal Lifetime Five 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 any applicable CDSC, Annual Maintenance Fee, Tax Charge and
 the charge for any optional benefits and any additional amounts we applied to
 your Purchase Payments that we may be entitled to recover under certain
 circumstances. The surrender value may be calculated using a MVA with respect
 to amounts in any Fixed Allocation. No CDSC applies to the ASL II Annuity.

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

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

                                      4



                      SUMMARY OF CONTRACT FEES AND CHARGES


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

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

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



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



                                    APEX II



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



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



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



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



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



                                     ASL II
                       There is no CDSC for this Annuity

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





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




 1  Currently, we deduct the fee after the 20/th/ transfer each Annuity Year.
    We guarantee that the number of charge free transfers per Annuity Year will
    never be less than 8.
 2  This charge is deducted generally at the time you annuitize your Annuity.


                                      5



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




- --------------------------------------------------------------------------------------------
         PERIODIC FEES AND CHARGES
      (assessed against each Annuity)
- --------------------------------------------------------------------------------------------
     FEE/CHARGE              ASAP III             APEX II             ASL II          XT6
                                                                        
Annual                                                                              Lesser
Maintenance             Lesser of $35 or 2% Lesser of $35 or 2% Lesser of $35 or 2% of $35
Fee/ 1/                         of                  of                  of           or 2%
                              Account             Account             Account         of
                              Value/              Value/              Value/        Account
                                2/                  2/                  2/           Value
                        --------------------------------------------------------------------

  Beneficiary                 Lesser              Lesser              Lesser        Lesser
  Continuation Option         of $30              of $30              of $30        of $30
  Only                         or 2%               or 2%               or 2%         or 2%





 ------------------------------------------------------------------------------
 ANNUAL
 FEES/CHARGES
 OF THE
 SUB-ACCOUNTS/
 3/
 (assessed
 as a
 percentage
 of the
 daily net
 assets of
 the
 Sub-accounts)
 ------------------------------------------------------------------------------
   FEE/CHARGE
                                                    
                     0.50%           1.50%           1.50%           0.50%
 Mortality &
 Expense
 Risk
 Charge/
 4/
 ------------------------------------------------------------------------------
                     0.15%           0.15%           0.15%           0.15%
 Administration
 Charge/ 4/
 ------------------------------------------------------------------------------
                                      N/A             N/A
 Distribution        0.60%                                           1.00%
 Charge/              in                                              in
 5/                 Annuity                                         Annuity
                     Years                                           Years
                      1-8                                            1-10
 ------------------------------------------------------------------------------

 Settlement          1.40%           1.40%           1.40%            1.
 Service         (qualified);    (qualified);    (qualified);         40%
 Charge/             1.00%           1.00%           1.00%       (qualified);
 6/             (non-qualified) (non-qualified) (non-qualified)      1.00%
                                                                (non-qualified)
 ------------------------------------------------------------------------------
                                     1.65%           1.65%
 Total               1.25%                                           1.65%
 Annual               in                                              in
 Charges            Annuity                                         Annuity
 of                  Years                                           Years
 the              1-8; 0.65%                                      1-10; 0.65%
 Sub-accounts         in                                              in
                    Annuity                                         Annuity
 (excluding          Years                                           Years
 settlement            9                                              11
 service              and                                             and
 charge)             later                                           later
 ------------------------------------------------------------------------------




 1  Assessed annually on the Annuity's anniversary date or upon surrender. For
    beneficiaries who elect the non-qualified Beneficiary Continuation Option,
    the fee is only applicable if Account Value is less than $25,000.
 2  Only applicable if Account Value is less than $100,000.
 3  These charges are deducted daily and apply to the Sub-accounts only.
 4  The combination of the Mortality and Expense Risk Charge and Administration
    Charge is referred to as the "Insurance Charge" elsewhere in this
    Prospectus.
 5  The Distribution Charge is 0.00% in Annuity Years 9+ for ASAP III and in
    Annuity Years 11+ for XT6.
 6  The Mortality & Expense Risk Charge, the Administration Charge and the
    Distribution Charge (if applicable) do not apply if you are a beneficiary
    under the Beneficiary Continuation Option. The Settlement Service Charge
    applies only if your beneficiary elects the Beneficiary Continuation
    Option. The 1.00% and 1.40% charges set forth above are annual charges that
    are assessed against the Account Value in the Sub-accounts.


                                      6



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




- -----------------------------------------------------------------------------------------------------------------
                                     YOUR OPTIONAL BENEFIT FEES AND CHARGES
- -----------------------------------------------------------------------------------------------------------------
          OPTIONAL BENEFIT                 OPTIONAL           TOTAL          TOTAL      TOTAL         TOTAL
                                         BENEFIT FEE/         ANNUAL        ANNUAL      ANNUAL       ANNUAL
                                            CHARGE          CHARGE/ 1/    CHARGE/ 1/  CHARGE/ 1/    CHARGE/ 1/
                                                           for ASAP III   for APEX II for ASL II     for XT6
- -----------------------------------------------------------------------------------------------------------------
                                                                                  

GUARANTEED RETURN OPTION Plus/SM/      0.75% maximum/ 2/ 1.50% in Annuity   1.90%       1.90%    1.90% in Annuity
(GRO Plus/SM/ )/GUARANTEED RETURN        0.25% current      Years 1-8;                             Years 1-10;
OPTION                                      charge           0.90% in                            0.90% in Annuity
                                                         Annuity Years 9                           Years 11 and
                                                            and later                                 later
- -----------------------------------------------------------------------------------------------------------------

GUARANTEED MINIMUM WITHDRAWAL BENEFIT  1.00% maximum/ 2/ 1.60% in Annuity   2.00%       2.00%    2.00% in Annuity
(GMWB)                                   0.35% current      Years 1-8;                             Years 1-10;
                                            charge           1.00% in                            1.00% in Annuity
                                                         Annuity Years 9                           Years 11 and
                                                            and later                                 later
- -----------------------------------------------------------------------------------------------------------------

GUARANTEED MINIMUM INCOME BENEFIT      1.00% maximum/ 2/ 1.25% in Annuity 1.65% PLUS    1.65%    1.65% in Annuity
(GMIB)                                   0.50% current      Years 1-8;     0.50% of     PLUS       Years 1-10;
                                            charge           0.65% in        GMIB     0.50% of   0.65% in Annuity
                                                         Annuity Years 9  Protected     GMIB       Years 11 and
                                                          and later PLUS    Income    Protected     later PLUS
                                                          0.50% of GMIB     Value      Income     0.50% of GMIB
                                                         Protected Income               Value    Protected Income
                                                              Value                                   Value
- -----------------------------------------------------------------------------------------------------------------

LIFETIME FIVE/SM/ INCOME BENEFIT       1.50% maximum/ 2/ 1.85% in Annuity   2.25%       2.25%    2.25% in Annuity
                                         0.60% current      Years 1-8;                             Years 1-10;
                                            charge           1.25% in                            1.25% in Annuity
                                                         Annuity Years 9                           Years 11 and
                                                            and later                                 later
- -----------------------------------------------------------------------------------------------------------------

SPOUSAL LIFETIME FIVE INCOME BENEFIT   1.50% maximum/ 2  2.00% in Annuity   2.40%       2.40%    2.40% in Annuity
                                        /0.75% current      Years 1-8;                             Years 1-10;
                                            charge           1.40% in                            1.40% in Annuity
                                                         Annuity Years 9                           Years 11 and
                                                            and later                                 later
- -----------------------------------------------------------------------------------------------------------------

HIGHEST DAILY LIFETIME FIVE INCOME     1.50% maximum/ 2  1.85% in Annuity   2.25%       2.25%    2.25% in Annuity
BENEFIT                                 /0.60% current      Years 1-8;                             Years 1-10;
                                            charge           1.25% in                            1.25% in Annuity
                                                         Annuity Years 9                           Years 11 and
                                                            and later                                 later
- -----------------------------------------------------------------------------------------------------------------

ENHANCED BENEFICIARY PROTECTION DEATH        0.25%       1.50% in Annuity   1.90%       1.90%    1.90% in Annuity
BENEFIT                                                     Years 1-8;                             Years 1-10;
                                                             0.90% in                            0.90% in Annuity
                                                         Annuity Years 9                           Years 11 and
                                                            and later                                 later
- -----------------------------------------------------------------------------------------------------------------

HIGHEST ANNIVERSARY VALUE DEATH              0.25%       1.50% in Annuity   1.90%       1.90%    1.90% in Annuity
BENEFIT ("HAV")                                             Years 1-8;                             Years 1-10;
                                                             0.90% in                            0.90% in Annuity
                                                         Annuity Years 9                           Years 11 and
                                                            and later                                 later
- -----------------------------------------------------------------------------------------------------------------



                                      7






- ---------------------------------------------------------------------------------------------------
                              YOUR OPTIONAL BENEFIT FEES AND CHARGES
- ---------------------------------------------------------------------------------------------------
          OPTIONAL BENEFIT               OPTIONAL      TOTAL        TOTAL      TOTAL       TOTAL
                                       BENEFIT FEE/    ANNUAL      ANNUAL      ANNUAL     ANNUAL
                                          CHARGE     CHARGE/ 1/  CHARGE/ 1/  CHARGE/ 1/ CHARGE/ 1/
                                                    for ASAP III for APEX II for ASL II   for XT6
- ---------------------------------------------------------------------------------------------------
                                                                         

COMBINATION 5% ROLL-UP AND HAV DEATH      0.50%      1.75% in       2.15%      2.15%     2.15% in
BENEFIT                                               Annuity                             Annuity
                                                    Years 1-8;                          Years 1-10;
                                                     1.15% in                            1.15% in
                                                      Annuity                             Annuity
                                                    Years 9 and                          Years 11
                                                       later                             and later
- ---------------------------------------------------------------------------------------------------

HIGHEST DAILY VALUE DEATH BENEFIT         0.50%      1.75% in       2.15%      2.15%     2.15% in
("HDV")                                               Annuity                             Annuity
                                                    Years 1-8;                          Years 1-10;
                                                     1.15% in                            1.15% in
                                                      Annuity                             Annuity
                                                    Years 9 and                          Years 11
                                                       later                             and later
- ---------------------------------------------------------------------------------------------------
Please refer to the section of this Prospectus that describes each optional benefit for a complete
description of the benefit, including any restrictions or limitations that may apply.
- ---------------------------------------------------------------------------------------------------




 1  The Total Annual Charge includes the Insurance Charge and Distribution
    Charge (if applicable) assessed against the average daily net assets
    allocated to the Sub-accounts. If you elect more than one optional benefit,
    the Total Annual Charge would be increased to include the charge for each
    optional benefit. With respect to GMIB only, the 0.50% current charge is
    assessed against the average GMIB Protected Income Value, and not against
    the value of the Sub-accounts. These optional benefits are not available
    under the Beneficiary Continuation Option.
 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.

 The following table provides the range (minimum and maximum) of the total
 annual expenses for the underlying mutual funds ("Portfolios") as of
 December 31, 2006. 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                       0.61%                                   2.16%
- -----------------------------------------------------------------------------------------------------------------------




 The following are the total annual expenses for each underlying mutual fund
 ("Portfolio") as of December 31, 2006, 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 American Skandia
 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.


                                      8






- --------------------------------------------------------------------------------------------------------------
                              UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES
                  (as a percentage of the average net assets of the underlying Portfolios)
- --------------------------------------------------------------------------------------------------------------
                                                                 For the year ended December 31, 2006
                                                         -----------------------------------------------------
                  UNDERLYING PORTFOLIO                                                                 Total
                                                                                           Acquired   Annual
                                                                                           Portfolio Portfolio
                                                         Management    Other                Fees &   Operating
                                                            Fee     Expenses/ 1/ 12b-1 Fee Expenses  Expenses
- --------------------------------------------------------------------------------------------------------------
                                                                                      
Advanced Series Trust/ 3/
 AST Advanced Strategies                                   0.85%       0.24%       0.00%     0.00%     1.09%
 AST Aggressive Asset Allocation /2/                       0.15%       0.05%       0.00%     0.99%     1.19%
 AST AllianceBernstein Core Value                          0.75%       0.14%       0.00%     0.00%     0.89%
 AST AllianceBernstein Growth & Income                     0.75%       0.11%       0.00%     0.00%     0.86%
 AST AllianceBernstein Managed Index 500                   0.60%       0.14%       0.00%     0.00%     0.74%
 AST American Century Income & Growth                      0.75%       0.15%       0.00%     0.00%     0.90%
 AST American Century Strategic Allocation /4/             0.85%       0.21%       0.00%     0.00%     1.06%
 AST Balanced Asset Allocation /2/                         0.15%       0.02%       0.00%     0.90%     1.07%
 AST Capital Growth Asset Allocation /2/                   0.15%       0.02%       0.00%     0.95%     1.12%
 AST Cohen & Steers Realty                                 1.00%       0.13%       0.00%     0.00%     1.13%
 AST Conservative Asset Allocation /2/                     0.15%       0.04%       0.00%     0.89%     1.08%
 AST DeAM Large-Cap Value                                  0.85%       0.15%       0.00%     0.00%     1.00%
 AST DeAM Small-Cap Value                                  0.95%       0.23%       0.00%     0.00%     1.18%
 AST Federated Aggressive Growth                           0.95%       0.14%       0.00%     0.00%     1.09%
 AST First Trust Balanced Target                           0.85%       0.21%       0.00%     0.00%     1.06%
 AST First Trust Capital Appreciation Target               0.85%       0.19%       0.00%     0.00%     1.04%
 AST Goldman Sachs Concentrated Growth                     0.90%       0.13%       0.00%     0.00%     1.03%
 AST Goldman Sachs Mid-Cap Growth                          1.00%       0.15%       0.00%     0.00%     1.15%
 AST Goldman Sachs Small-Cap Value                         0.95%       0.18%       0.00%     0.00%     1.13%
 AST High Yield /5/                                        0.75%       0.15%       0.00%     0.00%     0.90%
 AST International Growth /6/                              1.00%       0.15%       0.00%     0.00%     1.15%
 AST International Value/ 7/                               1.00%       0.13%       0.00%     0.00%     1.13%
 AST JPMorgan International Equity                         0.87%       0.16%       0.00%     0.00%     1.03%
 AST Large-Cap Value                                       0.75%       0.11%       0.00%     0.00%     0.86%
 AST Lord Abbett Bond-Debenture                            0.80%       0.14%       0.00%     0.00%     0.94%
 AST Marsico Capital Growth                                0.90%       0.11%       0.00%     0.00%     1.01%
 AST MFS Global Equity                                     1.00%       0.25%       0.00%     0.00%     1.25%
 AST MFS Growth                                            0.90%       0.13%       0.00%     0.00%     1.03%
 AST Mid-Cap Value                                         0.95%       0.21%       0.00%     0.00%     1.16%
 AST Money Market                                          0.50%       0.11%       0.00%     0.00%     0.61%
 AST Neuberger Berman Mid-Cap Growth                       0.90%       0.14%       0.00%     0.00%     1.04%
 AST Neuberger Berman Mid-Cap Value                        0.89%       0.11%       0.00%     0.00%     1.00%
 AST Neuberger Berman Small-Cap Growth /8/                 0.95%       0.16%       0.00%     0.00%     1.11%
 AST PIMCO Limited Maturity Bond                           0.65%       0.12%       0.00%     0.00%     0.77%
 AST PIMCO Total Return Bond                               0.65%       0.12%       0.00%     0.00%     0.77%
 AST Preservation Asset Allocation /2/                     0.15%       0.08%       0.00%     0.82%     1.05%
 AST Small-Cap Growth                                      0.90%       0.18%       0.00%     0.00%     1.08%
 AST Small-Cap Value/ 9/                                   0.90%       0.13%       0.00%     0.00%     1.03%
 AST T. Rowe Price Asset Allocation                        0.85%       0.14%       0.00%     0.00%     0.99%
 AST T. Rowe Price Global Bond                             0.80%       0.16%       0.00%     0.00%     0.96%
 AST T. Rowe Price Large-Cap Growth                        0.90%       0.11%       0.00%     0.00%     1.01%
 AST T. Rowe Price Natural Resources Portfolio             0.90%       0.13%       0.00%     0.00%     1.03%
 AST UBS Dynamic Alpha /10/                                1.00%       0.21%       0.00%     0.00%     1.21%
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
AIM Variable Insurance Funds /11/
 AIM V.I. Dynamics Fund - Series I shares/ 12/             0.75%       0.38%       0.00%     0.01%     1.14%
 AIM V.I. Financial Services Fund - Series I shares        0.75%       0.37%       0.00%     0.01%     1.13%
 AIM V.I. Global Health Care Fund - Series I shares/ 13/   0.75%       0.35%       0.00%     0.01%     1.11%
 AIM V.I. Technology Fund - Series I shares                0.75%       0.37%       0.00%     0.00%     1.12%



                                      9






- --------------------------------------------------------------------------------------------------
                        UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES
            (as a percentage of the average net assets of the underlying Portfolios)
- --------------------------------------------------------------------------------------------------
                                                   For the year ended December 31, 2006
                                          --------------------------------------------------------
          UNDERLYING PORTFOLIOS                                             Acquired  Total Annual
                                                                            Portfolio  Portfolio
                                          Management    Other                Fees &    Operating
                                             Fee     Expenses/ 1/ 12b-1 Fee Expenses    Expenses
- --------------------------------------------------------------------------------------------------
                                                                       
Evergreen Variable Annuity Trust
 Growth                                     0.69%       0.19%       0.00%     0.01%      0.89%
 International Equity                       0.40%       0.28%       0.00%     0.00%      0.68%
 Omega                                      0.52%       0.18%       0.00%     0.01%      0.71%
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
First Defined Portfolio Fund, LLC /14,15/
 First Trust(R) 10 Uncommon Values          0.60%       0.94%       0.25%     0.00%      1.79%
 Global Dividend Target 15                  0.60%       0.62%       0.25%     0.00%      1.47%
 NASDAQ(R) Target 15                        0.60%       0.99%       0.25%     0.00%      1.84%
 S&P(R) Target 24                           0.60%       0.71%       0.25%     0.00%      1.56%
 Target Managed VIP                         0.60%       0.52%       0.25%     0.00%      1.37%
 The Dow Target Dividend                    0.60%       0.52%       0.25%     0.00%      1.37%
 The Dow/SM/ DART 10                        0.60%       0.62%       0.25%     0.00%      1.47%
 Value Line(R) Target 25                    0.60%       0.56%       0.25%     0.00%      1.41%
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
Gartmore Variable Insurance Trust /16/
 GVIT Developing Markets                    1.05%       0.35%       0.25%     0.00%      1.65%
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
ProFund VP /17/
 Access VP High Yield                       0.75%       0.94%       0.25%     0.00%      1.94%
 Asia 30                                    0.75%       0.66%       0.25%     0.00%      1.66%
 Banks                                      0.75%       0.77%       0.25%     0.00%      1.77%
 Basic Materials                            0.75%       0.73%       0.25%     0.00%      1.73%
 Bear                                       0.75%       0.69%       0.25%     0.00%      1.69%
 Biotechnology                              0.75%       0.77%       0.25%     0.00%      1.77%
 Bull                                       0.75%       0.67%       0.25%     0.00%      1.67%
 Consumer Goods                             0.75%       0.84%       0.25%     0.00%      1.84%
 Consumer Services                          0.75%       1.16%       0.25%     0.00%      2.16%
 Europe 30                                  0.75%       0.65%       0.25%     0.00%      1.65%
 Financials                                 0.75%       0.72%       0.25%     0.00%      1.72%
 Health Care                                0.75%       0.72%       0.25%     0.00%      1.72%
 Industrials                                0.75%       0.87%       0.25%     0.00%      1.87%
 Internet                                   0.75%       0.74%       0.25%     0.00%      1.74%
 Japan                                      0.75%       0.66%       0.25%     0.00%      1.66%
 Large-Cap Growth                           0.75%       0.71%       0.25%     0.00%      1.71%
 Large-Cap Value                            0.75%       0.70%       0.25%     0.00%      1.70%
 Mid-Cap Growth                             0.75%       0.71%       0.25%     0.00%      1.71%
 Mid-Cap Value                              0.75%       0.71%       0.25%     0.00%      1.71%
 Oil & Gas                                  0.75%       0.70%       0.25%     0.00%      1.70%
 OTC                                        0.75%       0.67%       0.25%     0.00%      1.67%
 Pharmaceuticals                            0.75%       0.72%       0.25%     0.00%      1.72%
 Precious Metals                            0.75%       0.68%       0.25%     0.00%      1.68%
 Real Estate                                0.75%       0.72%       0.25%     0.00%      1.72%
 Rising Rates Opportunity                   0.75%       0.61%       0.25%     0.00%      1.61%
 Semiconductor                              0.75%       0.81%       0.25%     0.00%      1.81%
 Short Mid-Cap                              0.75%       0.80%       0.25%     0.00%      1.80%
 Short OTC                                  0.75%       0.67%       0.25%     0.00%      1.67%
 Short Small-Cap                            0.75%       0.66%       0.25%     0.00%      1.66%
 Small-Cap Growth                           0.75%       0.71%       0.25%     0.00%      1.71%
 Small-Cap Value                            0.75%       0.74%       0.25%     0.00%      1.74%
 Technology                                 0.75%       0.74%       0.25%     0.00%      1.74%



                                      10






- -----------------------------------------------------------------------------------------------------
                          UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES
              (as a percentage of the average net assets of the underlying Portfolios)
- -----------------------------------------------------------------------------------------------------
                                                      For the year ended December 31, 2006
                                             --------------------------------------------------------
           UNDERLYING PORTFOLIOS                                               Acquired  Total Annual
                                                                               Portfolio  Portfolio
                                             Management    Other                Fees &    Operating
                                                Fee     Expenses /1/ 12b-1 Fee Expenses    Expenses
- -----------------------------------------------------------------------------------------------------
                                                                          
ProFund VP/ 17/ continued
 Telecommunications                            0.75%       0.71%       0.25%     0.00%      1.71%
 U.S. Government Plus                          0.50%       0.62%       0.25%     0.00%      1.37%
 UltraBull                                     0.75%       0.72%       0.25%     0.00%      1.72%
 UltraMid-Cap                                  0.75%       0.70%       0.25%     0.00%      1.70%
 UltraOTC                                      0.75%       0.69%       0.25%     0.00%      1.69%
 UltraSmall-Cap                                0.75%       0.67%       0.25%     0.00%      1.67%
 Utilities                                     0.75%       0.71%       0.25%     0.00%      1.71%
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
The Prudential Series Fund
 SP International Growth                       0.85%       0.12%       0.00%     0.00%      0.97%
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
Wells Fargo Variable Trust /18/
 Wells Fargo Advantage VT Equity Income /19/   0.55%       0.24%       0.25%     0.00%      1.04%




 1. As noted above, shares of the Portfolios generally are purchased through
    variable insurance products. Many of the Portfolios and/or their investment
    advisers and/or distributors have entered into arrangements with us as the
    issuer of each Annuity under which they compensate us for providing ongoing
    services in lieu of the Trust providing such services. Amounts paid by a
    Portfolio under those arrangements are included under "Other Expenses." For
    more information see the prospectus for each underlying portfolio and,
    "Service Fees payable to American Skandia," later in this prospectus.
 2. The AST Aggressive Asset Allocation, the AST Balanced Asset Allocation, the
    AST Capital Growth Asset Allocation, the AST Conservative Asset Allocation
    and the AST Preservation Asset Allocation Portfolios (the "Dynamic Asset
    Allocation Portfolios") each invest in other investment companies (the
    Acquired Portfolios). For example, each Dynamic Asset Allocation Portfolio
    invests in shares of other Portfolios of the Advanced Series Trust, and
    some Portfolios invest in other funds, including the Dryden Core Investment
    Fund. Investors in a Portfolio indirectly bear the fees and expenses of the
    Acquired Portfolios. The expenses shown in the column "Acquired Portfolio
    Fees and Expenses" represent a weighted average of the expense ratios of
    the Acquired Portfolios in which each Dynamic Asset Allocation Portfolio
    invested during the year ended December 31, 2006. The Dynamic Asset
    Allocation Portfolios do not pay any transaction fees when they purchase or
    redeem shares of the Acquired Portfolios. Where "Acquired Portfolio Fees
    and Expenses" are less than 0.01%, such expenses are included in the column
    titled "Other Expenses." This may cause the Total Annual Portfolio
    Operating Expenses to differ from those set forth in the Financial
    Highlights tables in the prospectus for the Portfolios.
 3. The total actual operating expenses for certain of the Portfolios listed
    above for the year ended December 31, 2006 were less than the amounts shown
    in the table above, due to fee waivers, reimbursement of expenses, and
    expense offset arrangements ("Arrangements"). These Arrangements are
    voluntary and may be terminated at any time. In addition, the Arrangements
    may be modified periodically. For more information regarding the
    Arrangements, please see the prospectus and statement of additional
    information for the Portfolios.
 4. Prior to May 1, 2007 the Portfolio was named the "AST American Century
    Strategic Balanced Portfolio."
 5. Effective June 16, 2006, Goldman Sachs Asset Management L.P. no longer
    serves as a Co-Sub-advisor to the Portfolio.
 6. Effective November 13, 2006, Marsico Capital Management, LLC became a
    Sub-advisor of the Portfolio along with William Blair & Company, LLC. Prior
    to November 13, 2006, William Blair & Company, LLC served as the sole
    Sub-advisor of the Portfolio, then named the "AST William Blair
    International Growth Portfolio."
 7. Effective November 13, 2006, Thornburg Investment Management, Inc. became a
    Sub-advisor of the Portfolio along with LSV Asset Management. Prior to
    November 13, 2006, LSV Asset Management served as the sole Sub-advisor of
    the Portfolio, then named the "AST LSV International Value Portfolio."
 8. Effective May 1, 2007, Neuberger Berman Management, Inc. became Sub-advisor
    to the Portfolio. Prior to May 1, 2007, Deutsche Asset Management, Inc.
    served as Sub-advisor of the Portfolio, then named the "AST DeAM Small-Cap
    Growth Portfolio."


 9. Effective December 2006, Salomon Brothers Asset Management, Inc. one of the
    Co-Sub-advisors to the Portfolio changed its name to ClearBridge Advisors,
    LLC.
 10.Prior to May 1, 2007 the Portfolio was named the "AST Global Allocation
    Portfolio." Expenses shown are the annualized estimated operating expense
    for AST UBS Dynamic Alpha Portfolio effective May 1, 2007. Operating
    expenses for the AST Global Allocation Portfolio based upon the year ended
    December 31, 2006 would be as follows: Shareholder Fees (fees paid directly
    from your investment) - None; Management Fees - .10%; Distribution (12b-1)
    Fees - None; Other Expenses - .09%; Acquired Portfolio Fees & Expenses -
    .88%; Total Annual Portfolio Operating Expenses - 1.07%.
 11.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 (excluding certain items
    discussed below) of Series I shares to 1.30% of average daily net assets.
    The expense limitation agreement is in effect through April 30, 2008.
 12.Through April 30, 2008, the advisor has contractually agreed to waive a
    portion of its advisory fees to the extent necessary so that the advisory
    fees payable by the Fund does not exceed a specified maximum annual
    advisory fee rate, wherein the fee rate includes breakpoints and is based
    upon net asset levels. The Fund's maximum annual advisory fee rate ranges
    from 0.745% (for average net assets up to $250 million) to 0.64% (for
    average net assets over $10 billion).
 13.Through April 30, 2008, the advisor has contractually agreed to waive a
    portion of its advisory fees to the extent necessary so that the advisory
    fees payable by the Fund does not exceed a specified maximum annual
    advisory fee rate, wherein the fee rate includes breakpoints and is based
    upon net asset levels. The Fund's maximum annual advisory fee rate ranges
    from 0.75% (for average net assets up to $250 million) to 0.68% (for
    average net assets over $10 billion).


                                      11




 14.The Funds' Board of Trustees reserves the right to suspend payments under
    the 12b-1 Plan at any time. On May 1, 2003, 12b-1 payments were suspended
    for all Funds except the First Trust 10 Uncommon Values Portfolio. Payments
    under the 12b-1 Plan resumed effective May 1, 2004 for the Target Managed
    VIP Portfolio, the Dow Dart 10 Portfolio, the Global Dividend Target 15
    Portfolio, the S&P Target 24 Portfolio, the Nasdaq Target 15 Portfolio and
    the Value Line Target 25 Portfolio.
 15.For the period September 30, 2004 through December 31, 2007, First Trust
    has contractually agreed to waive fees and reimburse expenses of the
    Portfolios to limit the total annual fund operating expenses (excluding
    brokerage expense and extraordinary expense) to 1.37% for the First Trust
    10 Uncommon Values Portfolio and 1.47% for each of the other Portfolios'
    average daily net assets. First Trust has entered into an agreement with
    First Defined Portfolio Fund, LLC that allows First Trust to recover from
    the Portfolios any fees waived or reimbursed during the three year period
    of January 1, 2005 through December 31, 2007. However, First Trust's
    ability to recover such amounts is limited to the extent that it would not
    exceed the amount reimbursed or waived during such period. To the extent
    that the actual expense ratio of a particular Portfolio is less than such
    Portfolio's applicable expense cap, First Trust may recover a portion of
    the previously waived or reimbursed amount equal to the amount that the
    expense cap exceeds the actual expense ratio.


 16.Effective January 1, 2006, the Fund implemented a performance fee structure
    and the management fee was lowered to 1.05%. Beginning January 1, 2007, the
    management fee may be adjusted, on a quarterly basis, upward or downward
    depending on the Fund's performance relative to its benchmark, the MSCI
    Emerging Markets Free Index. As a result, beginning January 1, 2007, if the
    management fee were calculated taking into account all base fee breakpoints
    and performance fee adjustment, the management fee could range from 0.95%
    at its lowest to 1.15% at its highest.
 17.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 VP ProFund U.S. Government Plus)
    through April 30, 2008. 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.
 18.The Fund's advisor has committed through April 30, 2008 to waive fees
    and/or reimburse expenses to the extent necessary to maintain the Fund's
    net operating expenses as shown.





                                                 Total Actual Annual
                                             Portfolio Operating Expenses
                  Portfolio Name             After Expense Reimbursement
      -------------------------------------------------------------------
                                          
      Wells Fargo Advantage VT Equity Income             1.00%




 19.The Fund's investment adviser has implemented a breakpoint schedule for the
    Fund's management fee. The management fee charged to the Fund will decline
    as the Fund's assets grow and will continue to be based on a percentage of
    the Fund's average daily net assets. The breakpoint schedule for the Fund
    is as follows: 0.55% from $0 to $499 million; 0.50% for assets from $500
    million to $999 million; 0.45% for assets from $1 billion to $2.99 billion;
    0.425% for assets from $3 billion to $4.99 billion; and 0.40% for assets $5
    billion and higher.


                                      12



                                EXPENSE EXAMPLES

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

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

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

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

  .   For each Sub-account charge, we deduct the current charge rather than any
      maximum charge

  .   You make no withdrawals of Account Value
  .   You make no transfers, or other transactions for which we charge a fee
  .   No tax charge applies
  .   You elect the Lifetime Five Income Benefit, the Highest Daily Value Death
      Benefit and the Enhanced Beneficiary Protection Death Benefit (which are
      the maximum combination of optional benefit charges)
  .   For the XT6 example, the Credit applicable to the Annuity is 6.5% of the
      Purchase Payment**

  .   For the APEX II example, the Loyalty Credit applies to the Annuity and is
      equal to 2.75% of total Purchase Payments made during the first four
      Annuity years
  .   For the ASAP III example, the Loyalty Credit applies to the Annuity and
      is equal to 0.50% of total Purchase Payment made during the first four
      Annuity years.


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


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

 ** The Credit that is applied to Purchase Payments received after the first
    Annuity Year is less than 6.5% (see "How do I Receive Credits?")

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


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


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




                                1 yr  3 yrs  5 yrs  10 yrs
                      ------------------------------------
                                        
                      ASAP III $1,186 $2,115 $2,998 $4,969
                      ------------------------------------
                      APEX II  $1,315 $2,270 $2,720 $5,372
                      ------------------------------------
                      ASL II    $550  $1,640 $2,720 $5,372
                      ------------------------------------
                      XT6/ 3/  $1,447 $2,507 $3,459 $5,790
                      ------------------------------------



                                      13



 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  $1,530 $2,548 $4,969
                       ----------------------------------
                       APEX II  N/A  $1,640 $2,720 $5,372
                       ----------------------------------
                       ASL II   $550 $1,640 $2,720 $5,372
                       ----------------------------------
                       XT6/ 3/  N/A   N/A   $2,883 $5,694
                       ----------------------------------



 If you do not surrender your annuity:




                                1 yr 3 yrs  5 yrs  10 yrs
                       ----------------------------------
                                       
                       ASAP III $511 $1,530 $2,548 $4,969
                       ----------------------------------
                       APEX II  $550 $1,640 $2,720 $5,372
                       ----------------------------------
                       ASL II   $550 $1,640 $2,720 $5,372
                       ----------------------------------
                       XT6/ 3/  $583 $1,739 $2,883 $5,694
                       ----------------------------------



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

                                      14



                              INVESTMENT OPTIONS

 WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIO?

 Each variable investment option is a Sub-account of American Skandia 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.

 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 (formerly American Skandia Trust). The
 investment managers for AST are AST Investment Services, Inc. (formerly,
 American Skandia Investment Services, Incorporated), a Prudential Financial
 Company, and Prudential Investments LLC, both of which are affiliated
 companies of American Skandia. However, a sub-advisor, as noted below, is
 engaged to conduct day-to-day management.


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


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


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

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

                                      15




 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 Advanced Strategies Portfolio
                                          AST American Century Strategic
                                          Allocation Portfolio
                                          AST Balanced Asset Allocation
                                          Portfolio
                                          AST Capital Growth Asset Allocation
  Spousal Lifetime Five Income Benefit    Portfolio
                                          AST Conservative Asset Allocation
                                          Portfolio
                                          AST First Trust Balanced Target
                                          Portfolio
  Highest Daily Lifetime Five Income      AST First Trust Capital Appreciation
  Benefit                                 Target Portfolio
                                          AST Preservation Asset Allocation
                                          Portfolio
                                          AST T. Rowe Price Asset Allocation
                                          Portfolio
  Highest Daily Value Death Benefit       AST UBS Dynamic Alpha
 ------------------------------------------------------------------------------

  Combo 5% Rollup & HAV Death Benefit
                                          All Investment Options Permitted
                                          EXCEPT for the following:
  Guaranteed Minimum Income Benefit       Access VP High Yield Fund
                                          AIM V.I. Technology
                                          First Trust 10 Uncommon Values
                                          Portfolio
  Guaranteed Minimum Withdrawal Benefit   NASDAQ Target 15 Portfolio
                                          ProFund VP Biotechnology
                                          ProFund VP Internet
  GRO/GRO PLUS                            ProFund VP Semiconductor
                                          ProFund VP Short Mid-Cap
                                          ProFund VP Short Small-Cap
                                          ProFund VP Technology
                                          ProFund VP Ultra OTC
                                          ProFund VP Ultra Small Cap
                                          ProFund VP UltraBull
  Highest Anniversary Value Death
  Benefit                                 Value Line Target 25
 ------------------------------------------------------------------------------

  Enhanced Beneficiary Protection
  Death Benefit
                                          All Investment Options Permitted
 ------------------------------------------------------------------------------


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


                                      16




       -----------------------------------------------------------------
        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,
                of equity and fixed income securities     LLC/Pacific
                across different investment               Investment
                categories and investment managers.       Management
                The Portfolio pursues a combination       Company LLC
                of traditional and non-traditional         (PIMCO)/
                investment strategies.                   T. Rowe Price
                                                       Associates, Inc./
                                                        William Blair &
                                                        Company, L.L.C.
       -----------------------------------------------------------------
        ASSET   AST Aggressive Asset Allocation
       ALLOCA-  Portfolio: seeks the highest
        TION/   potential total return consistent
       BALANCED with its specified level of risk
                tolerance. The Portfolio will invest
                its assets in several other Advanced
                Series Trust Portfolios. Under normal
                market conditions, the Portfolio will
                devote between 92.5% to 100% of its
                net assets to underlying portfolios
                investing primarily in equity
                securities, and 0% to 7.5% of its net
                assets to underlying portfolios         AST Investment
                investing primarily in debt             Services, Inc./
                securities and money market               Prudential
                instruments.                            Investments LLC
       -----------------------------------------------------------------
        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 & Income  AllianceBernstein
         CAP    Portfolio: seeks long-term growth of         L.P.
        VALUE   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 AllianceBernstein Managed Index    AllianceBernstein
         CAP    500 Portfolio: seeks to outperform           L.P.
        BLEND   the Standard & Poor's 500 Composite
                Stock Price Index (the "S&P 500")
                through stock selection resulting in
                different weightings of common stocks
                relative to the index. The Portfolio
                will invest, under normal
                circumstances, at least 80% of its
                net assets in securities included in
                the S&P(R) 500.
       -----------------------------------------------------------------
        LARGE   AST American Century Income & Growth   American Century
         CAP    Portfolio: seeks capital growth with      Investment
        VALUE   current income as a secondary          Management, Inc.
                objective. The Portfolio invests
                primarily in common stocks that offer
                potential for capital growth, and
                may, consistent with its investment
                objective, invest in stocks that
                offer potential for current income.
                The subadviser utilizes a
                quantitative management technique
                with a goal of building an equity
                portfolio that provides better
                returns than the S&P 500 Index
                without taking on significant
                additional risk and while attempting
                to create a dividend yield that will
                be greater than the S&P 500 Index.
       -----------------------------------------------------------------
        ASSET   AST American Century Strategic         American Century
       ALLOCA-  Allocation Portfolio (formerly known      Investment
        TION/   as AST American Century Strategic      Management, Inc.
       BALANCED Balanced Portfolio): long-term
                capital growth with some regular
                income. The Portfolio will invest,
                under normal circumstances, in any
                type of U.S. or foreign equity
                security that meets certain
                fundamental and technical standards.
                The portfolio managers will draw on
                growth, value and quantitative
                investment techniques in managing the
                equity portion of the Portfolio and
                diversify the Portfolio's investments
                among small, medium and large
                companies.
       -----------------------------------------------------------------


                                      17




       -----------------------------------------------------------------
        STYLE/      INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       -----------------------------------------------------------------
         ASSET   AST Balanced Asset Allocation
        ALLOCA-  Portfolio: seeks the highest
         TION/   potential total return consistent
       BALANCED  with its specified level of risk
                 tolerance. The Portfolio will invest
                 its assets in several other Advanced
                 Series Trust Portfolios. Under normal
                 market conditions, the Portfolio will
                 devote between 57.5% to 72.5% of its
                 net assets to underlying portfolios
                 investing primarily in equity
                 securities, and 27.5% to 42.5% of its
                 net assets to underlying portfolios     AST Investment
                 investing primarily in debt            Services, Inc./
                 securities and money market               Prudential
                 instruments.                           Investments LLC
       -----------------------------------------------------------------
         ASSET   AST Capital Growth Asset Allocation
        ALLOCA-  Portfolio: seeks the highest
         TION/   potential total return consistent
       BALANCED  with its specified level of risk
                 tolerance. The Portfolio will invest
                 its assets in several other Advanced
                 Series Trust Portfolios. Under normal
                 market conditions, the Portfolio will
                 devote between 72.5% to 87.5% of its
                 net assets to underlying portfolios
                 investing primarily in equity
                 securities, and 12.5% to 27.5% of its
                 net assets to underlying portfolios     AST Investment
                 investing primarily in debt            Services, Inc./
                 securities and money market               Prudential
                 instruments.                           Investments LLC
       -----------------------------------------------------------------
       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 securities
                 of real estate issuers. 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
        ALLOCA-  Portfolio: seeks the highest
         TION/   potential total return consistent
       BALANCED  with its specified level of risk
                 tolerance. The Portfolio will invest
                 its assets in several other Advanced
                 Series Trust Portfolios. Under normal
                 market conditions, the Portfolio will
                 devote between 47.5% to 62.5% of its
                 net assets to underlying portfolios
                 investing primarily in equity
                 securities, and 37.5% to 52.5% of its
                 net assets to underlying portfolios     AST Investment
                 investing primarily in debt            Services, Inc./
                 securities and money market               Prudential
                 instruments.                           Investments LLC
       -----------------------------------------------------------------
         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 the     Management
                 value stocks of smaller companies.      Americas, Inc.
                 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
          CAP    Portfolio: seeks capital growth. The
        GROWTH   Portfolio pursues its investment
                 objective by investing primarily in    Federated Equity
                 the stocks of small companies that        Management
                 are traded on national security           Company of
                 exchanges, NASDAQ stock exchange and    Pennsylvania/
                 the over-the-counter-market. Small     Federated Global
                 companies will be defined as              Investment
                 companies with market capitalizations     Management
                 similar to companies in the Russell    Corp./Federated
                 2000 Growth Index.                         MDTA LLC
       -----------------------------------------------------------------


                                      18




       ------------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       ------------------------------------------------------------------
        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 35% in fixed
                income securities. The Portfolio
                allocates the equity portion of the
                portfolio across five uniquely
                specialized strategies - the Dow/SM/
                Target Dividend, the Value Line(R)
                Target 25, the Global Dividend Target
                15, the NYSE(R) International Target
                25, and the Target Small Cap. Each
                strategy employs a quantitative
                approach by screening common stocks
                for certain attributes and/or using a
                multi-factor scoring system to select
                the common stocks. The fixed income
                allocation is determined by the Dow
                Jones Income strategy which utilizes
                certain screens to select bonds from
                the Dow Jones Corporate Bond Index or
                like-bonds not in the index.
       ------------------------------------------------------------------
        ASSET   AST First Trust Capital Appreciation      First Trust
       ALLOCA-  Target Portfolio: seeks long-term        Advisors L.P.
        TION/   growth of capital. The Portfolio
       BALANCED seeks 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 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 Growth    Goldman Sachs
         CAP    Portfolio: seeks growth of capital in        Asset
        GROWTH  a manner consistent with the            Management, L.P.
                preservation of capital. The
                Portfolio 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   growth. The Portfolio will seek its     Management, L.P.
                objective through investments
                primarily in equity securities that
                are believed to be undervalued in the
                marketplace. The Portfolio will
                invest, under normal circumstances,
                at least 80% of the value of its
                assets in small capitalization
                companies. The 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 a      Pacific Investment
        INCOME  high level of current income and may       Management
                also consider the potential for           Company LLC
                capital appreciation. The Portfolio         (PIMCO)
                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".
       ------------------------------------------------------------------


                                      19




        ----------------------------------------------------------------
         STYLE/     INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
          TYPE                                             ADVISOR/
                                                          SUB-ADVISOR
        ----------------------------------------------------------------
         INTER-  AST International Growth Portfolio     Marsico Capital
        NATIONAL (formerly, AST William Blair             Management,
         EQUITY  International Growth Portfolio):         LLC; William
                 seeks long-term capital growth. Under  Blair & Company,
                 normal circumstances, the Portfolio         L.L.C.
                 invests at least 80% of 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
        NATIONAL (formerly known as AST LSV
         EQUITY  International Value Portfolio): seeks
                 long-term capital appreciation. The
                 Portfolio normally invests at least
                 80% of the Portfolio's assets in
                 equity securities. The Portfolio will
                 invest at least 65% of its net assets
                 in the equity securities of companies     LSV Asset
                 in at least three different              Management/
                 countries, without limit as to the        Thornburg
                 amount of assets that may be invested     Investment
                 in a single country.                   Management, Inc.
        ----------------------------------------------------------------
         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
          CAP    current income and long-term growth
         VALUE   of income, as well as capital
                 appreciation. The Portfolio invests,
                 under normal circumstances, at least     Dreman Value
                 80% of its net assets in common        Management LLC/
                 stocks of large capitalization           Hotchkis and
                 companies. Large capitalization         Wiley Capital
                 companies are those companies with     Management LLC/
                 market capitalizations within the        J.P. Morgan
                 market capitalization range of the        Investment
                 Russell 1000 Value Index.              Management, Inc.
        ----------------------------------------------------------------
         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. To pursue its
                 objective, the Portfolio normally
                 invests primarily in high yield and
                 investment grade debt securities,
                 securities convertible into common
                 stock and preferred stocks. The
                 Portfolio may find good value in high
                 yield securities, sometimes called
                 "lower-rated bonds" or "junk bonds,"
                 and frequently may have more than
                 half of its assets invested in those
                 securities. At least 20% of the
                 Portfolio's 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.
        ----------------------------------------------------------------


                                      20




       ------------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       ------------------------------------------------------------------
        LARGE   AST Marsico Capital Growth Portfolio:   Marsico Capital
         CAP    seeks capital growth. Income            Management, LLC
        GROWTH  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
                developing 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 to       EARNEST
        VALUE   provide capital growth by investing      Partners LLC/
                primarily in mid-capitalization          WEDGE Capital
                stocks that appear to be undervalued.   Management, LLP
                The Portfolio generally invests,
                under normal circumstances, at least
                80% of the value of its net assets in
                mid-capitalization companies.
                Mid-capitalization companies are
                generally those that have market
                capitalizations, at the time of
                purchase, within the market
                capitalization range of companies
                included in the Russell Midcap Value
                Index during the previous 12-months
                based on month-end data.
       ------------------------------------------------------------------
        FIXED   AST Money Market Portfolio: seeks          Prudential
        INCOME  high current income while maintaining      Investment
                high levels of liquidity. The           Management, Inc.
                Portfolio invests in high-quality,
                short-term, U.S. dollar denominated
                corporate, bank and government
                obligations. The Portfolio will
                invest in securities which have
                effective maturities of not more than
                397 days.
       ------------------------------------------------------------------
       MID CAP  AST Neuberger Berman Mid-Cap Growth     Neuberger Berman
        GROWTH  Portfolio: seeks capital growth.        Management Inc.
                Under normal market conditions, the
                Portfolio invests at least 80% of its
                net assets in the common stocks of
                mid-capitalization companies.
                Mid-capitalization companies are
                those companies whose market
                capitalization is within the range of
                market capitalizations of companies
                in the Russell Midcap Growth Index.
                Using fundamental research and
                quantitative analysis, the subadviser
                looks for fast-growing companies that
                are in new or rapidly evolving
                industries.
       ------------------------------------------------------------------
       MID CAP  AST Neuberger Berman Mid-Cap Value      Neuberger Berman
        VALUE   Portfolio: seeks capital growth.        Management Inc.
                Under normal market conditions, the
                Portfolio invests at least 80% of its
                net assets in the common stocks of
                medium capitalization companies. For
                purposes of the Portfolio, companies
                with market capitalizations that fall
                within the range of the Russell
                Midcap(R) Index at the time of
                investment are considered medium
                capitalization companies. Some of the
                Portfolio's assets may be invested in
                the securities of large-cap companies
                as well as in small-cap companies.
                Under the Portfolio's value-oriented
                investment approach, the subadviser
                looks for well-managed companies
                whose stock prices are undervalued
                and that may rise in price before
                other investors realize their worth.
       ------------------------------------------------------------------


                                      21




       ------------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       ------------------------------------------------------------------
        SMALL   AST Neuberger Berman Small-Cap Growth   Neuberger Berman
         CAP    Portfolio (formerly known as AST DeAM   Management Inc.
        GROWTH  Small-Cap Growth Portfolio): seeks
                maximum growth of investors' capital
                from a portfolio of growth stocks of
                smaller companies. The Portfolio
                pursues its objective, under normal
                circumstances, by primarily investing
                at least 80% of its total assets in
                the equity securities of small-sized
                companies included in the Russell
                2000 Growth(R) Index.
       ------------------------------------------------------------------
        FIXED   AST PIMCO Limited Maturity Bond        Pacific Investment
        INCOME  Portfolio: seeks to maximize total         Management
                return consistent with preservation       Company LLC
                of capital. The Portfolio will invest       (PIMCO)
                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. The Portfolio will invest       (PIMCO)
                in a portfolio of fixed-income
                investment instruments of varying
                maturities. The average portfolio
                duration of the Portfolio generally
                will vary within a three- to six-year
                time frame based on the subadviser's
                forecast for interest rates.
       ------------------------------------------------------------------
        ASSET   AST Preservation Asset Allocation             AST
       ALLOCA-  Portfolio: seeks the highest               Investment
        TION/   potential total return consistent       Services, Inc./
       BALANCED with its specified level of risk           Prudential
                tolerance. The Portfolio will invest    Investments LLC
                its assets in several other Advanced
                Series Trust Portfolios. Under normal
                market conditions, the Portfolio will
                devote between 27.5% to 42.5% of its
                net assets to underlying portfolios
                investing primarily in equity
                securities, and 57.5% to 72.5% of its
                net assets to underlying portfolios
                investing primarily in debt
                securities and money market
                instruments.
       ------------------------------------------------------------------
        SMALL   AST Small-Cap Growth Portfolio: seeks     Eagle Asset
         CAP    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 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 Value Index. The
                Portfolio will focus on common stocks
                that appear to be undervalued.
       ------------------------------------------------------------------
        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.
       ------------------------------------------------------------------


                                      22




      --------------------------------------------------------------------
       STYLE/      INVESTMENT OBJECTIVES/POLICIES           PORTFOLIO
        TYPE                                                ADVISOR/
                                                           SUB-ADVISOR
      --------------------------------------------------------------------
        FIXED   AST T. Rowe Price Global Bond             T. Rowe Price
       INCOME   Portfolio: seeks to provide high       International, Inc.
                current income and capital growth by
                investing in high-quality foreign and
                U.S. dollar-denominated bonds. The
                Portfolio will invest at least 80% of
                its total assets in fixed income
                securities. The Portfolio invests in
                all types of bonds, including high
                quality bonds 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
                and mortgage and asset-backed
                securities 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 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 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 assets in
                natural resource companies. 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-  (formerly known as AST Global              Management
        TION/   Allocation Portfolio): seeks to          (Americas) Inc.
      BALANCED  maximize total return, consisting of
                capital appreciation and current
                income. The Portfolio invests in
                securities and financial instruments
                to gain exposure to global equity,
                global fixed income and cash
                equivalent markets, including global
                currencies. The Portfolio may invest
                in equity and fixed income securities
                of issuers located within and outside
                the United States or in open-end
                investment companies advised by UBS
                Global Asset Management (Americas)
                Inc., the Portfolio's subadviser, to
                gain exposure to certain global
                equity and global fixed income
                markets.
      --------------------------------------------------------------------
                    AIM VARIABLE INSURANCE FUNDS
      --------------------------------------------------------------------
       MID CAP  AIM Variable Insurance Funds - AIM       A I M Advisors,
       GROWTH   V.I. Dynamics Fund - Series I shares:         Inc.
                seeks long-term capital growth. The
                Portfolio pursues its objective by
                normally investing at least 65% of
                its assets in common stocks of
                mid-sized companies that are included
                in the Russell Midcap(R) Growth Index
                at the time of purchase.
      --------------------------------------------------------------------
      SPECIALTY AIM Variable Insurance Funds - AIM       A I M Advisors,
                V.I. Financial Services Fund - Series         Inc.
                I shares: seeks capital growth. The
                Portfolio normally invests at least
                80% of its net assets in the equity
                securities and equity-related
                instruments of companies involved in
                the financial services sector. These
                companies include, but are not
                limited to, banks, insurance
                companies, investment and
                miscellaneous industries, and
                suppliers to financial services
                companies.
      --------------------------------------------------------------------
      SPECIALTY AIM Variable Insurance Funds - AIM       A I M Advisors,
                V.I. Global Health Care Fund - Series         Inc.
                I shares: (formerly AIM V.I. Health
                Sciences Fund) seeks capital growth.
                The Portfolio normally invests at
                least 80% of its net assets in
                securities of health care industry
                companies.
      --------------------------------------------------------------------


                                      23




        ----------------------------------------------------------------
         STYLE/      INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
          TYPE                                              ADVISOR/
                                                           SUB-ADVISOR
        ----------------------------------------------------------------
        SPECIALTY AIM Variable Insurance Funds - AIM     A I M Advisors,
                  V.I. Technology Fund - Series I             Inc.
                  shares: seeks capital growth. The
                  Portfolio normally invests at least
                  80% of its net assets in the equity
                  securities and equity-related
                  instruments of companies engaged in
                  technology-related industries. These
                  include, but are not limited to,
                  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 invests    Investment
         GROWTH   at least 75% of its assets in common     Management
                  stocks of small- and medium-sized       Company, LLC
                  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 earnings growth above the
                  average earnings growth of companies
                  included in the Russell 2000(R)
                  Growth Index as a key factor in
                  selecting investments.
        ----------------------------------------------------------------
         INTER-   Evergreen VA International Equity:        Evergreen
        NATIONAL  seeks long-term capital growth and       Investment
         EQUITY   secondarily, modest income. The          Management
                  Portfolio will normally invest 80% of   Company, LLC
                  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 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. Excluding repurchase
                  agreements and other 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 invests    Investment
                  primarily, and under normal              Management
                  conditions substantially all of its     Company, LLC
                  assets, in common stocks of U.S.
                  companies across all market
                  capitalizations. The Portfolio's
                  manager employs a growth style of
                  equity management that emphasizes
                  companies with cash flow growth,
                  sustainable competitive advantages,
                  returns on invested capital above
                  their cost of capital and the ability
                  to manage for profitable growth that
                  can create long-term value for
                  shareholders.
        ----------------------------------------------------------------
                    FIRST DEFINED PORTFOLIO FUND, LLC
        ----------------------------------------------------------------
        SPECIALTY First Trust 10 Uncommon Values: seeks    First Trust
                  to provide above-average capital        Advisors L.P.
                  appreciation. The Portfolio seeks to
                  achieve its objective by investing
                  primarily in the ten common stocks,
                  listed on a U.S. securities exchange,
                  selected by the Investment Policy
                  Committee of Lehman Brothers Inc.
                  ("Lehman Brothers") with the
                  assistance of the Research Department
                  of Lehman Brothers which, in their
                  opinion have the greatest potential
                  for capital appreciation during the
                  next year. The stocks included in the
                  Portfolio are adjusted annually on or
                  about July 1/st/ in accordance with
                  the selections of Lehman Brothers.
                  Each security is initially equally
                  weighted in the portfolio.
        ----------------------------------------------------------------


                                      24




         --------------------------------------------------------------
          STYLE/      INVESTMENT OBJECTIVES/POLICIES        PORTFOLIO
           TYPE                                             ADVISOR/
                                                           SUB-ADVISOR
         --------------------------------------------------------------
         SPECIALTY Global Dividend Target 15: seeks to     First Trust
                   provide above-average total return.    Advisors L.P.
                   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
                   DJIA, 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, FT
                   Index and Hang Seng Index,
                   respectively, that have the highest
                   dividend yields in the respective
                   index on or about the applicable
                   stock selection date. Each security
                   is initially equally weighted in the
                   portfolio.
         --------------------------------------------------------------
         SPECIALTY NASDAQ(R) Target 15: seeks to provide   First Trust
                   above-average total return. The        Advisors L.P.
                   Portfolio seeks to achieve its
                   objective by investing in common
                   stocks issued by companies that are
                   expected to have the potential for
                   capital appreciation. 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: seeks to provide      First Trust
                   above-average total return. The        Advisors L.P.
                   Portfolio seeks to achieve its
                   objective by investing in common
                   stocks issued by companies that are
                   expected to have the potential for
                   capital appreciation. Beginning with
                   the stocks in the Standard & Poor's
                   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
                   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: seeks to provide    First Trust
                   above-average total return. The        Advisors L.P.
                   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/SM/
                   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/SM/ Target Dividend: seeks to   First Trust
                   provide above-average total return.    Advisors L.P.
                   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 , on or about the
                   applicable stock selection date, the
                   Portfolio selects twenty stocks based
                   on a multi-factor model. Each
                   security is initially equally
                   weighted in the portfolio.
         --------------------------------------------------------------
         SPECIALTY The Dow/SM/ DART 10: seeks to provide   First Trust
                   above-average total return. The        Advisors L.P.
                   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: seeks to       First Trust
                   provide above-average capital          Advisors L.P.
                   appreciation. The Portfolio seeks to
                   achieve its objective by investing in
                   common stocks issued by companies
                   that are expected to have the
                   potential for capital appreciation.
                   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.
         --------------------------------------------------------------


                                      25




       -----------------------------------------------------------------
        STYLE/      INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       -----------------------------------------------------------------
                   GARTMORE VARIABLE INSURANCE TRUST
       -----------------------------------------------------------------
        INTER-   GVIT Developing Markets: seeks
       NATIONAL  long-term capital appreciation, under
        EQUITY   normal conditions by investing at
                 least 80% of its total assets in
                 stocks of companies of any size based
                 in the world's developing economies.
                 Under normal market conditions,              NWD
                 investments are maintained in at         Management &
                 least six countries at all times and   Research Trust/
                 no more than 35% of total assets in    Gartmore Global
                 any single one of them.                    Partners
       -----------------------------------------------------------------
                              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 thatmatch the
       inverse of the index or the inverse of the index multiplied by a
       specified factor. The investment strategy of someof the
       portfolios may magnify (both positively and negatively) the
       daily investment results of the applicable index. It
       isrecommended that only those Annuity Owners who engage a
       financial advisor to allocate their account value using
       astrategic or tactical asset allocation strategy invest in these
       portfolios. The Portfolios are arranged based on the index
       onwhich its investment strategy is based.
       -----------------------------------------------------------------
                 ProFund VP Bull: seeks daily
       SPECIALTY investment results, before fees and
                 expenses, that correspond to the
                 daily performance of the S&P 500(R)    ProFund Advisors
                 Index.                                       LLC
       -----------------------------------------------------------------
       SPECIALTY ProFund VP Bear: seeks daily           ProFund Advisors
                 investment results, before fees and          LLC
                 expenses, that correspond to the
                 inverse (opposite) of the daily
                 performance of the S&P 500(R) Index.
                 If ProFund VP Bear is successful in
                 meeting its objective, its net asset
                 value should gain approximately the
                 same amount, on a percentage basis,
                 as any decrease in the S&P 500(R)
                 Index when the Index declines on a
                 given day. Conversely, its net asset
                 value should lose approximately the
                 same amount, on a percentage basis,
                 as any increase in the Index when the
                 Index rises on a given day.
       -----------------------------------------------------------------
       SPECIALTY ProFund VP UltraBull: seeks daily      ProFund Advisors
                 investment results, before fees and          LLC
                 expenses, that correspond to twice
                 (200%) the daily performance of the
                 S&P 500(R) Index. If ProFund VP
                 UltraBull is successful in meeting
                 its objective, its net asset value
                 should gain approximately twice as
                 much, on a percentage basis, as the
                 S&P 500(R) Index when the Index rises
                 on a given day. Conversely, its net
                 asset value should lose approximately
                 twice as much, on a percentage basis,
                 as the Index when the Index declines
                 on a given day.
       -----------------------------------------------------------------
       The S&P 500(R) Index is a measure of large-cap U.S. stock market
       performance. It is a float-adjusted market
       capitalizationweighted index of 500 U.S. operating companies and
       REITS selected by an S&P U.S. Index Committee through
       anon-mechanical process that factors criteria such as liquidity,
       price, market capitalization and financial viability.
       Recon-stitution occurs both on a quarterly and ongoing basis.
       -----------------------------------------------------------------
                 ProFund VP OTC: seeks daily
       SPECIALTY investment results, before fees and
                 expenses, that correspond to the
                 daily performance of the NASDAQ-100    ProFund Advisors
                 Index(R).                                    LLC
       -----------------------------------------------------------------
       SPECIALTY ProFund VP Short OTC: seeks daily      ProFund Advisors
                 investment results, before fees and          LLC
                 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.
       -----------------------------------------------------------------


                                      26




       -----------------------------------------------------------------
        STYLE/      INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       -----------------------------------------------------------------
       SPECIALTY ProFund VP UltraOTC: seeks daily       ProFund Advisors
                 investment results, before fees and          LLC
                 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
       theNASDAQ Stock Market. To be eligible for inclusion companies
       cannot be in bankruptcy proceedings and must meetcertain
       additional criteria including minimum trading volume and
       "seasoning" requirements. The Index is calculatedunder a
       modified capitalization-weighted methodology. Reconstitution and
       rebalancing occurs on an annual, quarterly andongoing basis.
       -----------------------------------------------------------------
       SPECIALTY ProFund VP UltraSmall-Cap: seeks       ProFund Advisors
                 daily investment results, before fees        LLC
                 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 fees        LLC
                 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
       capitalizationweighted index containing approximately 2000 of
       the smallest companies in the Russell 3000 Index or
       approximately 8% ofthe total market capitalization of the
       Russell 3000 Index, which in turn represents approximately 98%
       of the investableU.S. equity market. All U.S. companies listed
       on the NYSE, AMEX or NASDAQ meeting an initial minimum ($1)
       price areconsidered for inclusion. Reconstitution occurs
       annually. Securities are not replaced if they leave the index,
       however, newissue securities meeting other membership
       requirements may be added on a quarterly basis.
       -----------------------------------------------------------------
       SPECIALTY ProFund VP UltraMid-Cap: seeks daily   ProFund Advisors
                 investment results, before fees and          LLC
                 expenses, that correspond to twice
                 (200%) the daily performance of the
                 S&P MidCap 400 Index(R). If ProFund
                 VP UltraMid-Cap is successful in
                 meeting its objective, its net asset
                 value should gain approximately twice
                 as much, on a percentage basis, as
                 the S&P MidCap 400 Index when the
                 Index rises on a given day.
                 Conversely, its net asset value
                 should lose approximately twice as
                 much, on a percentage basis, as the
                 Index when the Index declines on a
                 given day.
       -----------------------------------------------------------------
       SPECIALTY ProFund VP Short Mid-Cap: 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 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-adjustedmarket
       capitalization weighted index of 400 U.S. operating companies
       and REITs. Securities are selected for inclusion inthe 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.
       -----------------------------------------------------------------


                                      27




        ---------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
         TYPE                                             ADVISOR/
                                                         SUB-ADVISOR
        ---------------------------------------------------------------
         SMALL  ProFund VP Small-Cap Value: seeks      ProFund Advisors
          CAP   daily investment results, before fees        LLC
         VALUE  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.
        ---------------------------------------------------------------
         SMALL  ProFund VP Small-Cap Growth: seeks     ProFund Advisors
          CAP   daily investment results, before fees        LLC
        GROWTH  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.
        ---------------------------------------------------------------
        The S&P SmallCap 600 Index is a measure of small-cap company
        U.S. stock market performance. It is a float adjustedmarket
        capitalization weighted index of 600 U.S. operating companies.
        Securities are selected for inclusion in the index byan 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 fees        LLC
         VALUE  and expenses, that correspond to the
                daily performance of the S&P
                500/Citigroup Value Index(R). The S&P
                500/Citigroup Value Index is designed
                to provide a comprehensive measure of
                large-cap U.S. equity "value"
                performance. It is an unmanaged float
                adjusted market capitalization
                weighted index comprised of stocks
                representing approximately half the
                market capitalization of the S&P 500
                Index that have been identified as
                being on the value end of the growth
                value spectrum.
        ---------------------------------------------------------------
         LARGE  ProFund VP Large-Cap Growth: seeks     ProFund Advisors
          CAP   daily investment results, before fees        LLC
        GROWTH  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.
        ---------------------------------------------------------------
        MID CAP ProFund VP Mid-Cap Value: seeks daily  ProFund Advisors
         VALUE  investment results, before fees and          LLC
                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 fees        LLC
                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.
        ---------------------------------------------------------------


                                      28




       -----------------------------------------------------------------
        STYLE/      INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       -----------------------------------------------------------------
       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.
       -----------------------------------------------------------------
        INTER-   ProFund VP Europe 30: seeks daily      ProFund Advisors
       NATIONAL  investment results, before fees and          LLC
        EQUITY   expenses, that correspond to the
                 daily performance of the ProFunds
                 Europe 30 Index. The ProFunds Europe
                 30 Index, created by ProFund
                 Advisors, is composed of companies
                 whose principal offices are located
                 in Europe and whose securities are
                 traded on U.S. exchanges or on the
                 NASDAQ as depositary receipts or
                 ordinary shares. The component
                 companies in the ProFunds Europe 30
                 Index are determined annually based
                 upon their U.S. dollar-traded volume.
                 Their relative weights are determined
                 based on a modified market
                 capitalization method.
       -----------------------------------------------------------------
       SPECIALTY ProFund VP Japan: seeks daily          ProFund Advisors
                 investment results, before fees and          LLC
                 expenses, that correspond to the
                 daily performance of the Nikkei 225
                 Stock Average. The Fund determines
                 its success in meeting this
                 investment objective by comparing its
                 daily return on a given day with the
                 daily performance of the
                 dollar-denominated Nikkei 225 futures
                 contracts traded in the United
                 States. The Fund seeks to provide a
                 return consistent with an investment
                 in the component equities in the
                 Nikkei 225 Stock Average hedged to
                 U.S. dollars.
       -----------------------------------------------------------------
       The Nikkei 225 Stock Average ("Nikkei" ) is a modified
       price-weighted index of the 225 most actively traded and
       liquidJapanese companies listed in the First Section of the
       Tokyo Stock Exchange (TSE). The Nikkei is calculated from the
       pricesof the 225 TSE First Section stocks selected to represent
       a broad cross-section of Japanese industries and the
       overallperformance of the Japanese equity market. Nihon Keizai
       Shimbun, Inc. is the sponsor of the Index. Companies in
       theNikkei are reviewed annually. Emphasis is placed on
       maintaining the Index's historical continuity while keeping the
       Indexcomposed of stocks with high market liquidity. The sponsor
       consults with various market experts, considers companyspecific
       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 fees        LLC
                 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 daily  ProFund Advisors
                 investment results, before fees and          LLC
                 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.
       -----------------------------------------------------------------


                                      29




       -----------------------------------------------------------------
        STYLE/      INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       -----------------------------------------------------------------
       SPECIALTY ProFund VP Consumer Goods: seeks       ProFund Advisors
                 daily investment results, before fees        LLC
                 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 fees        LLC
                 and expenses, that correspond to the
                 daily performance of the Dow Jones
                 U.S. Consumer Services Index. The Dow
                 Jones U.S. Consumer Services Index
                 measures the performance of consumer
                 spending in the services industry of
                 the U.S. equity market. Component
                 companies include airlines,
                 broadcasting and entertainment,
                 apparel and broadline retailers, food
                 and drug retailers, media agencies,
                 publishing, gambling, hotels,
                 restaurants and bars, and travel and
                 tourism.
       -----------------------------------------------------------------
       SPECIALTY ProFund VP Financials: seeks daily     ProFund Advisors
                 investment results, before fees and          LLC
                 expenses, that correspond to the
                 daily performance of the Dow Jones
                 U.S. Financials Index. The Dow Jones
                 U.S. Financials Index measures the
                 performance of the financial services
                 industry of the U.S. equity market.
                 Component companies include regional
                 banks; major U.S. domiciled
                 international banks; full line, life,
                 and property and casualty insurance
                 companies; companies that invest,
                 directly or indirectly in real
                 estate; diversified financial
                 companies such as Fannie Mae, credit
                 card issuers, check cashing
                 companies, mortgage lenders and
                 investment advisers; securities
                 brokers and dealers, including
                 investment banks, merchant banks and
                 online brokers; and publicly traded
                 stock exchanges.
       -----------------------------------------------------------------
       SPECIALTY ProFund VP Health Care: seeks daily    ProFund Advisors
                 investment results, before fees and          LLC
                 expenses, that correspond to the
                 daily performance of the Dow Jones
                 U.S. Health Care Index. The Dow Jones
                 U.S. Health Care Index measures the
                 performance of the healthcare
                 industry of the U.S. equity market.
                 Component companies include health
                 care providers, biotechnology
                 companies, medical supplies, advanced
                 medical devices and pharmaceuticals.
       -----------------------------------------------------------------
       SPECIALTY ProFund VP Industrials: seeks daily    ProFund Advisors
                 investment results, before fees and          LLC
                 expenses, that correspond to the
                 daily performance of the Dow Jones
                 U.S. Industrials Index. The Dow Jones
                 U.S. Industrials Index measures the
                 performance of the industrial
                 industry of the U.S. equity market.
                 Component companies include building
                 materials, heavy construction,
                 factory equipment, heavy machinery,
                 industrial services, pollution
                 control, containers and packaging,
                 industrial diversified, air freight,
                 marine transportation, railroads,
                 trucking, land-transportation
                 equipment, shipbuilding,
                 transportation services, advanced
                 industrial equipment, electric
                 components and equipment, and
                 aerospace.
       -----------------------------------------------------------------
       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.
       -----------------------------------------------------------------


                                      30




       -----------------------------------------------------------------
        STYLE/      INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       -----------------------------------------------------------------
       SPECIALTY ProFund VP Pharmaceuticals: seeks      ProFund Advisors
                 daily investment results, before fees        LLC
                 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 fees        LLC
                 and expenses, that correspond to the
                 daily performance of the Dow Jones
                 Precious Metals Index. The Dow Jones
                 Precious Metals Index measures the
                 performance of the precious metals
                 mining industry. Component companies
                 include leading miners and producers
                 of gold, silver and platinum-group
                 metals whose securities are available
                 to U.S. investors during U.S. trading
                 hours. It is a float-adjusted
                 market-capitalization weighted index.
       -----------------------------------------------------------------
       SPECIALTY ProFund VP Real Estate: seeks daily    ProFund Advisors
                 investment results, before fees and          LLC
                 expenses, that correspond to the
                 daily performance of the Dow Jones
                 U.S. Real Estate Index. The Dow Jones
                 U.S. Real Estate Index measures the
                 performance of the real estate sector
                 of the U.S. equity market. Component
                 companies include those that invest
                 directly or indirectly through
                 development, management or ownership
                 of shopping malls, apartment
                 buildings and housing developments;
                 and real estate investment trusts
                 ("REITs") that invest in apartments,
                 office and retail properties. REITs
                 are passive investment vehicles that
                 invest primarily in income-producing
                 real estate or real estate related
                 loans or interests.
       -----------------------------------------------------------------
       SPECIALTY ProFund VP Semiconductor: seeks daily      ProFund
                 investment results, before fees and      Advisors LLC
                 expenses, that correspond to the
                 daily performance of the Dow Jones
                 U.S. Semiconductors 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
                 investment results, before fees and      Advisors 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
                 daily investment results, before fees    Advisors LLC
                 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
                 investment results, before fees and      Advisors LLC
                 expenses, that correspond to the
                 daily performance of the Dow Jones
                 U.S. Utilities Sector Index. The Dow
                 Jones U.S. Utilities Sector Index
                 measures the performance of the
                 utilities industry of the U.S. equity
                 market. Component companies include
                 electric utilities, gas utilities and
                 water utilities.
       -----------------------------------------------------------------
       SPECIALTY ProFund VP U.S. Government Plus:           ProFund
                 seeks daily investment results,          Advisors LLC
                 before fees and expenses, that
                 correspond to one and one-quarter
                 times (125%) the daily price movement
                 of the most recently issued 30-year
                 U.S. Treasury bond ("Long Bond"). In
                 accordance with its stated objective,
                 the net asset value of ProFund VP
                 U.S. Government Plus generally should
                 decrease as interest rates rise. If
                 ProFund VP U.S. Government Plus is
                 successful in meeting its objective,
                 its net asset value should gain
                 approximately one and one-quarter
                 times (125%) as much, on a percentage
                 basis, as any daily increase in the
                 price of the Long Bond on a given
                 day. Conversely, its 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.
       -----------------------------------------------------------------


                                      31




       ------------------------------------------------------------------
        STYLE/      INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                               ADVISOR/
                                                           SUB-ADVISOR
       ------------------------------------------------------------------
       SPECIALTY ProFund VP Rising Rates Opportunity:        ProFund
                 seeks daily investment results,          Advisors 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
                 provide investment results that          Advisors 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.
       ------------------------------------------------------------------
                      THE PRUDENTIAL SERIES FUND
       ------------------------------------------------------------------
        INTER-   The Prudential Series Fund - SP           Prudential
       NATIONAL  International Growth Portfolio         Investments LLC/
        EQUITY   (formerly, The Prudential Series Fund   William Blair &
                 - SP William Blair International         Company, LLC
                 Growth Portfolio): Seeks long-term
                 capital appreciation. The Portfolio
                 invests 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 VARIABLE TRUST
       ------------------------------------------------------------------
         LARGE   Wells Fargo Advantage VT Equity        Wells Fargo Funds
          CAP    Income Fund (formerly known as Wells    Management, LLC
         VALUE   Fargo Advantage Equity Income Fund):
                 Seeks long-term capital appreciation
                 and dividend income. The Portfolio
                 invests principally in equity
                 securities of large-capitalization
                 companies, which they define as
                 companies with market capitalizations
                 of $3 billion or more.
       ------------------------------------------------------------------


 "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 Dow/SM/ 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.

                                      32



 "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.

 The First Trust(R) 10 Uncommon Values portfolio is not sponsored or created by
 Lehman Brothers, Inc. ("Lehman Brothers"). Lehman Brothers' only relationship
 to First Trust is the licensing of certain trademarks and trade names of
 Lehman Brothers and of the "10 Uncommon Values" which is determined, composed
 and calculated by Lehman Brothers without regard to First Trust or the First
 Trust(R) 10 Uncommon Values portfolio.

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

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


 Fixed Allocations may not be available in all states. Availability of Fixed
 Allocations is subject to change and may differ by state and by the annuity
 product you purchase. Please call American Skandia 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.


                                      33



                               FEES AND CHARGES


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

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


 WHAT ARE THE CONTRACT FEES AND CHARGES?


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


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

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


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


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

                                      34




 Annual Maintenance Fee: During the accumulation period we deduct an Annual
 Maintenance Fee. The Annual Maintenance Fee is $35.00 or 2% of your Account
 Value invested in the Sub-accounts, whichever is less. This fee will be
 deducted annually on the anniversary of the Issue Date of your Annuity or, if
 you surrender your Annuity during the Annuity Year, the fee is deducted at the
 time of surrender. With respect to ASAP III, APEX II and ASL II, currently,
 the Annual Maintenance Fee is only deducted if your Account Value is less than
 $100,000 on the anniversary of the Issue Date or at the time of surrender.
 With respect to XT6, we deduct the Annual Maintenance Fee regardless of
 Account Value. We do not impose the Annual Maintenance Fee upon annuitization,
 the payment of a Death Benefit, or a medically-related full surrender. We may
 increase the Annual Maintenance Fee. However, any increase will only apply to
 Annuities issued after the date of the increase. For beneficiaries that elect
 the Beneficiary Continuation Option, the Annual Maintenance Fee is the lesser
 of $30 or 2% of Account Value. For a non-qualified Beneficiary Continuation
 Option, the fee is only applicable if the Account Value is less than $25,000
 at the time the fee is assessed.

 Tax Charge: Several states and some municipalities charge premium taxes or
 similar taxes on annuities that we are required to pay. The amount of tax will
 vary from jurisdiction to jurisdiction and is subject to change. The tax
 charge currently ranges up to 3 1/2% of your Purchase Payments and is designed
 to approximate the taxes that we are required to pay. We generally will deduct
 the charge at the time the tax is imposed, but may also decide to deduct the
 charge from each Purchase Payment at the time of a withdrawal or surrender of
 your Annuity or at the time you elect to begin receiving annuity payments. We
 may assess a charge against the Sub-accounts and the Fixed Allocations equal
 to any taxes which may be imposed upon the separate accounts.

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


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


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


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

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


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

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


                                      35



 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
 American Skandia 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 CDSC or Tax Charge applies to amounts that are taken from the
 Sub-accounts or the Fixed Allocations. A Market Value Adjustment may also
 apply to transfers, certain withdrawals, surrender or annuitization from a
 Fixed Allocation.

 WHAT CHARGES APPLY IF I CHOOSE AN ANNUITY PAYMENT OPTION?

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


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

                                      36



                            PURCHASING YOUR ANNUITY

 WHAT ARE OUR REQUIREMENTS FOR PURCHASING ONE OF THE ANNUITIES?


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

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


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

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

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

..   Owner: The Owner(s) holds all rights under the Annuity. You may name up to
    two Owners in which case all ownership rights are held jointly. Generally,
    joint owners are required to act jointly; however, if each owner provides
    us with an instruction that we find acceptable, we will permit each owner
    to act separately. All information and documents that we are required to
    send you will be sent to the first named owner. This Annuity does not
    provide a right of survivorship. Refer to the Glossary of Terms for a
    complete description of the term "Owner."

..   Annuitant: The Annuitant is the person upon whose life we continue to make
    annuity payments. You must name an Annuitant who is a natural person. We do
    not accept a designation of joint Annuitants during the accumulation
    period. In limited circumstances and where allowed by law, you may name one
    or more Contingent Annuitants. Generally, a Contingent Annuitant will
    become the Annuitant if the Annuitant dies before the Annuity Date. Please
    refer to the discussion of "Considerations for Contingent Annuitants" in
    the Tax Considerations section of the Prospectus.
..   Beneficiary: The Beneficiary is the person(s) or entity you name to receive
    the Death Benefit. Your Beneficiary Designation should be the exact name of
    your beneficiary, not only a reference to the beneficiary's relationship to
    you. If you use a designation of "surviving spouse," we will pay the Death
    Benefit to the individual that is your spouse at the time of your death (as
    defined under the federal tax laws and regulations). If no beneficiary is
    named the Death Benefit will be paid to you or your estate.


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

                                      37



                             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;

..   a new Annuitant if the latest Annuity Date would be earlier than prior to
    the change;

..   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 the Spousal Lifetime Five Income Benefit, the eligible surviving
 spouse will also be able to assume the benefit with the Annuity. See the
 description of this benefit in the "Living Benefit Programs" section of this
 Prospectus. For purposes of determining any future Death Benefit for the
 beneficiary of the surviving spouse, the new Account Value will be considered
 as the initial Purchase Payment. No CDSC will apply to the new Account Value.
 However, any additional Purchase Payments applied after the date the
 assumption is effective will be subject to all provisions of the Annuity,
 including the CDSC when applicable.

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

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


 Contingent Annuitant

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

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


 MAY I RETURN MY ANNUITY IF I CHANGE MY MIND?

 If after purchasing your Annuity you change your mind and decide that you do
 not want it, you may return it to us within a certain period of time known as
 a right to cancel period. This is often referred to as a "free look."
 Depending on the state in which you purchased your Annuity and, in some
 states, if you purchased the Annuity as a replacement for a prior contract,
 the right to cancel period may be ten (10) days, or longer, measured from the
 time that you received your Annuity. If you return your Annuity during the
 applicable period, we will refund your current Account Value plus any tax
 charge deducted, less any applicable federal and


                                      38



 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. With respect to XT6, if you return
 your Annuity, we will not return any XTra Credits we applied to your Annuity
 based on your Purchase Payments.

 MAY I MAKE ADDITIONAL PURCHASE PAYMENTS?

 Unless we agree otherwise and subject to our rules, the minimum amount that we
 accept as an additional Purchase Payment is $100 unless you participate in
 American Skandia's 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.


 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 "American Skandia's Systematic
 Investment Plan." Purchase Payments made through electronic funds transfer may
 only be allocated to the Sub-accounts when applied. Different allocation
 requirements may apply in connection with certain optional benefits. We may
 allow you to invest in your Annuity with a lower initial Purchase Payment, as
 long as you authorize payments through an electronic funds transfer that will
 equal at least the minimum Purchase Payment set forth above during the first
 12 months of your Annuity. We may suspend or cancel electronic funds transfer
 privileges if sufficient funds are not available from the applicable financial
 institution on any date that a transaction is scheduled to occur.


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

                                      39



                          MANAGING YOUR ACCOUNT VALUE

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

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

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

 HOW DO I RECEIVE A LOYALTY CREDIT UNDER THE ASAP III AND APEX II ANNUITIES?

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

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


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

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

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

                                      40



 subject to state availability, equal to 2.75% of $15,000 (this represents the
 $20,000 of Purchase Payments made during the first four Annuity Years minus
 the $5,000 withdrawal made in the fifth Annuity Year. The computation
 disregards the additional $10,000 Purchase Payment made in the fifth Annuity
 Year.) Therefore, the Loyalty Credit amount would be equal to $412.50.

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

 For annuities issued prior to February 13, 2006:



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


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



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


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

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

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

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

 Examples of Applying Credits

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

                                      41



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

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

 The amount of any XTra Credits applied to your XT6 Annuity Account Value can
 be taken back by American Skandia under certain circumstances:
  .   any XTra Credits applied to your Account Value on Purchase Payments made
      within the 12 months before the Owner's (or Annuitant's if entity owned)
      date of death will be taken back;
  .   the amount available under the medically-related surrender portion of the
      Annuity will not include the amount of any XTra Credits payable on
      Purchase Payments made within 12 months prior to the date of a request
      under the medically-related surrender provision; and

  .   if you elect to "free look" your Annuity, the amount returned to you will
      not include the amount of any XTra Credits.

 If you qualify for the 6.5% Xtra Credit in the first year (for annuities
 issued on or after February 13, 2006, subject to state availability), only 6%
 of that amount will be taken back in connection with the first two bullets
 described above. However, we will take back the entire 6.5% if you "free look"
 your Annuity.

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


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

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




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


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


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


                                      42



 Frequent transfers among Sub-accounts in response to short-term fluctuations
 in markets, sometimes called "market timing," can make it very difficult for a
 Portfolio manager to manage a Portfolio's investments. Frequent transfers may
 cause the Portfolio to hold more cash than otherwise necessary, disrupt
 management strategies, increase transaction costs, or affect performance. Each
 Annuity offers Sub-accounts designed for Owners who wish to engage in frequent
 transfers (i.e., one or more of the Sub-accounts corresponding to the ProFund
 Portfolios and the AST Money Market Portfolio), and we encourage Owners
 seeking frequent transfers to utilize those Sub-accounts.

 In light of the risks posed to Owners and other investors by frequent
 transfers, we reserve the right to limit the number of transfers in any
 Annuity Year for all existing or new Owners and to take the other actions
 discussed below. We also reserve the right to limit the number of transfers in
 any Annuity Year or to refuse any transfer request for an Owner or certain
 Owners if: (a) we believe that excessive transfer activity (as we define it)
 or a specific transfer request or group of transfer requests may have a
 detrimental effect on Unit Values or the share prices of the Portfolios; or
 (b) we are informed by a Portfolio (e.g., by the Portfolio's portfolio
 manager) that the purchase or redemption of shares in the Portfolio must be
 restricted because the Portfolio believes the transfer activity to which such
 purchase and redemption relates would have a detrimental effect on the share
 prices of the affected Portfolio. Without limiting the above, the most likely
 scenario where either of the above could occur would be if the aggregate
 amount of a trade or trades represented a relatively large proportion of the
 total assets of a particular Portfolio. In furtherance of our general
 authority to restrict transfers as described above, and without limiting other
 actions we may take in the future, we have adopted the following specific
 restrictions:

..   With respect to each Sub-account (other than the AST Money Market
    Sub-account, or a Sub-account corresponding to a ProFund Portfolio), we
    track amounts exceeding a certain dollar threshold that were transferred
    into the Sub-account. If you transfer such amount into a particular
    Sub-account, and within 30 calendar days thereafter transfer (the "Transfer
    Out") all or a portion of that amount into another Sub-account, then upon
    the Transfer Out, the former Sub-account becomes restricted (the
    "Restricted Sub-account"). Specifically, we will not permit subsequent
    transfers into the Restricted Sub-account for 90 calendar days after the
    Transfer Out if the Restricted Sub-account invests in a non-international
    Portfolio, or 180 calendar days after the Transfer Out if the Restricted
    Sub-account invests in an international Portfolio. For purposes of this
    rule, we (i) do not count transfers made in connection with one of our
    systematic programs, such as asset allocation and automated withdrawals;
    (ii) do not count any transfer that solely involves Sub-accounts
    corresponding to any ProFund Portfolio and/or the AST Money Market
    Portfolio; and (iii) do not categorize as a transfer the first transfer
    that you make after the Issue Date, if you make that transfer within 30
    calendar days after the Issue Date. Even if an amount becomes restricted
    under the foregoing rules, you are still free to redeem the amount from
    your Annuity at any time.

..   We reserve the right to effect exchanges on a delayed basis for all
    contracts. That is, we may price an exchange involving the Sub-accounts on
    the Valuation Day subsequent to the Valuation Day on which the exchange
    request was received. Before implementing such a practice, we would issue a
    separate written notice to Owners that explains the practice in detail.

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

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

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


 The Portfolios may have adopted their own policies and procedures with respect
 to excessive trading of their respective shares, and we reserve the right to
 enforce these 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


                                      43




 violate the excessive trading policies established by the Portfolio. In
 addition, you should be aware that some Portfolios may receive "omnibus"
 purchase and redemption orders from other insurance companies or
 intermediaries such as retirement plans. The omnibus orders reflect the
 aggregation and netting of multiple orders from individual owners of variable
 insurance contracts and/or individual retirement plan participants. The
 omnibus nature of these orders may limit the Portfolios in their ability to
 apply their excessive trading policies and procedures. In addition, the other
 insurance companies and/or retirement plans may have different policies and
 procedures or may not have any such policies and procedures because of
 contractual limitations. For these reasons, we cannot guarantee that the
 Portfolios (and thus contract owners) will not be harmed by transfer activity
 relating to other insurance companies and/or retirement plans that may invest
 in the Portfolios.

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


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

 You can Dollar Cost Average from Sub-accounts or Fixed Allocations. Dollar
 Cost Averaging from Fixed Allocations is subject to a number of rules that
 include, but are not limited to the following:

  .   You may only use Fixed Allocations with Guarantee Periods of 1, 2 or 3
      years.

  .   You may only Dollar Cost Average earnings or principal plus earnings. If
      transferring principal plus earnings, the program must be designed to
      last the entire Guarantee Period for the Fixed Allocation.
  .   Dollar Cost Averaging transfers from Fixed Allocations are not subject to
      a Market Value Adjustment.

 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 is not available if you elect the Guaranteed
 Return Option Plus, the Guaranteed Return Option or the Highest Daily Lifetime
 Five Income Benefit.


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

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

 DO YOU OFFER ANY AUTOMATIC REBALANCING PROGRAMS?
 Yes. During the accumulation period, we offer Automatic Rebalancing among the
 Sub-accounts you choose. You can choose to have your Account Value rebalanced
 monthly, quarterly, semi-annually, or annually. On the appropriate date, the
 Sub-accounts you chose are rebalanced to the allocation percentages you
 requested. With Automatic Rebalancing, we transfer the appropriate

                                      44



 amount from the "overweighted" Sub-accounts to the "underweighted"
 Sub-accounts to return your allocations to the percentages you request. For
 example, over time the performance of the Sub-accounts will differ, causing
 your percentage allocations to shift.

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

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

 ARE ANY ASSET ALLOCATION PROGRAMS AVAILABLE?
 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.

 DO YOU OFFER PROGRAMS DESIGNED TO GUARANTEE A "RETURN OF PREMIUM" AT A FUTURE
 DATE?

 Yes. We offer three different programs for investors who wish to invest in the
 Sub-accounts but also wish to protect their principal, as of a specific date
 in the future. They are the Balanced Investment Program, the Highest Daily
 Lifetime Five Income Benefit and the Guaranteed Return Option Plus/SM/ (GRO
 Plus/SM/). GRO Plus is not available in all states. In some states where GRO
 Plus is not available we offer the Guaranteed Return Option (GRO).) Generally,
 all three programs allow you to allocate a portion of your Account Value to
 the available Sub-accounts while ensuring that your Account Value will at
 least equal your contributions adjusted for withdrawals and transfers on a
 specified date. Under GRO Plus, Account Value is allocated to and maintained
 in Fixed Allocations to the extent we, in our sole discretion, deem it is
 necessary to support our guarantee under the program. Highest Daily Lifetime
 Five also includes a specialized asset transfer component under which we may
 transfer Account Value between permitted Sub-accounts and a fixed interest
 rate account. This differs from the Balanced Investment Program where a set
 amount is allocated to a Fixed Allocation regardless of the performance of the
 underlying Sub-accounts or the interest rate environment after the amount is
 allocated to a Fixed Allocation. Under Highest Daily Lifetime Five, the
 "return of premium" component is only one feature of the benefit and only
 applies if no withdrawals are taken for the first ten years after benefit
 election. Generally, more of your Account Value will be allocated to the
 Sub-accounts under the GRO Plus and Highest Daily Lifetime Five programs than
 under the Balanced Investment Program (although in periods of poor market
 performance, low interest rates and/or, as the option progresses to its
 maturity date, this may not be the case). You may not want to use any of these
 programs if you expect to begin taking annuity payments before the program
 would be completed. In addition, as with most return of premium programs,
 amounts that are available to allocate to the Sub-accounts may be
 substantially less than they would be if you did not elect a return of premium
 program. This means that, if investment experience in the Sub-accounts were
 positive, your Account Value would grow at a slower rate than if you did not
 elect a return of premium program and allocated all of your Account Value to
 the Sub-accounts.

 There is no additional charge for participation in the Balanced Investment
 Program. There is an additional charge if you elect either GRO Plus or Highest
 Daily Lifetime Five. See below for a description of the Balanced Investment
 Program. See the "Living Benefit Programs" section of the Prospectus for
 details on GRO Plus and Highest Daily Lifetime Five. Restrictions and
 limitations apply.


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

       Example
       Assume you invest $100,000. You choose a 10-year program and allocate a
       portion of your Account Value to a Fixed Allocation with a 10-year
       Guarantee Period. The rate for the 10-year Guarantee Period is 2.50%*.
       Based on the fixed

                                      45



       interest rate for the Guarantee Period chosen, the factor is 0.781198
       for determining how much of your Account Value will be allocated to the
       Fixed Allocation. That means that $78,120 will be allocated to the Fixed
       Allocation and the remaining Account Value ($21,880) will be allocated
       to the Sub-accounts. Assuming that you do not make any withdrawals or
       transfers from the Fixed Allocation, it will grow to $100,000 at the end
       of the Guarantee Period. Of course we cannot predict the value of the
       remaining Account Value that was allocated to the Sub-accounts.



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

 MAY I GIVE MY FINANCIAL PROFESSIONAL PERMISSION TO FORWARD TRANSACTION
 INSTRUCTIONS?

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


 MAY I AUTHORIZE MY THIRD PARTY INVESTMENT ADVISOR TO MANAGE MY ACCOUNT?
 Yes. You may engage your own investment advisor to manage your account. These
 investment advisors may be firms or persons who also are appointed by us, or
 whose affiliated broker-dealers are appointed by us, as authorized sellers of
 the Annuities. Even if this is the case, however, please note that the
 investment advisor you engage to provide advice and/or make transfers for you,
 is not acting on our behalf, but rather is acting on your behalf. We do not
 offer advice about how to allocate your Account Value under any circumstance.
 As such, we are not responsible for any recommendations such investment
 advisors make, any investment models or asset allocation programs they choose
 to follow or any specific transfers they make on your behalf.

 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 the extent permitted) to pay
 for the investment advisor's fee, as with any other withdrawal from your
 Annuity, you may incur adverse tax consequences, a CDSC and/or a market value
 adjustment. Withdrawals to pay your investment advisor generally will also
 reduce the level of various living and death benefit guarantees provided (e.g.
 the withdrawals will reduce proportionately your 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. If
 your investment advisor has also acted as your Financial Professional with
 respect to the sale of your Annuity, he or she may be receiving compensation
 for services provided both as a Financial Professional and investment advisor.
 Alternatively, the investment advisor may compensate the Financial
 Professional from whom you purchased your Annuity for the referral that led
 you to enter into your investment advisory relationship with the investment
 advisor. If you are interested in the details about the compensation that your
 investment advisor and/or your Financial Professional receive in connection
 with your Annuity, you should ask them for more details.

 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 American Skandia as a condition of our accepting transactions
 on your behalf. The administrative agreement may impose limitations on the
 Financial Professional's or investment advisor's ability to request financial
 transactions on your behalf. These limitations are intended to minimize the
 detrimental impact of a Financial Professional who is in a position to
 transfer large amounts of money for multiple clients in a particular Portfolio
 or type of portfolio or to comply with specific restrictions or limitations
 imposed by a Portfolio(s) of American Skandia.

 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.americanskandia.prudential.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.

                                      46



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

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

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

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

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

 American Skandia 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 more than 30
 days before the end of its Guarantee Period, we will adjust the value of your
 investment based on a formula, called a "Market Value Adjustment" or "MVA".
 The amount of any Market Value Adjustment can be either positive or negative,
 depending on the movement of a combination of Strip Yields on Strips and an
 Option-adjusted Spread (each as defined below) between the time that you
 purchase the Fixed Allocation and the

                                      47



 time you make a transfer or withdrawal. The Market Value Adjustment formula
 compares the combination of Strip Yields for Strips and the Option-adjusted
 Spreads as of the date the Guarantee Period began with the combination of
 Strip Yields for Strips and the Option-adjusted Spreads as of the date the MVA
 is being calculated. In certain states the amount of any Market Value
 Adjustment may be limited under state law or regulation. If your Annuity is
 governed by the laws of that state, any Market Value Adjustment that applies
 will be subject to our rules for complying with such law or regulation.

..   "Strips" are a form of security where ownership of the interest portion of
    United States Treasury securities are separated from ownership of the
    underlying principal amount or corpus.
..   "Strip Yields" are the yields payable on coupon Strips of United States
    Treasury securities.
..   "Option-adjusted Spread" is the difference between the yields on corporate
    debt securities (adjusted to disregard options on such securities) and
    government debt securities of comparable duration. We currently use the
    Merrill Lynch 1 to 10 year Investment Grade Corporate Bond Index of
    Option-adjusted Spreads.

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

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

                                    where:

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

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

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

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

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

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

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

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

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

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

                                      48



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

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

                                      49



                            ACCESS TO ACCOUNT VALUE

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

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

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

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

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


  .   To meet liquidity needs, you can withdraw a limited amount from your
      Annuity during each Annuity Year without application of any CDSC. We call
      this the "Free Withdrawal" amount. The Free Withdrawal amount is not
      available if you choose to surrender your Annuity. Amounts withdrawn as a
      Free Withdrawal do not reduce the amount of CDSC that may apply upon a
      subsequent withdrawal or surrender of your Annuity. The minimum Free
      Withdrawal you may request is $100.
  .   You can also make withdrawals in excess of the Free Withdrawal amount.
      The minimum partial withdrawal you may request is $100.


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

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

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

 Partial withdrawals may also be available following annuitization but only if
 you choose certain annuity payment options.

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

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

                                      50



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

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

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

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


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


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


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

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

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

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


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

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

                                      51



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

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

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

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

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


 This waiver of any applicable CDSC is subject to our rules, including but not
 limited to the following:
  .   The Annuitant must have been named or any change of Annuitant must have
      been accepted by us, prior to the "Contingency Event" described below in
      order to qualify for a medically-related surrender;
  .   the Annuitant must be alive as of the date we pay the proceeds of such
      surrender request;
  .   if the Owner is one or more natural persons, all such Owners must also be
      alive at such time;
  .   we must receive satisfactory proof of the Annuitant's confinement in a
      Medical Care Facility or Fatal Illness in writing on a form satisfactory
      to us;

  .   this option is not available if the total Purchase Payments received
      exceed $500,000 for all annuities issued by us with this benefit where
      the same person is named as Annuitant; and

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


 A "Contingency Event" occurs if the Annuitant is:

..   first confined in a "Medical Care Facility" while your Annuity is in force
    and remains confined for at least 90 days in a row; or
..   first diagnosed as having a "Fatal Illness" while your Annuity is in force.

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

 WHAT TYPES OF ANNUITY OPTIONS ARE AVAILABLE?

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

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


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

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

                                      52



 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.


 Option 2

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


 Option 3

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


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




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


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


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

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

 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.


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


 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).


                                      53



 HOW ARE ANNUITY PAYMENTS CALCULATED?


 Fixed Annuity Payments

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



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

                                      54



                            LIVING BENEFIT PROGRAMS

 DO YOU OFFER PROGRAMS DESIGNED TO PROVIDE INVESTMENT PROTECTION FOR OWNERS
 WHILE THEY ARE ALIVE?
 American Skandia offers different optional benefits, for an additional charge,
 that can provide investment protection for Owners while they are alive.
 Notwithstanding the additional protection provided under the optional Living
 Benefit Programs, the additional cost has the impact of reducing net
 performance of the investment options. Each optional benefit offers a distinct
 type of guarantee, regardless of the performance of the Sub-accounts, that may
 be appropriate for you depending on the manner in which you intend to make use
 of your Annuity while you are alive. Depending on which optional benefit you
 choose, you can have flexibility to invest in the Sub-accounts while:
..   protecting a principal amount from decreases in value as of specified
    future dates due to investment performance;
..   taking withdrawals with a guarantee that you will be able to withdraw not
    less than a principal amount over time;
..   guaranteeing a minimum amount of growth will be applied to your principal,
    if it is to be used as the basis for certain types of lifetime income
    payments; or
..   providing spousal continuation of certain benefits.


 The "living benefits" that American Skandia offers are the Guaranteed Return
 Option Plus (GRO Plus), the Guaranteed Minimum Withdrawal Benefit (GMWB), the
 Guaranteed Minimum Income Benefit (GMIB), the Lifetime Five Income Benefit,
 the Spousal Lifetime Five Income Benefit and the Highest Daily Lifetime Five
 Income Benefit. Please refer to the benefit descriptions that follow for a
 complete description of the terms, conditions and limitations of each optional
 benefit. Investment restrictions apply if you elect certain optional living
 benefits. 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).


 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
 the Guaranteed Return Option program (and it is currently active), the
 Guaranteed Minimum Withdrawal Benefit, the Guaranteed Minimum Income Benefit,
 the Lifetime Five Income Benefit, the Spousal Lifetime Five Income Benefit,
 the Highest Daily Lifetime Five Income Benefit, the Highest Daily Value Death
 Benefit, or the Dollar Cost Averaging program if it involves transfers out of
 the Fixed Allocations.


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

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

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

                                      55



 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, American Skandia
           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, American Skandia 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, American
           Skandia 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, American
           Skandia 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.

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

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

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

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

                                      56



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

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

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

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

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

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

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

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

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

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

                                      57



 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.

 American Skandia 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. American Skandia reserves the right to change
 the allocation mechanism and the reallocation trigger at its discretion,
 subject to regulatory approval where required. Changes to the allocation
 mechanism and/or the reallocation trigger may be applied to existing programs
 where allowed by law.

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

 Termination of the Program

 You can elect to terminate the enhanced guarantee but maintain the protection
 provided by the base guarantee. You also can terminate the Guaranteed Return
 Option Plus program entirely. If you terminate the program entirely, you can
 subsequently elect to participate in the program again (based on the Account
 Value on that date) by furnishing the documentation we require. In a rising
 market, you could, for example, terminate the program on a given Valuation Day
 and two weeks later reinstate the program with a 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 the Guaranteed Return Option Plus program will no longer be
 deducted from your Account Value upon termination of the program.

 Special Considerations under the Guaranteed Return Option Plus
 This program is subject to certain rules and restrictions, including, but not
 limited to the following:
  .   Upon inception of the program, 100% of your Account Value must be
      allocated to the Sub-accounts. No Fixed Allocations may be in effect as
      of the date that you elect to participate in the program. However, the
      reallocation trigger may transfer Account Value to Fixed Allocations as
      of the effective date of the program under some circumstances.
  .   You cannot allocate any portion of Purchase Payments (including any
      Credits applied to such Purchase Payments under XT6) or transfer Account
      Value to or from a Fixed Allocation while participating in the program;
      however, all or a portion of any Purchase Payments (including any Credits
      applied to such Purchase Payments under XT6) may be allocated by us to

                                      58



     Fixed Allocations to support the amount guaranteed. You cannot participate
      in any dollar cost averaging program that transfers Account Value from a
      Fixed Allocation to a Sub-account.
  .   Transfers from Fixed Allocations made as a result of the allocation
      mechanism under the program will be subject to the Market Value
      Adjustment formula under an Annuity; however, the 0.10% liquidity factor
      in the formula will not apply. A Market Value Adjustment may be either
      positive or negative. Transfer amounts will be taken from the most
      recently established Fixed Allocation.
  .   Transfers from the Sub-accounts to Fixed Allocations or from Fixed
      Allocations to the Sub-accounts under the program will not count toward
      the maximum number of free transfers allowable under an Annuity.
  .   Any amounts applied to your Account Value by American Skandia on the
      maturity date or any anniversary of the maturity date will not be treated
      as "investment in the contract" for income tax purposes.
  .   Low interest rates may require allocation to Fixed Allocations even when
      the current Account Value exceeds the guarantee.
  .   As the time remaining until the applicable maturity date gradually
      decreases the program will become increasingly sensitive to moves to
      Fixed Allocations.
  .   We currently limit the Sub-accounts in which you may allocate Account
      Value if you participate in this program. We reserve the right to
      transfer any Account Value in a prohibited investment option to an
      eligible investment option. Should we prohibit access to any investment
      option, any transfers required to move Account Value to eligible
      investment options will not be counted in determining the number of free
      transfers during an Annuity Year. We may also require that you allocate
      your Account Value according to an asset allocation model.

 Charges under the Program

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

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


 GUARANTEED RETURN OPTION (GRO)


 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 the GRO Plus, the Guaranteed Minimum Withdrawal
 Benefit, the Guaranteed Minimum Income Benefit, the Lifetime Five Income
 Benefit, the Spousal Lifetime Five Income Benefit, the Highest Daily Lifetime
 Five Income 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 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, American Skandia 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,
 American Skandia will apply additional amounts to your Annuity from its
 general account to increase your Account Value to be equal to the Protected
 Principal Value.

                                      59



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

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

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

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

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

 American Skandia 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. American Skandia reserves the right to change
 the allocation mechanism and the reallocation trigger at its discretion,
 subject to regulatory approval where required. Changes to the allocation
 mechanism and/or the reallocation trigger may be applied to existing programs
 where allowed by law.

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

 Restart of the Program
 Once each Annuity Year you may request to restart the Program. Such a request
 is an election by you to terminate the existing Program and start a new one.
 Restarts only take effect on anniversaries of the Issue Date. To make such a
 request for a restart, you must notify us. If we accept your request, we then
 terminate the existing Program as of that valuation period, if it is an
 anniversary

                                      60



 of the Issue Date, or, if not, as of the next following anniversary of the
 Issue Date. The new Program starts at that time. The initial Protected
 Principal Value for the new Program is the Account Value as of the effective
 date of the new Program. Unless you tell us otherwise, the duration of the new
 Program will be the same as that for the existing Program. However, if we do
 not then make that duration available, you must elect from those we make
 available at that time.

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

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

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

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

 Special Considerations under the Guaranteed Return Option
 This program is subject to certain rules and restrictions, including, but not
 limited to the following:
..   Upon inception of the program, 100% of your Account Value must be allocated
    to the Sub-accounts. The Fixed Allocation may not be in effect as of the
    date that you elect to participate in the program. However, the
    reallocation trigger may transfer Account Value to the Fixed Allocation as
    of the effective date of the program under some circumstances.
..   Annuity Owners cannot allocate any portion of Purchase Payments (including
    any Credits applied to such Purchase Payments under XT6) or transfer
    Account Value to or from the Fixed Allocation while participating in the
    program; however, all or a portion of any Purchase Payments (including any
    Credits applied to such Purchase Payments under XT6) may be allocated by us
    to the Fixed Allocation to support the amount guaranteed. You cannot
    participate in any dollar cost averaging program that transfers Account
    Value from a Fixed Allocation to a Sub-account.
..   Transfers from the Fixed Allocation made as a result of the allocation
    mechanism under the program will be subject to the Market Value Adjustment
    formula under an Annuity; however, the 0.10% liquidity factor in the
    formula will not apply. A Market Value Adjustment may be either positive or
    negative. Transfer amounts will be taken from the most recently established
    Fixed Allocation.
..   Transfers from the Sub-accounts to the Fixed Allocation or from the Fixed
    Allocation to the Sub-accounts under the program will not count toward the
    maximum number of free transfers allowable under an Annuity.
..   Any amounts applied to your Account Value by American Skandia on the
    maturity date or any anniversary of the maturity date will not be treated
    as "investment in the contract" for income tax purposes.
..   Low interest rates may require allocation to the Fixed Allocation even when
    the current Account Value exceeds the guarantee.
..   As the time remaining until the applicable maturity date gradually
    decreases the program will become increasingly sensitive to moves to the
    Fixed Allocation.
..   We currently limit the Sub-accounts in which you may allocate Account Value
    if you participate in this program. We reserve the right to transfer any
    Account Value in a prohibited investment option to an eligible investment
    option. Should we prohibit access to any investment option, any transfers
    required to move Account Value to eligible investment options will not be
    counted in determining the number of free transfers during an Annuity Year.
    We may also require that you allocate your Account Value according to an
    asset allocation model.

 Charges under the Program

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


 With respect to XT6 and APEX II, effective November 18, 2002, American Skandia
 changed the manner in which the annual charge for the Guaranteed Return Option
 is deducted to the method described above. The annual charge for the
 Guaranteed Return Option for Owners who elected the benefit between
 February 4, 2002 and November 15, 2002 for XT6 and APEX II and subsequent to
 November 15, 2002 in those states where the daily deduction of the charge has
 not been approved, is deducted

                                      61



 annually, in arrears, according to the prospectus in effect as of the date the
 program was elected. Owners who terminate and then re-elect the Guaranteed
 Return Option or elect to restart the Guaranteed Return Option at any time
 after November 15, 2002 will be subject to the charge method described above.

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

..   American Skandia will not charge the 0.25% annual fee for the entire period
    that the program remains in effect, including any extension of the
    program's maturity date resulting from the Owner's election to restart the
    7-year program duration, regardless of when the Owner elects to participate
    in the Guaranteed Return Option program (or GRO Plus if we are no longer
    offering GRO).
..   Owners who complete the initial 7-year program duration OR terminate the
    program before the program's maturity date, will not be charged the 0.25%
    annual fee for participating in the program if they re-elect the Guaranteed
    Return Option program (or GRO Plus if we are no longer offering GRO) at a
    later date.
..   All other terms and conditions of your Annuity and the Guaranteed Return
    Option program (or GRO Plus if we are no longer offering GRO) apply to
    Owners who qualify for the waiver of the 0.25% annual fee.
..   Owners who purchase an Annuity after the completion of the Promotional
    Period do not qualify for the 0.25% annual fee waiver.

 GUARANTEED 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 the Guaranteed Return
 Option, Guaranteed Return Option Plus, the Guaranteed Minimum Income Benefit,
 the Lifetime Five Income Benefit, the Spousal Lifetime Five Income Benefit and
 the Highest Daily Lifetime Five Income Benefit.


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

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

 The Protected Value is determined as of the date you make your first
 withdrawal under your Annuity following your election of the GMWB program. The
 initial Protected Value is equal to the greater of (A) the Account Value on
 the date you elect the GMWB program, plus any additional Purchase Payments
 (plus any Credits applied to such Purchase Payments under XT6) before the date
 of your first withdrawal; or (B) the Account Value as of the date of the first
 withdrawal from your Annuity. The Protected Value may be enhanced by increases
 in your Account Value due to market performance during the period between your
 election of the GMWB program and the date of your first withdrawal.

  .   If you elect the GMWB program at the time you purchase your Annuity, the
      Account Value will be your initial Purchase Payment (plus any Credits
      applied to such Purchase Payments under XT6).
  .   If we offer the GMWB program to existing Annuity Owners, the Account
      Value on the anniversary of the Issue Date of your Annuity following your
      election of the GMWB program will be used to determine the initial
      Protected Value.
  .   If you make additional Purchase Payments after your first withdrawal, the
      Protected Value will be increased by the amount of the additional
      Purchase Payment (plus any Credits applied to such Purchase Payments
      under XT6).

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

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

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

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

  .   If, cumulatively, you withdraw an amount less than the Protected Annual
      Withdrawal Amount in any Annuity Year, you cannot carry-over the unused
      portion of the Protected Annual Withdrawal Amount to subsequent Annuity
      Years. However, because the Protected Value is only reduced by the actual
      amount of withdrawals you make under these circumstances, any unused
      Protected Annual Withdrawal Amount may extend the period of time until
      the remaining Protected Value is reduced to zero.
  .   Additional Purchase Payments will increase the Protected Annual
      Withdrawal Amount by 7% of the applicable Purchase Payment (and any
      Credits we apply to such Purchase Payments under XT6).
  .   If the Protected Annual Withdrawal Amount after an adjustment exceeds the
      Protected Value, the Protected Annual Withdrawal Amount will be set equal
      to the Protected Value.

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

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

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

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

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

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

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

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

 BENEFITS UNDER THE GMWB PROGRAM
  .   In addition to any withdrawals you make under the GMWB program, market
      performance may reduce your Account Value. If your Account Value is equal
      to zero, and you have not received all of your Protected Value in the
      form of withdrawals from your Annuity, we will continue to make payments
      equal to the remaining Protected Value in the form of fixed, periodic
      payments until the remainder of the Protected Value is paid, at which
      time the rider terminates. The fixed, periodic payments will each be
      equal to the Protected Annual Withdrawal Amount, except for the last
      payment which may be equal to the remaining Protected Value. We will
      determine the duration for which periodic payments will continue by
      dividing the Protected Value by the Protected Annual Withdrawal Amount.
      You will not have the right to make additional Purchase Payments or
      receive the remaining Protected Value in a lump sum. You can elect the
      frequency of payments, subject to our rules then in effect.

  .   If the death benefit under your Annuity becomes payable before you have
      received all of your Protected Value in the form of withdrawals from your
      Annuity, your Beneficiary has the option to elect to receive the
      remaining Protected Value as an alternate death benefit payout in lieu of
      the amount payable under any other death benefit provided under your
      Annuity. The remaining Protected Value will be payable in the form of
      fixed, periodic payments. Your beneficiary can elect the frequency of
      payments, subject to our rules then in effect. We will determine the
      duration for which periodic payments will continue by dividing the
      Protected Value by the Protected Annual Withdrawal Amount. The Protected
      Value is not equal to the Account Value for purposes of the Annuity's
      other death benefit options. The GMWB program does not increase or
      decrease the amount otherwise payable under the Annuity's other death
      benefit options. Generally, the GMWB program would be of value to your
      Beneficiary only when the Protected Value at death exceeds any other
      amount available as a death benefit.

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

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

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 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 American Skandia or its affiliated
 companies.

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

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

 Charges under the Program

 Currently, we deduct a charge equal to 0.35% of the average daily net assets
 of the Sub-accounts per year to purchase the GMWB program. The annual charge
 is deducted daily.


  .   If, during the seven years following the effective date of the program,
      you do not make any withdrawals, and do not make any additional Purchase
      Payments after a five-year period following the effective date of the
      program, the program will remain in effect; however, we will waive the
      annual charge going forward. If you make an additional Purchase Payment
      following the waiver of the annual charge, we will begin charging for the
      program. After year seven (7) following the effective date of the
      program, withdrawals will not cause a charge to be re-imposed.
  .   If you elect to step-up the Protected Value under the program, and on the
      date you elect to step-up, the charges under the program have changed for
      new purchasers, your program may be subject to the new charge level for
      the benefit.

 Additional Tax Considerations for Qualified Contracts/Arrangements

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

                                      65



 established on the effective date of the GMIB program and is equal to your
 Account Value on such date. Currently, since the GMIB program may only be
 elected at issue, the effective date is the Issue Date of your Annuity. The
 Protected Income Value is increased daily based on an annual growth rate of
 5%, subject to the limitations described below. The Protected Income Value is
 referred to as the "Protected Value" in the rider we issue for this benefit.
 The 5% annual growth rate is referred to as the "Roll-Up Percentage" in the
 rider we issue for this benefit.

 The Protected Income Value is subject to a limit of 200% (2X) of the sum of
 the Protected Income Value established on the effective date of the GMIB
 program, or the effective date of any step-up value, plus any additional
 Purchase Payments (and any Credit that is applied to such Purchase Payments in
 the case of XT6) made after the waiting period begins ("Maximum Protected
 Income Value"), minus the sum of any reductions in the Protected Income Value
 due to withdrawals you make from your Annuity after the waiting period begins.

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

 Stepping-Up the Protected Income Value - You may elect to "step-up" or "reset"
 your Protected Income Value if your Account Value is greater than the current
 Protected Income Value. Upon exercise of the step-up provision, your initial
 Protected Income Value will be reset equal to your current Account Value. From
 the date that you elect to step-up the Protected Income Value, we will apply
 the 5% annual growth rate to the stepped-up Protected Income Value, as
 described above. You can exercise the step-up provision twice while the GMIB
 program is in effect, and only while the Annuitant is less than age 76.

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

 Impact of Withdrawals on the Protected Income Value - Cumulative withdrawals
 each Annuity Year up to 5% of the Protected Income Value will reduce the
 Protected Income Value on a "dollar-for-dollar" basis (the Protected Income
 Value is reduced by the actual amount of the withdrawal). Cumulative
 withdrawals in any Annuity Year in excess of 5% of the Protected Income Value
 will reduce the Protected Income Value proportionately (see the examples of
 this calculation below). The 5% annual withdrawal

                                      66



 amount is determined on each anniversary of the Issue Date (or on the Issue
 Date for the first Annuity Year) and applies to any withdrawals during the
 Annuity Year. This means that the amount available for withdrawals each
 Annuity Year on a "dollar-for-dollar" basis is adjusted on each Annuity
 anniversary to reflect changes in the Protected Income Value during the prior
 Annuity Year.

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

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

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

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

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

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

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

 Key Feature - GMIB Annuity Payments

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

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


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

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

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

 GMIB Annuity Payment Option 2 - Payments for Joint Lives with a Certain Period
 Under this option, monthly annuity payments will be made until the death of
 both the Annuitant and the Joint Annuitant. If the Annuitant and the Joint
 Annuitant die before having received 120 monthly annuity payments, the
 remainder of the 120 monthly annuity payments will be made to the Beneficiary.

  .   If the Annuitant dies first, we will continue to make payments until the
      later of the death of the Joint Annuitant and the end of the period
      certain. However, if the Joint Annuitant is still receiving annuity
      payments following the end of the certain period, we will reduce the
      amount of each subsequent payment to 50% of the original payment amount.
  .   If the Joint Annuitant dies first, we will continue to make payments
      until the later of the death of the Annuitant and the end of the period
      certain.

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

 Other Important Considerations
..   You should note that GMIB is designed to provide a type of insurance that
    serves as a safety net only in the event your Account Value declines
    significantly due to negative investment performance. If your Account Value
    is not significantly affected by negative investment performance, it is
    unlikely that the purchase of the GMIB will result in your receiving larger
    annuity payments than if you had not purchased GMIB. This is because the
    assumptions that we use in computing the GMIB, such as the annuity purchase
    rates, (which include assumptions as to age-setbacks and assumed interest
    rates), are more conservative than the assumptions that we use in computing
    annuity payout options outside of GMIB. Therefore, you may generate higher
    income payments if you were to annuitize a lower Account Value at the
    current annuity purchase rates, than if you were to annuitize under the
    GMIB with a higher Protected Value than your Account Value but, at the
    annuity purchase rates guaranteed under the GMIB. The GMIB program does not
    directly affect an Annuity's Account Value, Surrender Value or the amount
    payable under either the basic Death Benefit provision of the Annuity or
    any optional Death Benefit provision. If you surrender your Annuity, you
    will receive the current Surrender Value, not the Protected Income Value.
    The Protected Income Value is only applicable if you elect to begin
    receiving annuity payments under one of the GMIB annuity options after the
    waiting period.
..   Each Annuity offers other annuity payment options that you can elect which
    do not impose an additional charge, but which do not offer to guarantee a
    minimum value on which to make annuity payments.
..   Where allowed by law, we reserve the right to limit subsequent Purchase
    Payments if we determine, at our sole discretion, that based on the timing
    of your Purchase Payments and withdrawals, your Protected Income Value is
    increasing in ways we did not intend. In determining whether to limit
    Purchase Payments, we will look at Purchase Payments which are
    disproportionately larger than your initial Purchase Payment and other
    actions that may artificially increase the Protected Income Value.
..   We currently limit the Sub-accounts in which you may allocate Account Value
    if you participate in this program. We reserve the right to transfer any
    Account Value in a prohibited investment option to an eligible investment
    option. Should we prohibit access to any investment option, any transfers
    required to move Account Value to eligible investment options will not be
    counted in determining the number of free transfers during an Annuity Year.
    We may also require that you allocate your Account Value according to an
    asset allocation model.
..   If you change the Annuitant after the effective date of the GMIB program,
    the period of time during which we will apply the 5% annual growth rate may
    be changed based on the age of the new Annuitant. If the new Annuitant
    would not be eligible to elect the GMIB program based on his or her age
    at the time of the change, then the GMIB program will terminate.
..   Annuity payments made under the GMIB program are subject to the same tax
    treatment as any other annuity payment.
..   At the time you elect to begin receiving annuity payments under the GMIB
    program or under any other annuity payment option we make available, the
    protection provided by an Annuity's basic Death Benefit or any optional
    Death Benefit provision you elected will no longer apply.

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

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

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

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

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

 No charge applies after the Annuity Date.

 LIFETIME FIVE INCOME BENEFIT (LIFETIME FIVE)


 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 Spousal Lifetime Five or
 Highest Daily Lifetime Five. 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. With respect to XT6,
 Credits are added to Purchase Payments for purposes of calculating the


                                      69



 Protected Withdrawal Value, the Annual Income Amount and the Annual Withdrawal
 Amount (see below for a description of Annual Income Amount and Annual
 Withdrawal Amount).

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


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

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

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

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

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

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

 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


                                      70




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


 Key Feature - Annual Income Amount under the Life Income Benefit

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


 Key Feature - Annual Withdrawal Amount under the Withdrawal Benefit

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


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

  .   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

                                      71



 (b)Account Value on March 1, 2006 (the date of the first withdrawal) = $263,000
 (c)Account Value on February 1, 2006 (the first Annuity Anniversary) = $265,000

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

 Example 1. Dollar-for-dollar reduction
 If $10,000 was withdrawn (less than both the Annual Income Amount and the
 Annual Withdrawal Amount) on March 1, 2006, then the following values would
 result:

  .   Remaining Annual Withdrawal Amount for current Annuity Year = $18,550 -
      $10,000 = $8,550. Annual Withdrawal Amount for future Annuity Years
      remains at $18,550
  .   Remaining Annual Income Amount for current Annuity Year = $13,250 -
      $10,000 = $3,250. Annual Income Amount for future Annuity Years remains
      at $13,250

  .   Protected Withdrawal Value is reduced by $10,000 from $265,000 to $255,000

 Example 2. Dollar-for-dollar and proportional reductions
 (a)If $15,000 was withdrawn (more than the Annual Income Amount but less than
    the Annual Withdrawal Amount) on March 1, 2006, then the following values
    would result:
  .   Remaining Annual Withdrawal Amount for current Annuity Year = $18,550 -
      $15,000 = $3,550 Annual Withdrawal Amount for future Annuity Years
      remains at $18,550
  .   Remaining Annual Income Amount for current Annuity Year = $0

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

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

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

 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

                                      72



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

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

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

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

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

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

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

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


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

                                      73




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

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


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

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


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


 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 will be a restriction on
 your ability to re-elect Spousal Lifetime Five or elect Highest Daily Lifetime
 Five or Lifetime Five. (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

                                      74



 that market performance will not affect your ability to receive annual
 payments, and wish either spouse to be able to continue the Spousal Life
 Income Benefit after the death of the first. You are not required to make
 withdrawals as part of the program - the guarantees are not lost if you
 withdraw less than the maximum allowable amount each year under the rules of
 the program.

 Key Feature - Initial Protected Withdrawal Value

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


  .   If you elect the Spousal Lifetime Five program at the time you purchase
      your Annuity, the Account Value will be your initial Purchase Payment.
  .   For existing Owners who are electing the Spousal Lifetime Five benefit,
      the Account Value on the date of your election of the Spousal Lifetime
      Five program will be used to determine the initial Protected Withdrawal
      Value.

 Key Feature - Annual Income Amount under the Spousal Life Income Benefit

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

 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 (plus any Credit
 with respect to XT6). Any increase will be added to your Annual Income Amount
 beginning on the day that the step-up is effective or the Purchase Payment is
 made. A determination of whether you have exceeded your Annual Income Amount
 is made at the time of each withdrawal; therefore a subsequent increase in the
 Annual Income Amount will not offset the effect of a withdrawal that exceeded
 the Annual Income Amount at the time the withdrawal was made.

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

 Examples of withdrawals and step-up

 The following examples of dollar-for-dollar and proportional reductions and
 the step-up of the Annual Income Amount assume: 1.) the Issue Date and the
 Effective Date of the Spousal Lifetime Five program are February 1, 2005; 2.)
 an initial Purchase Payment of

                                      75



 $250,000; 3.) the Account Value on February 1, 2006 is equal to $265,000; 4.)
 the first withdrawal occurs on March 1, 2006 when the Account Value is equal
 to $263,000; and 5.) the Account Value on February 1, 2010 is equal to
 $280,000. The values set forth here are purely hypothetical, and do not
 reflect the charge for the Spousal Lifetime Five or any other fees and charges.

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

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

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

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

 Example 2. Dollar-for-dollar and proportional reductions
 If $15,000 was withdrawn (more than the Annual Income Amount) on March 1,
 2006, then the following values would result:
..   Remaining Annual Income Amount for current Annuity Year = $0
    Excess of withdrawal over the Annual Income Amount ($15,000 - $13,250 =
    $1,750) reduces
    Annual Income Amount for future Annuity Years.
..   Reduction to Annual Income Amount = Excess Income/Account Value before
    Excess Income X Annual Income Amount = $1,750/($263,000 - $13,250) X
    $13,250 = $93 Annual Income Amount for future Annuity Years = $13,250 - $93
    = $13,157

 Example 3. Step-up of the Annual Income Amount

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


 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.

                                      76



 Other Important Considerations
  .   Withdrawals under the Spousal Lifetime Five program are subject to all of
      the terms and conditions of the Annuity, including any CDSC.

  .   Withdrawals made while the Spousal Lifetime Five program is in effect
      will be treated, for tax purposes, in the same way as any other
      withdrawals under the Annuity. The Spousal Lifetime Five program does not
      directly affect the Annuity's Account Value or Surrender Value, but any
      withdrawal will decrease the Account Value by the amount of the
      withdrawal (plus any applicable CDSC). If you surrender your Annuity, you
      will receive the current Surrender Value, not the Protected Withdrawal
      Value.

  .   You can make withdrawals from your Annuity while your Account Value is
      greater than zero without purchasing the Spousal Lifetime Five program.
      The Spousal Lifetime Five program provides a guarantee that if your
      Account Value declines due to market performance, you will be able to
      receive your Annual Income Amount in the form of periodic benefit
      payments.

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

  .   There may be circumstances where you will continue to be charged the full
      amount for the Spousal Lifetime Five program even when the benefit is
      only providing a guarantee of income based on one life with no
      survivorship.

  .   In order for the Surviving Designated Life to continue the Spousal
      Lifetime Five program upon the death of an owner, the Designated Life
      must elect to assume ownership of the Annuity under the spousal
      continuation option. When the Annuity is owned by a Custodial Account, in
      order for Spousal Lifetime Five to be continued after the death of the
      first Designated Life (the Annuitant), the Custodial Account must elect
      to continue the Annuity and the second Designated Life (the Contingent
      Annuitant) will be named as the new Annuitant. See "Spousal
      Designations", and "Spousal Assumption of Annuity" in this Prospectus.


 Election of and Designations under the Program

 Spousal Lifetime Five can only be elected based on two Designated Lives.
 Designated Lives must be natural persons who are each other's spouses at the
 time of election of the program and at the death of the first of the
 Designated Lives to die. Currently, the program may only be elected where the
 Owner, Annuitant and Beneficiary Designations are as follows:
  .   One Annuity Owner, where the Annuitant and the Owner are the same person
      and the beneficiary is the Owner's spouse. The Owner/Annuitant and the
      beneficiary each must be at least 55 years old at the time of election; or
  .   Co-Annuity Owners, where the Owners are each other's spouses. The
      Beneficiary Designation must be the surviving spouse. The first named
      Owner must be the Annuitant. Both Owners must each be at least 55 years
      old at the time of election; or

  .   One Annuity Owner, where the Owner is a custodial account established to
      hold retirement assets for the benefit of the Annuitant pursuant to the
      provisions of Section 408(a) of the Internal Revenue Code (or any
      successor Code section thereto) ("Custodial Account"), the Beneficiary is
      the Custodial Account and the spouse of the Annuitant is the Contingent
      Annuitant. Both the Annuitant and Contingent Annuitant must each be at
      least 55 years old at the time of election.

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

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


 Currently, if you terminate the program, you will only be permitted to
 re-elect Spousal Lifetime Five or elect Highest Daily Lifetime Five or
 Lifetime Five 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.

                                      77



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


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

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

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

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

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

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

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

 The Protected Withdrawal Value initially is equal to the Account Value on the
 date that you elect Highest Daily Lifetime Five. On each Valuation Day
 thereafter, until the earlier of the first withdrawal or ten years after the
 date of your election of the benefit, we


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 recalculate the Protected Withdrawal Value. Specifically, on each such
 Valuation Day (the "Current Valuation Day"), the Protected Withdrawal Value is
 equal to the greater of:
  .   the Protected Withdrawal Value for the immediately preceding Valuation
      Day (the "Prior Valuation Day"), appreciated at the daily equivalent of
      5% annually during the calendar day(s) between the Prior Valuation Day
      and the Current Valuation Day (i.e., one day for successive Valuation
      Days, but more than one calendar day for Valuation Days that are
      separated by weekends and/or holidays), plus the amount of any Purchase
      Payment (including any associated credit) made on the Current Valuation
      Day; and
  .   the Account Value.

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

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

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

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

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

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


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

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

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

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

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

 Here is the calculation:




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




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

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





                                Highest Quarterly Value
                                    (adjusted with       Adjusted Total Annual
                                withdrawal and Purchase Income Amount (5% of the
Date*             Account value       Payments)**       Highest Quarterly Value)
- -----             ------------- ----------------------- ------------------------
                                               
June 1, 2007       $118,000.00        $118,000.00              $5,900.00
August 6, 2007     $120,000.00        $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



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

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

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

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

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

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

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

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

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

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


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..   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.

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

 Any change of the Annuitant under the Annuity will result in cancellation of
 Highest Daily Lifetime Five. Similarly, any change of Owner will result in
 cancellation of Highest Daily Lifetime Five, except if (a) the new Owner has
 the same taxpayer identification number as the previous owner (b) both the new
 Owner and previous Owner are entities or (c) the previous Owner is a natural
 person and the new Owner is an entity.

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

 Currently, if you terminate the Highest Daily Lifetime Five benefit, you will
 (a) not be permitted to re-elect the benefit and (b) will be allowed to elect
 the Spousal Lifetime Five Benefit or the Lifetime Five Income 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 with
    respect to XT6) during the one-year period after you elected the benefit.

 If the sum of (a) and (b) is greater than your Account Value on the Tenth
 Anniversary, we increase your Account Value to equal the sum of (a) and (b),
 by contributing funds from our general account. If the sum of (a) and (b) is
 less than or equal to your Account Value on the Tenth Anniversary, we make no
 such adjustment. The amount that we add to your Account Value under this


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

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

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

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

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

 Depending on the results of the calculation relative to the reallocation
 triggers, we may, on any day:
  .   Not make any transfer; or
  .   If a portion of your Account Value was previously allocated to the
      Benefit Fixed Rate Account, transfer all or a portion of those amounts to
      the Permitted Sub-accounts, based on your existing allocation
      instructions or (in the absence of such existing instructions) pro rata
      (i.e., in the same proportion as the current balances in your variable
      investment options). 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


                                      83




  .   Transfer all or a portion of your Account Value in the Permitted
      Sub-accounts pro-rata to the Benefit Fixed Rate Account. The interest
      that you earn on such transferred amount will be equal to the annual rate
      that we have set for that day, and we will credit the daily equivalent of
      that annual interest until the earlier of one year from the date of the
      transfer or the date that such amount in the Benefit Fixed Rate Account
      is transferred back to the Permitted Sub-accounts.

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

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

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


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                                 DEATH BENEFIT

 WHAT TRIGGERS THE PAYMENT OF A DEATH BENEFIT?

 Each Annuity provides a Death Benefit during its accumulation period. If an
 Annuity is owned by one or more natural persons, the Death Benefit is payable
 upon the first death of an Owner. If an Annuity is owned by an entity, the
 Death Benefit is payable upon the Annuitant's death, if there is no Contingent
 Annuitant. Generally, if a Contingent Annuitant was designated before the
 Annuitant's death and the Annuitant dies, then the Contingent Annuitant
 becomes the Annuitant and a Death Benefit will not be paid at that time. The
 person upon whose death the Death Benefit is paid is referred to below as the
 "decedent."


 BASIC DEATH BENEFIT
 Each Annuity provides a basic Death Benefit at no additional charge. The
 Insurance Charge we deduct daily from your Account Value allocated to the
 Sub-accounts is used, in part, to pay us for the risk we assume in providing
 the basic Death Benefit guarantee under an Annuity. Each Annuity also offers
 four different optional Death Benefits that can be purchased for an additional
 charge. The additional charge is deducted to compensate American Skandia for
 providing increased insurance protection under the optional Death Benefits.
 Notwithstanding the additional protection provided under the optional Death
 Benefits, the additional cost has the impact of reducing the net performance
 of the investment options. In addition, with respect to XT6, under certain
 circumstances, your Death Benefit may be reduced by the amount of any Credits
 we applied to your Purchase Payments. (See "How are Credits Applied to My
 Account Value".)

 Except as noted below for ASL II, where death occurs after the decedent's age
 85, or older, the basic Death Benefit is the greater of:

  .   The sum of all Purchase Payments (not including any Credits) less the sum
      of all proportional withdrawals.
  .   The sum of your Account Value in the Sub-accounts and your Interim Value
      in the Fixed Allocations (less the amount of any Credits applied within
      12-months prior to the date of death, with respect to XT6).


 With respect to ASL II, if death occurs after the decedent's age 85 or older:
 the Death Benefit is your Account Value 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.

 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, you
 are not permitted to elect an optional Death Benefit. With respect to XT6,
 under certain circumstances, each Optional Death Benefit that you elect may be
 reduced by the amount of Credits applied to your Purchase Payments.

 Investment Restrictions may apply if you elect certain optional death
 benefits. See the chart in the "Investment Options" section of the Prospectus
 for a list of investment options available and permitted with each benefit.


 Enhanced Beneficiary Protection Optional Death Benefit

 The Enhanced Beneficiary Protection Optional Death Benefit can provide
 additional amounts to your Beneficiary that may be used to offset federal and
 state taxes payable on any taxable gains in your Annuity at the time of your
 death. Whether this benefit is appropriate for you may depend on your
 particular circumstances, including other financial resources that may be
 available to your Beneficiary to pay taxes on your Annuity should you die
 during the accumulation period. No benefit is payable if death occurs on or
 after the Annuity Date.

                                      85




 The Enhanced Beneficiary Protection Optional Death Benefit provides a benefit
 that is payable in addition to the basic Death Benefit and certain other
 optional death benefits you may elect in conjunction with this benefit. If the
 Annuity has one Owner, the Owner must be age 75 or less at the time the
 benefit is purchased. If an Annuity has joint Owners, the oldest Owner must be
 age 75 or less. If an Annuity is owned by an entity, the Annuitant must be age
 75 or less.


 Calculation of Enhanced Beneficiary Protection Optional Death Benefit
 If you purchase the Enhanced Beneficiary Protection Optional Death Benefit,
 the Death Benefit is calculated as follows:

 1. the basic Death Benefit described above;

    PLUS

 2. 40% of your "Growth" under an Annuity, as defined below.

 "Growth" means the sum of your Account Value in the Sub-accounts and your
 Interim Value in the Fixed Allocations, minus the total of all Purchase
 Payments (less the amount of any Credits applied within 12-months prior to the
 date of death, with respect to XT6) reduced by the sum of all proportional
 withdrawals.

 "Proportional withdrawals" are determined by calculating the percentage of
 your Account Value that each prior withdrawal represented when withdrawn. For
 example, a withdrawal of 50% of Account Value would be considered as a 50%
 reduction in Purchase Payments.

 The Enhanced Beneficiary Protection Optional Death Benefit is subject to a
 maximum of 100% of all Purchase Payments applied to an Annuity at least 12
 months prior to the death of the decedent that triggers the payment of the
 Death Benefit.


 The Enhanced Beneficiary Protection Optional Death Benefit is being offered in
 those jurisdictions where we have received regulatory approval. Certain terms
 and conditions may differ between jurisdictions once approved. With respect to
 XT6, APEX II and ASL II, please see Appendix E for a description of the
 Enhanced Beneficiary Protection Optional Death Benefit offered before
 November 18, 2002 in those jurisdictions where we received regulatory
 approval. Please refer to the section entitled "Tax Considerations" for a
 discussion of special tax considerations for purchasers of this benefit. The
 Enhanced Beneficiary Protection Death Benefit is not available if you elect
 the "Combination 5% Roll-up and Highest Anniversary Value" Death Benefit or
 the Spousal Lifetime Five Income Benefit.


 See Appendix B for examples of how the Enhanced Beneficiary Protection
 Optional Death Benefit is calculated.

 Highest Anniversary Value Death Benefit ("HAV")

 If an Annuity has one Owner, the Owner must be age 79 or less at the time the
 Highest Anniversary Value Optional Death Benefit is purchased. If an Annuity
 has joint Owners, the oldest Owner must be age 79 or less. If an Annuity is
 owned by an entity, the Annuitant must be age 79 or less.

 Certain of the Portfolios offered as Sub-accounts under the Annuity are not
 available if you elect the Highest Anniversary Value Death Benefit. In
 addition, we reserve the right to require you to use certain asset allocation
 model(s) if you elect this death benefit.

 Calculation of Highest Anniversary Value Death Benefit
 The HAV Death Benefit depends on whether death occurs before or after the
 Death Benefit Target Date.

       If the Owner dies before the Death Benefit Target Date, the Death
       Benefit equals the greater of:

       1. the basic Death Benefit described above; and
       2. the Highest Anniversary Value as of the Owner's date of death.

       If the Owner dies on or after the Death Benefit Target Date, the Death
       Benefit equals the greater of:

       1. the basic Death Benefit described above; and
       2. the Highest Anniversary Value on the Death Benefit Target Date plus
          the sum of all Purchase Payments (including any Credits applied to
          such Purchase Payments more than twelve (12) months prior to date of
          death in the case of XT6) less the sum of all proportional
          withdrawals since the Death Benefit Target Date.

                                      86



       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 is
       also not available with Spousal Lifetime Five. With respect to XT6, APEX
       II and ASL II, please see Appendix E for a description of the Guaranteed
       Minimum Death Benefit offered before November 18, 2002 in those
       jurisdictions where we received regulatory approval.


 Please refer to the definition of Death Benefit Target Date below. This death
 benefit may not be an appropriate feature where the Owner's age is near the
 age specified in the Death Benefit Target Date. This is because the benefit
 may not have the same potential for growth as it otherwise would, since there
 will be fewer contract anniversaries before the death benefit target date is
 reached. The death benefit target date under this death benefit is earlier
 than the death benefit target date under the Combination 5% Roll-up and
 Highest Anniversary Value Death Benefit for Owners who are age 76 or older
 when an Annuity is issued, which may result in a lower value on the death
 benefit, since there will be fewer contract anniversaries before the death
 benefit target date is reached.

 See Appendix B for examples of how the Highest Anniversary Value Death Benefit
 is calculated.

 Combination 5% Roll-up and Highest Anniversary Value Death Benefit

 If an Annuity has one Owner, the Owner must be age 79 or less at the time the
 Combination 5% Roll-up and HAV Optional Death Benefit is purchased. If an
 Annuity has joint Owners, the oldest Owner must be age 79 or less. If the
 Annuity is owned by an entity, the Annuitant must be age 79 or less.

 Certain of the Portfolios offered as Sub-accounts under an Annuity are not
 available if you elect the Combination 5% Roll-up and HAV Death Benefit. If
 you elect this benefit, you must allocate your Account Value in accordance
 with the then permitted and available option(s). In addition, we reserve the
 right to require you to use certain asset allocation model(s) if you elect
 this Death Benefit.

 Calculation of the Combination 5% Roll-up and Highest Anniversary Value Death
 Benefit
 The Combination 5% Roll-up and HAV Death Benefit equals the greatest of:

       1. the basic Death Benefit described above; and
       2. the Highest Anniversary Value Death Benefit described above; and
       3. 5% Roll-up described below.

       The calculation of the 5% Roll-up depends on whether death occurs before
       or after the Death Benefit Target Date.

       If the Owner dies before the Death Benefit Target Date the 5% Roll up is
       equal to:

       .   all Purchase Payments (including any Credits applied to such
           Purchase Payments more than twelve (12) months prior to date of
           death in the case of XT6) increasing at an annual effective interest
           rate of 5% starting on the date that each Purchase Payment is made
           and ending on the Owner's date of death;

    MINUS

       .   the sum of all withdrawals, dollar for dollar up to 5% of the Death
           Benefit's value as of the prior contract anniversary (or Issue Date
           if the withdrawal is in the first contract year). Any withdrawals in
           excess of the 5% dollar for dollar limit are proportional.

       If the Owner dies on or after the Death Benefit Target Date the 5%
       Roll-up is equal to:

       .   the 5% Roll-up value as of the Death Benefit Target Date increased
           by total Purchase Payments (including any Credits applied to such
           Purchase Payments more than twelve (12) months prior to date of
           death in the case of XT6) made after the Death Benefit Target Date;

    MINUS

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

                                      87



 In the case of XT6, as indicated, the amounts calculated in Items 1, 2 and 3
 above (before, on or after the Death Benefit Target Date) may be reduced by
 any Credits under certain circumstances. Please refer to the definitions of
 Death Benefit Target Date below. This Death Benefit may not be an appropriate
 feature where the Owner's age is near the age specified in the Death Benefit
 Target Date. This is because the benefit may not have the same potential for
 growth as it otherwise would, since there will be fewer Annuity anniversaries
 before the Death Benefit Target Date is reached.


 The "Combination 5% Roll-up and Highest Anniversary Value" Death Benefit
 described above is currently being offered in those jurisdictions where we
 have received regulatory approval. Certain terms and conditions may differ
 between jurisdictions once approved. The "Combination 5% Roll-up and Highest
 Anniversary Value" Death Benefit is not available if you elect any other
 optional Death Benefit or elect Spousal Lifetime Five. In the case of XT6,
 APEX II and ASL II, please see Appendix E for a description of the Guaranteed
 Minimum Death Benefit offered before November 18, 2002 in those jurisdictions
 where we received regulatory approval.

 See Appendix B for examples of how the "Combination 5% Roll-up and Highest
 Anniversary Value" Death Benefit is calculated.


 Key Terms Used with the Highest Anniversary Value Death Benefit and the
 Combination 5% Roll-up and Highest Anniversary Value Death Benefit:

..   The Death Benefit Target Date for the Highest Anniversary Value Death
    Benefit is the contract anniversary on or after the 80/th /birthday of the
    current Owner, the oldest of either joint Owner or the Annuitant, if entity
    owned.

..   The Death Benefit Target Date for the Combination 5% Roll-up and HAV Death
    Benefit is the later of the contract anniversary on or after the 80/th
    /birthday of the current Owner, the oldest of either joint Owner or the
    Annuitant, if entity owned, or five years after the Issue Date of an
    Annuity.

..   The Highest Anniversary Value equals the highest of all previous
    "Anniversary Values" less proportional withdrawals since such anniversary
    and plus any Purchase Payments (including any Credits applied to such
    Purchase Payments more than twelve (12) months prior to the date of death
    in the case of XT6) since such anniversary.

..   The Anniversary Value is the Account Value as of each anniversary of the
    Issue Date of an Annuity. The Anniversary Value on the Issue Date is equal
    to your Purchase Payment. (including any Credits applied to such Purchase
    Payments more than twelve (12) months prior to the date of death in the
    case of XT6)

..   Proportional withdrawals are determined by calculating the percentage of
    your Account Value that each prior withdrawal represented when withdrawn.
    Proportional withdrawals result in a reduction to the Highest Anniversary
    Value or 5% Roll-up value by reducing such value in the same proportion as
    the Account Value was reduced by the withdrawal as of the date the
    withdrawal occurred. For example, if your Highest Anniversary Value or 5%
    Roll-up value is $125,000 and you subsequently withdraw $10,000 at a time
    when your Account Value is equal to $100,000 (a 10% reduction), when
    calculating the optional Death Benefit we will reduce your Highest
    Anniversary Value ($ 125,000) by 10% or $12,500.

 Highest Daily Value Death Benefit ("HDV")

 If an Annuity has one Owner, the Owner must be age 79 or less at the time the
 Highest Daily Value Death Benefit is elected. If an Annuity has joint Owners,
 the older Owner must be age 79 or less. If there are joint Owners, death of
 the Owner refers to the first to die of the joint Owners. If an Annuity is
 owned by an entity, the Annuitant must be age 79 or less and death of the
 Owner refers to the death of the Annuitant.


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

 The HDV Death Benefit depends on whether death occurs before or after the
 Death Benefit Target Date.

       If the Owner dies before the Death Benefit Target Date, the Death
       Benefit equals the greater of:

       1. the basic Death Benefit described above (including any Credits
          applied to such Purchase Payments more than twelve (12) months prior
          to the date of death in the case of XT6); and
       2. the HDV as of the Owner's date of death.

                                      88



       If the Owner dies on or after the Death Benefit Target Date, the Death
       Benefit equals the greater of:

       1. the basic Death Benefit described above; and
       2. the HDV on the Death Benefit Target Date plus the sum of all Purchase
          Payments (including any Credits applied to such Purchase Payments
          more than twelve (12) months prior to the date of death in the case
          of XT6) less the sum of all proportional withdrawals since the Death
          Benefit Target Date.

       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, Spousal Lifetime
 Five, Highest Daily Lifetime Five, "Combination 5% Roll-up and Highest
 Anniversary Value" Death Benefit, or the Highest Anniversary Value Death
 Benefit.


 Key Terms Used with the Highest Daily Value Death Benefit:

..   The Death Benefit Target Date for the Highest Daily Value Death Benefit is
    the later of an Annuity anniversary on or after the 80/th /birthday of the
    current Owner, or the older of either the joint Owner or the Annuitant, if
    entity owned, or five years after the Issue Date of an Annuity.

..   The Highest Daily Value equals the highest of all previous "Daily Values"
    less proportional withdrawals since such date and plus any Purchase
    Payments (plus associated Credits in the case of XT6) since such date.

..   The Daily Value is the Account Value as of the end of each Valuation Day.
    The Daily Value on the Issue Date is equal to your Purchase Payment (plus
    associated Credits applied more than twelve (12) months prior to the date
    of death in the case of XT6).

..   Proportional withdrawals are determined by calculating the percentage of
    your Account Value that each prior withdrawal represented when withdrawn.
    Proportional withdrawals result in a reduction to the Highest Daily Value
    by reducing such value in the same proportion as the Account Value was
    reduced by the withdrawal as of the date the withdrawal occurred. For
    example, if your Highest Daily Value is $125,000 and you subsequently
    withdraw $10,000 at a time when your Account Value is equal to $100,000 (a
    10% reduction), when calculating the optional Death Benefit we will reduce
    your Highest Daily Value ($125,000) by 10% or $12,500.

 Please see Appendix B to this prospectus for a hypothetical example of how the
 HDV Death Benefit is calculated.


 Annuities with Joint Owners
 For Annuities with Joint Owners, the Death Benefits are calculated as shown
 above except that the age of the oldest of the joint Owners is used to
 determine the Death Benefit Target Date. NOTE: If you and your spouse own your
 Annuity jointly, we will pay the Death Benefit to the Beneficiary. If the sole
 primary Beneficiary is the surviving spouse, then the surviving spouse can
 elect to assume ownership of your Annuity and continue the Annuity instead of
 receiving the Death Benefit.

 Annuities Owned by Entities
 For Annuities owned by an entity, the Death Benefits are calculated as shown
 above except that the age of the Annuitant is used to determine the Death
 Benefit Target Date. Payment of the Death Benefit is based on the death of the
 Annuitant (or Contingent Annuitant, if applicable).


 Can I terminate the optional Death Benefits? Do the optional Death Benefits
 terminate under other circumstances?
 You can terminate the Enhanced Beneficiary Protection Death Benefit and the
 Highest Anniversary Value Death Benefit at any time. The "Combination 5%
 Roll-up and HAV Death Benefit" and the HDV Death Benefit may not be terminated
 once elected. The optional Death Benefits will terminate automatically on the
 Annuity Date. We may also terminate any optional Death Benefit if necessary to
 comply with our interpretation of the Code and applicable regulations.

 What are the charges for the optional Death Benefits?
 We deduct a charge equal to 0.25% per year of the average daily net assets of
 the Sub-accounts for each of the Highest Anniversary Value Death Benefit and
 the Enhanced Beneficiary Protection Death Benefit and 0.50% per year of the
 average daily net assets of the Sub-accounts for each of the "Combination 5%
 Roll-up and HAV Death Benefit" and the HDV Death Benefit. We deduct the charge
 for each of these benefits to compensate American Skandia 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.

                                      89



 AMERICAN SKANDIA'S ANNUITY REWARDS

 What is the Annuity Rewards Benefit in ASAP III, APEX II and XT6?
 The Annuity Rewards Benefit offers Owners the ability to capture any market
 gains since the Issue Date of their Annuity as an enhancement to their current
 Death Benefit so their Beneficiaries will not receive less than an Annuity's
 value as of the effective date of the benefit. Under the Annuity Rewards
 Benefit, American Skandia guarantees that the Death Benefit will not be less
 than:

       .   your Account Value in the Sub-accounts plus the Interim Value in any
           Fixed Allocations as of the effective date of the benefit


       .   MINUS any proportional withdrawals following the effective date of
           the benefit


       .   PLUS any additional Purchase Payments applied to your Annuity
           following the effective date of the benefit.

 The Annuity Rewards Death Benefit enhancement does not affect the calculation
 of the basic Death Benefit or any Optional Death Benefits available under an
 Annuity. If the Death Benefit amount payable under your Annuity's basic Death
 Benefit or any Optional Death Benefits you purchase is greater than the
 enhanced Death Benefit under the Annuity Rewards Benefit on the date the Death
 Benefit is calculated, your Beneficiary will receive the higher amount.

 Annuity Rewards is not available under ASL II.

 Who is eligible for the Annuity Rewards benefit?
 Owners can elect the Annuity Rewards Death Benefit enhancement when there is
 no longer a CDSC associated with your Annuity. However, the Account Value on
 the date that the Annuity Rewards benefit is effective, must be greater than
 the amount that would be payable to the Beneficiary under the Death Benefit
 (including any amounts payable under any Optional Death Benefit then in
 effect). The effective date must occur before annuity payments begin. There
 can only be one effective date for the Annuity Rewards Death Benefit
 enhancement. There is no additional charge for electing the Annuity Rewards
 Death Benefit enhancement.

 PAYMENT OF DEATH BENEFITS




 Alternative Death Benefit Payment Options - Annuities owned by Individuals
 (not associated with Tax-Favored Plans)
 Except in the case of a spousal assumption as described below, upon your
 death, certain distributions must be made under the contract. The required
 distributions depend on whether you die before you start taking annuity
 payments under the contract or after you start taking annuity payments under
 the contract.

 If you die on or after the Annuity Date, the remaining portion of the interest
 in the contract must be distributed at least as rapidly as under the method of
 distribution being used as of the date of death.

 In the event of your death before the Annuity Date, the Death Benefit must be
 distributed:
  .   within five (5) years of the date of death; or
  .   as a series of payments not extending beyond the life expectancy of the
      Beneficiary or over the life of the Beneficiary. Payments under this
      option must begin within one year of the date of death.

 Unless you have made an election prior to Death Benefit proceeds becoming due,
 a Beneficiary can elect to receive the Death Benefit proceeds under the
 Beneficiary Continuation Option as described below in the section entitled
 "Beneficiary Continuation Option," as a series of annuity payments.

 Upon our receipt of proof of death, we will send to the beneficiary materials
 that list these payment options.

 Alternative Death Benefit Payment Options - Annuities Held by Tax-Favored Plans
 The Code provides for alternative death benefit payment options when an
 Annuity is used as an IRA, 403(b) or other "qualified investment" that
 requires minimum distributions. Upon your death under an IRA, 403(b) or other
 "qualified investment", the designated Beneficiary may generally elect to
 continue the Annuity and receive Required Minimum Distributions under the
 Annuity instead of receiving the death benefit in a single payment. The
 available payment options will depend on whether you die before the date
 Required Minimum Distributions under the Code were to begin, whether you have
 named a designated beneficiary and whether the Beneficiary is your surviving
 spouse.

  .   If you die after a designated beneficiary has been named, the death
      benefit must be distributed by December 31/st/ of the year including the
      five year anniversary of the date of death, or as periodic payments not
      extending beyond the life expectancy of


                                      90




     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
      the non-qualified Beneficiary Continuation Options. However, for
      qualified Annuities, the Fixed Allocations will be those offered at the
      time the Beneficiary Continuation Option is elected.
  .   No additional Purchase Payments can be applied to the Annuity.
  .   The basic death benefit and any optional benefits elected by the Owner
      will no longer apply to the beneficiary.
  .   The beneficiary can request a withdrawal of all or a portion of the
      Account Value at any time, unless the Beneficiary Continuation Option was
      the payout predetermined by the Owner and the Owner restricted the
      beneficiary's withdrawal rights.


                                      91




  .   Withdrawals are not subject to CDSC.
  .   Upon the death of the beneficiary, any remaining Account Value will be
      paid in a lump sum to the person(s) named by the beneficiary (successor),
      unless the successor chooses to continue receiving payments.

 Currently only Investment Options corresponding to Portfolios of the Advanced
 Series Trust and the ProFund VP are available under the Beneficiary
 Continuation Option.

 In addition to the materials referenced above, the Beneficiary will be
 provided with a prospectus and a settlement agreement describing the
 Beneficiary Continuation Option. We may pay compensation to the broker-dealer
 of record on the Annuity based on amounts held in the Beneficiary Continuation
 Option. Please contact us for additional information on the availability,
 restrictions and limitations that will apply to a beneficiary under the
 Beneficiary Continuation Option.

 Spousal Assumption of Annuity
 You may name your spouse as your Beneficiary. If you and your spouse own your
 Annuity jointly, we assume that the sole primary Beneficiary will be the
 surviving spouse unless you elect an alternative Beneficiary Designation.
 Unless you elect an alternative Beneficiary Designation, the spouse
 Beneficiary may elect to assume ownership of the Annuity instead of taking the
 Death Benefit payment. Any Death Benefit (including any optional Death
 Benefits) that would have been payable to the Beneficiary will become the new
 Account Value as of the date we receive due proof of death and any required
 proof of a spousal relationship. As of the date the assumption is effective,
 the surviving spouse will have all the rights and benefits that would be
 available under the Annuity to a new purchaser of the same attained age. For
 purposes of determining any future Death Benefit for the surviving spouse, the
 new Account Value will be considered as the initial Purchase Payment. No CDSC
 will apply to the new Account Value. However, any additional Purchase Payments
 applied after the date the assumption is effective will be subject to all
 provisions of the Annuity, including any CDSC that may apply to the additional
 Purchase Payments.

 See the section entitled "Managing Your Annuity" - "Spousal Designations" and
 "Contingent Annuitant" for a discussion of the treatment of a spousal
 Contingent Annuitant in the case of the death of the Annuitant in an Annuity
 owned by a Custodial Account.


 Are there any exceptions to these rules for paying the Death Benefit?
 Yes, there are exceptions that apply no matter how your Death Benefit is
 calculated. There are exceptions to the Death Benefit if the decedent was not
 the Owner or Annuitant as of the Issue Date (or within 60 days thereafter) and
 did not become the Owner or Annuitant due to the prior Owner's or Annuitant's
 death. Any Death Benefit (including any optional Death Benefit) that applies
 will be suspended for a two-year period from the date he or she first became
 Owner or Annuitant. After the two-year suspension period is completed, the
 Death Benefit is the same as if this person had been an Owner or Annuitant on
 the Issue Date.

 When do you determine the Death Benefit?

 We determine the amount of the Death Benefit as of the date we receive "due
 proof of death" (and in certain limited circumstances as of the date of
 death), any instructions we require to determine the method of payment and any
 other written representations we require to determine the proper payment of
 the Death Benefit to all Beneficiaries. "Due proof of death" may include a
 certified copy of a death certificate, a certified copy of a decree of a court
 of competent jurisdiction as to the finding of death or other satisfactory
 proof of death. Upon our receipt of "due proof of death" we automatically
 transfer the Death Benefit to the AST Money Market Sub-account until we
 further determine the universe of eligible Beneficiaries. Once the universe of
 eligible Beneficiaries has been determined each eligible Beneficiary may
 allocate his or her eligible share of the Death Benefit to an eligible annuity
 payment option.


 Each Beneficiary must make an election as to the method they wish to receive
 their portion of the Death Benefit. Absent an election of a Death Benefit
 payment method, no Death Benefit can be paid to the Beneficiary. We may
 require written acknowledgment of all named Beneficiaries before we can pay
 the Death Benefit. During the period from the date of death until we receive
 all required paper work, the amount of the Death Benefit may be subject to
 market fluctuations.

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                            VALUING YOUR INVESTMENT

 HOW IS MY ACCOUNT VALUE DETERMINED?

 During the accumulation period, your Annuity has an Account Value. The Account
 Value is determined separately for each Sub-account allocation and for each
 Fixed Allocation. The Account Value is the sum of the values of each
 Sub-account allocation and the value of each Fixed Allocation. For Annuities
 with a Highest Daily Lifetime Five election, Account Value also includes the
 value of any allocation to the Benefit Fixed Rate Account. See the "Living
 Benefit Programs - Highest Daily Lifetime Five" section of the Prospectus for
 a description of the Benefit Fixed Rate Account. The Account Value does not
 reflect any CDSC that may apply to a withdrawal or surrender. With respect to
 ASAP III and APEX II, the Account Value includes any Loyalty Credit we apply.
 With respect to XT6, the Account Value includes any Credits we applied to your
 Purchase Payments which we are entitled to take back under certain
 circumstances. When determining the Account Value on a day more than 30 days
 prior to a Fixed Allocation's Maturity Date, the Account Value may include any
 Market Value Adjustment that would apply to a Fixed Allocation (if withdrawn
 or transferred) on that day.


 WHAT IS THE SURRENDER VALUE OF MY ANNUITY?
 The Surrender Value of your Annuity is the value available to you on any day
 during the accumulation period. The Surrender Value is defined under "Glossary
 of Terms" above.

 HOW AND WHEN DO YOU VALUE THE SUB-ACCOUNTS?
 When you allocate Account Value to a Sub-account, you are purchasing units of
 the Sub-account. Each Sub-account invests exclusively in shares of an
 underlying Portfolio. The value of the Units fluctuates with the market
 fluctuations of the Portfolios. The value of the Units also reflects the daily
 accrual for the Insurance Charge, the Distribution Charge (if applicable), and
 if you elected one or more optional benefits whose annual charge is deducted
 daily, the additional charge made for such benefits. There may be several
 different Unit Prices for each Sub-account to reflect the Insurance Charge,
 any Distribution Charge and the charges for any optional benefits. The Unit
 Price for the Units you purchase will be based on the total charges for the
 benefits that apply to your Annuity. See the section entitled "What Happens to
 My Units When There is a Change in Daily Asset-Based Charges?" for a detailed
 discussion of how Units are purchased and redeemed to reflect changes in the
 daily charges that apply to your Annuity.

 Each Valuation Day, we determine the price for a Unit of each Sub-account,
 called the "Unit Price." The Unit Price is used for determining the value of
 transactions involving Units of the Sub-accounts. We determine the number of
 Units involved in any transaction by dividing the dollar value of the
 transaction by the Unit Price of the Sub-account as of the Valuation Day.

 Example

 Assume you allocate $5,000 to a Sub-account. On the Valuation Day you make the
 allocation, the Unit Price is $14.83. Your $5,000 buys 337.154 Units of the
 Sub-account. Assume that later, you wish to transfer $3,000 of your Account
 Value out of that Sub-account and into another Sub-account. On the Valuation
 Day you request the transfer, the Unit Price of the original Sub-account has
 increased to $16.79 and the Unit Price of the new Sub-account is $17.83. To
 transfer $3,000, we sell 178.677 Units at the current Unit Price, leaving you
 158.477 Units. We then buy $3,000 of Units of the new Sub-account at the Unit
 Price of $17.83. You would then have 168.255 Units of the new Sub-account.


 HOW DO YOU VALUE FIXED ALLOCATIONS?
 During the Guarantee Period, we use the concept of an Interim Value. The
 Interim Value can be calculated on any day and is equal to the initial value
 allocated to a Fixed Allocation plus all interest credited to a Fixed
 Allocation as of the date calculated. The Interim Value does not include the
 impact of any Market Value Adjustment. If you made any transfers or
 withdrawals from a Fixed Allocation, the Interim Value will reflect the
 withdrawal of those amounts and any interest credited to those amounts before
 they were withdrawn. To determine the Account Value of a Fixed Allocation on
 any day more than 30 days prior to its Maturity Date, we multiply the Account
 Value of the Fixed Allocation times the Market Value Adjustment factor.

 WHEN DO YOU PROCESS AND VALUE TRANSACTIONS?

 American Skandia 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.

 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.

                                      93



 American Skandia will also not process financial transactions involving
 purchase or redemption orders or transfers on any day that:
  .   trading on the NYSE is restricted;
  .   an emergency exists making redemption or valuation of securities held in
      the separate account impractical; or
  .   the SEC, by order, permits the suspension or postponement for the
      protection of security holders.


 Initial Purchase Payments: We are required to allocate your initial Purchase
 Payment to the Sub-accounts within two (2) Valuation Days after we receive all
 of our requirements at our office to issue an Annuity. If we do not have all
 the required information to allow us to issue your Annuity, we may retain the
 Purchase Payment while we try to reach you or your representative to obtain
 all of our requirements. If we are unable to obtain all of our required
 information within five (5) Valuation Days, we are required to return the
 Purchase Payment to you at that time, unless you specifically consent to our
 retaining the Purchase Payment while we gather the required information. Once
 we obtain the required information, we will invest the Purchase Payment (and
 any associated Credits with respect to XT6) and issue an Annuity within two
 (2) Valuation Days. With respect to both your initial Purchase Payment and any
 subsequent Purchase Payment that is pending investment in our separate
 account, we may hold the amount temporarily in our general account and may
 earn interest on such amount. You will not be credited with interest during
 that period.


 Additional Purchase Payments: We will apply any additional Purchase Payments
 (and any associated Credit with respect to XT6) on the Valuation Day that we
 receive the Purchase Payment at our office with satisfactory allocation
 instructions.


 Scheduled Transactions: Scheduled transactions include transfers made in
 connection with dollar cost averaging, the asset allocation program,
 auto-rebalancing, systematic withdrawals, systematic investments, required
 minimum distributions, substantially equal periodic payments under
 Section 72(t) of the Code, or annuity payments. Scheduled transactions are
 processed and valued as of the date they are scheduled, unless the scheduled
 day is not a Valuation Day. In that case, the transaction will be processed
 and valued on the next Valuation Day, unless (with respect to required minimum
 distributions, substantially equal periodic payments under Section 72(t) of
 the Code, systematic withdrawals and annuity payments only), the next
 Valuation Day falls in the subsequent calendar year, in which case the
 transaction will be processed and valued on the prior Valuation Day.


 Unscheduled Transactions: "Unscheduled" transactions include any other
 non-scheduled transfers and requests for Partial Withdrawals or Free
 Withdrawals or Surrenders. Unscheduled transactions are processed and valued
 as of the Valuation Day we receive the request at our Office and have all of
 the required information.



 Medically-related Surrenders & Death Benefits: Medically-related surrender
 requests and Death Benefit claims require our review and evaluation before
 processing. We price such transactions as of the date we receive at our Office
 all supporting documentation we require for such transactions and that are
 satisfactory to us.


 Transactions in ProFunds VP Sub-accounts: Generally, purchase or redemption
 orders or transfer requests must be received by us by no later than the close
 of the NYSE to be processed on the current Valuation Day. However, any
 transfer request involving the ProFunds VP Sub-accounts must be received by us
 no later than one hour prior to any announced closing of the applicable
 securities exchange (generally, 3:00 p.m. Eastern time) to be processed on the
 current Valuation Day. The "cut-off" time for such financial transactions
 involving a ProFunds VP Sub-account will be extended to /1//\\2 \\hour prior
 to any announced closing (generally, 3:30 p.m. Eastern time) for transactions
 submitted electronically through American Skandia's Internet website
 (www.americans-kandia.prudential.com). You cannot request a transaction
 involving the transfer of units in one of the ProFunds VP Sub-accounts between
 the applicable "cut-off" time and 4:00 p.m.


 Transactions received after 4:00 p.m. will be treated as received by us on the
 next Valuation Day.

 WHAT HAPPENS TO MY UNITS WHEN THERE IS A CHANGE IN DAILY ASSET-BASED CHARGES?

 Distribution Charge Applicable to ASAP III and XT6: At the end of the Period
 during which the Distribution Charge applies, your Annuity will become subject
 to a different daily asset-based charge. We will process a transaction where
 your Account Value allocated to the Sub-accounts will be used to purchase new
 Units of the Sub-accounts that reflect the Insurance Charge (and the charge
 for any optional benefits you have elected) but not the Distribution Charge.
 The number of Units attributed to your Annuity will be decreased and the Unit
 Price of each unit of the Sub-accounts in which you invested will be
 increased. The adjustment in the number of Units and Unit Price will not
 affect your Account Value. Beginning on that date, your Account Value will be
 determined based on the change in the value of Units that reflect the
 Insurance Charge and any other optional benefits that you have elected.


 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).


                                      94



                              TAX CONSIDERATIONS

 The tax considerations associated with each Annuity vary depending on whether
 the contract is (i) owned by an individual and not associated with a
 tax-favored retirement plan (including contracts held by a non-natural person,
 such as a trust acting as an agent for a natural person), 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 discussion
 includes a description of certain spousal rights under the contract and under
 tax-qualified plans. 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). 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 relates 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.

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

 Contracts Owned by Individuals (Not Associated with Tax-Favored Retirement
 Plans)

 Taxes Payable by You
 We believe each 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.

 If you choose to defer the Annuity Date beyond the default date for your
 Annuity, the IRS may not consider your contract to be an annuity under the tax
 law. For more information, see "How and When Do I Choose the Annuity Payment
 Option?".

 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 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.

                                      95



 Taxes on Annuity Payments
 A portion of each annuity payment you receive will be treated as a partial
 return of your Purchase Payments and will not be taxed. The remaining portion
 will be taxed as ordinary income. Generally, the nontaxable portion is
 determined by multiplying the annuity payment you receive by a fraction, the
 numerator of which is your Purchase Payments (less any amounts previously
 received tax-free) and the denominator of which is the total expected payments
 under the contract.

 After the full amount of your Purchase Payments have been recovered tax-free,
 the full amount of the annuity payments will be taxable. If annuity payments
 stop due to the death of the annuitant before the full amount of your Purchase
 Payments have been recovered, a tax deduction may be allowed for the
 unrecovered amount.

 Tax Penalty on Withdrawals and Annuity Payments
 Any taxable amount you receive under your contract may be subject to a 10% tax
 penalty. 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. 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).

 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. 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. (See Federal Tax Status section in the Statement of Additional
 Information.)

 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. We do not know
 what transactions may be considered abusive. For example we do not know how
 the IRS may view early withdrawals or annuitizations after a partial exchange.
 In addition, 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.

 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.

 Tax consequences to the beneficiary vary among the Death Benefit payment
 options.
  .   Choice 1: the beneficiary is taxed on earnings in the contract.
  .   Choice 2: the beneficiary is taxed as amounts are withdrawn (in this case
      earnings are treated as being distributed first).

  .   Choice 3: the beneficiary is taxed on each payment (part will be treated
      as earnings and part as return of Purchase Payments).


 Considerations for Contingent Annuitants: There may be adverse tax
 consequences if a Contingent Annuitant succeeds an Annuitant when an Annuity
 is owned by a trust that is neither tax exempt nor qualifies for preferred
 treatment under certain sections of the Code. In general, the Code is designed
 to prevent indefinite deferral of tax. Continuing the benefit of tax deferral
 by naming one or more Contingent Annuitants when an Annuity is owned by a
 non-qualified trust might be deemed an attempt to extend the tax deferral for
 an indefinite period. Therefore, adverse tax treatment may depend on the terms
 of the trust, who is named as Contingent Annuitant, as well as the particular
 facts and circumstances. You should consult your tax advisor before naming a
 Contingent Annuitant if you expect to use an Annuity in such a fashion.

                                      96



 Reporting and Withholding on Distributions

 Taxable amounts distributed from an annuity contract 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 3 exemptions unless
 you designate a different withholding status. 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 tax favored plans (for
 example, an IRA).

 Regardless of the amount withheld by us, you are liable for payment of federal
 and state income tax on the taxable portion of annuity distributions. You
 should consult with your tax advisor regarding the payment of the correct
 amount of these income taxes and potential liability if you fail to pay such
 taxes.

 Entity Owners

 Where a contract is held by a non-natural person (e.g.) a corporation), other
 than as an agent or nominee for a natural person (or in other limited
 circumstances), the contract will not be taxed as an annuity and increases in
 the value of the contract over its cost basis will be subject to tax annually.

 Where a contract is issued to a trust, and such trust is characterized as a
 grantor trust under the Internal Revenue Code, such contract shall not be
 considered to be held by a non-natural person and will be subject to the tax
 reporting and withholding requirements for contracts not held by tax favored
 plans.


 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 Annuities
 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 may 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 Annuities Owned by Individuals (Not
 Associated with Tax-Favored Plans). 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 five (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.


                                      97




 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.


 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.

 Additional Information
 You should refer to the Statement of Additional Information if:

..   Your contract was issued in exchange for a contract containing Purchase
    Payments made before August 14, 1982.

..   You transfer your contract to, or designate, a beneficiary who is either
    37 1/2 years younger than you or a grandchild.

 Contracts Held by Tax-Favored Plans
 The following discussion covers annuity contracts held under tax-favored
 retirement plans.

 Currently, an Annuity may 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 and Roth IRAs under Section 408A of the Code. In
 addition, each Annuity may be purchased for use in connection with 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), and Section 457 plans (subject to 457 of the Code). This description
 assumes that you have satisfied the requirements for eligibility for these
 products.

 Each Annuity may also be purchased as a non-qualified annuity by a 401(a)
 trust or custodial IRA or Roth IRA account, which can hold other permissible
 assets other than the annuity. The terms and administration of the trust or
 custodial account in accordance with the laws and regulations for 401(a)
 plans, IRAs or Roth IRAs, 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" contains
 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. Because of the way each Annuity is designed,
 you may purchase an Annuity for an IRA in connection with a "rollover" of
 amounts from a qualified retirement plan or as a transfer from another IRA, as
 a current contribution in the case of ASAP III, or if you are age 50 or older
 by making a single contribution consisting of your IRA contributions and
 catch-up contributions attributable to the prior year and the current year
 from January 1 to April 15 of the current year in the case of XT6 and APEX II.
 For 2007, the contribution limit is $4,000; increasing to $5,000 in 2008.
 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, permitting them to contribute an additional $1,000 each year.


 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.

 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;

                                      98



..   The annual contribution you pay cannot be greater than the maximum amount
    allowed by law, including catch-up contributions if applicable (which does
    not include any rollover amounts);
..   The date on which required minimum distributions must begin cannot be later
    than April 1st of the calendar year after the calendar year you turn age
    70 1/2; and
..   Death and annuity payments must meet "minimum distribution requirements"
    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. In addition to this normal tax liability, you may
 also be liable for the following, depending on your actions:
..   A 10% "early distribution penalty" described below;
..   Liability for "prohibited transactions" if you, for example, borrow against
    the value of an IRA; or
..   Failure to take a 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) $45,000 in 2007 ($44,000 in 2006) 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 2007, this limit is $225,000 ($220,000
    for 2006);

..   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 2007 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 2007. Thereafter, the amount is 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.


 Because of the way each Annuity is designed, if you meet certain income
 limitations you may purchase an Annuity for a Roth IRA, as a current
 contribution in the case of ASAP III, or if you are age 50 or older by making
 a single contribution consisting of your Roth IRA contributions and catch-up
 contributions attributable to the prior year and the current year from
 January 1 to April 15 of the current year in the case of XT6 and APEX II. 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 a
 Qualified plan 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. As of January 1, 2006, 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 or conversion contributions to a Roth IRA. If you are
 considering rolling over funds from your Roth account under an employer plan,
 please contact your Financial Professional prior to purchase to confirm
 whether such rollovers are being accepted.


 TDAs. You may own a TDA 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 the employee's

                                      99




 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 2007. 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
 2007. 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
 only qualify as a TDA if distributions (other than "grandfathered" amounts
 held as of December 31, 1988) may be made only on account of:

  .   Your attainment of age 59 1/2;
  .   Your severance of employment;
  .   Your death;
  .   Your total and permanent disability; or
  .   Hardship (under limited circumstances, and only related to salary
      deferrals, not including earnings attributable to these amounts).

 In any event, you must begin receiving distributions from your TDA by
 April 1/st /of the calendar year after the calendar year you turn age 70 1/2
 or retire, whichever is later.

 These distribution limits do not apply either to transfers or exchanges of
 investments under the contract, or to any "direct transfer" of your interest
 in the contract to another TDA or to a mutual fund "custodial account"
 described under Code Section 403(b)(7).

 Employer contributions to TDAs are subject to the same general contribution,
 nondiscrimination, and minimum participation rules applicable to "qualified"
 retirement plans.


 Required Minimum Distributions and Payment Options

 If you hold the contract under an IRA (or other tax-favored plan), IRS minimum
 distribution requirements 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 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 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 minimum distribution not made in a timely
 manner.


 Effective in 2006, in accordance with recent changes in laws and regulations,
 required minimum distributions will be 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 IRS minimum
 distribution requirements for an Annuity without either beginning annuity
 payments or surrendering the Annuity. We will distribute to you this minimum
 distribution amount, less any other partial withdrawals that you made during
 the year.

 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 Roth IRA from the same owner,
 similar rules apply.


 Required Distributions Upon Your Death for Qualified Contracts Held by
 Tax-Favored Plans
 Upon your death under an IRA, 403(b) or other "qualified investment", 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 required 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 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 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.


                                      100




  .   If you die before a designated beneficiary is named and before the date
      required minimum distributions must begin under the Code, the death
      benefit must be paid out by December 31/st/ of the year including the
      five year anniversary of the date of death. For contracts where multiple
      beneficiaries have been named and at least one of the beneficiaries does
      not qualify as a designated beneficiary and the account has not been
      divided into separate accounts by December 31/st/ of the year following
      the year of death, such contract is deemed to have no designated
      beneficiary,
  .   If you die before a designated beneficiary is named and after the date
      required minimum distributions must begin under the Code, the death
      benefit must be paid out at least as rapidly as under the method then in
      effect. For contracts where multiple beneficiaries have been named and at
      least one of the beneficiaries does not qualify as a designated
      beneficiary and the account has not been divided into separate accounts
      by December 31/st/ of the year following the year of death, such contract
      is deemed to have no designated beneficiary,

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

 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 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.


 Penalty for Early Withdrawals
 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
 Unless a distribution is an eligible rollover distribution that is "directly"
 rolled over into another qualified plan, IRA (including the IRA variations
 described above), SEP, 457 government plan or TDA, we will withhold federal
 income tax at the rate of 20%. This 20% withholding does not apply to
 distributions from IRAs and Roth IRAs. 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; 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
 prevents a fiduciary and other "parties in interest" with respect to a plan
 (and, for these purposes, an IRA would also constitute a "plan") from
 receiving any benefit from any party dealing with the plan, as a result of the
 sale of the contract. Administrative exemptions under ERISA generally permit
 the sale of insurance/annuity products to plans, provided that certain
 information is disclosed to the person purchasing the contract. This
 information has to do primarily with the fees, charges, discounts and other
 costs related to the contract, as well as any commissions paid to any agent
 selling the contract.

 Information about any applicable fees, charges, discounts, penalties or
 adjustments may be found in the applicable sections of this Prospectus.

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 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.

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                              GENERAL INFORMATION

 HOW WILL I RECEIVE STATEMENTS AND REPORTS?

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

 American Skandia Life Assurance Corporation, a Prudential Financial Company,
 ("American Skandia") is a stock life insurance company domiciled in
 Connecticut with licenses in all 50 states, the District of Columbia and
 Puerto Rico. American Skandia is a wholly-owned subsidiary of Prudential
 Annuities, Inc. (formerly, American Skandia, Inc.), whose ultimate parent is
 Prudential Financial, Inc. American Skandia markets its products to
 broker-dealers and financial planners through an internal field marketing
 staff. In addition, American Skandia markets through and in conjunction with
 financial institutions such as banks that are permitted directly, or through
 affiliates, to sell annuities.

 American Skandia 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,
 American Skandia has in force a relatively small block of variable life
 insurance policies and immediate variable annuities, but it no longer actively
 sells such policies.

 Effective May 1, 2003, Skandia U.S. Inc., the sole shareholder of Prudential
 Annuities, Inc., which is the parent of American Skandia, was purchased by
 Prudential Financial, Inc. Prudential Financial, Inc. is a New Jersey
 insurance holding company whose subsidiary companies serve individual and
 institutional customers worldwide and include The Prudential Insurance Company
 of America, one of the largest life insurance companies in the U.S. These
 companies offer a variety of products and services, including life insurance,
 mutual funds, annuities, pension and retirement related services and
 administration, asset management, securities brokerage, banking and trust
 services, real estate brokerage franchises, and relocation services. Under the
 terms of the above-referenced acquisition, Prudential Financial, Inc. may not
 use the "American Skandia" name in any context after May 1, 2008. Therefore,
 Prudential Financial has begun a "rebranding" project that involves renaming
 certain American Skandia legal entities. As pertinent to this annuity: 1)
 American Skandia Life Assurance Corporation will be renamed Prudential
 Annuities Life Assurance Corporation; 2) American Skandia Marketing, Inc. will
 be renamed Prudential Annuities Distributors, Inc.; 3) American Skandia
 Investment Services, Inc. has been renamed AST Investment Services, Inc.; and
 4) American Skandia Trust has been renamed Advanced Series Trust. These name
 changes will not impact the manner in which customers do business with
 Prudential.


 No company other than American Skandia 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 American Skandia.

 WHAT ARE SEPARATE ACCOUNTS?
 The separate accounts are where American Skandia 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 American Skandia or of any other of our separate accounts. These
 assets may only be charged with liabilities which arise from the Annuities
 issued by American Skandia. 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.

                                      103



 Separate Account B
 During the accumulation period, the assets supporting obligations based on
 allocations to the Sub-accounts are held in Sub-accounts of American Skandia
 Life Assurance Corporation Variable Account B, also referred to as "Separate
 Account B".


 Separate Account B was established by us pursuant to Connecticut law on
 November 25, 1987. Separate Account B also holds assets of other annuities
 issued by us with values and benefits that vary according to the investment
 performance of Separate Account B.


 Separate Account B consists of multiple Sub-accounts. Each Sub-account invests
 only in a single mutual fund or mutual fund portfolio. The name of each
 Sub-account generally corresponds to the name of the underlying Portfolio.
 Each Sub-account in Separate Account B may have several different Unit Prices
 to reflect the Insurance Charge, Distribution Charge (when applicable) and the
 charges for any optional benefits that are offered under the Annuities issued
 by us through Separate Account B. Separate Account B is registered with the
 SEC under the Investment Company Act of 1940 ("Investment Company Act") as a
 unit investment trust, which is a type of investment company. The SEC does not
 supervise investment policies, management or practices of Separate Account B.




 We reserve the right to make changes to the Sub-accounts available under the
 Annuities as we determine appropriate. We may offer new Sub-accounts,
 eliminate Sub-accounts, or combine Sub-accounts at our sole discretion. We may
 also close Sub-accounts to additional Purchase Payments on existing Annuities
 or close Sub-accounts for Annuities purchased on or after specified dates. We
 may also substitute an underlying mutual fund or portfolio of an underlying
 mutual fund for another underlying mutual fund or portfolio of an underlying
 mutual fund, subject to our receipt of any exemptive relief that we are
 required to obtain under the Investment Company Act. We will notify Owners of
 changes we make to the Sub-accounts available under their Annuity.


 Values and benefits based on allocations to the Sub-accounts will vary with
 the investment performance of the underlying mutual funds or fund portfolios,
 as applicable. We do not guarantee the investment results of any Sub-account.
 Your Account Value allocated to the Sub-accounts may increase or decrease. You
 bear the entire investment risk. There is no assurance that the Account Value
 of your Annuity will equal or be greater than the total of the Purchase
 Payments you make to us.

 Separate Account D
 During the accumulation period, assets supporting our obligations based on
 Fixed Allocations are held in American Skandia Life Assurance Corporation
 Separate Account D, also referred to as "Separate Account D". Such obligations
 are based on the fixed interest rates we credit to Fixed Allocations and the
 terms of the Annuities. These obligations do not depend on the investment
 performance of the assets in Separate Account D. Separate Account D was
 established by us pursuant to Connecticut law.

 There are no units in Separate Account D. The Fixed Allocations are guaranteed
 by our general account. An Annuity Owner who allocates a portion of their
 Account Value to Separate Account D does not participate in the investment
 gain or loss on assets maintained in Separate Account D. Such gain or loss
 accrues solely to us. We retain the risk that the value of the assets in
 Separate Account D may drop below the reserves and other liabilities we must
 maintain. Should the value of the assets in Separate Account D drop below the
 reserve and other liabilities we must maintain in relation to the annuities
 supported by such assets, we will transfer assets from our general account to
 Separate Account D to make up the difference. We have the right to transfer to
 our general account any assets of Separate Account D in excess of such
 reserves and other liabilities. We maintain assets in Separate Account D
 supporting a number of annuities we offer.

 We may employ investment managers to manage the assets maintained in Separate
 Account D. Each manager we employ is responsible for investment management of
 a different portion of Separate Account D. From time to time additional
 investment managers may be employed or investment managers may cease being
 employed. We are under no obligation to employ or continue to employ any
 investment manager(s) and have sole discretion over the investment managers we
 retain.

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

 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

                                      104



 not receive voting instructions in relation to certain shares, we will vote
 those shares in the same manner and proportion as the shares for which we have
 received instructions. This voting procedure is sometimes referred to as
 "mirror voting" because, as indicated in the immediately preceding sentence,
 we mirror the votes that are actually cast, rather than decide on our own how
 to vote. In addition, because all the shares of a given mutual fund held
 within our separate account are legally owned by us, we intend to vote all of
 such shares when that underlying fund seeks a vote of its shareholders. As
 such, all such shares will be counted towards whether there is a quorum at the
 underlying fund's shareholder meeting and towards the ultimate outcome of the
 vote. Thus, under "mirror voting," it is possible that the votes of a small
 percentage of contractholders who actually vote will determine the ultimate
 outcome. We will furnish those Owners who have Account Value allocated to a
 Sub-account whose underlying mutual fund portfolio has requested a "proxy"
 vote with proxy materials and the necessary forms to provide us with their
 voting instructions. Generally, you will be asked to provide instructions for
 us to vote on matters such as changes in a fundamental investment strategy,
 adoption of a new investment advisory agreement, or matters relating to the
 structure of the underlying mutual fund that require a vote of shareholders.


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


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

 Service Fees Payable to American Skandia

 American Skandia or our affiliates have entered into agreements with the
 investment adviser or distributor of the underlying Portfolios. Under the
 terms of these agreements, American Skandia, or our affiliates may provide
 administrative and support services to the Portfolios for which it receives a
 fee of up to 0.75% (currently) of the average assets allocated to the
 Portfolios under each Annuity from the investment adviser, distributor and/or
 the fund. These agreements may be different for each underlying mutual fund
 whose portfolios are offered as Sub-accounts.

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

 During 2006, with regard to amounts that were paid under these kinds of
 arrangements, the amounts ranged from approximately $53 to approximately
 $190,514. These amounts may have been paid to one or more
 Prudential-affiliated insurers issuing individual variable annuities.


 WHO DISTRIBUTES ANNUITIES OFFERED BY AMERICAN SKANDIA?

 American Skandia Marketing, Incorporated ("ASM"), a wholly-owned subsidiary of
 Prudential Annuities, Inc., is the distributor and principal underwriter of
 the securities offered through this prospectus. ASM acts as the distributor of
 a number of annuity and life insurance products we offer and co-distributor of
 Advanced Series Trust.


                                      105



 ASM's principal business address is One Corporate Drive, Shelton, Connecticut
 06484. ASM is registered as broker-dealer under the Securities Exchange Act of
 1934 ("Exchange Act") and is a member of the National Association of
 Securities Dealers, Inc. ("NASD").

 Each Annuity is offered on a continuous basis. ASM enters into distribution
 agreements with broker-dealers who are registered under the Exchange Act and
 with entities that may offer the Annuities but are exempt from registration
 ("firms"). Applications for each Annuity are solicited by registered
 representatives of those firms. Such representatives will also be our
 appointed insurance agents under state insurance law. In addition, ASM may
 offer the Annuities directly to potential purchasers.

 Commissions are paid to firms on sales of the Annuities according to one or
 more schedules. The individual representative will receive a portion of the
 compensation, depending on the practice of his or her firm. Commissions are
 generally based on a percentage of Purchase Payments made, up to a maximum of
 7.0% for ASAP III, 6.0% for XT6, 5.5% for APEX II and 2.0% for ASL II.
 Alternative compensation schedules are available that provide a lower initial
 commission plus ongoing annual compensation based on all or a portion of the
 Account Value. We may also provide compensation to the distributing firm for
 providing ongoing service to you in relation to your Annuity. Commissions and
 other compensation paid in relation to your Annuity do not result in any
 additional charge to you or to the Separate Account.

 In addition, in an effort to promote the sale of our products (which may
 include the placement of American Skandia and/or the Annuities on a preferred
 or recommended company or product list and/or access to the firm's registered
 representatives), we or ASM may enter into compensation arrangements with
 certain broker-dealer firms with respect to certain or all registered
 representatives of such firms under which such firms may receive separate
 compensation or reimbursement for, among other things, training of sales
 personnel and/or marketing and/or administrative services and/or other
 services they provide. These services may include, but are not limited to:
 educating customers of the firm on the Annuitys' features; conducting due
 diligence and analysis, providing office access, operations and systems
 support; holding seminars intended to educate the firm's registered
 representatives and make them more knowledgeable about the Annuities;
 providing a dedicated marketing coordinator; providing priority sales desk
 support; and providing expedited marketing compliance approval. To the extent
 permitted by NASD rules and other applicable laws and regulations, ASM 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 American Skandia pays an amount of greater than $10,000 under these
 arrangements is provided in the Statement of Additional Information, which is
 available upon request. You should note that firms and individual registered
 representatives and branch managers within some firms participating in one of
 these compensation arrangements might receive greater compensation for selling
 the Annuities than for selling a different annuity that is not eligible for
 these compensation arrangements. While compensation is generally taken into
 account as an expense in considering the charges applicable to an annuity
 product, any such compensation will be paid by us or ASM 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.

 On July 1, 2003, Prudential Financial combined its retail securities brokerage
 and clearing operations with those of Wachovia Corporation ("Wachovia") and
 formed Wachovia Securities Financial Holdings, LLC ("Wachovia Securities"), a
 joint venture headquartered in Richmond, Virginia. Prudential Financial has a
 38% ownership interest in the joint venture, while Wachovia owns the remaining
 62%.

 Wachovia and Wachovia Securities are key distribution partners for certain
 products of Prudential Financial affiliates, including mutual funds and
 individual annuities that are distributed through their financial advisors,
 bank channel and independent channel. In addition, 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

 American Skandia publishes annual and quarterly reports that are filed with
 the SEC. These reports contain financial information about American Skandia
 that is annually audited by an independent registered public accounting firm.
 American Skandia's annual report for the year ended December 31, 2006,
 together with subsequent periodic reports that American Skandia 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 American
 Skandia 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 American Skandia - Variable Annuities; P.O. Box 7960,
 Philadelphia, PA 19176 (Telephone: 203-926-1888). The SEC file number for
 American Skandia is 33-44202. You may read and copy any filings made by
 American Skandia 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.


                                      106



 FINANCIAL STATEMENTS
 The financial statements of the separate account and American Skandia Life
 Assurance Corporation are included in the Statement of Additional Information.

 HOW TO CONTACT US
 You can contact us by:
  .   calling our Customer Service Team at 1-800-752-6342 during our normal
      business hours, Monday through Friday, or Skandia's telephone automated
      response system at 1-800-766-4530.
  .   writing to us via regular mail at American Skandia - Variable Annuities,
      P.O. Box 7960, Philadelphia, PA 19176 OR for express mail American
      Skandia - Variable Annuities, 2101 Welsh Road, Dresher, PA 19025. NOTE:
      Failure to send mail to the proper address may result in a delay in our
      receiving and processing your request.
  .   accessing information about your Annuity through our Internet Website at
      www.americanskandia.prudential.com.

 You can obtain account information by calling our automated response system
 and at www.americanskandia.prudential.com, our Internet Website. Our Customer
 Service representatives are also available during business hours to provide
 you with information about your account. You can request certain transactions
 through our telephone voice response system, our Internet Website or through a
 customer service representative. You can provide authorization for a third
 party, including your attorney-in-fact acting pursuant to a power of attorney
 or your Financial Professional, to access your account information and perform
 certain transactions on your account. You will need to complete a form
 provided by us which identifies those transactions that you wish to authorize
 via telephonic and electronic means and whether you wish to authorize a third
 party to perform any such transactions. Please note that unless you tell us
 otherwise, we deem that all transactions that are directed by your Financial
 Professional with respect to your Annuity have been authorized by you. We
 require that you or your representative provide proper identification before
 performing transactions over the telephone or through our Internet Website.
 This may include a Personal Identification Number (PIN) that will be provided
 to you upon issue of your Annuity or you may establish or change your PIN by
 calling our automated response system and at
 www.americanskandia.prudential.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.

 American Skandia 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. American Skandia 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

 American Skandia is subject to legal and regulatory actions in the ordinary
 course of its businesses, including class action lawsuits. American Skandia's
 pending legal and regulatory actions include proceedings specific to the
 company and proceedings generally applicable to business practices in the
 industry in which we operate. American Skandia is 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. American Skandia also is subject to
 litigation arising out of its general business activities, such as its
 investments, contracts, leases and labor and employment relationships,
 including claims of discrimination and harassment, and could be exposed to
 claims or litigation concerning certain business or process patents. In some
 of American Skandia's pending legal and regulatory actions, parties are
 seeking large and/or indeterminate amounts, including punitive or exemplary
 damages. Finally, American Skandia is periodically subject to examinations and
 audits by federal and state regulators, and also on occasion, receives and
 addresses complaints from customers. The following is a summary of certain
 pending proceedings.


                                      107




 American Skandia commenced a remediation program to correct errors in the
 administration of approximately 11,000 annuity contracts issued by the
 company. The owners of these contracts did not receive notification that the
 contracts were approaching or past their designated annuitization date or
 default annuitization date (both dates referred to as the "contractual annuity
 date") and the contracts were not annuitized at their contractual annuity
 dates. Some of these contracts also were affected by data integrity errors
 resulting in incorrect contractual annuity dates. The lack of notice and the
 data integrity errors, as reflected on the annuities administrative system,
 all occurred before the acquisition of American Skandia by Prudential
 Financial, Inc. The remediation and administrative costs of the remediation
 program are subject to the indemnification provisions of the agreement
 pursuant to which Prudential Financial, Inc. acquired American Skandia (the
 "Acquisition Agreement") from Skandia Insurance Company Ltd. (publ).

 Commencing in 2003, American Skandia received formal requests for information
 from the SEC and the New York Attorney General ("NYAG") relating to market
 timing in variable annuities by American Skandia and certain affiliated
 companies. In connection with these investigations, with the approval of
 Skandia Insurance Company Ltd. (publ), an offer was made by American Skandia
 to the authorities investigating its 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, American Skandia believes these discussions are
 likely to lead to settlements with these authorities. Any regulatory
 settlement involving American Skandia and certain affiliates would be subject
 to the indemnification provisions of the Acquisition Agreement. If achieved,
 settlement of the matters relating to American Skandia 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 American
 Skandia's businesses.

 During the third quarter of 2004, American Skandia identified a
 system-generated calculation error in its annuity contract administration
 system that existed prior to the acquisition of American Skandia by Prudential
 Financial, Inc. 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 American Skandia associated with
 remediation, breakage and other costs. Recently, American Skandia retained a
 consultant to assist it with the systems modifications needed to implement the
 remediation plan currently in place. American Skandia has advised Skandia
 Insurance Company Ltd. (publ) that a portion of the remediation and related
 administrative costs are subject to the indemnification provisions of the
 Acquisition Agreement.

 American Skandia's 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
 American Skandia 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. Management believes, however, that
 the ultimate outcome of all pending litigation and regulatory matters, after
 consideration of applicable reserves and rights to indemnification, should not
 have a material adverse effect on American Skandia's 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 the
 indemnification obligations of Skandia Insurance Company Ltd. (publ) to
 Prudential Financial, Inc. and its subsidiaries under the terms of the
 Acquisition Agreement. Those obligations of Skandia Insurance Company Ltd.
 (publ) provide for indemnification of certain judgments, settlements, and
 costs and expenses associated with lawsuits and other claims against American
 Skandia ("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. American Skandia is in discussions with Skandia Insurance
 Company Ltd. (publ) 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 American Skandia
  .   American Skandia Life Assurance Corporation
  .   American Skandia Life Assurance Corporation Variable Account B
  .   American Skandia Life Assurance Corporation Separate Account D

                                      108



 Principal Underwriter/Distributor - American Skandia Marketing, Incorporated



 How the Unit Price is Determined

 Additional Information on Fixed Allocations
  .   How We Calculate the Market Value Adjustment


 Other Tax Rules


 General Information
  .   Voting Rights
  .   Modification
  .   Deferral of Transactions
  .   Misstatement of Age or Sex
  .   Ending the Offer

 Annuitization

 Experts

 Legal Experts

 Financial Statements

                                      109



                     AMERICAN SKANDIA ANNUITIES 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 American Skandia Annuities. Each Sub-account
 invests only in a single mutual fund or mutual fund portfolio. All or some of
 these Sub-accounts are available as investment options for other variable
 annuities we offer pursuant to different prospectuses.


 Unit Prices And Numbers Of Units: The following tables show for each Annuity:
 (a) the historical Unit Price, corresponding to the Annuity features bearing
 the highest and lowest combinations of asset-based charges*, as of the dates
 shown, for Units in each of the Sub-accounts of Separate Account B that are
 being offered pursuant to this Prospectus**; and (b) the number of Units
 outstanding for each such Sub-account as of the dates shown. In the tables,
 "BOP" refers to Beginning of Period and "EOP" refers to End of Period. 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. The year in which operations commenced in each such
 Sub-account is noted in parentheses. 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 31/st /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, 2007.


 *  Note: While a unit price is reflected for the maximum combination of asset
    based charges for each Sub-account, not all Sub-accounts are available if
    you elect certain optional benefits.
 ** The remaining unit values appear in the Statement of Additional
    Information, which you may obtain free of charge by sending in the request
    form at the end of the Prospectus or contacting us at 1-800-752-6342.



 ASAP III - Prospectus




- -----------------------------------------------------------------------------------------------------------
Sub-account                                    2006      2005      2004      2003     2002    2001    2000
                                                                                
- -----------------------------------------------------------------------------------------------------------
AST JP Morgan International Equity Portfolio
    With No Optional Benefits
    BOP Unit Value                               $9.04      8.24      7.13      5.53    6.86    8.99
    EOP Unit Value                              $10.96      9.04      8.24      7.13    5.53    6.86   8.99
    Number of Units                          1,002,727 1,051,557   553,542   362,254 153,652 136,976 33,897
    With LT5, HDV and EBP
    BOP Unit Value                              $10.57         -         -         -       -       -
    EOP Unit Value                              $12.64     10.57         -         -       -       -      -
    Number of Units                                  -         -         -         -       -       -      -
- -----------------------------------------------------------------------------------------------------------
AST International Growth
 formerly, AST William Blair International
 Growth (1997)
    With No Optional Benefits
    BOP Unit Value                              $18.90     16.42     14.32     10.35    14.1   18.68
    EOP Unit Value                              $22.58     18.90     16.42     14.32   10.35    14.1  18.68
    Number of Units                          1,664,525 2,113,594 1,953,908 1,166,396   7,064   5,277  6,782
    With LT5, HDV and EBP
    BOP Unit Value                              $11.20         -         -         -       -       -
    EOP Unit Value                              $13.19     11.20         -         -       -       -      -
    Number of Units                                  -         -         -         -       -       -      -
- -----------------------------------------------------------------------------------------------------------
AST International Value
 formerly, AST LSV International Value
    With No Optional Benefits
    BOP Unit Value                               $7.87      7.01      5.86      4.43    5.41    8.08
    EOP Unit Value                               $9.90      7.87      7.01      5.86    4.43    5.41   8.08
    Number of Units                            593,098   402,497   233,045    91,736  32,967  29,954 20,311
    With LT5, HDV and EBP
    BOP Unit Value                              $10.62         -         -         -       -       -
    EOP Unit Value                              $13.19     10.62         -         -       -       -      -
    Number of Units                                  -         -         -         -       -       -      -
- -----------------------------------------------------------------------------------------------------------
AST MFS Global Equity (1999)
    With No Optional Benefits
    BOP Unit Value                              $11.67     10.98      9.40      7.48    8.64    9.72
    EOP Unit Value                              $14.32     11.67     10.98      9.40    7.48    8.64   9.72
    Number of Units                            349,460   218,705   213,485   123,219  46,925  49,536 23,151
    With LT5, HDV and EBP
    BOP Unit Value                              $10.39         -         -         -       -       -
    EOP Unit Value                              $12.59     10.39         -         -       -       -      -
    Number of Units                                  -         -         -         -       -       -      -
- -----------------------------------------------------------------------------------------------------------
AST Small Cap Growth
    With No Optional Benefits
    BOP Unit Value                              $16.00     15.97     17.38     12.12    18.7   20.25
    EOP Unit Value                              $17.80     16.00     15.97     17.38   12.12    18.7  20.25
    Number of Units                            111,114   126,824   107,136   145,364   6,331   2,439    978
    With LT5, HDV and EBP
    BOP Unit Value                              $10.35         -         -         -       -       -
    EOP Unit Value                              $11.35     10.35         -         -       -       -      -
    Number of Units                                  -         -         -         -       -       -      -
- -----------------------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth
 formerly, AST DeAM Small-Cap Growth (1999)
    With No Optional Benefits
    BOP Unit Value                               $7.35      7.41      6.86      4.71    6.48    9.17
    EOP Unit Value                               $7.82      7.35      7.41      6.86    4.71    6.48   9.17
    Number of Units                            344,893   267,925   293,384   258,089  44,611  41,602 35,743
    With LT5, HDV and EBP
    BOP Unit Value                              $10.23         -         -         -       -       -
    EOP Unit Value                              $10.74     10.23         -         -       -       -      -
    Number of Units                                  -         -         -         -       -       -      -



                                      A-1





- -------------------------------------------------------------------------------------------------------
Sub-account                                  2006      2005      2004      2003     2002   2001   2000
                                                                            
- -------------------------------------------------------------------------------------------------------
AST Federated Aggressive Growth (2000)
    With No Optional Benefits
    BOP Unit Value                            $10.94     10.12      8.33      4.98   7.12   9.08
    EOP Unit Value                            $12.20     10.94     10.12      8.33   4.98   7.12   9.08
    Number of Units                        1,165,926 1,386,930 1,169,995   859,909 25,040 10,912    243
    With LT5, HDV and EBP
    BOP Unit Value                            $10.87         -         -         -      -      -
    EOP Unit Value                            $11.96     10.87         -         -      -      -      -
    Number of Units                                -         -         -         -      -      -      -
- -------------------------------------------------------------------------------------------------------
AST Small-Cap Value (1997)
    With No Optional Benefits
    BOP Unit Value                            $17.52     16.64     14.47     10.79  12.06  11.41
    EOP Unit Value                            $20.77     17.52     16.64     14.47  10.79  12.06  11.41
    Number of Units                        1,198,255 1,484,712 1,293,786   962,965 66,744 33,608 15,339
    With LT5, HDV and EBP
    BOP Unit Value                            $10.56         -         -         -      -      -
    EOP Unit Value                            $12.35     10.56         -         -      -      -      -
    Number of Units                                -         -         -         -      -      -      -
- -------------------------------------------------------------------------------------------------------
AST DeAM Small-Cap Value (2002)
    With No Optional Benefits
    BOP Unit Value                            $13.12     13.13     10.89      7.69      -      -
    EOP Unit Value                            $15.54     13.12     13.13     10.89   7.69      -      -
    Number of Units                          201,904   187,206   138,078   131,066    124      -      -
    With LT5, HDV and EBP
    BOP Unit Value                             $9.94         -         -         -      -      -
    EOP Unit Value                            $11.61      9.94         -         -      -      -      -
    Number of Units                                -         -         -         -      -      -      -
- -------------------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth (2000)
    With No Optional Benefits
    BOP Unit Value                             $4.60      4.44      3.87      2.98   4.15   7.03
    EOP Unit Value                             $4.83      4.60      4.44      3.87   2.98   4.15   7.03
    Number of Units                        2,231,991 2,666,933 2,232,502 1,535,565 28,812 17,882  2,473
    With LT5, HDV and EBP
    BOP Unit Value                            $10.49         -         -         -      -      -
    EOP Unit Value                            $10.86     10.49         -         -      -      -      -
    Number of Units                                -         -         -         -      -      -      -
- -------------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth (1994)
    With No Optional Benefits
    BOP Unit Value                             $8.00      7.14      6.23      4.83   7.11   9.71
    EOP Unit Value                             $9.01      8.00      7.14      6.23   4.83   7.11   9.71
    Number of Units                          697,877   771,461   555,160   371,267 56,712 51,711 36,882
    With LT5, HDV and EBP
    BOP Unit Value                            $11.25         -         -         -      -      -
    EOP Unit Value                            $12.49     11.25         -         -      -      -      -
    Number of Units                                -         -         -         -      -      -      -
- -------------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value (1993)
    With No Optional Benefits
    BOP Unit Value                            $18.55     16.76     13.82     10.26  11.62  12.13
    EOP Unit Value                            $20.28     18.55     16.76     13.82  10.26  11.62  12.13
    Number of Units                        1,086,861 1,303,740 1,116,503   781,348 69,657 56,219 16,574
    With LT5, HDV and EBP
    BOP Unit Value                            $10.80         -         -         -      -      -
    EOP Unit Value                            $11.65     10.80         -         -      -      -      -
    Number of Units                                -         -         -         -      -      -      -
- -------------------------------------------------------------------------------------------------------
AST Alger All-Cap Growth (2000)
    With No Optional Benefits
    BOP Unit Value                             $7.48      6.49      6.06      4.53   7.14   8.68
    EOP Unit Value                                 -     $7.48      6.49      6.06   4.53   7.14   8.68
    Number of Units                                -         -   214,092   200,264 61,001 56,649 30,915
    With LT5, HDV and EBP
    BOP Unit Value                            $11.63         -         -         -      -      -
    EOP Unit Value                                 -    $11.63         -         -      -      -      -
    Number of Units                                -         -         -         -      -      -      -


                                      A-2






- ------------------------------------------------------------------------------------------------------------
Sub-account                                    2006      2005      2004      2003     2002    2001    2000
                                                                                
- ------------------------------------------------------------------------------------------------------------
AST Mid-Cap Value (2000)
    With No Optional Benefits
    BOP Unit Value                              $12.11     11.63     10.21      7.61    9.72   10.07
    EOP Unit Value                              $13.66     12.11     11.63     10.21    7.61    9.72   10.07
    Number of Units                            174,411   192,419   256,401   140,873  38,982  26,857  12,895
    With LT5, HDV and EBP
    BOP Unit Value                              $10.27         -         -         -       -       -
    EOP Unit Value                              $11.43     10.27         -         -       -       -       -
    Number of Units                                  -         -         -         -       -       -       -
- ------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources (1995)
    With No Optional Benefits
    BOP Unit Value                              $23.11     17.81     13.75     10.42   11.18   11.24
    EOP Unit Value                              $26.44     23.11     17.81     13.75   10.42   11.18   11.24
    Number of Units                            291,510   254,041   192,336    75,013   4,994   1,879     -0-
    With LT5, HDV and EBP
    BOP Unit Value                              $11.65         -         -         -       -       -
    EOP Unit Value                              $13.14     11.65         -         -       -       -       -
    Number of Units                                  -         -         -         -       -       -       -
- ------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap Growth
    With No Optional Benefits
    BOP Unit Value                               $7.12      6.19      5.93      4.86    7.12    8.46
    EOP Unit Value                               $7.43      7.12      6.19      5.93    4.86    7.12    8.46
    Number of Units                            608,747   512,012   326,194   263,698 106,056 106,762  97,356
    With LT5, HDV and EBP
    BOP Unit Value                              $12.02         -         -         -       -       -
    EOP Unit Value                              $12.37     12.02         -         -       -       -       -
    Number of Units                                  -         -         -         -       -       -       -
- ------------------------------------------------------------------------------------------------------------
AST MFS Growth (1999)
    With No Optional Benefits
    BOP Unit Value                               $7.39      7.04      6.44      5.31    7.48    9.68
    EOP Unit Value                               $8.01      7.39      7.04      6.44    5.31    7.48    9.68
    Number of Units                            758,550 1,025,239   791,823   893,170 112,701  47,656   3,089
    With LT5, HDV and EBP
    BOP Unit Value                              $10.67         -         -         -       -       -
    EOP Unit Value                              $11.40     10.67         -         -       -       -       -
    Number of Units                                  -         -         -         -       -       -       -
- ------------------------------------------------------------------------------------------------------------
AST Marsico Capital Growth (1997)
    With No Optional Benefits
    BOP Unit Value                              $10.20      9.67      8.46      6.50     7.8   10.09
    EOP Unit Value                              $10.80     10.20      9.67      8.46     6.5     7.8   10.09
    Number of Units                          5,983,458 7,048,021 5,717,404 4,075,719 228,033 182,904 114,992
    With LT5, HDV and EBP
    BOP Unit Value                              $10.82         -         -         -       -       -
    EOP Unit Value                              $11.30     10.82         -         -       -       -       -
    Number of Units                                  -         -         -         -       -       -       -
- ------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth (1992)
    With No Optional Benefits
    BOP Unit Value                               $4.77      4.68      4.57      3.69    5.33     7.9
    EOP Unit Value                               $5.18      4.77      4.68      4.57    3.69    5.33     7.9
    Number of Units                            791,152   657,833   733,920   604,491 405,437 404,404 235,747
    With LT5, HDV and EBP
    BOP Unit Value                              $10.67         -         -         -       -       -
    EOP Unit Value                              $11.44     10.67         -         -       -       -       -
    Number of Units                                  -         -         -         -       -       -       -
- ------------------------------------------------------------------------------------------------------------
AST DeAM Large-Cap Value (2000)
    With No Optional Benefits
    BOP Unit Value                              $12.07     11.18      9.58      7.67    9.17    9.83
    EOP Unit Value                              $14.51     12.07     11.18      9.58    7.67    9.17    9.83
    Number of Units                            524,592   242,789   191,637    85,554   7,126   1,696     442
    With LT5, HDV and EBP
    BOP Unit Value                              $10.63         -         -         -       -       -
    EOP Unit Value                              $12.60     10.63         -         -       -       -       -
    Number of Units                                  -         -         -         -       -       -       -



                                      A-3






- -------------------------------------------------------------------------------------------------------------
Sub-account                                      2006      2005      2004      2003     2002    2001    2000
                                                                                  
- -------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value (2001)
    With No Optional Benefits
    BOP Unit Value                                $10.72      9.66      8.89      7.14    9.64       -
    EOP Unit Value                                     -    $10.72      9.66      8.89    7.14    9.64      -
    Number of Units                                    -         -   194,363   137,293  37,810     -0-      -
    With LT5, HDV and EBP
    BOP Unit Value                                $11.24         -         -         -       -       -
    EOP Unit Value                                     -    $11.24         -         -       -       -      -
    Number of Units                                    -         -         -         -       -       -      -
- -------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Core Value (2001)
    With No Optional Benefits
    BOP Unit Value                                $12.79     12.28     10.91      8.61   10.05       -
    EOP Unit Value                                $15.33     12.79     12.28     10.91    8.61   10.05      -
    Number of Units                              815,109   635,232   603,508   453,569  82,054  18,453      -
    With LT5, HDV and EBP
    BOP Unit Value                                $10.23         -         -         -       -       -
    EOP Unit Value                                $12.09     10.23         -         -       -       -      -
    Number of Units                                    -         -         -         -       -       -      -
- -------------------------------------------------------------------------------------------------------------
AST Cohen & Steers Real Estate (1998)
    With No Optional Benefits
    BOP Unit Value                                $24.98     22.03     16.17     11.91   11.75   11.57
    EOP Unit Value                                $33.72     24.98     22.03     16.17   11.91   11.75  11.57
    Number of Units                              265,912   223,264   281,181   149,582  25,464  16,487 16,557
    With LT5, HDV and EBP
    BOP Unit Value                                $11.92         -         -         -       -       -
    EOP Unit Value                                $15.88     11.92         -         -       -       -      -
    Number of Units                                    -         -         -         -       -       -      -
- -------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Managed Index 500 (1998)
    With No Optional Benefits
    BOP Unit Value                                 $9.20      8.99      8.28      6.59    8.41    9.46
    EOP Unit Value                                $10.23      9.20      8.99      8.28    6.59    8.41   9.46
    Number of Units                              842,745   851,019   642,882   554,156  90,506  39,414  9,941
    With LT5, HDV and EBP
    BOP Unit Value                                $10.32         -         -         -       -       -
    EOP Unit Value                                $11.32     10.32         -         -       -       -      -
    Number of Units                                    -         -         -         -       -       -      -
- -------------------------------------------------------------------------------------------------------------
AST American Century Income & Growth (1997)
    With No Optional Benefits
    BOP Unit Value                                 $9.79      9.48      8.52      6.70    8.47    9.36
    EOP Unit Value                                $11.30      9.79      9.48      8.52     6.7    8.47   9.36
    Number of Units                              579,491   626,417   613,910   339,653 124,168 113,372 70,887
    With LT5, HDV and EBP
    BOP Unit Value                                $10.25         -         -         -       -       -
    EOP Unit Value                                $11.67     10.25         -         -       -       -      -
    Number of Units                                    -         -         -         -       -       -      -
- -------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth & Income (1992)
    With No Optional Benefits
    BOP Unit Value                                $11.63     11.24     10.25      7.84   10.35   10.53
    EOP Unit Value                                $13.46     11.63     11.24     10.25    7.84   10.35  10.53
    Number of Units                            3,863,961 5,200,126 4,119,501 3,076,626 142,152 205,232 34,439
    With LT5, HDV and EBP
    BOP Unit Value                                $10.18         -         -         -       -       -
    EOP Unit Value                                $11.63     10.18         -         -       -       -      -
    Number of Units                                    -         -         -         -       -       -      -
- -------------------------------------------------------------------------------------------------------------
AST Large Cap Value
    With No Optional Benefits
    BOP Unit Value                                $10.77     10.25      8.99      7.59    9.31   10.32
    EOP Unit Value                                $12.60     10.77     10.25      8.99    7.59    9.31  10.32
    Number of Units                              680,203   694,885   417,314   204,589  44,419  44,212  8,596
    With LT5, HDV and EBP
    BOP Unit Value                                $10.47         -         -         -       -       -
    EOP Unit Value                                $12.08     10.47         -         -       -       -      -
    Number of Units                                    -         -         -         -       -       -      -



                                      A-4






- ----------------------------------------------------------------------------------------------------
Sub-account                                 2006      2005      2004     2003    2002   2001   2000
                                                                         
- ----------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha
 formerly, AST Global Allocation (1993)
    With No Optional Benefits
    BOP Unit Value                           $10.09      9.55      8.71    7.38   8.84  10.14
    EOP Unit Value                           $11.07     10.09      9.55    8.71   7.38   8.84  10.14
    Number of Units                          97,906    80,896    78,619  61,801 34,451 38,208 30,678
    With LT5, HDV and EBP
    BOP Unit Value                           $10.54         -         -       -      -      -
    EOP Unit Value                           $11.41     10.54         -       -      -      -      -
    Number of Units                               -         -         -       -      -      -      -
- ----------------------------------------------------------------------------------------------------
AST American Century Strategic Allocation
 formerly, AST American Century Strategic
 Balanced (1997)
    With No Optional Benefits
    BOP Unit Value                           $10.91     10.56      9.81    8.36   9.38   9.87
    EOP Unit Value                           $11.82     10.91     10.56    9.81   8.36   9.38   9.87
    Number of Units                         174,226   173,191   146,721 115,095  5,490  4,905  1,725
    With LT5, HDV and EBP
    BOP Unit Value                           $10.23         -         -       -      -      -
    EOP Unit Value                           $10.93     10.23         -       -      -      -      -
    Number of Units                               -         -         -       -      -      -      -
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation (1994)
    With No Optional Benefits
    BOP Unit Value                           $11.77     11.39     10.37    8.47   9.52  10.12
    EOP Unit Value                           $13.08     11.77     11.39   10.37   8.47   9.52  10.12
    Number of Units                         665,726   558,395   357,085 222,150 13,799 13,152  2,412
    With LT5, HDV and EBP
    BOP Unit Value                           $10.27         -         -       -      -      -
    EOP Unit Value                           $11.26     10.27         -       -      -      -      -
    Number of Units                               -         -         -       -      -      -      -
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond (1994)
    With No Optional Benefits
    BOP Unit Value                           $13.89     14.73     13.73   12.32  10.84   10.7
    EOP Unit Value                           $14.58     13.89     14.73   13.73  12.32  10.84   10.7
    Number of Units                         836,914   938,585   657,913 289,862 36,987 16,390    -0-
    With LT5, HDV and EBP
    BOP Unit Value                            $9.37         -         -       -      -      -
    EOP Unit Value                            $9.70      9.37         -       -      -      -      -
    Number of Units                               -         -         -       -      -      -      -
- ----------------------------------------------------------------------------------------------------
AST High Yield
 formerly, AST High Yield Bond
    With No Optional Benefits
    BOP Unit Value                           $12.04     12.06     10.99    9.16   9.27   9.37
    EOP Unit Value                           $13.12     12.04     12.06   10.99   9.16   9.27   9.37
    Number of Units                       1,019,726   873,440   957,756 906,947 73,614 45,297 12,929
    With LT5, HDV and EBP
    BOP Unit Value                            $9.78         -         -       -      -      -
    EOP Unit Value                           $10.51      9.78         -       -      -      -      -
    Number of Units                               -         -         -       -      -      -      -
- ----------------------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture (2000)
    With No Optional Benefits
    BOP Unit Value                           $12.69     12.71     11.98   10.22   10.3  10.13
    EOP Unit Value                           $13.76     12.69     12.71   11.98  10.22   10.3  10.13
    Number of Units                       1,196,608 1,294,706 1,012,739 814,135 43,077 16,628    425
    With LT5, HDV and EBP
    BOP Unit Value                            $9.87         -         -       -      -      -
    EOP Unit Value                           $10.56      9.87         -       -      -      -      -
    Number of Units                               -         -         -       -      -      -      -



                                      A-5






- ------------------------------------------------------------------------------------------------------------
Sub-account                                     2006      2005      2004      2003     2002    2001    2000
                                                                                 
- ------------------------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond (1994)
    With No Optional Benefits
    BOP Unit Value                               $13.88     13.72     13.23     12.72    11.8   10.97
    EOP Unit Value                               $14.22     13.88     13.72     13.23   12.72    11.8  10.97
    Number of Units                           2,004,498 1,924,370 3,074,732 2,301,863 362,294 275,317 37,918
    With LT5, HDV and EBP
    BOP Unit Value                               $10.07         -         -         -       -       -
    EOP Unit Value                               $10.17     10.07         -         -       -       -      -
    Number of Units                                   -         -         -         -       -       -      -
- ------------------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond (1995)
    With No Optional Benefits
    BOP Unit Value                               $12.22     12.18     12.08     10.09   11.29   10.59
    EOP Unit Value                               $12.53     12.22     12.18     12.08   10.09   11.29  10.59
    Number of Units                           2,687,532 2,996,257 2,189,975   956,856  38,260 112,948  1,940
    With LT5, HDV and EBP
    BOP Unit Value                                $9.98         -         -         -       -       -
    EOP Unit Value                               $10.09      9.98         -         -       -       -      -
    Number of Units                                   -         -         -         -       -       -      -
- ------------------------------------------------------------------------------------------------------------
AST Money Market (1992)
    With No Optional Benefits
    BOP Unit Value                               $10.62     10.46     10.51     10.57   10.57   10.32
    EOP Unit Value                               $10.96     10.62     10.46     10.51   10.57   10.57  10.32
    Number of Units                           3,505,960 3,179,376 1,663,940 1,245,396 403,604 179,509 29,567
    With LT5, HDV and EBP
    BOP Unit Value                               $10.02         -         -         -       -       -
    EOP Unit Value                               $10.21     10.02         -         -       -       -      -
    Number of Units                                   -         -         -         -       -       -      -
- ------------------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    With No Optional Benefits
    BOP Unit Value                               $10.00         -         -         -       -       -
    EOP Unit Value                               $11.42     10.00         -         -       -       -      -
    Number of Units                           1,094,157   171,403         -         -       -       -      -
    With LT5, HDV and EBP
    BOP Unit Value                                $9.99         -         -         -       -       -
    EOP Unit Value                               $11.26      9.99         -         -       -       -      -
    Number of Units                                   -         -         -         -       -       -      -
- ------------------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    With No Optional Benefits
    BOP Unit Value                               $10.01         -         -         -       -       -
    EOP Unit Value                               $11.24     10.01         -         -       -       -      -
    Number of Units                           4,226,992   403,183         -         -       -       -      -
    With LT5, HDV and EBP
    BOP Unit Value                               $10.00         -         -         -       -       -
    EOP Unit Value                               $11.07     10.00         -         -       -       -      -
    Number of Units                                   -         -         -         -       -       -      -
- ------------------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
    With No Optional Benefits
    BOP Unit Value                               $10.02         -         -         -       -       -
    EOP Unit Value                               $11.06     10.02         -         -       -       -      -
    Number of Units                           3,716,970   405,782         -         -       -       -      -
    With LT5, HDV and EBP
    BOP Unit Value                               $10.01         -         -         -       -       -
    EOP Unit Value                               $10.90     10.01         -         -       -       -      -
    Number of Units                                   0         -         -         -       -       -      -
- ------------------------------------------------------------------------------------------------------------
AST Conservative Asset Allocation Portfolio
    With No Optional Benefits
    BOP Unit Value                               $10.03         -         -         -       -       -
    EOP Unit Value                               $10.95     10.03         -         -       -       -      -
    Number of Units                           1,008,771    53,897         -         -       -       -      -
    With LT5, HDV and EBP
    BOP Unit Value                               $10.02         -         -         -       -       -
    EOP Unit Value                               $10.79     10.02         -         -       -       -      -
    Number of Units                                   -         -         -         -       -       -      -



                                      A-6






- ------------------------------------------------------------------------------------------------
Sub-account                                  2006    2005    2004    2003    2002   2001   2000
                                                                     
- ------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    With No Optional Benefits
    BOP Unit Value                           $10.04       -       -       -      -      -
    EOP Unit Value                           $10.70   10.04       -       -      -      -      -
    Number of Units                         443,968 215,279       -       -      -      -      -
    With LT5, HDV and EBP
    BOP Unit Value                           $10.03       -       -       -      -      -
    EOP Unit Value                           $10.55   10.03       -       -      -      -      -
    Number of Units                               -       -       -       -      -      -      -
- ------------------------------------------------------------------------------------------------
Gartmore Variable Investment Trust - GVIT
 Developing Markets (1996)
    With No Optional Benefits
    BOP Unit Value                           $16.26   12.52   10.59    6.71   7.53   8.19
    EOP Unit Value                           $21.61   16.26   12.52   10.59   6.71   7.53   8.19
    Number of Units                         316,324 351,335 264,541 122,136  6,530  6,555  3,293
    With LT5, HDV and EBP
    BOP Unit Value                           $11.97       -       -       -      -      -
    EOP Unit Value                           $15.69   11.97       -       -      -      -      -
    Number of Units                               -       -       -       -      -      -      -
- ------------------------------------------------------------------------------------------------
WFVT Advantage Equity Income (1999)
    With No Optional Benefits
    BOP Unit Value                           $18.02   17.32   15.79   12.67  15.89  17.01
    EOP Unit Value                           $21.10   18.02   17.32   15.79  12.67  15.89  17.01
    Number of Units                          23,739  23,574  19,612  10,586  1,063  1,992    -0-
    With LT5, HDV and EBP
    BOP Unit Value                           $10.12       -       -       -      -      -
    EOP Unit Value                           $11.68   10.12       -       -      -      -      -
    Number of Units                               -       -       -       -      -      -      -
- ------------------------------------------------------------------------------------------------
AIM V.I. - Dynamics (1999)
    With No Optional Benefits
    BOP Unit Value                            $7.61    6.96    6.22    4.57    6.8   9.99
    EOP Unit Value                            $8.73    7.61    6.96    6.22   4.57    6.8   9.99
    Number of Units                         124,196 135,001 188,184 137,600 18,808 15,825 22,264
    With LT5, HDV and EBP
    BOP Unit Value                           $10.83       -       -       -      -      -
    EOP Unit Value                           $12.25   10.83       -       -      -      -      -
    Number of Units                               -       -       -       -      -      -      -
- ------------------------------------------------------------------------------------------------
AIM V.I. - Technology (1999)
    With No Optional Benefits
    BOP Unit Value                            $3.35    3.32    3.21    2.24   4.27   7.98
    EOP Unit Value                            $3.65    3.35    3.32    3.21   2.24   4.27   7.98
    Number of Units                         254,798  77,941  78,567  42,720 30,448 35,767 25,984
    With LT5, HDV and EBP
    BOP Unit Value                           $10.64       -       -       -      -      -
    EOP Unit Value                           $11.45   10.64       -       -      -      -      -
    Number of Units                               -       -       -       -      -      -      -
- ------------------------------------------------------------------------------------------------
AIM V.I. - Health Sciences (1999)
    With No Optional Benefits
    BOP Unit Value                           $12.12   11.34   10.68    8.46  11.35  13.14
    EOP Unit Value                           $12.59   12.12   11.34   10.68   8.46  11.35  13.14
    Number of Units                         110,470 106,295  92,506  59,116 19,405 27,104 32,969
    With LT5, HDV and EBP
    BOP Unit Value                           $11.08       -       -       -      -      -
    EOP Unit Value                           $11.36   11.08       -       -      -      -      -
    Number of Units                               -       -       -       -      -      -      -
- ------------------------------------------------------------------------------------------------
AIM V.I. - Financial Services (1999)
    With No Optional Benefits
    BOP Unit Value                           $13.30   12.72   11.85    9.26  11.02  12.38
    EOP Unit Value                           $15.30   13.30   12.72   11.85   9.26  11.02  12.38
    Number of Units                          89,614  48,007  44,091  48,538  7,204  8,536  9,786
    With LT5, HDV and EBP
    BOP Unit Value                           $10.66       -       -       -      -      -
    EOP Unit Value                           $12.09   10.66       -       -      -      -      -
    Number of Units                               -       -       -       -      -      -      -



                                      A-7





- ------------------------------------------------------------------------------------------
Sub-account                                 2006    2005    2004    2003  2002  2001  2000
                                                                 
- ------------------------------------------------------------------------------------------
Evergreen VA - International Equity (2000)
    With No Optional Benefits
    BOP Unit Value                          $14.10   12.31   10.46      -     -     -
    EOP Unit Value                          $17.15   14.10   12.31  10.46     -     -    -
    Number of Units                        182,002 130,750  62,400 24,847     -     -    -
    With LT5, HDV and EBP
    BOP Unit Value                          $10.92       -       -      -     -     -
    EOP Unit Value                          $13.09   10.92       -      -     -     -    -
    Number of Units                              -       -       -      -     -     -    -
- ------------------------------------------------------------------------------------------
Evergreen VA - Special Equity (1999)
    With No Optional Benefits
    BOP Unit Value                           $8.53    9.57    9.16   6.10  8.49  9.35
    EOP Unit Value                               -   $8.53    9.57   9.16   6.1  8.49 9.35
    Number of Units                              -       -  92,559 69,344 5,427 5,085  -0-
    With LT5, HDV and EBP
    BOP Unit Value                           $9.26       -       -      -     -     -
    EOP Unit Value                               -   $9.26       -      -     -     -    -
    Number of Units                              -       -       -      -     -     -    -
- ------------------------------------------------------------------------------------------
Evergreen VA - Omega (2000)
    With No Optional Benefits
    BOP Unit Value                          $10.00    9.75    9.21      -  9.04     -
    EOP Unit Value                          $10.47   10.00    9.75   9.21     -  9.04    -
    Number of Units                         19,700  18,356  26,849 15,743     -     -    -
    With LT5, HDV and EBP
    BOP Unit Value                          $10.53       -       -      -     -     -
    EOP Unit Value                          $10.87   10.53       -      -     -     -    -
    Number of Units                              -       -       -      -     -     -    -
- ------------------------------------------------------------------------------------------
Evergreen VA Growth Fund
    With No Optional Benefits
    BOP Unit Value                          $11.47       -
    EOP Unit Value                          $12.58   11.47       -      -     -     -    -
    Number of Units                         72,371  64,775       -      -     -     -    -
    With LT5, HDV and EBP
    BOP Unit Value                          $11.36       -       -      -     -     -
    EOP Unit Value                          $12.29   11.36       -      -     -     -    -
    Number of Units                              -       -       -      -     -     -    -
- ------------------------------------------------------------------------------------------
ProFund VP - Europe 30 (1999)
    With No Optional Benefits
    BOP Unit Value                           $8.43    7.90    7.00   5.11  6.97   9.3
    EOP Unit Value                           $9.79    8.43    7.90   7.00  5.11  6.97  9.3
    Number of Units                        370,628  76,381 201,444 75,543 2,539 7,317  -0-
    With LT5, HDV and EBP
    BOP Unit Value                          $10.45       -       -      -     -     -
    EOP Unit Value                          $11.96   10.45       -      -     -     -    -
    Number of Units                              -       -       -      -     -     -    -
- ------------------------------------------------------------------------------------------
ProFund VP - Asia 30 (2002)
    With No Optional Benefits
    BOP Unit Value                          $14.67   12.43   12.66      -     -     -
    EOP Unit Value                          $20.18   14.67   12.43  12.66     -     -    -
    Number of Units                        235,779  83,233  63,254 47,272     -     -    -
    With LT5, HDV and EBP
    BOP Unit Value                          $11.13       -       -      -     -     -
    EOP Unit Value                          $15.11   11.13       -      -     -     -    -
    Number of Units                              -       -       -      -     -     -    -
- ------------------------------------------------------------------------------------------
ProFund VP - Japan (2002)
    With No Optional Benefits
    BOP Unit Value                          $13.51    9.65    9.09      -     -     -
    EOP Unit Value                          $14.79   13.51    9.65   9.09     -     -    -
    Number of Units                        117,156 165,707  87,251 28,579     -     -    -
    With LT5, HDV and EBP
    BOP Unit Value                          $13.42       -       -      -     -     -
    EOP Unit Value                          $14.49   13.42       -      -     -     -    -
    Number of Units                              -       -       -      -     -     -    -


                                      A-8





- -------------------------------------------------------------------------------------
Sub-account                            2006    2005    2004    2003  2002  2001  2000
                                                            
- -------------------------------------------------------------------------------------
ProFund VP - Banks (2002)
    With No Optional Benefits
    BOP Unit Value                     $11.94   12.11   10.97      -     -     -
    EOP Unit Value                     $13.61   11.94   12.11  10.97     -     -    -
    Number of Units                    35,707  44,665  12,480  8,886     -     -    -
    With LT5, HDV and EBP
    BOP Unit Value                     $10.13       -       -      -     -     -
    EOP Unit Value                     $11.39   10.13       -      -     -     -    -
    Number of Units                         -       -       -      -     -     -    -
- -------------------------------------------------------------------------------------
ProFund VP - Basic Materials (2002)
    With No Optional Benefits
    BOP Unit Value                     $12.13   12.00   11.02      -     -     -
    EOP Unit Value                     $13.84   12.13   12.00  11.02     -     -    -
    Number of Units                    67,645  53,592  42,597 53,759     -     -    -
    With LT5, HDV and EBP
    BOP Unit Value                      $9.51       -       -      -     -     -
    EOP Unit Value                     $10.70    9.51       -      -     -     -    -
    Number of Units                         -       -       -      -     -     -    -
- -------------------------------------------------------------------------------------
ProFund VP - Biotechnology (2001)
    With No Optional Benefits
    BOP Unit Value                      $9.11    7.73    7.14   5.17  8.38     -
    EOP Unit Value                      $8.63    9.11    7.73   7.14  5.17  8.38    -
    Number of Units                    56,416  73,804  32,726 20,329   460 3,279    -
    With LT5, HDV and EBP
    BOP Unit Value                     $13.53       -       -      -     -     -
    EOP Unit Value                     $12.64   13.53       -      -     -     -    -
    Number of Units                         -       -       -      -     -     -    -
- -------------------------------------------------------------------------------------
ProFund VP - Consumer Services (2002)
    With No Optional Benefits
    BOP Unit Value                      $9.10    9.67    9.10      -     -     -
    EOP Unit Value                     $10.06    9.10    9.67   9.10     -     -    -
    Number of Units                    15,819   3,866  20,288 13,935     -     -    -
    With LT5, HDV and EBP
    BOP Unit Value                      $9.70       -       -      -     -     -
    EOP Unit Value                     $10.58    9.70       -      -     -     -    -
    Number of Units                         -       -       -      -     -     -    -
- -------------------------------------------------------------------------------------
ProFund VP - Consumer Goods (2002)
    With No Optional Benefits
    BOP Unit Value                     $10.31   10.47    9.71      -     -     -
    EOP Unit Value                     $11.46   10.31   10.47   9.71     -     -    -
    Number of Units                    39,408   6,876   7,578  3,821     -     -    -
    With LT5, HDV and EBP
    BOP Unit Value                      $9.76       -       -      -     -     -
    EOP Unit Value                     $10.71    9.76       -      -     -     -    -
    Number of Units                         -       -       -      -     -     -    -
- -------------------------------------------------------------------------------------
ProFund VP - Oil & Gas (2001)
    With No Optional Benefits
    BOP Unit Value                     $15.07   11.62    9.10      -   9.2     -
    EOP Unit Value                     $17.96   15.07   11.62   9.10     -   9.2    -
    Number of Units                   226,319 278,771 186,654 50,155     -   -0-    -
    With LT5, HDV and EBP
    BOP Unit Value                     $10.96       -       -      -     -     -
    EOP Unit Value                     $12.88   10.96       -      -     -     -    -
    Number of Units                         -       -       -      -     -     -    -
- -------------------------------------------------------------------------------------
ProFund VP - Financial (2001)
    With No Optional Benefits
    BOP Unit Value                     $11.06   10.77    9.88   7.76  9.23     -
    EOP Unit Value                     $12.81   11.06   10.77   9.88  7.76  9.23    -
    Number of Units                   108,064  43,105  70,662 32,283 3,258 8,154    -
    With LT5, HDV and EBP
    BOP Unit Value                     $10.56       -       -      -     -     -
    EOP Unit Value                     $12.07   10.56       -      -     -     -    -
    Number of Units                         -       -       -      -     -     -    -


                                      A-9





- -----------------------------------------------------------------------------------
Sub-account                          2006    2005    2004    2003  2002  2001  2000
                                                          
- -----------------------------------------------------------------------------------
ProFund VP - Healthcare (2001)
    With No Optional Benefits
    BOP Unit Value                    $8.77    8.38    8.29   7.15  9.37     -
    EOP Unit Value                    $9.12    8.77    8.38   8.29  7.15  9.37    -
    Number of Units                 179,877  83,943  91,641 23,591 1,235 2,564    -
    With LT5, HDV and EBP
    BOP Unit Value                   $10.49       -       -      -     -     -
    EOP Unit Value                   $10.76   10.49       -      -     -     -    -
    Number of Units                       -       -       -      -     -     -    -
- -----------------------------------------------------------------------------------
ProFund VP - Industrial (2002)
    With No Optional Benefits
    BOP Unit Value                   $11.40   11.27   10.08      -     -     -
    EOP Unit Value                   $12.57   11.40   11.27  10.08     -     -    -
    Number of Units                  21,635   9,851  22,333 11,186     -     -    -
    With LT5, HDV and EBP
    BOP Unit Value                   $10.10       -       -      -     -     -
    EOP Unit Value                   $10.98   10.10       -      -     -     -    -
    Number of Units                       -       -       -      -     -     -    -
- -----------------------------------------------------------------------------------
ProFund VP - Internet (2002)
    With No Optional Benefits
    BOP Unit Value                   $19.18   18.08   15.10      -     -     -
    EOP Unit Value                   $19.20   19.18   18.08  15.10     -     -    -
    Number of Units                   6,326  46,724  20,851  8,287     -     -    -
    With LT5, HDV and EBP
    BOP Unit Value                   $12.76       -       -      -     -     -
    EOP Unit Value                   $12.59   12.76       -      -     -     -    -
    Number of Units                       -       -       -      -     -     -    -
- -----------------------------------------------------------------------------------
ProFund VP - Pharmaceuticals (2002)
    With No Optional Benefits
    BOP Unit Value                    $7.62    8.02    8.95      -     -     -
    EOP Unit Value                    $8.44    7.62    8.02   8.95     -     -    -
    Number of Units                 116,086  36,753  27,913 24,743     -     -    -
    With LT5, HDV and EBP
    BOP Unit Value                    $9.47       -       -      -     -     -
    EOP Unit Value                   $10.35    9.47       -      -     -     -    -
    Number of Units                       -       -       -      -     -     -    -
- -----------------------------------------------------------------------------------
ProFund VP - Precious Metals (2002)
    With No Optional Benefits
    BOP Unit Value                   $14.84   11.90   13.38   9.73     -     -
    EOP Unit Value                   $15.74   14.84   11.90  13.38  9.73     -    -
    Number of Units                 233,772 200,315 102,230 89,687 1,179     -    -
    With LT5, HDV and EBP
    BOP Unit Value                   $12.04       -       -      -     -     -
    EOP Unit Value                   $12.59   12.04       -      -     -     -    -
    Number of Units                       -       -       -      -     -     -    -
- -----------------------------------------------------------------------------------
ProFund VP - Real Estate (2001)
    With No Optional Benefits
    BOP Unit Value                   $18.54   17.58   14.00  10.65 10.78     -
    EOP Unit Value                   $24.25   18.54   17.58  14.00 10.65 10.78    -
    Number of Units                  61,873  31,980  53,006 18,355 2,230 2,306    -
    With LT5, HDV and EBP
    BOP Unit Value                   $11.21       -       -      -     -     -
    EOP Unit Value                   $14.47   11.21       -      -     -     -    -
    Number of Units                       -       -       -      -     -     -    -
- -----------------------------------------------------------------------------------
ProFund VP - Semiconductor (2002)
    With No Optional Benefits
    BOP Unit Value                    $7.76    7.23    9.58      -     -     -
    EOP Unit Value                    $7.12    7.76    7.23   9.58     -     -    -
    Number of Units                   9,658  68,309  52,485 17,621     -     -    -
    With LT5, HDV and EBP
    BOP Unit Value                   $10.68       -       -      -     -     -
    EOP Unit Value                    $9.67   10.68       -      -     -     -    -
    Number of Units                       -       -       -      -     -     -    -


                                     A-10





- ----------------------------------------------------------------------------------------
Sub-account                             2006    2005    2004    2003   2002   2001  2000
                                                               
- ----------------------------------------------------------------------------------------
ProFund VP - Technology (2001)
    With No Optional Benefits
    BOP Unit Value                       $4.91    4.91    5.00       -  5.92      -
    EOP Unit Value                       $5.24    4.91    4.91    5.00     -   5.92    -
    Number of Units                     74,232 109,698  88,720  74,180     - 12,704    -
    With LT5, HDV and EBP
    BOP Unit Value                      $10.57       -       -       -     -      -
    EOP Unit Value                      $11.13   10.57       -       -     -      -    -
    Number of Units                          -       -       -       -     -      -    -
- ----------------------------------------------------------------------------------------
ProFund VP - Telecommunications (2001)
    With No Optional Benefits
    BOP Unit Value                       $4.64    5.04    4.41       -  7.11      -
    EOP Unit Value                       $6.16    4.64    5.04    4.41     -   7.11    -
    Number of Units                    207,252  45,279 118,731  30,179     -    -0-    -
    With LT5, HDV and EBP
    BOP Unit Value                       $9.77       -       -       -     -      -
    EOP Unit Value                      $12.78    9.77       -       -     -      -    -
    Number of Units                          -       -       -       -     -      -    -
- ----------------------------------------------------------------------------------------
ProFund VP - Utilities (2001)
    With No Optional Benefits
    BOP Unit Value                       $9.77    8.75    7.32    6.11  8.13      -
    EOP Unit Value                      $11.51    9.77    8.75    7.32  6.11   8.13    -
    Number of Units                    237,712 213,813  79,702  18,902   491    -0-    -
    With LT5, HDV and EBP
    BOP Unit Value                      $10.64       -       -       -     -      -
    EOP Unit Value                      $12.35   10.64       -       -     -      -    -
    Number of Units                          -       -       -       -     -      -    -
- ----------------------------------------------------------------------------------------
ProFund VP - Bull (2002)
    With No Optional Benefits
    BOP Unit Value                      $10.80   10.65    9.91       -     -      -
    EOP Unit Value                      $12.12   10.80   10.65    9.91     -      -    -
    Number of Units                    306,353 384,503 412,259 394,427     -      -    -
    With LT5, HDV and EBP
    BOP Unit Value                      $10.15       -       -       -     -      -
    EOP Unit Value                      $11.24   10.15       -       -     -      -    -
    Number of Units                          -       -       -       -     -      -    -
- ----------------------------------------------------------------------------------------
ProFund VP - Bear (2001)
    With No Optional Benefits
    BOP Unit Value                       $8.86    9.09   10.26   13.78 11.55      -
    EOP Unit Value                       $8.09    8.86    9.09   10.26 13.78  11.55    -
    Number of Units                     56,286  35,612  16,155  28,299 2,012    -0-    -
    With LT5, HDV and EBP
    BOP Unit Value                       $9.57       -       -       -     -      -
    EOP Unit Value                       $8.63    9.57       -       -     -      -    -
    Number of Units                          -       -       -       -     -      -    -
- ----------------------------------------------------------------------------------------
ProFund VP - Ultra Bull (2001)
    With No Optional Benefits
    BOP Unit Value                       $8.36    8.25    7.13    4.72  7.48      -
    EOP Unit Value                      $10.16    8.36    8.25    7.13  4.72   7.48    -
    Number of Units                     91,153  82,031 305,666  56,257 2,988    -0-    -
    With LT5, HDV and EBP
    BOP Unit Value                      $10.28       -       -       -     -      -
    EOP Unit Value                      $12.32   10.28       -       -     -      -    -
    Number of Units                          -       -       -       -     -      -    -
- ----------------------------------------------------------------------------------------
ProFund VP - OTC (2001)
    With No Optional Benefits
    BOP Unit Value                       $5.38    5.44    5.07       -  5.77      -
    EOP Unit Value                       $5.60    5.38    5.44    5.07     -   5.77    -
    Number of Units                    266,020 234,956 293,311 257,947     -    -0-    -
    With LT5, HDV and EBP
    BOP Unit Value                      $10.59       -       -       -     -      -
    EOP Unit Value                      $10.88   10.59       -       -     -      -    -
    Number of Units                          -       -       -       -     -      -    -


                                     A-11





- ---------------------------------------------------------------------------------------------
Sub-account                            2006      2005      2004     2003   2002   2001  2000
                                                                   
- ---------------------------------------------------------------------------------------------
ProFund VP - Short OTC (2002)
    With No Optional Benefits
    BOP Unit Value                       $5.97      5.99      6.83   11.03     -      -
    EOP Unit Value                       $5.81      5.97      5.99    6.83 11.03      -     -
    Number of Units                     53,401    77,757    77,280  40,617   934      -     -
    With LT5, HDV and EBP
    BOP Unit Value                       $9.17         -         -       -     -      -
    EOP Unit Value                       $8.81      9.17         -       -     -      -     -
    Number of Units                          -         -         -       -     -      -     -
- ---------------------------------------------------------------------------------------------
ProFund VP - UltraOTC (1999)
    With No Optional Benefits
    BOP Unit Value                       $0.82      0.87      0.77       -  1.25   4.06
    EOP Unit Value                       $0.85      0.82      0.87    0.77     -   1.25  4.06
    Number of Units                  6,941,343 7,044,313 6,405,048 890,270     - 58,556 3,787
    With LT5, HDV and EBP
    BOP Unit Value                      $11.08         -         -       -     -      -
    EOP Unit Value                      $11.32     11.08         -       -     -      -     -
    Number of Units                          -         -         -       -     -      -     -
- ---------------------------------------------------------------------------------------------
ProFund VP - Mid-Cap Value (2002)
    With No Optional Benefits
    BOP Unit Value                      $12.68     11.80     10.30       -     -      -
    EOP Unit Value                      $14.06     12.68     11.80   10.30     -      -     -
    Number of Units                    216,242    86,401    87,968  59,964     -      -     -
    With LT5, HDV and EBP
    BOP Unit Value                      $10.63         -         -       -     -      -
    EOP Unit Value                      $11.63     10.63         -       -     -      -     -
    Number of Units                          -         -         -       -     -      -     -
- ---------------------------------------------------------------------------------------------
ProFund VP - Mid-Cap Growth (2002)
    With No Optional Benefits
    BOP Unit Value                      $11.75     10.70      9.75       -     -      -
    EOP Unit Value                      $12.06     11.75     10.70    9.75     -      -     -
    Number of Units                     55,706   181,173    80,520  24,107     -      -     -
    With LT5, HDV and EBP
    BOP Unit Value                      $10.79         -         -       -     -      -
    EOP Unit Value                      $10.93     10.79         -       -     -      -     -
    Number of Units                          -         -         -       -     -      -     -
- ---------------------------------------------------------------------------------------------
ProFund VP - UltraMid-Cap (2002)
    With No Optional Benefits
    BOP Unit Value                      $14.12     12.13      9.62       -     -      -
    EOP Unit Value                      $15.42     14.12     12.13    9.62     -      -     -
    Number of Units                    133,297   150,869   115,073  34,556     -      -     -
    With LT5, HDV and EBP
    BOP Unit Value                      $11.42         -         -       -     -      -
    EOP Unit Value                      $12.31     11.42         -       -     -      -     -
    Number of Units                          -         -         -       -     -      -     -
- ---------------------------------------------------------------------------------------------
ProFund VP - Small-Cap Value (2002)
    With No Optional Benefits
    BOP Unit Value                      $11.52     11.22      9.46       -     -      -
    EOP Unit Value                      $13.36     11.52     11.22    9.46     -      -     -
    Number of Units                    181,265    53,564   123,988 105,751     -      -     -
    With LT5, HDV and EBP
    BOP Unit Value                      $10.33         -         -       -     -      -
    EOP Unit Value                      $11.82     10.33         -       -     -      -     -
    Number of Units                          -         -         -       -     -      -     -
- ---------------------------------------------------------------------------------------------
ProFund VP - Small-Cap Growth (2002)
    With No Optional Benefits
    BOP Unit Value                      $12.86     12.11     10.23       -     -      -
    EOP Unit Value                      $13.79     12.86     12.11   10.23     -      -     -
    Number of Units                    103,542   341,834   237,000  65,882     -      -     -
    With LT5, HDV and EBP
    BOP Unit Value                      $10.51         -         -       -     -      -
    EOP Unit Value                      $11.13     10.51         -       -     -      -     -
    Number of Units                          -         -         -       -     -      -     -


                                     A-12






- --------------------------------------------------------------------------------------------
Sub-account                                   2006    2005    2004    2003  2002  2001 2000
                                                                  
- --------------------------------------------------------------------------------------------
ProFund VP - UltraSmall-Cap (1999)
    With No Optional Benefits
    BOP Unit Value                            $12.10   12.28    9.49   4.82   8.5 9.32
    EOP Unit Value                            $15.06   12.10   12.28   9.49  4.82  8.5  9.32
    Number of Units                           56,197  52,922 143,175 60,051   953  -0- 3,174
    With LT5, HDV and EBP
    BOP Unit Value                            $10.69       -       -      -     -    -
    EOP Unit Value                            $13.13   10.69       -      -     -    -     -
    Number of Units                                -       -       -      -     -    -     -
- --------------------------------------------------------------------------------------------
ProFund VP - U.S. Government Plus (2002)
    With No Optional Benefits
    BOP Unit Value                            $12.83   11.91   11.15  11.59     -    -
    EOP Unit Value                            $12.09   12.83   11.91  11.15 11.59    -     -
    Number of Units                           50,469 119,421  42,782 20,058 1,005    -     -
    With LT5, HDV and EBP
    BOP Unit Value                            $10.58       -       -      -     -    -
    EOP Unit Value                             $9.84   10.58       -      -     -    -     -
    Number of Units                                -       -       -      -     -    -     -
- --------------------------------------------------------------------------------------------
ProFund VP - Rising Rates Opportunity (2002)
    With No Optional Benefits
    BOP Unit Value                             $6.09    6.70    7.61      -     -    -
    EOP Unit Value                             $6.63    6.09    6.70   7.61     -    -     -
    Number of Units                          268,688 302,975 266,169 78,428     -    -     -
    With LT5, HDV and EBP
    BOP Unit Value                             $9.11       -       -      -     -    -
    EOP Unit Value                             $9.78    9.11       -      -     -    -     -
    Number of Units                                -       -       -      -     -    -     -
- --------------------------------------------------------------------------------------------
ProFund VP Large-Cap Growth
    With No Optional Benefits
    BOP Unit Value                            $10.35       -       -      -     -    -
    EOP Unit Value                            $11.14   10.35       -      -     -    -     -
    Number of Units                           87,853  98,334       -      -     -    -     -
    With LT5, HDV and EBP
    BOP Unit Value                            $10.02       -       -      -     -    -
    EOP Unit Value                            $10.64   10.02       -      -     -    -     -
    Number of Units                                -       -       -      -     -    -     -
- --------------------------------------------------------------------------------------------
ProFund VP Large-Cap Value
    With No Optional Benefits
    BOP Unit Value                            $10.55   10.37       -      -     -    -
    EOP Unit Value                            $12.37   10.55   10.37      -     -    -     -
    Number of Units                          296,094 131,175   3,839      -     -    -     -
    With LT5, HDV and EBP
    BOP Unit Value                            $10.23       -       -      -     -    -
    EOP Unit Value                            $11.83   10.23       -      -     -    -     -
    Number of Units                                -       -       -      -     -    -     -
- --------------------------------------------------------------------------------------------
ProFund VP Short Mid Cap
    With No Optional Benefits
    BOP Unit Value                             $8.67    9.70       -      -     -    -
    EOP Unit Value                             $8.26    8.67    9.70      -     -    -     -
    Number of Units                            4,948     975     571      -     -    -     -
    With LT5, HDV and EBP
    BOP Unit Value                             $8.97       -       -      -     -    -
    EOP Unit Value                             $8.42    8.97       -      -     -    -     -
    Number of Units                                -       -       -      -     -    -     -
- --------------------------------------------------------------------------------------------
ProFund VP Short Small-Cap
    With No Optional Benefits
    BOP Unit Value                             $9.15    9.55       -      -     -    -
    EOP Unit Value                             $7.97    9.15    9.55      -     -    -     -
    Number of Units                            6,984  11,578   7,859      -     -    -     -
    With LT5, HDV and EBP
    BOP Unit Value                             $9.20       -       -      -     -    -
    EOP Unit Value                             $7.90    9.20       -      -     -    -     -
    Number of Units                                -       -       -      -     -    -     -



                                     A-13






- ---------------------------------------------------------------------------------------------
Sub-account                               2006    2005    2004    2003    2002   2001   2000
                                                                  
- ---------------------------------------------------------------------------------------------
ProFund Access VP High Yield
    With No Optional Benefits
    BOP Unit Value                        $10.59       -       -       -      -      -
    EOP Unit Value                        $11.46   10.59       -       -      -      -      -
    Number of Units                       27,550 299,437       -       -      -      -      -
    With LT5, HDV and EBP
    BOP Unit Value                        $10.49       -       -       -      -      -
    EOP Unit Value                        $11.20   10.49       -       -      -      -      -
    Number of Units                            -       -       -       -      -      -      -
- ---------------------------------------------------------------------------------------------
First Trust(R) 10 Uncommon Values (2000)
    With No Optional Benefits
    BOP Unit Value                         $4.35    4.38    3.99    2.95   4.73   7.44
    EOP Unit Value                         $4.47    4.35    4.38    3.99   2.95   4.73   7.44
    Number of Units                       19,492  14,496  33,075  22,064 23,080 31,543 32,451
    With LT5, HDV and EBP
    BOP Unit Value                         $9.77       -       -       -      -      -
    EOP Unit Value                         $9.90    9.77       -       -      -      -      -
    Number of Units                            -       -       -       -      -      -      -
- ---------------------------------------------------------------------------------------------
First Trust Managed VIP
    With No Optional Benefits
    BOP Unit Value                        $15.50   14.64   13.20       -      -      -
    EOP Unit Value                        $17.07   15.50   14.64   13.20      -      -      -
    Number of Units                      751,781 732,182 695,591 476,951      -      -      -
    With LT5, HDV and EBP
    BOP Unit Value                        $10.47       -       -       -      -      -
    EOP Unit Value                        $11.37   10.47       -       -      -      -      -
    Number of Units                            -       -       -       -      -      -      -
- ---------------------------------------------------------------------------------------------
First Trust The Dow Target 10
    With No Optional Benefits
    BOP Unit Value                        $11.81   12.35   12.05       -      -      -
    EOP Unit Value                        $14.64   11.81   12.35   12.05      -      -      -
    Number of Units                       50,230  25,001  24,245  10,069      -      -      -
    With LT5, HDV and EBP
    BOP Unit Value                         $9.56       -       -       -      -      -
    EOP Unit Value                        $11.70    9.56       -       -      -      -      -
    Number of Units                            -       -       -       -      -      -      -
- ---------------------------------------------------------------------------------------------
First Trust Dow Target Dividend
    With No Optional Benefits
    BOP Unit Value                         $9.79       -       -       -      -      -
    EOP Unit Value                        $11.42    9.79       -       -      -      -      -
    Number of Units                      415,893 290,982       -       -      -      -      -
    With LT5, HDV and EBP
    BOP Unit Value                         $9.70       -       -       -      -      -
    EOP Unit Value                        $11.16    9.70       -       -      -      -      -
    Number of Units                            -       -       -       -      -      -      -
- ---------------------------------------------------------------------------------------------
First Trust Global Dividend Target 15
    With No Optional Benefits
    BOP Unit Value                        $17.46   16.05   12.96       -      -      -
    EOP Unit Value                        $23.87   17.46   16.05   12.96      -      -      -
    Number of Units                      152,515  52,338  22,405   8,569      -      -      -
    With LT5, HDV and EBP
    BOP Unit Value                        $10.86       -       -       -      -      -
    EOP Unit Value                        $14.65   10.86       -       -      -      -      -
    Number of Units                            -       -       -       -      -      -      -
- ---------------------------------------------------------------------------------------------
First Trust S&P Target 24
    With No Optional Benefits
    BOP Unit Value                        $13.72   13.34   11.89       -      -      -
    EOP Unit Value                        $13.94   13.72   13.34   11.89      -      -      -
    Number of Units                       45,207  46,537  43,536   5,532      -      -      -
    With LT5, HDV and EBP
    BOP Unit Value                        $10.51       -       -       -      -      -
    EOP Unit Value                        $10.54   10.51       -       -      -      -      -
    Number of Units                            -       -       -       -      -      -      -



                                     A-14






- -------------------------------------------------------------------------------------------
Sub-account                                       2006    2005    2004  2003 2002 2001 2000
                                                                  
- -------------------------------------------------------------------------------------------
First Trust NASDAQ Target 15
    With No Optional Benefits
    BOP Unit Value                                $12.79   12.54      -    -    -    -
    EOP Unit Value                                $13.76   12.79  12.54    -    -    -    -
    Number of Units                               15,488  10,385  7,266    -    -    -    -
    With LT5, HDV and EBP
    BOP Unit Value                                $10.78       -      -    -    -    -
    EOP Unit Value                                $11.44   10.78      -    -    -    -    -
    Number of Units                                    -       -      -    -    -    -    -
- -------------------------------------------------------------------------------------------
First Trust Value Line Target 25
    With No Optional Benefits
    BOP Unit Value                                $19.64   16.61      -    -    -    -
    EOP Unit Value                                $19.95   19.64  16.61    -    -    -    -
    Number of Units                              178,140 130,528 33,213    -    -    -    -
    With LT5, HDV and EBP
    BOP Unit Value                                $11.14       -      -    -    -    -
    EOP Unit Value                                $11.17   11.14      -    -    -    -    -
    Number of Units                                    -       -      -    -    -    -    -
- -------------------------------------------------------------------------------------------
SP International Growth
 formerly, SP William Blair International Growth
    With No Optional Benefits
    BOP Unit Value                                $12.10   10.53      -    -    -    -
    EOP Unit Value                                $14.47   12.10  10.53    -    -    -    -
    Number of Units                              100,114  32,119 18,568    -    -    -    -
    With LT5, HDV and EBP
    BOP Unit Value                                $11.21       -      -    -    -    -
    EOP Unit Value                                $13.22   11.21      -    -    -    -    -
    Number of Units                                    -       -      -    -    -    -    -
- -------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    With No Optional Benefits
    BOP Unit Value                                $10.00       -      -    -    -    -
    EOP Unit Value                                $10.69       -      -    -    -    -    -
    Number of Units                              795,953       -      -    -    -    -    -
    With LT5, HDV and EBP
    BOP Unit Value                                $10.00       -      -    -    -    -
    EOP Unit Value                                $10.58       -      -    -    -    -    -
    Number of Units                                    -       -      -    -    -    -    -
- -------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    With No Optional Benefits
    BOP Unit Value                                $10.00       -      -    -    -    -
    EOP Unit Value                                $10.61       -      -    -    -    -    -
    Number of Units                              563,523       -      -    -    -    -    -
    With LT5, HDV and EBP
    BOP Unit Value                                $10.00       -      -    -    -    -
    EOP Unit Value                                $10.50       -      -    -    -    -    -
    Number of Units                                    -       -      -    -    -    -    -
- -------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Portfolio
    With No Optional Benefits
    BOP Unit Value                                $10.00       -      -    -    -    -
    EOP Unit Value                                $10.52       -      -    -    -    -    -
    Number of Units                              510,953       -      -    -    -    -    -
    With LT5, HDV and EBP
    BOP Unit Value                                $10.00       -      -    -    -    -
    EOP Unit Value                                $10.40       -      -    -    -    -    -
    Number of Units                                    -       -      -    -    -    -    -



                                     A-15



 APEX II - Prospectus




- ------------------------------------------------------------------------------------------------------------
Sub-account                                                2006       2005       2004      2003      2002
                                                                                    
- ------------------------------------------------------------------------------------------------------------
AST JP Morgan International Equity Portfolio
    With No Optional Benefits
    BOP Unit Value                                          $13.84      12.67      11.00      8.56
    EOP Unit Value                                          $16.71      13.84      12.67     11.00      8.56
    Number of Units                                      4,715,269  5,621,836  3,227,381 2,415,394 2,569,506
    With LT5, HDV, and EBP
    BOP Unit Value                                          $10.53       9.91          -         -
    EOP Unit Value                                          $12.55      10.53          -         -         -
    Number of Units                                              -          -          -         -         -
- ------------------------------------------------------------------------------------------------------------
AST International Growth
 formerly, AST William Blair International Growth (1997)
    With No Optional Benefits
    BOP Unit Value                                          $17.54      15.30      13.39      9.72
    EOP Unit Value                                          $20.87      17.54      15.30     13.39      9.72
    Number of Units                                      9,628,446 12,141,522 11,265,469 5,547,558   835,523
    With LT5, HDV, and EBP
    BOP Unit Value                                          $11.16       9.92          -         -
    EOP Unit Value                                          $13.10      11.16          -         -         -
    Number of Units                                              -          -          -         -         -
- ------------------------------------------------------------------------------------------------------------
AST International Value
 formerly, AST LSV International Value
    With No Optional Benefits
    BOP Unit Value                                          $14.36      12.84      10.79      8.19
    EOP Unit Value                                          $18.00      14.36      12.84     10.79      8.19
    Number of Units                                      3,305,620  2,013,544  1,897,469 1,201,268   269,995
    With LT5, HDV, and EBP
    BOP Unit Value                                          $10.59       9.92          -         -
    EOP Unit Value                                          $13.09      10.59          -         -         -
    Number of Units                                              -          -          -         -         -
- ------------------------------------------------------------------------------------------------------------
AST MFS Global Equity (1999)
    With No Optional Benefits
    BOP Unit Value                                          $13.92      13.16      11.30      9.04
    EOP Unit Value                                          $17.02      13.92      13.16     11.30      9.04
    Number of Units                                      2,905,252  1,907,776  2,276,801 1,393,001   969,509
    With LT5, HDV, and EBP
    BOP Unit Value                                          $10.36       9.96          -         -
    EOP Unit Value                                          $12.49      10.36          -         -         -
    Number of Units                                              -          -          -         -         -
- ------------------------------------------------------------------------------------------------------------
AST Small Cap Growth
    With No Optional Benefits
    BOP Unit Value                                           $9.04       9.05       9.89      6.92
    EOP Unit Value                                          $10.01       9.04       9.05      9.89      6.92
    Number of Units                                      1,867,490  2,134,730  2,242,129 3,292,593 1,970,250
    With LT5, HDV, and EBP
    BOP Unit Value                                          $10.31      10.04          -         -
    EOP Unit Value                                          $11.27      10.31          -         -         -
    Number of Units                                              -          -          -         -         -
- ------------------------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth
 formerly, AST DeAM Small-Cap Growth (1999)
    With No Optional Benefits
    BOP Unit Value                                          $11.83      11.98      11.13      7.67
    EOP Unit Value                                          $12.53      11.83      11.98     11.13      7.67
    Number of Units                                      1,174,654  1,385,430  1,618,719 1,682,193   639,695
    With LT5, HDV, and EBP
    BOP Unit Value                                          $10.20      10.01          -         -
    EOP Unit Value                                          $10.66      10.20          -         -         -
    Number of Units                                              -          -          -         -         -



                                     A-16






- -----------------------------------------------------------------------------------------------
Sub-account                                  2006       2005       2004       2003      2002
                                                                       
- -----------------------------------------------------------------------------------------------
AST Federated Aggressive Growth (2000)
    With No Optional Benefits
    BOP Unit Value                            $16.60      15.42      12.74       7.64
    EOP Unit Value                            $18.43      16.60      15.42      12.74      7.64
    Number of Units                        4,641,175  5,464,856  4,808,453  3,085,373 1,255,415
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.84      10.00          -          -
    EOP Unit Value                            $11.87      10.84          -          -         -
    Number of Units                                -          -          -          -         -
- -----------------------------------------------------------------------------------------------
AST Goldman Sachs Small-Cap Value (1997)
    With No Optional Benefits
    BOP Unit Value                            $15.68      15.19      12.85       9.26
    EOP Unit Value                            $18.08      15.68      15.19      12.85      9.26
    Number of Units                        1,000,596  1,243,642  1,541,896  1,504,296 1,492,775
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.44      10.05          -          -
    EOP Unit Value                            $11.87      10.44          -          -         -
    Number of Units                                -          -          -          -         -
- -----------------------------------------------------------------------------------------------
AST Small-Cap Value (1997)
    With No Optional Benefits
    BOP Unit Value                            $14.91      14.22      12.42       9.30
    EOP Unit Value                            $17.61      14.91      14.22      12.42      9.30
    Number of Units                        9,098,178 11,285,282 10,785,030 10,183,346 6,141,523
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.53      10.05          -          -
    EOP Unit Value                            $12.26      10.53          -          -         -
    Number of Units                                -          -          -          -         -
- -----------------------------------------------------------------------------------------------
AST DeAM Small-Cap Value (2002)
    With No Optional Benefits
    BOP Unit Value                            $12.92      12.99      10.81       7.66
    EOP Unit Value                            $15.25      12.92      12.99      10.81      7.66
    Number of Units                        1,874,276  2,106,236  2,143,020  1,134,865   423,387
    With LT5, HDV, and EBP
    BOP Unit Value                             $9.90      10.04          -          -
    EOP Unit Value                            $11.53       9.90          -          -         -
    Number of Units                                -          -          -          -         -
- -----------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth (2000)
    With No Optional Benefits
    BOP Unit Value                            $12.16      11.80      10.31       7.97
    EOP Unit Value                            $12.71      12.16      11.80      10.31      7.97
    Number of Units                        4,189,111  5,391,424  4,375,813  3,027,057 1,273,118
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.46      10.00          -          -
    EOP Unit Value                            $10.78      10.46          -          -         -
    Number of Units                                -          -          -          -         -
- -----------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth (1994)
    With No Optional Benefits
    BOP Unit Value                            $12.12      10.86       9.51       7.41
    EOP Unit Value                            $13.59      12.12      10.86       9.51      7.41
    Number of Units                        5,378,198  5,728,446  4,715,301  3,415,318 2,175,250
    With LT5, HDV, and EBP
    BOP Unit Value                            $11.21      10.05          -          -
    EOP Unit Value                            $12.40      11.21          -          -         -
    Number of Units                                -          -          -          -         -
- -----------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value (1993)
    With No Optional Benefits
    BOP Unit Value                            $15.99      14.51      12.01       8.96
    EOP Unit Value                            $17.42      15.99      14.51      12.01      8.96
    Number of Units                        9,574,218 12,260,007 11,461,684  8,530,129 5,118,558
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.76      10.02          -          -
    EOP Unit Value                            $11.56      10.76          -          -         -
    Number of Units                                -          -          -          -         -



                                     A-17






- ---------------------------------------------------------------------------------------------------
Sub-account                                     2006       2005       2004       2003       2002
                                                                          
- ---------------------------------------------------------------------------------------------------
AST Alger All-Cap Growth (2000)
    With No Optional Benefits
    BOP Unit Value                               $11.10       9.67       9.07       6.80
    EOP Unit Value                                    -     $11.10       9.67       9.07       6.80
    Number of Units                                   -          -  1,798,457  2,002,166    658,419
    With LT5, HDV, and EBP
    BOP Unit Value                               $11.59      10.09          -          -
    EOP Unit Value                                    -     $11.59          -          -          -
    Number of Units                                   -          -          -          -          -
- ---------------------------------------------------------------------------------------------------
AST Mid-Cap Value (2000)
    With No Optional Benefits
    BOP Unit Value                               $12.83      12.38      10.91       8.17
    EOP Unit Value                               $14.42      12.83      12.38      10.91       8.17
    Number of Units                           1,907,063  1,988,252  2,587,064  2,513,413  1,200,225
    With LT5, HDV, and EBP
    BOP Unit Value                               $10.24      10.06          -          -
    EOP Unit Value                               $11.34      10.24          -          -          -
    Number of Units                                   -          -          -          -          -
- ---------------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources (1995)
    With No Optional Benefits
    BOP Unit Value                               $21.00      16.25      12.59       9.59
    EOP Unit Value                               $23.93      21.00      16.25      12.59       9.59
    Number of Units                           2,942,718  3,677,614  2,040,188  2,011,627    724,670
    With LT5, HDV, and EBP
    BOP Unit Value                               $11.61      10.00          -          -
    EOP Unit Value                               $13.05      11.61          -          -          -
    Number of Units                                   -          -          -          -          -
- ---------------------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap Growth
    With No Optional Benefits
    BOP Unit Value                               $10.81       9.44       9.08       7.46
    EOP Unit Value                               $11.23      10.81       9.44       9.08       7.46
    Number of Units                           4,132,529  3,925,740  2,378,881  2,098,873  1,869,353
    With LT5, HDV, and EBP
    BOP Unit Value                               $11.98      10.02          -          -
    EOP Unit Value                               $12.28      11.98          -          -          -
    Number of Units                                   -          -          -          -          -
- ---------------------------------------------------------------------------------------------------
AST MFS Growth (1999)
    With No Optional Benefits
    BOP Unit Value                               $10.43       9.97       9.16       7.58
    EOP Unit Value                               $11.25      10.43       9.97       9.16       7.58
    Number of Units                           4,572,301  5,915,443  4,529,834  4,784,269  2,930,432
    With LT5, HDV, and EBP
    BOP Unit Value                               $10.64      10.04          -          -
    EOP Unit Value                               $11.32      10.64          -          -          -
    Number of Units                                   -          -          -          -          -
- ---------------------------------------------------------------------------------------------------
AST Marsico Capital Growth (1997)
    With No Optional Benefits
    BOP Unit Value                               $12.88      12.26      10.78       8.32
    EOP Unit Value                               $13.59      12.88      12.26      10.78       8.32
    Number of Units                          26,497,526 32,140,125 28,117,310 20,138,164 10,144,317
    With LT5, HDV, and EBP
    BOP Unit Value                               $10.78      10.12          -          -
    EOP Unit Value                               $11.21      10.78          -          -          -
    Number of Units                                   -          -          -          -          -
- ---------------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth (1992)
    With No Optional Benefits
    BOP Unit Value                                $9.80       9.64       9.45       7.67
    EOP Unit Value                               $10.60       9.80       9.64       9.45       7.67
    Number of Units                           2,498,654  2,531,900  2,785,100  2,053,023  1,349,939
    With LT5, HDV, and EBP
    BOP Unit Value                               $10.64      10.03          -          -
    EOP Unit Value                               $11.35      10.64          -          -          -
    Number of Units                                   -          -          -          -          -



                                     A-18






- ----------------------------------------------------------------------------------------------------
Sub-account                                       2006       2005       2004       2003      2002
                                                                            
- ----------------------------------------------------------------------------------------------------
AST DeAM Large-Cap Value (2000)
    With No Optional Benefits
    BOP Unit Value                                 $13.47      12.53      10.78       8.66
    EOP Unit Value                                 $16.13      13.47      12.53      10.78      8.66
    Number of Units                             4,397,725  2,585,881  2,351,197  1,072,256   664,649
    With LT5, HDV, and EBP
    BOP Unit Value                                 $10.59      10.08          -          -
    EOP Unit Value                                 $12.51      10.59          -          -         -
    Number of Units                                     -          -          -          -         -
- ----------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value (2001)
    With No Optional Benefits
    BOP Unit Value                                 $11.86      10.72       9.91       7.99
    EOP Unit Value                                      -     $11.86      10.72       9.91      7.99
    Number of Units                                     -          -  1,620,391  1,387,072   965,912
    With LT5, HDV, and EBP
    BOP Unit Value                                 $11.21      10.05          -          -
    EOP Unit Value                                      -     $11.21          -          -         -
    Number of Units                                     -          -          -          -         -
- ----------------------------------------------------------------------------------------------------
AST AllianceBernstein Core Value (2001)
    With No Optional Benefits
    BOP Unit Value                                 $12.86      12.39      11.06       8.76
    EOP Unit Value                                 $15.34      12.86      12.39      11.06      8.76
    Number of Units                             5,318,094  4,311,857  4,643,022  3,621,862 6,005,922
    With LT5, HDV, and EBP
    BOP Unit Value                                 $10.20      10.08          -          -
    EOP Unit Value                                 $12.00      10.20          -          -         -
    Number of Units                                     -          -          -          -         -
- ----------------------------------------------------------------------------------------------------
AST Cohen & Steers Real Estate (1998)
    With No Optional Benefits
    BOP Unit Value                                 $20.88      18.49      13.63      10.08
    EOP Unit Value                                 $28.08      20.88      18.49      13.63     10.08
    Number of Units                             3,925,105  3,749,124  4,080,179  3,097,315 1,563,489
    With LT5, HDV, and EBP
    BOP Unit Value                                 $11.88      10.15          -          -
    EOP Unit Value                                 $15.76      11.88          -          -         -
    Number of Units                                     -          -          -          -         -
- ----------------------------------------------------------------------------------------------------
AST AllianceBernstein Managed Index 500 (1998)
    With No Optional Benefits
    BOP Unit Value                                 $11.27      11.07      10.23       8.17
    EOP Unit Value                                 $12.48      11.27      11.07      10.23      8.17
    Number of Units                             6,255,253  6,774,078  6,845,369  5,442,511 3,662,406
    With LT5, HDV, and EBP
    BOP Unit Value                                 $10.28      10.05          -          -
    EOP Unit Value                                 $11.23      10.28          -          -         -
    Number of Units                                     -          -          -          -         -
- ----------------------------------------------------------------------------------------------------
AST American Century Income & Growth (1997)
    With No Optional Benefits
    BOP Unit Value                                 $11.90      11.57      10.45       8.25
    EOP Unit Value                                 $13.68      11.90      11.57      10.45      8.25
    Number of Units                             3,984,557  4,205,655  4,670,846  2,115,438 1,751,136
    With LT5, HDV, and EBP
    BOP Unit Value                                 $10.22      10.07          -          -
    EOP Unit Value                                 $11.58      10.22          -          -         -
    Number of Units                                     -          -          -          -         -
- ----------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth & Income (1992)
    With No Optional Benefits
    BOP Unit Value                                 $11.81      11.46      10.50       8.06
    EOP Unit Value                                 $13.62      11.81      11.46      10.50      8.06
    Number of Units                            23,350,650 31,190,346 25,850,506 21,264,670 6,667,373
    With LT5, HDV, and EBP
    BOP Unit Value                                 $10.15      10.05          -          -
    EOP Unit Value                                 $11.55      10.15          -          -         -
    Number of Units                                     -          -          -          -         -



                                     A-19






- -------------------------------------------------------------------------------------------------------------
Sub-account                                                 2006      2005       2004       2003      2002
                                                                                     
- -------------------------------------------------------------------------------------------------------------
AST Large Cap Value
    With No Optional Benefits
    BOP Unit Value                                           $11.69     11.17       9.83       8.34
    EOP Unit Value                                           $13.62     11.69      11.17       9.83      8.34
    Number of Units                                       5,568,043 5,245,455  3,717,848  2,647,064 2,110,071
    With LT5, HDV, and EBP
    BOP Unit Value                                           $10.44     10.08          -          -
    EOP Unit Value                                           $11.99     10.44          -          -         -
    Number of Units                                               -         -          -          -         -
- -------------------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha
 formerly, AST Global Allocation (1993)
    With No Optional Benefits
    BOP Unit Value                                           $11.77     11.19      10.24       8.71
    EOP Unit Value                                           $12.86     11.77      11.19      10.24      8.71
    Number of Units                                       1,120,866 1,055,033  1,061,887    898,161   847,517
    With LT5, HDV, and EBP
    BOP Unit Value - 3/14/2005                               $10.50     10.01          -          -
    EOP Unit Value                                           $11.32     10.50          -          -         -
    Number of Units                                               -         -          -          -         -
- -------------------------------------------------------------------------------------------------------------
AST American Century Strategic Allocation
 formerly, AST American Century Strategic Balanced (1997)
    With No Optional Benefits
    BOP Unit Value                                           $11.79     11.46      10.69       9.14
    EOP Unit Value                                           $12.72     11.79      11.46      10.69      9.14
    Number of Units                                       2,165,859 2,294,531  2,335,598  2,045,205 1,126,058
    With LT5, HDV, and EBP
    BOP Unit Value                                           $10.20     10.04          -          -
    EOP Unit Value                                           $10.85     10.20          -          -         -
    Number of Units                                               -         -          -          -         -
- -------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation (1994)
    With No Optional Benefits
    BOP Unit Value                                           $12.49     12.13      11.09       9.09
    EOP Unit Value                                           $13.82     12.49      12.13      11.09      9.09
    Number of Units                                       4,776,442 4,192,626  3,551,315  2,243,566   921,329
    With LT5, HDV, and EBP
    BOP Unit Value                                           $10.24     10.03          -          -
    EOP Unit Value                                           $11.17     10.24          -          -         -
    Number of Units                                               -         -          -          -         -
- -------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond (1994)
    With No Optional Benefits
    BOP Unit Value                                           $12.64     13.45      12.59      11.34
    EOP Unit Value                                           $13.21     12.64      13.45      12.59     11.34
    Number of Units                                       6,093,700 6,261,824  4,717,822  2,962,471 1,739,313
    With LT5, HDV, and EBP
    BOP Unit Value                                            $9.34      9.95          -          -
    EOP Unit Value                                            $9.63      9.34          -          -         -
    Number of Units                                               -         -          -          -         -
- -------------------------------------------------------------------------------------------------------------
AST High Yield
 formerly, AST High Yield Bond
    With No Optional Benefits
    BOP Unit Value                                           $12.62     12.69      11.61       9.71
    EOP Unit Value                                           $13.70     12.62      12.69      11.61      9.71
    Number of Units                                       9,653,937 9,658,908 13,717,128 12,201,163 5,592,940
    With LT5, HDV, and EBP
    BOP Unit Value                                            $9.75      9.98          -          -
    EOP Unit Value                                           $10.43      9.75          -          -         -
    Number of Units                                               -         -          -          -         -



                                     A-20






- ----------------------------------------------------------------------------------------------------
Sub-account                                      2006       2005       2004       2003       2002
                                                                           
- ----------------------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture (2000)
    With No Optional Benefits
    BOP Unit Value                                $12.20      12.26      11.61       9.94
    EOP Unit Value                                $13.17      12.20      12.26      11.61       9.94
    Number of Units                           10,147,675 12,427,806  8,369,008  7,751,236  4,146,530
    With LT5, HDV, and EBP
    BOP Unit Value                                 $9.84      10.00          -          -
    EOP Unit Value                                $10.48       9.84          -          -          -
    Number of Units                                    -          -          -          -          -
- ----------------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond (1994)
    With No Optional Benefits
    BOP Unit Value                                $11.40      11.31      10.95      10.57
    EOP Unit Value                                $11.63      11.40      11.31      10.95      10.57
    Number of Units                           21,700,661 22,436,395 33,208,757 26,287,388 20,544,075
    With LT5, HDV, and EBP
    BOP Unit Value                                $10.04       9.99          -          -
    EOP Unit Value                                $10.10      10.04          -          -          -
    Number of Units                                    -          -          -          -          -
- ----------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond (1995)
    With No Optional Benefits
    BOP Unit Value                                $10.54      10.55      10.51      10.34
    EOP Unit Value                                $10.76      10.54      10.55      10.51      10.34
    Number of Units                           22,394,558 28,031,653 21,299,789 15,242,856 11,274,642
    With LT5, HDV, and EBP
    BOP Unit Value                                 $9.94      10.00          -          -
    EOP Unit Value                                $10.01       9.94          -          -          -
    Number of Units                                    -          -          -          -          -
- ----------------------------------------------------------------------------------------------------
AST Money Market (1992)
    With No Optional Benefits
    BOP Unit Value                                 $9.88       9.78       9.86       9.96
    EOP Unit Value                                $10.16       9.88       9.78       9.86       9.96
    Number of Units                           46,325,237 42,442,274 29,870,585 32,730,501 36,255,772
    With LT5, HDV, and EBP
    BOP Unit Value                                 $9.99      10.00          -          -
    EOP Unit Value                                $10.13       9.99          -          -          -
    Number of Units                                    -          -          -          -          -
- ----------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    With No Optional Benefits
    BOP Unit Value                                $10.00          -          -          -
    EOP Unit Value                                $11.38      10.00          -          -          -
    Number of Units                            5,212,589    649,829          -          -          -
    With LT5, HDV, and EBP
    BOP Unit Value                                 $9.99      10.00          -          -
    EOP Unit Value                                $11.21       9.99          -          -          -
    Number of Units                                    -          -          -          -          -
- ----------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    With No Optional Benefits
    BOP Unit Value                                $10.01          -          -          -
    EOP Unit Value                                $11.19      10.01          -          -          -
    Number of Units                           23,048,850  2,586,012          -          -          -
    With LT5, HDV, and EBP
    BOP Unit Value                                $10.00      10.00          -          -
    EOP Unit Value                                $11.02      10.00          -          -          -
    Number of Units                                2,672          -          -          -          -
- ----------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
    With No Optional Benefits
    BOP Unit Value                                $10.02          -          -          -
    EOP Unit Value                                $11.01      10.02          -          -          -
    Number of Units                           21,829,919  2,726,484          -          -          -
    With LT5, HDV, and EBP
    BOP Unit Value                                $10.01      10.00          -          -
    EOP Unit Value                                $10.85      10.01          -          -          -
    Number of Units                               18,249          -          -          -          -



                                     A-21






- -------------------------------------------------------------------------------------------------------------------
Sub-account                                                           2006      2005      2004      2003     2002
                                                                                             
- -------------------------------------------------------------------------------------------------------------------
AST Conservative Asset Allocation Portfolio
    With No Optional Benefits
    BOP Unit Value                                                     $10.03         -         -         -
    EOP Unit Value                                                     $10.90     10.03         -         -       -
    Number of Units                                                 7,315,279   685,724         -         -       -
    With LT5, HDV, and EBP
    BOP Unit Value                                                     $10.02     10.00         -         -
    EOP Unit Value                                                     $10.74     10.02         -         -       -
    Number of Units                                                         -         -         -         -       -
- -------------------------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    With No Optional Benefits
    BOP Unit Value                                                     $10.04         -         -         -
    EOP Unit Value                                                     $10.66     10.04         -         -       -
    Number of Units                                                 3,303,256   115,215         -         -       -
    With LT5, HDV, and EBP
    BOP Unit Value                                                     $10.03     10.00         -         -
    EOP Unit Value                                                     $10.50     10.03         -         -       -
    Number of Units                                                         -         -         -         -       -
- -------------------------------------------------------------------------------------------------------------------
Gartmore Variable Investment Trust - GVIT Developing Markets (1996)
    With No Optional Benefits
    BOP Unit Value                                                     $20.72     16.02     13.60      8.66
    EOP Unit Value                                                     $27.43     20.72     16.02     13.60    8.66
    Number of Units                                                 2,835,328 3,395,891 2,103,950 1,763,660 283,466
    With LT5, HDV, and EBP
    BOP Unit Value                                                     $11.93      9.88         -         -
    EOP Unit Value                                                     $15.57     11.93         -         -       -
    Number of Units                                                         -         -         -         -       -
- -------------------------------------------------------------------------------------------------------------------
WFVT Advantage Equity Income (1999)
    With No Optional Benefits
    BOP Unit Value                                                     $11.59     11.18     10.23      8.25
    EOP Unit Value                                                     $13.51     11.59     11.18     10.23    8.25
    Number of Units                                                   582,613   534,649   590,808   314,757 196,720
    With LT5, HDV, and EBP
    BOP Unit Value                                                     $10.08     10.07         -         -
    EOP Unit Value                                                     $11.60     10.08         -         -       -
    Number of Units                                                         -         -         -         -       -
- -------------------------------------------------------------------------------------------------------------------
AIM V.I. - Dynamics (1999)
    With No Optional Benefits
    BOP Unit Value                                                     $11.67     10.72      9.61      7.09
    EOP Unit Value                                                     $13.33     11.67     10.72      9.61    7.09
    Number of Units                                                   605,730   602,064   668,032   889,464 543,762
    With LT5, HDV, and EBP
    BOP Unit Value                                                     $10.80     10.05         -         -
    EOP Unit Value                                                     $12.16     10.80         -         -       -
    Number of Units                                                         -         -         -         -       -
- -------------------------------------------------------------------------------------------------------------------
AIM V.I. - Technology (1999)
    With No Optional Benefits
    BOP Unit Value                                                      $8.13      8.09      7.87      5.50
    EOP Unit Value                                                      $8.84      8.13      8.09      7.87    5.50
    Number of Units                                                   513,442   453,391   512,424   578,651 293,307
    With LT5, HDV, and EBP
    BOP Unit Value                                                     $10.60     10.00         -         -
    EOP Unit Value                                                     $11.36     10.60         -         -       -
    Number of Units                                                         -         -         -         -       -
- -------------------------------------------------------------------------------------------------------------------
AIM V.I. - Health Sciences (1999)
    With No Optional Benefits
    BOP Unit Value                                                     $11.31     10.64     10.05      8.00
    EOP Unit Value                                                     $11.71     11.31     10.64     10.05    8.00
    Number of Units                                                 1,250,782 1,131,375   937,586   698,364 475,873
    With LT5, HDV, and EBP
    BOP Unit Value                                                     $11.04     10.06         -         -
    EOP Unit Value                                                     $11.27     11.04         -         -       -
    Number of Units                                                         -         -         -         -       -



                                     A-22






- ------------------------------------------------------------------------------------------
Sub-account                                  2006      2005      2004      2003     2002
                                                                    
- ------------------------------------------------------------------------------------------
AIM V.I. - Financial Services (1999)
    With No Optional Benefits
    BOP Unit Value                            $12.43     11.94     11.17      8.76
    EOP Unit Value                            $14.24     12.43     11.94     11.17    8.76
    Number of Units                          778,674 1,042,992   585,185   607,265 366,258
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.62     10.06         -         -
    EOP Unit Value                            $12.00     10.62         -         -       -
    Number of Units                                -         -         -         -       -
- ------------------------------------------------------------------------------------------
Evergreen VA - International Equity (2000)
    With No Optional Benefits
    BOP Unit Value                            $15.59     13.66     11.65      8.15
    EOP Unit Value                            $18.88     15.59     13.66     11.65    8.15
    Number of Units                        1,081,552   689,816   414,631   189,143 113,389
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.88      9.90         -         -
    EOP Unit Value                            $13.00     10.88         -         -       -
    Number of Units                                -         -         -         -       -
- ------------------------------------------------------------------------------------------
Evergreen VA - Special Equity (1999)
    With No Optional Benefits
    BOP Unit Value                            $10.31     11.58     11.12      7.44
    EOP Unit Value                                 -     10.31     11.58     11.12    7.44
    Number of Units                                -         -   702,642   815,621 127,728
    With LT5, HDV, and EBP
    BOP Unit Value                             $9.26     10.02         -         -
    EOP Unit Value                                 -      9.26         -         -       -
    Number of Units                                -         -         -         -       -
- ------------------------------------------------------------------------------------------
Evergreen VA - Omega (2000)
    With No Optional Benefits
    BOP Unit Value                            $11.53     11.29     10.71      7.78
    EOP Unit Value                            $12.03     11.53     11.29     10.71    7.78
    Number of Units                          241,307   281,775   570,123   404,789  39,943
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.50     10.02         -         -
    EOP Unit Value                            $10.79     10.50         -         -       -
    Number of Units                                -         -         -         -       -
- ------------------------------------------------------------------------------------------
Evergreen VA Growth Fund
    With No Optional Benefits
    BOP Unit Value                            $11.44         -
    EOP Unit Value                            $12.49     11.44         -
    Number of Units                          553,827   606,614         -
    With LT5, HDV, and EBP
    BOP Unit Value                            $11.33         -         -         -
    EOP Unit Value                            $12.20     11.33         -         -       -
    Number of Units                                -         -         -         -       -
- ------------------------------------------------------------------------------------------
ProFund VP - Europe 30 (1999)
    With No Optional Benefits
    BOP Unit Value                            $12.94     12.17     10.83      7.93
    EOP Unit Value                            $14.95     12.94     12.17     10.83    7.93
    Number of Units                        2,790,577 1,133,421 1,812,435 2,116,400 292,396
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.41      9.99         -         -
    EOP Unit Value                            $11.87     10.41         -         -       -
    Number of Units                                -         -         -         -       -
- ------------------------------------------------------------------------------------------
ProFund VP - Asia 30 (2002)
    With No Optional Benefits
    BOP Unit Value                            $14.45     12.30     12.57      7.75
    EOP Unit Value                            $19.80     14.45     12.30     12.57    7.75
    Number of Units                        3,073,769 1,723,105   896,010   942,605 281,993
    With LT5, HDV, and EBP
    BOP Unit Value                            $11.10      9.99         -         -
    EOP Unit Value                            $14.99     11.10         -         -       -
    Number of Units                                -         -         -         -       -



                                     A-23






- -------------------------------------------------------------------------------------
Sub-account                             2006      2005      2004      2003     2002
                                                               
- -------------------------------------------------------------------------------------
ProFund VP - Japan (2002)
    With No Optional Benefits
    BOP Unit Value                       $13.31      9.55      9.03      7.24
    EOP Unit Value                       $14.51     13.31      9.55      9.03    7.24
    Number of Units                   1,650,266 3,413,955   710,879   426,718  65,845
    With LT5, HDV, and EBP
    BOP Unit Value                       $13.38      9.95         -         -
    EOP Unit Value                       $14.38     13.38         -         -       -
    Number of Units                           -         -         -         -       -
- -------------------------------------------------------------------------------------
ProFund VP - Banks (2002)
    With No Optional Benefits
    BOP Unit Value                       $11.77     11.98     10.90      8.56
    EOP Unit Value                       $13.35     11.77     11.98     10.90    8.56
    Number of Units                     402,883   351,876   229,711    93,067 101,136
    With LT5, HDV, and EBP
    BOP Unit Value                       $10.10     10.08         -         -
    EOP Unit Value                       $11.31     10.10         -         -       -
    Number of Units                           -         -         -         -       -
- -------------------------------------------------------------------------------------
ProFund VP - Basic Materials (2002)
    With No Optional Benefits
    BOP Unit Value                       $11.96     11.87     10.95      8.46
    EOP Unit Value                       $13.58     11.96     11.87     10.95    8.46
    Number of Units                     779,466   681,692   529,237 1,512,864  76,331
    With LT5, HDV, and EBP
    BOP Unit Value                        $9.48      9.98         -         -
    EOP Unit Value                       $10.62      9.48         -         -       -
    Number of Units                           -         -         -         -       -
- -------------------------------------------------------------------------------------
ProFund VP - Biotechnology (2001)
    With No Optional Benefits
    BOP Unit Value                       $12.34     10.52      9.75      7.09
    EOP Unit Value                       $11.64     12.34     10.52      9.75    7.09
    Number of Units                     393,923   697,686   757,678   208,971 130,082
    With LT5, HDV, and EBP
    BOP Unit Value                       $13.48     10.48         -         -
    EOP Unit Value                       $12.55     13.48         -         -       -
    Number of Units                           -         -         -         -       -
- -------------------------------------------------------------------------------------
ProFund VP - Consumer Services (2002)
    With No Optional Benefits
    BOP Unit Value                        $8.97      9.56      9.04      7.25
    EOP Unit Value                        $9.88      8.97      9.56      9.04    7.25
    Number of Units                     192,639    86,431   430,620   136,269 128,022
    With LT5, HDV, and EBP
    BOP Unit Value                        $9.66     10.04         -         -
    EOP Unit Value                       $10.50      9.66         -         -       -
    Number of Units                           -         -         -         -       -
- -------------------------------------------------------------------------------------
ProFund VP - Consumer Goods (2002)
    With No Optional Benefits
    BOP Unit Value                       $10.15     10.36      9.64      8.28
    EOP Unit Value                       $11.25     10.15     10.36      9.64    8.28
    Number of Units                     548,567   161,037   369,007    58,425 148,446
    With LT5, HDV, and EBP
    BOP Unit Value                        $9.73     10.03         -         -
    EOP Unit Value                       $10.63      9.73         -         -       -
    Number of Units                           -         -         -         -       -
- -------------------------------------------------------------------------------------
ProFund VP - Oil & Gas (2001)
    With No Optional Benefits
    BOP Unit Value                       $17.22     13.33     10.48      8.71
    EOP Unit Value                       $20.43     17.22     13.33     10.48    8.71
    Number of Units                   2,251,126 2,573,776 1,856,882 1,225,844 299,833
    With LT5, HDV, and EBP
    BOP Unit Value                       $10.92     10.07         -         -
    EOP Unit Value                       $12.78     10.92         -         -       -
    Number of Units                           -         -         -         -       -



                                     A-24






- -------------------------------------------------------------------------------------
Sub-account                           2006      2005      2004      2003      2002
                                                             
- -------------------------------------------------------------------------------------
ProFund VP - Financial (2001)
    With No Optional Benefits
    BOP Unit Value                     $12.46     12.19     11.23      8.85
    EOP Unit Value                     $14.38     12.46     12.19     11.23      8.85
    Number of Units                   913,872   616,873   553,342   398,159   221,377
    With LT5, HDV, and EBP
    BOP Unit Value                     $10.53     10.08         -         -
    EOP Unit Value                     $11.98     10.53         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Healthcare (2001)
    With No Optional Benefits
    BOP Unit Value                      $9.63      9.23      9.17      7.94
    EOP Unit Value                      $9.96      9.63      9.23      9.17      7.94
    Number of Units                 2,106,409 2,175,821 1,318,525   707,449   388,508
    With LT5, HDV, and EBP
    BOP Unit Value                     $10.46     10.09         -         -
    EOP Unit Value                     $10.68     10.46         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Industrial (2002)
    With No Optional Benefits
    BOP Unit Value                     $11.23     11.15     10.01      7.93
    EOP Unit Value                     $12.33     11.23     11.15     10.01      7.93
    Number of Units                   242,684   211,677   253,411   318,339    12,642
    With LT5, HDV, and EBP
    BOP Unit Value                     $10.06     10.06         -         -
    EOP Unit Value                     $10.90     10.06         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Internet (2002)
    With No Optional Benefits
    BOP Unit Value                     $18.90     17.89     15.00      8.57
    EOP Unit Value                     $18.84     18.90     17.89     15.00      8.57
    Number of Units                   200,072   467,320   992,879   206,876   306,572
    With LT5, HDV, and EBP
    BOP Unit Value                     $12.71      9.94         -         -
    EOP Unit Value                     $12.50     12.71         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Pharmaceuticals (2002)
    With No Optional Benefits
    BOP Unit Value                      $7.51      7.93      8.89      8.56
    EOP Unit Value                      $8.28      7.51      7.93      8.89      8.56
    Number of Units                   716,678   515,768   527,336   266,978   136,559
    With LT5, HDV, and EBP
    BOP Unit Value                      $9.44     10.02         -         -
    EOP Unit Value                     $10.27      9.44         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Precious Metals (2002)
    With No Optional Benefits
    BOP Unit Value                     $14.62     11.77     13.29      9.70
    EOP Unit Value                     $15.44     14.62     11.77     13.29      9.70
    Number of Units                 2,487,596 2,426,530 1,479,384 1,329,806 1,175,651
    With LT5, HDV, and EBP
    BOP Unit Value                     $12.00      9.89         -         -
    EOP Unit Value                     $12.49     12.00         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Real Estate (2001)
    With No Optional Benefits
    BOP Unit Value                     $16.96     16.15     12.91      9.86
    EOP Unit Value                     $22.10     16.96     16.15     12.91      9.86
    Number of Units                   926,728   501,989 1,816,706   462,906   441,318
    With LT5, HDV, and EBP
    BOP Unit Value                     $11.17     10.15         -         -
    EOP Unit Value                     $14.36     11.17         -         -         -
    Number of Units                         -         -         -         -         -



                                     A-25






- ----------------------------------------------------------------------------------------
Sub-account                              2006      2005      2004      2003      2002
                                                                
- ----------------------------------------------------------------------------------------
ProFund VP - Semiconductor (2002)
    With No Optional Benefits
    BOP Unit Value                         $7.64      7.15      9.51      5.14
    EOP Unit Value                         $6.98      7.64      7.15      9.51      5.14
    Number of Units                      339,250   746,085   694,352   423,958    93,241
    With LT5, HDV, and EBP
    BOP Unit Value                        $10.65     10.04         -         -
    EOP Unit Value                         $9.60     10.65         -         -         -
    Number of Units                            -         -         -         -         -
- ----------------------------------------------------------------------------------------
ProFund VP - Technology (2001)
    With No Optional Benefits
    BOP Unit Value                         $8.45      8.48      8.66      6.03
    EOP Unit Value                         $8.98      8.45      8.48      8.66      6.03
    Number of Units                      673,628   577,739   727,580   497,972   254,131
    With LT5, HDV, and EBP
    BOP Unit Value                        $10.54     10.03         -         -
    EOP Unit Value                        $11.05     10.54         -         -         -
    Number of Units                            -         -         -         -         -
- ----------------------------------------------------------------------------------------
ProFund VP - Telecommunications (2001)
    With No Optional Benefits
    BOP Unit Value                         $7.52      8.19      7.21      7.15
    EOP Unit Value                         $9.93      7.52      8.19      7.21      7.15
    Number of Units                    1,277,316   456,586   460,848   398,350   272,408
    With LT5, HDV, and EBP
    BOP Unit Value                         $9.74     10.03         -         -
    EOP Unit Value                        $12.68      9.74         -         -         -
    Number of Units                            -         -         -         -         -
- ----------------------------------------------------------------------------------------
ProFund VP - Utilities (2001)
    With No Optional Benefits
    BOP Unit Value                        $12.37     11.13      9.34      7.83
    EOP Unit Value                        $14.51     12.37     11.13      9.34      7.83
    Number of Units                    2,195,309 1,996,877 1,060,939   618,427   521,419
    With LT5, HDV, and EBP
    BOP Unit Value                        $10.60     10.17         -         -
    EOP Unit Value                        $12.26     10.60         -         -         -
    Number of Units                            -         -         -         -         -
- ----------------------------------------------------------------------------------------
ProFund VP - Bull (2002)
    With No Optional Benefits
    BOP Unit Value                        $10.64     10.53      9.84      7.97
    EOP Unit Value                        $11.90     10.64     10.53      9.84      7.97
    Number of Units                    7,031,661 7,846,866 8,215,357 3,563,562   954,792
    With LT5, HDV, and EBP
    BOP Unit Value                        $10.12     10.05         -         -
    EOP Unit Value                        $11.16     10.12         -         -         -
    Number of Units                            -         -         -         -         -
- ----------------------------------------------------------------------------------------
ProFund VP - Bear (2001)
    With No Optional Benefits
    BOP Unit Value                         $7.23      7.45      8.44     11.38
    EOP Unit Value                         $6.57      7.23      7.45      8.44     11.38
    Number of Units                    1,868,606 2,169,662 1,202,243 1,886,515 1,532,543
    With LT5, HDV, and EBP
    BOP Unit Value                         $9.54      9.94         -         -
    EOP Unit Value                         $8.56      9.54         -         -         -
    Number of Units                            -         -         -         -         -
- ----------------------------------------------------------------------------------------
ProFund VP - Ultra Bull (2001)
    With No Optional Benefits
    BOP Unit Value                        $11.87     11.76     10.20      6.78
    EOP Unit Value                        $14.36     11.87     11.76     10.20      6.78
    Number of Units                    1,596,920 1,158,025 2,817,803 1,431,345   297,435
    With LT5, HDV, and EBP
    BOP Unit Value                        $10.25     10.11         -         -
    EOP Unit Value                        $12.23     10.25         -         -         -
    Number of Units                            -         -         -         -         -



                                     A-26






- -------------------------------------------------------------------------------------
Sub-account                           2006      2005      2004      2003      2002
                                                             
- -------------------------------------------------------------------------------------
ProFund VP - OTC (2001)
    With No Optional Benefits
    BOP Unit Value                      $9.80      9.94      9.32      6.45
    EOP Unit Value                     $10.16      9.80      9.94      9.32      6.45
    Number of Units                 1,764,614 2,467,486 4,885,351 4,445,234 1,346,852
    With LT5, HDV, and EBP
    BOP Unit Value                     $10.55     10.06         -         -
    EOP Unit Value                     $10.79     10.55         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Short OTC (2002)
    With No Optional Benefits
    BOP Unit Value                      $5.88      5.93      6.78     11.00
    EOP Unit Value                      $5.70      5.88      5.93      6.78     11.00
    Number of Units                 1,891,265 2,494,112   908,064 1,535,439   433,181
    With LT5, HDV, and EBP
    BOP Unit Value                      $9.14      9.94         -         -
    EOP Unit Value                      $8.75      9.14         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - UltraOTC (1999)
    With No Optional Benefits
    BOP Unit Value                      $7.47      7.89      7.03      3.53
    EOP Unit Value                      $7.70      7.47      7.89      7.03      3.53
    Number of Units                 2,319,572 4,740,165 6,592,447 3,410,589 1,003,123
    With LT5, HDV, and EBP
    BOP Unit Value                     $11.04     10.15         -         -
    EOP Unit Value                     $11.23     11.04         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Mid-Cap Value (2002)
    With No Optional Benefits
    BOP Unit Value                     $12.49     11.67     10.23      7.66
    EOP Unit Value                     $13.80     12.49     11.67     10.23      7.66
    Number of Units                 1,978,580 2,164,543 2,632,869 1,455,513   438,387
    With LT5, HDV, and EBP
    BOP Unit Value                     $10.60     10.09         -         -
    EOP Unit Value                     $11.55     10.60         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Mid-Cap Growth (2002)
    With No Optional Benefits
    BOP Unit Value                     $11.58     10.58      9.69      7.70
    EOP Unit Value                     $11.84     11.58     10.58      9.69      7.70
    Number of Units                 1,594,539 5,059,311 2,220,901 1,009,867   439,054
    With LT5, HDV, and EBP
    BOP Unit Value                     $10.76     10.06         -         -
    EOP Unit Value                     $10.85     10.76         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - UltraMid-Cap (2002)
    With No Optional Benefits
    BOP Unit Value                     $13.91     11.99      9.55      5.71
    EOP Unit Value                     $15.14     13.91     11.99      9.55      5.71
    Number of Units                 1,588,771 1,935,487 3,106,849 1,112,311   477,953
    With LT5, HDV, and EBP
    BOP Unit Value                     $11.38     10.15         -         -
    EOP Unit Value                     $12.22     11.38         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Small-Cap Value (2002)
    With No Optional Benefits
    BOP Unit Value                     $11.35     11.10      9.39      7.09
    EOP Unit Value                     $13.11     11.35     11.10      9.39      7.09
    Number of Units                 2,446,357 1,398,442 4,088,760 5,144,632   994,778
    With LT5, HDV, and EBP
    BOP Unit Value                     $10.30     10.04         -         -
    EOP Unit Value                     $11.73     10.30         -         -         -
    Number of Units                         -         -         -         -         -



                                     A-27






- ----------------------------------------------------------------------------------------------
Sub-account                                    2006      2005      2004      2003      2002
                                                                      
- ----------------------------------------------------------------------------------------------
ProFund VP - Small-Cap Growth (2002)
    With No Optional Benefits
    BOP Unit Value                              $12.67     11.98     10.16      7.69
    EOP Unit Value                              $13.54     12.67     11.98     10.16      7.69
    Number of Units                          1,643,633 4,579,887 4,677,820 3,868,951   772,260
    With LT5, HDV, and EBP
    BOP Unit Value                              $10.48     10.04         -         -
    EOP Unit Value                              $11.05     10.48         -         -         -
    Number of Units                                  -         -         -         -         -
- ----------------------------------------------------------------------------------------------
ProFund VP - UltraSmall-Cap (1999)
    With No Optional Benefits
    BOP Unit Value                              $15.23     15.52     12.04      6.14
    EOP Unit Value                              $18.87     15.23     15.52     12.04      6.14
    Number of Units                          1,580,595   816,755 5,098,565 1,702,558   212,085
    With LT5, HDV, and EBP
    BOP Unit Value                              $10.66     10.11         -         -
    EOP Unit Value                              $13.03     10.66         -         -         -
    Number of Units                                  -         -         -         -         -
- ----------------------------------------------------------------------------------------------
ProFund VP - U.S. Government Plus (2002)
    With No Optional Benefits
    BOP Unit Value                              $12.64     11.79     11.08     11.56
    EOP Unit Value                              $11.86     12.64     11.79     11.08     11.56
    Number of Units                            821,668 2,312,868 1,051,158   731,470 2,486,854
    With LT5, HDV, and EBP
    BOP Unit Value                              $10.54     10.08         -         -
    EOP Unit Value                               $9.76     10.54         -         -         -
    Number of Units                                  -         -         -         -         -
- ----------------------------------------------------------------------------------------------
ProFund VP - Rising Rates Opportunity (2002)
    With No Optional Benefits
    BOP Unit Value                               $6.00      6.63      7.56      8.02
    EOP Unit Value                               $6.50      6.00      6.63      7.56      8.02
    Number of Units                          4,567,551 3,415,324 5,314,528 1,817,924   165,792
    With LT5, HDV, and EBP
    BOP Unit Value                               $9.08      9.91         -         -
    EOP Unit Value                               $9.71      9.08         -         -         -
    Number of Units                                  -         -         -         -         -
- ----------------------------------------------------------------------------------------------
ProFund VP Large-Cap Growth
    With No Optional Benefits
    BOP Unit Value                              $10.30     10.37         -         -
    EOP Unit Value                              $11.05     10.30     10.37         -         -
    Number of Units                          2,181,106 2,620,751    72,725         -         -
    With LT5, HDV, and EBP
    BOP Unit Value                               $9.98     10.03         -         -
    EOP Unit Value                              $10.56      9.98         -         -         -
    Number of Units                                  -         -         -         -         -
- ----------------------------------------------------------------------------------------------
ProFund VP Large-Cap Value
    With No Optional Benefits
    BOP Unit Value                              $10.51     10.37         -         -
    EOP Unit Value                              $12.26     10.51     10.37         -         -
    Number of Units                          4,023,312 2,141,308   159,605         -         -
    With LT5, HDV, and EBP
    BOP Unit Value                              $10.20     10.07         -         -
    EOP Unit Value                              $11.74     10.20         -         -         -
    Number of Units                                  -         -         -         -         -
- ----------------------------------------------------------------------------------------------
ProFund VP Short Mid Cap
    With No Optional Benefits
    BOP Unit Value                               $8.64      9.70         -         -
    EOP Unit Value                               $8.18      8.64      9.70         -         -
    Number of Units                            254,207   364,782    39,360         -         -
    With LT5, HDV, and EBP
    BOP Unit Value                               $8.94      9.93         -         -
    EOP Unit Value                               $8.36      8.94         -         -         -
    Number of Units                                  -         -         -         -         -



                                     A-28






- ------------------------------------------------------------------------------------
Sub-account                                2006      2005      2004     2003   2002
                                                               
- ------------------------------------------------------------------------------------
ProFund VP Short Small-Cap
    With No Optional Benefits
    BOP Unit Value                           $9.11      9.54         -      -
    EOP Unit Value                           $7.90      9.11      9.54      -      -
    Number of Units                        560,897   220,843   136,809      -      -
    With LT5, HDV, and EBP
    BOP Unit Value                           $9.17      9.95         -      -
    EOP Unit Value                           $7.84      9.17         -      -      -
    Number of Units                              -         -         -      -      -
- ------------------------------------------------------------------------------------
Access VP High Yield
    With No Optional Benefits
    BOP Unit Value                          $10.56         -
    EOP Unit Value                          $11.38     10.56         -
    Number of Units                      1,207,864   899,141
    With LT5, HDV, and EBP
    BOP Unit Value                          $10.47         -         -      -
    EOP Unit Value                          $11.12     10.47         -      -      -
    Number of Units                              -         -         -      -      -
- ------------------------------------------------------------------------------------
First Trust(R) 10 Uncommon Values (2000)
    With No Optional Benefits
    BOP Unit Value                           $9.92     10.03      9.16   6.80
    EOP Unit Value                          $10.15      9.92     10.03   9.16   6.80
    Number of Units                        100,227    87,726    91,924 66,435 19,826
    With LT5, HDV, and EBP
    BOP Unit Value                           $9.74     10.00         -      -
    EOP Unit Value                           $9.83      9.74         -      -      -
    Number of Units                              -         -         -      -      -
- ------------------------------------------------------------------------------------
First Trust Global Dividend Target 15
    With No Optional Benefits
    BOP Unit Value                          $12.84     11.85         -      -
    EOP Unit Value                          $17.48     12.84     11.85      -      -
    Number of Units                      1,507,757   590,605   311,233      -      -
    With LT5, HDV, and EBP
    BOP Unit Value                          $10.83     10.03         -      -
    EOP Unit Value                          $14.54     10.83         -      -      -
    Number of Units                              -         -         -      -      -
- ------------------------------------------------------------------------------------
First Trust Managed VIP
    With No Optional Benefits
    BOP Unit Value                          $11.94     11.32         -      -
    EOP Unit Value                          $13.10     11.94     11.32      -      -
    Number of Units                      2,772,210 2,420,873 1,777,316      -      -
    With LT5, HDV, and EBP
    BOP Unit Value                          $10.43     10.02         -      -
    EOP Unit Value                          $11.29     10.43         -      -      -
    Number of Units                              -         -         -      -      -
- ------------------------------------------------------------------------------------
First Trust NASDAQ Target 15
    With No Optional Benefits
    BOP Unit Value                          $10.83     10.66         -      -
    EOP Unit Value                          $11.60     10.83     10.66      -      -
    Number of Units                        199,508   134,177    82,809      -      -
    With LT5, HDV, and EBP
    BOP Unit Value                          $10.75     10.06         -      -
    EOP Unit Value                          $11.35     10.75         -      -      -
    Number of Units                              -         -         -      -      -
- ------------------------------------------------------------------------------------
First Trust S&P Target 24
    With No Optional Benefits
    BOP Unit Value                          $11.01     10.75         -      -
    EOP Unit Value                          $11.14     11.01     10.75      -      -
    Number of Units                        290,152   304,840   173,851      -      -
    With LT5, HDV, and EBP
    BOP Unit Value                          $10.48     10.10         -      -
    EOP Unit Value                          $10.46     10.48         -      -      -
    Number of Units                              -         -         -      -      -



                                     A-29






- --------------------------------------------------------------------------------------
Sub-account                                        2006      2005     2004   2003 2002
                                                                   
- --------------------------------------------------------------------------------------
First Trust The Dow Target 10
    With No Optional Benefits
    BOP Unit Value                                   $9.98     10.48       -  -
    EOP Unit Value                                  $12.32      9.98   10.48  -    -
    Number of Units                                481,064   194,864 155,695  -    -
    With LT5, HDV, and EBP
    BOP Unit Value                                   $9.53     10.03       -  -
    EOP Unit Value                                  $11.61      9.53       -  -    -
    Number of Units                                      -         -       -  -    -
- --------------------------------------------------------------------------------------
First Trust Dow Target Dividend
    With No Optional Benefits
    BOP Unit Value                                   $9.76         -       -  -
    EOP Unit Value                                  $11.34      9.76       -  -    -
    Number of Units                              2,310,768 1,240,527       -  -    -
    With LT5, HDV, and EBP
    BOP Unit Value                                   $9.67         -       -  -
    EOP Unit Value                                  $11.08      9.67       -  -    -
    Number of Units                                      -         -       -  -    -
- --------------------------------------------------------------------------------------
First Trust Value Line Target 25
    With No Optional Benefits
    BOP Unit Value                                  $14.82     12.59       -  -
    EOP Unit Value                                  $15.00     14.82   12.59  -    -
    Number of Units                              1,119,827 1,068,339 389,792  -    -
    With LT5, HDV, and EBP
    BOP Unit Value                                  $11.11     10.00       -  -
    EOP Unit Value                                  $11.08     11.11       -  -    -
    Number of Units                                      -         -       -  -    -
- --------------------------------------------------------------------------------------
SP International Growth
 formerly, SP William Blair International Growth
    With No Optional Benefits
    BOP Unit Value                                  $12.05     10.53       -  -
    EOP Unit Value                                  $14.35     12.05   10.53  -    -
    Number of Units                                742,865   672,243 269,671  -    -
    With LT5, HDV, and EBP
    BOP Unit Value                                  $11.18      9.93       -  -
    EOP Unit Value                                  $13.12     11.18       -  -    -
    Number of Units                                      -         -       -  -    -
- --------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    With No Optional Benefits
    BOP Unit Value                                  $10.00         -       -  -
    EOP Unit Value                                  $10.66         -       -  -    -
    Number of Units                              5,258,474         -       -  -    -
    With LT5, HDV, and EBP
    BOP Unit Value                                  $10.00         -       -  -
    EOP Unit Value                                  $10.54         -       -  -    -
    Number of Units                                      -         -       -  -    -
- --------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    With No Optional Benefits
    BOP Unit Value                                  $10.00         -       -  -
    EOP Unit Value                                  $10.58         -       -  -    -
    Number of Units                              3,781,525         -       -  -    -
    With LT5, HDV, and EBP
    BOP Unit Value                                  $10.00         -       -  -
    EOP Unit Value                                  $10.47         -       -  -    -
    Number of Units                                      -         -       -  -    -
- --------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Portfolio
    With No Optional Benefits
    BOP Unit Value                                  $10.00         -       -  -
    EOP Unit Value                                  $10.48         -       -  -    -
    Number of Units                              3,795,562         -       -  -    -
    With LT5, HDV, and EBP
    BOP Unit Value                                  $10.00         -       -  -
    EOP Unit Value                                  $10.37         -       -  -    -
    Number of Units                                      -         -       -  -    -



                                     A-30



 ASXT Six - Prospectus




- ------------------------------------------------------------------------------------------------------------
Sub-account                                                2006       2005       2004      2003      2002
                                                                                    
- ------------------------------------------------------------------------------------------------------------
AST JP Morgan International Equity Portfolio
    With No Optional Benefits
    BOP Unit Value                                          $13.84      12.67      11.00      8.56
    EOP Unit Value                                          $16.71      13.84      12.67     11.00      8.56
    Number of Units                                      4,715,269  5,621,836  3,227,381 2,415,394 2,569,506
    With LT5, HDV, and EBP
    BOP Unit Value                                          $10.53          -          -         -
    EOP Unit Value                                          $12.55      10.53          -         -         -
    Number of Units                                              -          -          -         -         -
- ------------------------------------------------------------------------------------------------------------
AST International Growth
 formerly, AST William Blair International Growth (1997)
    With No Optional Benefits
    BOP Unit Value                                          $17.54      15.30      13.39      9.72
    EOP Unit Value                                          $20.87      17.54      15.30     13.39      9.72
    Number of Units                                      9,628,446 12,141,522 11,265,469 5,547,558   835,523
    With LT5, HDV, and EBP
    BOP Unit Value                                          $11.16          -          -         -
    EOP Unit Value                                          $13.10      11.16          -         -         -
    Number of Units                                              -          -          -         -         -
- ------------------------------------------------------------------------------------------------------------
AST International Value
 formerly, AST LSV International Value
    With No Optional Benefits
    BOP Unit Value                                          $14.36      12.84      10.79      8.19
    EOP Unit Value                                          $18.00      14.36      12.84     10.79      8.19
    Number of Units                                      3,305,620  2,013,544  1,897,469 1,201,268   269,995
    With LT5, HDV, and EBP
    BOP Unit Value                                          $10.59          -          -         -
    EOP Unit Value                                          $13.09      10.59          -         -         -
    Number of Units                                              -          -          -         -         -
- ------------------------------------------------------------------------------------------------------------
AST MFS Global Equity (1999)
    With No Optional Benefits
    BOP Unit Value                                          $13.92      13.16      11.30      9.04
    EOP Unit Value                                          $17.02      13.92      13.16     11.30      9.04
    Number of Units                                      2,905,252  1,907,776  2,276,801 1,393,001   969,509
    With LT5, HDV, and EBP
    BOP Unit Value                                          $10.36          -          -         -
    EOP Unit Value                                          $12.49      10.36          -         -         -
    Number of Units                                              -          -          -         -         -
- ------------------------------------------------------------------------------------------------------------
AST Small Cap Growth
    With No Optional Benefits
    BOP Unit Value                                           $9.04       9.05       9.89      6.92
    EOP Unit Value                                          $10.01       9.04       9.05      9.89      6.92
    Number of Units                                      1,867,490  2,134,730  2,242,129 3,292,593 1,970,250
    With LT5, HDV, and EBP
    BOP Unit Value                                          $10.31          -          -         -
    EOP Unit Value                                          $11.27      10.31          -         -         -
    Number of Units                                              -          -          -         -         -
- ------------------------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth
 formerly, AST DeAM Small-Cap Growth (1999)
    With No Optional Benefits
    BOP Unit Value                                          $11.83      11.98      11.13      7.67
    EOP Unit Value                                          $12.53      11.83      11.98     11.13      7.67
    Number of Units                                      1,174,654  1,385,430  1,618,719 1,682,193   639,695
    With LT5, HDV, and EBP
    BOP Unit Value                                          $10.20          -          -         -
    EOP Unit Value                                          $10.66      10.20          -         -         -
    Number of Units                                              -          -          -         -         -



                                     A-31





- -----------------------------------------------------------------------------------------------
Sub-account                                  2006       2005       2004       2003      2002
                                                                       
- -----------------------------------------------------------------------------------------------
AST Federated Aggressive Growth (2000)
    With No Optional Benefits
    BOP Unit Value                            $16.60      15.42      12.74       7.64
    EOP Unit Value                            $18.43      16.60      15.42      12.74      7.64
    Number of Units                        4,641,175  5,464,856  4,808,453  3,085,373 1,255,415
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.84          -          -          -
    EOP Unit Value                            $11.87      10.84          -          -         -
    Number of Units                                -          -          -          -         -
- -----------------------------------------------------------------------------------------------
AST Goldman Sachs Small-Cap Value (1997)
    With No Optional Benefits
    BOP Unit Value                            $15.68      15.19      12.85       9.26
    EOP Unit Value                            $18.08      15.68      15.19      12.85      9.26
    Number of Units                        1,000,596  1,243,642  1,541,896  1,504,296 1,492,775
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.44          -          -          -
    EOP Unit Value                            $11.87      10.44          -          -         -
    Number of Units                                -          -          -          -         -
- -----------------------------------------------------------------------------------------------
AST Small-Cap Value (1997)
    With No Optional Benefits
    BOP Unit Value                            $14.91      14.22      12.42       9.30
    EOP Unit Value                            $17.61      14.91      14.22      12.42      9.30
    Number of Units                        9,098,178 11,285,282 10,785,030 10,183,346 6,141,523
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.53          -          -          -
    EOP Unit Value                            $12.26      10.53          -          -         -
    Number of Units                                -          -          -          -         -
- -----------------------------------------------------------------------------------------------
AST DeAM Small-Cap Value (2002)
    With No Optional Benefits
    BOP Unit Value                            $12.92      12.99      10.81       7.66
    EOP Unit Value                            $15.25      12.92      12.99      10.81      7.66
    Number of Units                        1,874,276  2,106,236  2,143,020  1,134,865   423,387
    With LT5, HDV, and EBP
    BOP Unit Value                             $9.90          -          -          -
    EOP Unit Value                            $11.53       9.90          -          -         -
    Number of Units                                -          -          -          -         -
- -----------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth (2000)
    With No Optional Benefits
    BOP Unit Value                            $12.16      11.80      10.31       7.97
    EOP Unit Value                            $12.71      12.16      11.80      10.31      7.97
    Number of Units                        4,189,111  5,391,424  4,375,813  3,027,057 1,273,118
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.46          -          -          -
    EOP Unit Value                            $10.78      10.46          -          -         -
    Number of Units                                -          -          -          -         -
- -----------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth (1994)
    With No Optional Benefits
    BOP Unit Value                            $12.12      10.86       9.51       7.41
    EOP Unit Value                            $13.59      12.12      10.86       9.51      7.41
    Number of Units                        5,378,198  5,728,446  4,715,301  3,415,318 2,175,250
    With LT5, HDV, and EBP
    BOP Unit Value                            $11.21          -          -          -
    EOP Unit Value                            $12.40      11.21          -          -         -
    Number of Units                                -          -          -          -         -
- -----------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value (1993)
    With No Optional Benefits
    BOP Unit Value                            $15.99      14.51      12.01       8.96
    EOP Unit Value                            $17.42      15.99      14.51      12.01      8.96
    Number of Units                        9,574,218 12,260,007 11,461,684  8,530,129 5,118,558
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.76          -          -          -
    EOP Unit Value                            $11.56      10.76          -          -         -
    Number of Units                                -          -          -          -         -


                                     A-32





- ---------------------------------------------------------------------------------------------------
Sub-account                                     2006       2005       2004       2003       2002
                                                                          
- ---------------------------------------------------------------------------------------------------
AST Alger All-Cap Growth (2000)
    With No Optional Benefits
    BOP Unit Value                               $11.10       9.67       9.07       6.80
    EOP Unit Value                                    -     $11.10       9.67       9.07       6.80
    Number of Units                                   -          -  1,798,457  2,002,166    658,419
    With LT5, HDV, and EBP
    BOP Unit Value                               $11.59          -          -          -
    EOP Unit Value                                    -     $11.59          -          -          -
    Number of Units                                   -          -          -          -          -
- ---------------------------------------------------------------------------------------------------
AST Mid-Cap Value (2000)
    With No Optional Benefits
    BOP Unit Value                               $12.83      12.38      10.91       8.17
    EOP Unit Value                               $14.42      12.83      12.38      10.91       8.17
    Number of Units                           1,907,063  1,988,252  2,587,064  2,513,413  1,200,225
    With LT5, HDV, and EBP
    BOP Unit Value                               $10.24          -          -          -
    EOP Unit Value                               $11.34      10.24          -          -          -
    Number of Units                                   -          -          -          -          -
- ---------------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources (1995)
    With No Optional Benefits
    BOP Unit Value                               $21.00      16.25      12.59       9.59
    EOP Unit Value                               $23.93      21.00      16.25      12.59       9.59
    Number of Units                           2,942,718  3,677,614  2,040,188  2,011,627    724,670
    With LT5, HDV, and EBP
    BOP Unit Value                               $11.61          -          -          -
    EOP Unit Value                               $13.05      11.61          -          -          -
    Number of Units                                   -          -          -          -          -
- ---------------------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap Growth
    With No Optional Benefits
    BOP Unit Value                               $10.81       9.44       9.08       7.46
    EOP Unit Value                               $11.23      10.81       9.44       9.08       7.46
    Number of Units                           4,132,529  3,925,740  2,378,881  2,098,873  1,869,353
    With LT5, HDV, and EBP
    BOP Unit Value                               $11.98          -          -          -
    EOP Unit Value                               $12.28      11.98          -          -          -
    Number of Units                                   -          -          -          -          -
- ---------------------------------------------------------------------------------------------------
AST MFS Growth (1999)
    With No Optional Benefits
    BOP Unit Value                               $10.43       9.97       9.16       7.58
    EOP Unit Value                               $11.25      10.43       9.97       9.16       7.58
    Number of Units                           4,572,301  5,915,443  4,529,834  4,784,269  2,930,432
    With LT5, HDV, and EBP
    BOP Unit Value                               $10.64          -          -          -
    EOP Unit Value                               $11.32      10.64          -          -          -
    Number of Units                                   -          -          -          -          -
- ---------------------------------------------------------------------------------------------------
AST Marsico Capital Growth (1997)
    With No Optional Benefits
    BOP Unit Value                               $12.88      12.26      10.78       8.32
    EOP Unit Value                               $13.59      12.88      12.26      10.78       8.32
    Number of Units                          26,497,526 32,140,125 28,117,310 20,138,164 10,144,317
    With LT5, HDV, and EBP
    BOP Unit Value                               $10.78          -          -          -
    EOP Unit Value                               $11.21      10.78          -          -          -
    Number of Units                                   -          -          -          -          -
- ---------------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth (1992)
    With No Optional Benefits
    BOP Unit Value                                $9.80       9.64       9.45       7.67
    EOP Unit Value                               $10.60       9.80       9.64       9.45       7.67
    Number of Units                           2,498,654  2,531,900  2,785,100  2,053,023  1,349,939
    With LT5, HDV, and EBP
    BOP Unit Value                               $10.64          -          -          -
    EOP Unit Value                               $11.35      10.64          -          -          -
    Number of Units                                   -          -          -          -          -


                                     A-33






- ----------------------------------------------------------------------------------------------------
Sub-account                                       2006       2005       2004       2003      2002
                                                                            
- ----------------------------------------------------------------------------------------------------
AST DeAM Large-Cap Value (2000)
    With No Optional Benefits
    BOP Unit Value                                 $13.47      12.53      10.78       8.66
    EOP Unit Value                                 $16.13      13.47      12.53      10.78      8.66
    Number of Units                             4,397,725  2,585,881  2,351,197  1,072,256   664,649
    With LT5, HDV, and EBP
    BOP Unit Value                                 $10.59          -          -          -
    EOP Unit Value                                 $12.51      10.59          -          -         -
    Number of Units                                     -          -          -          -         -
- ----------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value (2001)
    With No Optional Benefits
    BOP Unit Value                                 $11.86      10.72       9.91       7.99
    EOP Unit Value                                      -     $11.86      10.72       9.91      7.99
    Number of Units                                     -          -  1,620,391  1,387,072   965,912
    With LT5, HDV, and EBP
    BOP Unit Value                                 $11.21          -          -          -
    EOP Unit Value                                      -     $11.21          -          -         -
    Number of Units                                     -          -          -          -         -
- ----------------------------------------------------------------------------------------------------
AST AllianceBernstein Core Value (2001)
    With No Optional Benefits
    BOP Unit Value                                 $12.86      12.39      11.06       8.76
    EOP Unit Value                                 $15.34      12.86      12.39      11.06      8.76
    Number of Units                             5,318,094  4,311,857  4,643,022  3,621,862 6,005,922
    With LT5, HDV, and EBP
    BOP Unit Value                                 $10.20          -          -          -
    EOP Unit Value                                 $12.00      10.20          -          -         -
    Number of Units                                     -          -          -          -         -
- ----------------------------------------------------------------------------------------------------
AST Cohen & Steers Real Estate (1998)
    With No Optional Benefits
    BOP Unit Value                                 $20.88      18.49      13.63      10.08
    EOP Unit Value                                 $28.08      20.88      18.49      13.63     10.08
    Number of Units                             3,925,105  3,749,124  4,080,179  3,097,315 1,563,489
    With LT5, HDV, and EBP
    BOP Unit Value                                 $11.88          -          -          -
    EOP Unit Value                                 $15.76      11.88          -          -         -
    Number of Units                                     -          -          -          -         -
- ----------------------------------------------------------------------------------------------------
AST AllianceBernstein Managed Index 500 (1998)
    With No Optional Benefits
    BOP Unit Value                                 $11.27      11.07      10.23       8.17
    EOP Unit Value                                 $12.48      11.27      11.07      10.23      8.17
    Number of Units                             6,255,253  6,774,078  6,845,369  5,442,511 3,662,406
    With LT5, HDV, and EBP
    BOP Unit Value                                 $10.28          -          -          -
    EOP Unit Value                                 $11.23      10.28          -          -         -
    Number of Units                                     -          -          -          -         -
- ----------------------------------------------------------------------------------------------------
AST American Century Income & Growth (1997)
    With No Optional Benefits
    BOP Unit Value                                 $11.90      11.57      10.45       8.25
    EOP Unit Value                                 $13.68      11.90      11.57      10.45      8.25
    Number of Units                             3,984,557  4,205,655  4,670,846  2,115,438 1,751,136
    With LT5, HDV, and EBP
    BOP Unit Value                                 $10.22          -          -          -
    EOP Unit Value                                 $11.58      10.22          -          -         -
    Number of Units                                     -          -          -          -         -
- ----------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth & Income (1992)
    With No Optional Benefits
    BOP Unit Value                                 $11.81      11.46      10.50       8.06
    EOP Unit Value                                 $13.62      11.81      11.46      10.50      8.06
    Number of Units                            23,350,650 31,190,346 25,850,506 21,264,670 6,667,373
    With LT5, HDV, and EBP
    BOP Unit Value                                 $10.15          -          -          -
    EOP Unit Value                                 $11.55      10.15          -          -         -
    Number of Units                                     -          -          -          -         -



                                     A-34






- -------------------------------------------------------------------------------------------------------------
Sub-account                                                 2006      2005       2004       2003      2002
                                                                                     
- -------------------------------------------------------------------------------------------------------------
AST Large Cap Value
    With No Optional Benefits
    BOP Unit Value                                           $11.69     11.17       9.83       8.34
    EOP Unit Value                                           $13.62     11.69      11.17       9.83      8.34
    Number of Units                                       5,568,043 5,245,455  3,717,848  2,647,064 2,110,071
    With LT5, HDV, and EBP
    BOP Unit Value                                           $10.44         -          -          -
    EOP Unit Value                                           $11.99     10.44          -          -         -
    Number of Units                                               -         -          -          -         -
- -------------------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha
 formerly, AST Global Allocation (1993)
    With No Optional Benefits
    BOP Unit Value                                           $11.77     11.19      10.24       8.71
    EOP Unit Value                                           $12.86     11.77      11.19      10.24      8.71
    Number of Units                                       1,120,866 1,055,033  1,061,887    898,161   847,517
    With LT5, HDV, and EBP
    BOP Unit Value                                           $10.50         -          -          -
    EOP Unit Value                                           $11.32     10.50          -          -         -
    Number of Units                                               -         -          -          -         -
- -------------------------------------------------------------------------------------------------------------
AST American Century Strategic Allocation
 formerly, AST American Century Strategic Balanced (1997)
    With No Optional Benefits
    BOP Unit Value                                           $11.79     11.46      10.69       9.14
    EOP Unit Value                                           $12.72     11.79      11.46      10.69      9.14
    Number of Units                                       2,165,859 2,294,531  2,335,598  2,045,205 1,126,058
    With LT5, HDV, and EBP
    BOP Unit Value                                           $10.20         -          -          -
    EOP Unit Value                                           $10.85     10.20          -          -         -
    Number of Units                                               -         -          -          -         -
- -------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation (1994)
    With No Optional Benefits
    BOP Unit Value                                           $12.49     12.13      11.09       9.09
    EOP Unit Value                                           $13.82     12.49      12.13      11.09      9.09
    Number of Units                                       4,776,442 4,192,626  3,551,315  2,243,566   921,329
    With LT5, HDV, and EBP
    BOP Unit Value                                           $10.24         -          -          -
    EOP Unit Value                                           $11.17     10.24          -          -         -
    Number of Units                                               -         -          -          -         -
- -------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond (1994)
    With No Optional Benefits
    BOP Unit Value                                           $12.64     13.45      12.59      11.34
    EOP Unit Value                                           $13.21     12.64      13.45      12.59     11.34
    Number of Units                                       6,093,700 6,261,824  4,717,822  2,962,471 1,739,313
    With LT5, HDV, and EBP
    BOP Unit Value                                            $9.34         -          -          -
    EOP Unit Value                                            $9.63      9.34          -          -         -
    Number of Units                                               -         -          -          -         -
- -------------------------------------------------------------------------------------------------------------
AST High Yield
 formerly, AST High Yield Bond
    With No Optional Benefits
    BOP Unit Value                                           $12.62     12.69      11.61       9.71
    EOP Unit Value                                           $13.70     12.62      12.69      11.61      9.71
    Number of Units                                       9,653,937 9,658,908 13,717,128 12,201,163 5,592,940
    With LT5, HDV, and EBP
    BOP Unit Value                                            $9.75         -          -          -
    EOP Unit Value                                           $10.43      9.75          -          -         -
    Number of Units                                               -         -          -          -         -



                                     A-35






- ----------------------------------------------------------------------------------------------------
Sub-account                                      2006       2005       2004       2003       2002
                                                                           
- ----------------------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture (2000)
    With No Optional Benefits
    BOP Unit Value                                $12.20      12.26      11.61       9.94
    EOP Unit Value                                $13.17      12.20      12.26      11.61       9.94
    Number of Units                           10,147,675 12,427,806  8,369,008  7,751,236  4,146,530
    With LT5, HDV, and EBP
    BOP Unit Value                                 $9.84          -          -          -
    EOP Unit Value                                $10.48       9.84          -          -          -
    Number of Units                                    -          -          -          -          -
- ----------------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond (1994)
    With No Optional Benefits
    BOP Unit Value                                $11.40      11.31      10.95      10.57
    EOP Unit Value                                $11.63      11.40      11.31      10.95      10.57
    Number of Units                           21,700,661 22,436,395 33,208,757 26,287,388 20,544,075
    With LT5, HDV, and EBP
    BOP Unit Value                                $10.04          -          -          -
    EOP Unit Value                                $10.10      10.04          -          -          -
    Number of Units                                    -          -          -          -          -
- ----------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond (1995)
    With No Optional Benefits
    BOP Unit Value                                $10.54      10.55      10.51      10.34
    EOP Unit Value                                $10.76      10.54      10.55      10.51      10.34
    Number of Units                           22,394,558 28,031,653 21,299,789 15,242,856 11,274,642
    With LT5, HDV, and EBP
    BOP Unit Value                                 $9.94          -          -          -
    EOP Unit Value                                $10.01       9.94          -          -          -
    Number of Units                                    -          -          -          -          -
- ----------------------------------------------------------------------------------------------------
AST Money Market (1992)
    With No Optional Benefits
    BOP Unit Value                                 $9.88       9.78       9.86       9.96
    EOP Unit Value                                $10.16       9.88       9.78       9.86       9.96
    Number of Units                           46,325,237 42,442,274 29,870,585 32,730,501 36,255,772
    With LT5, HDV, and EBP
    BOP Unit Value                                 $9.99          -          -          -
    EOP Unit Value                                $10.13       9.99          -          -          -
    Number of Units                                    -          -          -          -          -
- ----------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    With No Optional Benefits
    BOP Unit Value                                $10.00          -          -          -
    EOP Unit Value                                $11.38      10.00          -          -          -
    Number of Units                            5,212,589    649,829          -          -          -
    With LT5, HDV, and EBP
    BOP Unit Value                                 $9.99          -          -          -
    EOP Unit Value                                $11.21       9.99          -          -          -
    Number of Units                                    -          -          -          -          -
- ----------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    With No Optional Benefits
    BOP Unit Value                                $10.01          -          -          -
    EOP Unit Value                                $11.19      10.01          -          -          -
    Number of Units                           23,048,850  2,586,012          -          -          -
    With LT5, HDV, and EBP
    BOP Unit Value                                $10.00          -          -          -
    EOP Unit Value                                $11.02      10.00          -          -          -
    Number of Units                                2,672          -          -          -          -
- ----------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
    With No Optional Benefits
    BOP Unit Value                                $10.02          -          -          -
    EOP Unit Value                                $11.01      10.02          -          -          -
    Number of Units                           21,829,919  2,726,484          -          -          -
    With LT5, HDV, and EBP
    BOP Unit Value                                $10.01          -          -          -
    EOP Unit Value                                $10.85      10.01          -          -          -
    Number of Units                               18,249          -          -          -          -



                                     A-36






- -------------------------------------------------------------------------------------------------------------------
Sub-account                                                           2006      2005      2004      2003     2002
                                                                                             
- -------------------------------------------------------------------------------------------------------------------
AST Conservative Asset Allocation Portfolio
    With No Optional Benefits
    BOP Unit Value                                                     $10.03         -         -         -
    EOP Unit Value                                                     $10.90     10.03         -         -       -
    Number of Units                                                 7,315,279   685,724         -         -       -
    With LT5, HDV, and EBP
    BOP Unit Value                                                     $10.02         -         -         -
    EOP Unit Value                                                     $10.74     10.02         -         -       -
    Number of Units                                                         -         -         -         -       -
- -------------------------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    With No Optional Benefits
    BOP Unit Value                                                     $10.04         -         -         -
    EOP Unit Value                                                     $10.66     10.04         -         -       -
    Number of Units                                                 3,303,256   115,215         -         -       -
    With LT5, HDV, and EBP
    BOP Unit Value                                                     $10.03         -         -         -
    EOP Unit Value                                                     $10.50     10.03         -         -       -
    Number of Units                                                         -         -         -         -       -
- -------------------------------------------------------------------------------------------------------------------
Gartmore Variable Investment Trust - GVIT Developing Markets (1996)
    With No Optional Benefits
    BOP Unit Value                                                     $20.72     16.02     13.60      8.66
    EOP Unit Value                                                     $27.43     20.72     16.02     13.60    8.66
    Number of Units                                                 2,835,328 3,395,891 2,103,950 1,763,660 283,466
    With LT5, HDV, and EBP
    BOP Unit Value                                                     $11.93         -         -         -
    EOP Unit Value                                                     $15.57     11.93         -         -       -
    Number of Units                                                         -         -         -         -       -
- -------------------------------------------------------------------------------------------------------------------
WFVT Advantage Equity Income (1999)
    With No Optional Benefits
    BOP Unit Value                                                     $11.59     11.18     10.23      8.25
    EOP Unit Value                                                     $13.51     11.59     11.18     10.23    8.25
    Number of Units                                                   582,613   534,649   590,808   314,757 196,720
    With LT5, HDV, and EBP
    BOP Unit Value                                                     $10.08         -         -         -
    EOP Unit Value                                                     $11.60     10.08         -         -       -
    Number of Units                                                         -         -         -         -       -
- -------------------------------------------------------------------------------------------------------------------
AIM V.I. - Dynamics (1999)
    With No Optional Benefits
    BOP Unit Value                                                     $11.67     10.72      9.61      7.09
    EOP Unit Value                                                     $13.33     11.67     10.72      9.61    7.09
    Number of Units                                                   605,730   602,064   668,032   889,464 543,762
    With LT5, HDV, and EBP
    BOP Unit Value                                                     $10.80         -         -         -
    EOP Unit Value                                                     $12.16     10.80         -         -       -
    Number of Units                                                         -         -         -         -       -
- -------------------------------------------------------------------------------------------------------------------
AIM V.I. - Technology (1999)
    With No Optional Benefits
    BOP Unit Value                                                      $8.13      8.09      7.87      5.50
    EOP Unit Value                                                      $8.84      8.13      8.09      7.87    5.50
    Number of Units                                                   513,442   453,391   512,424   578,651 293,307
    With LT5, HDV, and EBP
    BOP Unit Value                                                     $10.60         -         -         -
    EOP Unit Value                                                     $11.36     10.60         -         -       -
    Number of Units                                                         -         -         -         -       -
- -------------------------------------------------------------------------------------------------------------------
AIM V.I. - Health Sciences (1999)
    With No Optional Benefits
    BOP Unit Value                                                     $11.31     10.64     10.05      8.00
    EOP Unit Value                                                     $11.71     11.31     10.64     10.05    8.00
    Number of Units                                                 1,250,782 1,131,375   937,586   698,364 475,873
    With LT5, HDV, and EBP
    BOP Unit Value                                                     $11.04         -         -         -
    EOP Unit Value                                                     $11.27     11.04         -         -       -
    Number of Units                                                         -         -         -         -       -



                                     A-37





- ------------------------------------------------------------------------------------------
Sub-account                                  2006      2005      2004      2003     2002
                                                                    
- ------------------------------------------------------------------------------------------
AIM V.I. - Financial Services (1999)
    With No Optional Benefits
    BOP Unit Value                            $12.43     11.94     11.17      8.76
    EOP Unit Value                            $14.24     12.43     11.94     11.17    8.76
    Number of Units                          778,674 1,042,992   585,185   607,265 366,258
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.62         -         -         -
    EOP Unit Value                            $12.00     10.62         -         -       -
    Number of Units                                -         -         -         -       -
- ------------------------------------------------------------------------------------------
Evergreen VA - International Equity (2000)
    With No Optional Benefits
    BOP Unit Value                            $15.59     13.66     11.65      8.15
    EOP Unit Value                            $18.88     15.59     13.66     11.65    8.15
    Number of Units                        1,081,552   689,816   414,631   189,143 113,389
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.88         -         -         -
    EOP Unit Value                            $13.00     10.88         -         -       -
    Number of Units                                -         -         -         -       -
- ------------------------------------------------------------------------------------------
Evergreen VA - Special Equity (1999)
    With No Optional Benefits
    BOP Unit Value                            $10.31     11.58     11.12      7.44
    EOP Unit Value                                 -    $10.31     11.58     11.12    7.44
    Number of Units                                -         -   702,642   815,621 127,728
    With LT5, HDV, and EBP
    BOP Unit Value                             $9.26         -         -         -
    EOP Unit Value                                 -     $9.26         -         -       -
    Number of Units                                -         -         -         -       -
- ------------------------------------------------------------------------------------------
Evergreen VA - Omega (2000)
    With No Optional Benefits
    BOP Unit Value                            $11.53     11.29     10.71      7.78
    EOP Unit Value                            $12.03     11.53     11.29     10.71    7.78
    Number of Units                          241,307   281,775   570,123   404,789  39,943
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.50         -         -         -
    EOP Unit Value                            $10.79     10.50         -         -       -
    Number of Units                                -         -         -         -       -
- ------------------------------------------------------------------------------------------
Evergreen VA Growth Fund
    With No Optional Benefits
    BOP Unit Value                            $11.44         -         -         -       -
    EOP Unit Value                            $12.49     11.44         -         -       -
    Number of Units                          553,827   606,614         -         -       -
    With LT5, HDV, and EBP
    BOP Unit Value                            $11.33         -         -         -
    EOP Unit Value                            $12.20     11.33         -         -       -
    Number of Units                                -         -         -         -       -
- ------------------------------------------------------------------------------------------
ProFund VP - Europe 30 (1999)
    With No Optional Benefits
    BOP Unit Value                            $12.94     12.17     10.83      7.93
    EOP Unit Value                            $14.95     12.94     12.17     10.83    7.93
    Number of Units                        2,790,577 1,133,421 1,812,435 2,116,400 292,396
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.41         -         -         -
    EOP Unit Value                            $11.87     10.41         -         -       -
    Number of Units                                -         -         -         -       -
- ------------------------------------------------------------------------------------------
ProFund VP - Asia 30 (2002)
    With No Optional Benefits
    BOP Unit Value                            $14.45     12.30     12.57      7.75
    EOP Unit Value                            $19.80     14.45     12.30     12.57    7.75
    Number of Units                        3,073,769 1,723,105   896,010   942,605 281,993
    With LT5, HDV, and EBP
    BOP Unit Value                            $11.10         -         -         -
    EOP Unit Value                            $14.99     11.10         -         -       -
    Number of Units                                -         -         -         -       -


                                     A-38





- -------------------------------------------------------------------------------------
Sub-account                             2006      2005      2004      2003     2002
                                                               
- -------------------------------------------------------------------------------------
ProFund VP - Japan (2002)
    With No Optional Benefits
    BOP Unit Value                       $13.31      9.55      9.03      7.24
    EOP Unit Value                       $14.51     13.31      9.55      9.03    7.24
    Number of Units                   1,650,266 3,413,955   710,879   426,718  65,845
    With LT5, HDV, and EBP
    BOP Unit Value                       $13.38         -         -         -
    EOP Unit Value                       $14.38     13.38         -         -       -
    Number of Units                           -         -         -         -       -
- -------------------------------------------------------------------------------------
ProFund VP - Banks (2002)
    With No Optional Benefits
    BOP Unit Value                       $11.77     11.98     10.90      8.56
    EOP Unit Value                       $13.35     11.77     11.98     10.90    8.56
    Number of Units                     402,883   351,876   229,711    93,067 101,136
    With LT5, HDV, and EBP
    BOP Unit Value                       $10.10         -         -         -
    EOP Unit Value                       $11.31     10.10         -         -       -
    Number of Units                           -         -         -         -       -
- -------------------------------------------------------------------------------------
ProFund VP - Basic Materials (2002)
    With No Optional Benefits
    BOP Unit Value                       $11.96     11.87     10.95      8.46
    EOP Unit Value                       $13.58     11.96     11.87     10.95    8.46
    Number of Units                     779,466   681,692   529,237 1,512,864  76,331
    With LT5, HDV, and EBP
    BOP Unit Value                        $9.48         -         -         -
    EOP Unit Value                       $10.62      9.48         -         -       -
    Number of Units                           -         -         -         -       -
- -------------------------------------------------------------------------------------
ProFund VP - Biotechnology (2001)
    With No Optional Benefits
    BOP Unit Value                       $12.34     10.52      9.75      7.09
    EOP Unit Value                       $11.64     12.34     10.52      9.75    7.09
    Number of Units                     393,923   697,686   757,678   208,971 130,082
    With LT5, HDV, and EBP
    BOP Unit Value                       $13.48         -         -         -
    EOP Unit Value                       $12.55     13.48         -         -       -
    Number of Units                           -         -         -         -       -
- -------------------------------------------------------------------------------------
ProFund VP - Consumer Services (2002)
    With No Optional Benefits
    BOP Unit Value                        $8.97      9.56      9.04      7.25
    EOP Unit Value                        $9.88      8.97      9.56      9.04    7.25
    Number of Units                     192,639    86,431   430,620   136,269 128,022
    With LT5, HDV, and EBP
    BOP Unit Value                        $9.66         -         -         -
    EOP Unit Value                       $10.50      9.66         -         -       -
    Number of Units                           -         -         -         -       -
- -------------------------------------------------------------------------------------
ProFund VP - Consumer Goods (2002)
    With No Optional Benefits
    BOP Unit Value                       $10.15     10.36      9.64      8.28
    EOP Unit Value                       $11.25     10.15     10.36      9.64    8.28
    Number of Units                     548,567   161,037   369,007    58,425 148,446
    With LT5, HDV, and EBP
    BOP Unit Value                        $9.73         -         -         -
    EOP Unit Value                       $10.63      9.73         -         -       -
    Number of Units                           -         -         -         -       -
- -------------------------------------------------------------------------------------
ProFund VP - Oil & Gas (2001)
    With No Optional Benefits
    BOP Unit Value                       $17.22     13.33     10.48      8.71
    EOP Unit Value                       $20.43     17.22     13.33     10.48    8.71
    Number of Units                   2,251,126 2,573,776 1,856,882 1,225,844 299,833
    With LT5, HDV, and EBP
    BOP Unit Value                       $10.92         -         -         -
    EOP Unit Value                       $12.78     10.92         -         -       -
    Number of Units                           -         -         -         -       -


                                     A-39





- -------------------------------------------------------------------------------------
Sub-account                           2006      2005      2004      2003      2002
                                                             
- -------------------------------------------------------------------------------------
ProFund VP - Financial (2001)
    With No Optional Benefits
    BOP Unit Value                     $12.46     12.19     11.23      8.85
    EOP Unit Value                     $14.38     12.46     12.19     11.23      8.85
    Number of Units                   913,872   616,873   553,342   398,159   221,377
    With LT5, HDV, and EBP
    BOP Unit Value                     $10.53         -         -         -
    EOP Unit Value                     $11.98     10.53         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Healthcare (2001)
    With No Optional Benefits
    BOP Unit Value                      $9.63      9.23      9.17      7.94
    EOP Unit Value                      $9.96      9.63      9.23      9.17      7.94
    Number of Units                 2,106,409 2,175,821 1,318,525   707,449   388,508
    With LT5, HDV, and EBP
    BOP Unit Value                     $10.46         -         -         -
    EOP Unit Value                     $10.68     10.46         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Industrial (2002)
    With No Optional Benefits
    BOP Unit Value                     $11.23     11.15     10.01      7.93
    EOP Unit Value                     $12.33     11.23     11.15     10.01      7.93
    Number of Units                   242,684   211,677   253,411   318,339    12,642
    With LT5, HDV, and EBP
    BOP Unit Value                     $10.06         -         -         -
    EOP Unit Value                     $10.90     10.06         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Internet (2002)
    With No Optional Benefits
    BOP Unit Value                     $18.90     17.89     15.00      8.57
    EOP Unit Value                     $18.84     18.90     17.89     15.00      8.57
    Number of Units                   200,072   467,320   992,879   206,876   306,572
    With LT5, HDV, and EBP
    BOP Unit Value                     $12.71         -         -         -
    EOP Unit Value                     $12.50     12.71         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Pharmaceuticals (2002)
    With No Optional Benefits
    BOP Unit Value                      $7.51      7.93      8.89      8.56
    EOP Unit Value                      $8.28      7.51      7.93      8.89      8.56
    Number of Units                   716,678   515,768   527,336   266,978   136,559
    With LT5, HDV, and EBP
    BOP Unit Value                      $9.44         -         -         -
    EOP Unit Value                     $10.27      9.44         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Precious Metals (2002)
    With No Optional Benefits
    BOP Unit Value                     $14.62     11.77     13.29      9.70
    EOP Unit Value                     $15.44     14.62     11.77     13.29      9.70
    Number of Units                 2,487,596 2,426,530 1,479,384 1,329,806 1,175,651
    With LT5, HDV, and EBP
    BOP Unit Value                     $12.00         -         -         -
    EOP Unit Value                     $12.49     12.00         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Real Estate (2001)
    With No Optional Benefits
    BOP Unit Value                     $16.96     16.15     12.91      9.86
    EOP Unit Value                     $22.10     16.96     16.15     12.91      9.86
    Number of Units                   926,728   501,989 1,816,706   462,906   441,318
    With LT5, HDV, and EBP
    BOP Unit Value                     $11.17         -         -         -
    EOP Unit Value                     $14.36     11.17         -         -         -
    Number of Units                         -         -         -         -         -


                                     A-40





- ----------------------------------------------------------------------------------------
Sub-account                              2006      2005      2004      2003      2002
                                                                
- ----------------------------------------------------------------------------------------
ProFund VP - Semiconductor (2002)
    With No Optional Benefits
    BOP Unit Value                         $7.64      7.15      9.51      5.14
    EOP Unit Value                         $6.98      7.64      7.15      9.51      5.14
    Number of Units                      339,250   746,085   694,352   423,958    93,241
    With LT5, HDV, and EBP
    BOP Unit Value                        $10.65         -         -         -
    EOP Unit Value                         $9.60     10.65         -         -         -
    Number of Units                            -         -         -         -         -
- ----------------------------------------------------------------------------------------
ProFund VP - Technology (2001)
    With No Optional Benefits
    BOP Unit Value                         $8.45      8.48      8.66      6.03
    EOP Unit Value                         $8.98      8.45      8.48      8.66      6.03
    Number of Units                      673,628   577,739   727,580   497,972   254,131
    With LT5, HDV, and EBP
    BOP Unit Value                        $10.54         -         -         -
    EOP Unit Value                        $11.05     10.54         -         -         -
    Number of Units                            -         -         -         -         -
- ----------------------------------------------------------------------------------------
ProFund VP - Telecommunications (2001)
    With No Optional Benefits
    BOP Unit Value                         $7.52      8.19      7.21      7.15
    EOP Unit Value                         $9.93      7.52      8.19      7.21      7.15
    Number of Units                    1,277,316   456,586   460,848   398,350   272,408
    With LT5, HDV, and EBP
    BOP Unit Value                         $9.74         -         -         -
    EOP Unit Value                        $12.68      9.74         -         -         -
    Number of Units                            -         -         -         -         -
- ----------------------------------------------------------------------------------------
ProFund VP - Utilities (2001)
    With No Optional Benefits
    BOP Unit Value                        $12.37     11.13      9.34      7.83
    EOP Unit Value                        $14.51     12.37     11.13      9.34      7.83
    Number of Units                    2,195,309 1,996,877 1,060,939   618,427   521,419
    With LT5, HDV, and EBP
    BOP Unit Value                        $10.60         -         -         -
    EOP Unit Value                        $12.26     10.60         -         -         -
    Number of Units                            -         -         -         -         -
- ----------------------------------------------------------------------------------------
ProFund VP - Bull (2002)
    With No Optional Benefits
    BOP Unit Value                        $10.64     10.53      9.84      7.97
    EOP Unit Value                        $11.90     10.64     10.53      9.84      7.97
    Number of Units                    7,031,661 7,846,866 8,215,357 3,563,562   954,792
    With LT5, HDV, and EBP
    BOP Unit Value                        $10.12         -         -         -
    EOP Unit Value                        $11.16     10.12         -         -         -
    Number of Units                            -         -         -         -         -
- ----------------------------------------------------------------------------------------
ProFund VP - Bear (2001)
    With No Optional Benefits
    BOP Unit Value                         $7.23      7.45      8.44     11.38
    EOP Unit Value                         $6.57      7.23      7.45      8.44     11.38
    Number of Units                    1,868,606 2,169,662 1,202,243 1,886,515 1,532,543
    With LT5, HDV, and EBP
    BOP Unit Value                         $9.54         -         -         -
    EOP Unit Value                         $8.56      9.54         -         -         -
    Number of Units                            -         -         -         -         -
- ----------------------------------------------------------------------------------------
ProFund VP - Ultra Bull (2001)
    With No Optional Benefits
    BOP Unit Value                        $11.87     11.76     10.20      6.78
    EOP Unit Value                        $14.36     11.87     11.76     10.20      6.78
    Number of Units                    1,596,920 1,158,025 2,817,803 1,431,345   297,435
    With LT5, HDV, and EBP
    BOP Unit Value                        $10.25         -         -         -
    EOP Unit Value                        $12.23     10.25         -         -         -
    Number of Units                            -         -         -         -         -


                                     A-41





- -------------------------------------------------------------------------------------
Sub-account                           2006      2005      2004      2003      2002
                                                             
- -------------------------------------------------------------------------------------
ProFund VP - OTC (2001)
    With No Optional Benefits
    BOP Unit Value                      $9.80      9.94      9.32      6.45
    EOP Unit Value                     $10.16      9.80      9.94      9.32      6.45
    Number of Units                 1,764,614 2,467,486 4,885,351 4,445,234 1,346,852
    With LT5, HDV, and EBP
    BOP Unit Value                     $10.55         -         -         -
    EOP Unit Value                     $10.79     10.55         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Short OTC (2002)
    With No Optional Benefits
    BOP Unit Value                      $5.88      5.93      6.78     11.00
    EOP Unit Value                      $5.70      5.88      5.93      6.78     11.00
    Number of Units                 1,891,265 2,494,112   908,064 1,535,439   433,181
    With LT5, HDV, and EBP
    BOP Unit Value                      $9.14         -         -         -
    EOP Unit Value                      $8.75      9.14         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - UltraOTC (1999)
    With No Optional Benefits
    BOP Unit Value                      $7.47      7.89      7.03      3.53
    EOP Unit Value                      $7.70      7.47      7.89      7.03      3.53
    Number of Units                 2,319,572 4,740,165 6,592,447 3,410,589 1,003,123
    With LT5, HDV, and EBP
    BOP Unit Value                     $11.04         -         -         -
    EOP Unit Value                     $11.23     11.04         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Mid-Cap Value (2002)
    With No Optional Benefits
    BOP Unit Value                     $12.49     11.67     10.23      7.66
    EOP Unit Value                     $13.80     12.49     11.67     10.23      7.66
    Number of Units                 1,978,580 2,164,543 2,632,869 1,455,513   438,387
    With LT5, HDV, and EBP
    BOP Unit Value                     $10.60         -         -         -
    EOP Unit Value                     $11.55     10.60         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Mid-Cap Growth (2002)
    With No Optional Benefits
    BOP Unit Value                     $11.58     10.58      9.69      7.70
    EOP Unit Value                     $11.84     11.58     10.58      9.69      7.70
    Number of Units                 1,594,539 5,059,311 2,220,901 1,009,867   439,054
    With LT5, HDV, and EBP
    BOP Unit Value                     $10.76         -         -         -
    EOP Unit Value                     $10.85     10.76         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - UltraMid-Cap (2002)
    With No Optional Benefits
    BOP Unit Value                     $13.91     11.99      9.55      5.71
    EOP Unit Value                     $15.14     13.91     11.99      9.55      5.71
    Number of Units                 1,588,771 1,935,487 3,106,849 1,112,311   477,953
    With LT5, HDV, and EBP
    BOP Unit Value                     $11.38         -         -         -
    EOP Unit Value                     $12.22     11.38         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Small-Cap Value (2002)
    With No Optional Benefits
    BOP Unit Value                     $11.35     11.10      9.39      7.09
    EOP Unit Value                     $13.11     11.35     11.10      9.39      7.09
    Number of Units                 2,446,357 1,398,442 4,088,760 5,144,632   994,778
    With LT5, HDV, and EBP
    BOP Unit Value                     $10.30         -         -         -
    EOP Unit Value                     $11.73     10.30         -         -         -
    Number of Units                         -         -         -         -         -


                                     A-42






- ----------------------------------------------------------------------------------------------
Sub-account                                    2006      2005      2004      2003      2002
                                                                      
- ----------------------------------------------------------------------------------------------
ProFund VP - Small-Cap Growth (2002)
    With No Optional Benefits
    BOP Unit Value                              $12.67     11.98     10.16      7.69
    EOP Unit Value                              $13.54     12.67     11.98     10.16      7.69
    Number of Units                          1,643,633 4,579,887 4,677,820 3,868,951   772,260
    With LT5, HDV, and EBP
    BOP Unit Value                              $10.48         -         -         -
    EOP Unit Value                              $11.05     10.48         -         -         -
    Number of Units                                  -         -         -         -         -
- ----------------------------------------------------------------------------------------------
ProFund VP - UltraSmall-Cap (1999)
    With No Optional Benefits
    BOP Unit Value                              $15.23     15.52     12.04      6.14
    EOP Unit Value                              $18.87     15.23     15.52     12.04      6.14
    Number of Units                          1,580,595   816,755 5,098,565 1,702,558   212,085
    With LT5, HDV, and EBP
    BOP Unit Value                              $10.66         -         -         -
    EOP Unit Value                              $13.03     10.66         -         -         -
    Number of Units                                  -         -         -         -         -
- ----------------------------------------------------------------------------------------------
ProFund VP - U.S. Government Plus (2002)
    With No Optional Benefits
    BOP Unit Value                              $12.64     11.79     11.08     11.56
    EOP Unit Value                              $11.86     12.64     11.79     11.08     11.56
    Number of Units                            821,668 2,312,868 1,051,158   731,470 2,486,854
    With LT5, HDV, and EBP
    BOP Unit Value                              $10.54         -         -         -
    EOP Unit Value                               $9.76     10.54         -         -         -
    Number of Units                                  -         -         -         -         -
- ----------------------------------------------------------------------------------------------
ProFund VP - Rising Rates Opportunity (2002)
    With No Optional Benefits
    BOP Unit Value                               $6.00      6.63      7.56      8.02
    EOP Unit Value                               $6.50      6.00      6.63      7.56      8.02
    Number of Units                          4,567,551 3,415,324 5,314,528 1,817,924   165,792
    With LT5, HDV, and EBP
    BOP Unit Value                               $9.08         -         -         -
    EOP Unit Value                               $9.71      9.08         -         -         -
    Number of Units                                  -         -         -         -         -
- ----------------------------------------------------------------------------------------------
ProFund VP Large-Cap Growth
    With No Optional Benefits
    BOP Unit Value                              $10.30     10.37         -         -
    EOP Unit Value                              $11.05     10.30     10.37         -         -
    Number of Units                          2,181,106 2,620,751    72,725         -         -
    With LT5, HDV, and EBP
    BOP Unit Value                               $9.98         -         -         -
    EOP Unit Value                              $10.56      9.98         -         -         -
    Number of Units                                  -         -         -         -         -
- ----------------------------------------------------------------------------------------------
ProFund VP Large-Cap Value
    With No Optional Benefits
    BOP Unit Value                              $10.51     10.37         -         -
    EOP Unit Value                              $12.26     10.51     10.37         -         -
    Number of Units                          4,023,312 2,141,308   159,605         -         -
    With LT5, HDV, and EBP
    BOP Unit Value                              $10.20         -         -         -
    EOP Unit Value                              $11.74     10.20         -         -         -
    Number of Units                                  -         -         -         -         -
- ----------------------------------------------------------------------------------------------
ProFund VP Short Mid Cap
    With No Optional Benefits
    BOP Unit Value                               $8.64      9.70         -         -
    EOP Unit Value                               $8.18      8.64      9.70         -         -
    Number of Units                            254,207   364,782    39,360         -         -
    With LT5, HDV, and EBP
    BOP Unit Value                               $8.94         -         -         -
    EOP Unit Value                               $8.36      8.94         -         -         -
    Number of Units                                  -         -         -         -         -



                                     A-43






- ------------------------------------------------------------------------------------
Sub-account                                2006      2005      2004     2003   2002
                                                               
- ------------------------------------------------------------------------------------
ProFund VP Short Small-Cap
    With No Optional Benefits
    BOP Unit Value                           $9.11      9.54         -      -
    EOP Unit Value                           $7.90      9.11      9.54      -      -
    Number of Units                        560,897   220,843   136,809      -      -
    With LT5, HDV, and EBP
    BOP Unit Value                           $9.17         -         -      -
    EOP Unit Value                           $7.84      9.17         -      -      -
    Number of Units                              -         -         -      -      -
- ------------------------------------------------------------------------------------
Access VP High Yield
    With No Optional Benefits
    BOP Unit Value                          $10.56         -         -      -      -
    EOP Unit Value                          $11.38     10.56         -      -      -
    Number of Units                      1,207,864   899,141         -      -      -
    With LT5, HDV, and EBP
    BOP Unit Value                          $10.47         -         -      -
    EOP Unit Value                          $11.12     10.47         -      -      -
    Number of Units                              -         -         -      -      -
- ------------------------------------------------------------------------------------
First Trust(R) 10 Uncommon Values (2000)
    With No Optional Benefits
    BOP Unit Value                           $9.92     10.03      9.16   6.80
    EOP Unit Value                          $10.15      9.92     10.03   9.16   6.80
    Number of Units                        100,227    87,726    91,924 66,435 19,826
    With LT5, HDV, and EBP
    BOP Unit Value                           $9.74         -         -      -
    EOP Unit Value                           $9.83      9.74         -      -      -
    Number of Units                              -         -         -      -      -
- ------------------------------------------------------------------------------------
First Trust Global Dividend Target 15
    With No Optional Benefits
    BOP Unit Value                          $12.84     11.85         -      -
    EOP Unit Value                          $17.48     12.84     11.85      -      -
    Number of Units                      1,507,757   590,605   311,233      -      -
    With LT5, HDV, and EBP
    BOP Unit Value                          $10.83         -         -      -
    EOP Unit Value                          $14.54     10.83         -      -      -
    Number of Units                              -         -         -      -      -
- ------------------------------------------------------------------------------------
First Trust Managed VIP
    With No Optional Benefits
    BOP Unit Value                          $11.94     11.32         -      -
    EOP Unit Value                          $13.10     11.94     11.32      -      -
    Number of Units                      2,772,210 2,420,873 1,777,316      -      -
    With LT5, HDV, and EBP
    BOP Unit Value                          $10.43         -         -      -
    EOP Unit Value                          $11.29     10.43         -      -      -
    Number of Units                              -         -         -      -      -
- ------------------------------------------------------------------------------------
First Trust NASDAQ Target 15
    With No Optional Benefits
    BOP Unit Value                          $10.83     10.66         -      -
    EOP Unit Value                          $11.60     10.83     10.66      -      -
    Number of Units                        199,508   134,177    82,809      -      -
    With LT5, HDV, and EBP
    BOP Unit Value                          $10.75         -         -      -
    EOP Unit Value                          $11.35     10.75         -      -      -
    Number of Units                              -         -         -      -      -
- ------------------------------------------------------------------------------------
First Trust S&P Target 24
    With No Optional Benefits
    BOP Unit Value                          $11.01     10.75         -      -
    EOP Unit Value                          $11.14     11.01     10.75      -      -
    Number of Units                        290,152   304,840   173,851      -      -
    With LT5, HDV, and EBP
    BOP Unit Value                          $10.48         -         -      -
    EOP Unit Value                          $10.46     10.48         -      -      -
    Number of Units                              -         -         -      -      -



                                     A-44






- --------------------------------------------------------------------------------------
Sub-account                                        2006      2005     2004   2003 2002
                                                                   
- --------------------------------------------------------------------------------------
First Trust The Dow Target 10
    With No Optional Benefits
    BOP Unit Value                                   $9.98     10.48       -    -
    EOP Unit Value                                  $12.32      9.98   10.48    -    -
    Number of Units                                481,064   194,864 155,695    -    -
    With LT5, HDV, and EBP
    BOP Unit Value                                   $9.53         -       -    -
    EOP Unit Value                                  $11.61      9.53       -    -    -
    Number of Units                                      -         -       -    -    -
- --------------------------------------------------------------------------------------
First Trust Dow Target Dividend
    With No Optional Benefits
    BOP Unit Value                                   $9.76         -       -    -
    EOP Unit Value                                  $11.34      9.76       -    -    -
    Number of Units                              2,310,768 1,240,527       -    -    -
    With LT5, HDV, and EBP
    BOP Unit Value                                   $9.67         -       -    -
    EOP Unit Value                                  $11.08      9.67       -    -    -
    Number of Units                                      -         -       -    -    -
- --------------------------------------------------------------------------------------
First Trust Value Line Target 25
    With No Optional Benefits
    BOP Unit Value                                  $14.82     12.59       -    -
    EOP Unit Value                                  $15.00     14.82   12.59    -    -
    Number of Units                              1,119,827 1,068,339 389,792    -    -
    With LT5, HDV, and EBP
    BOP Unit Value                                  $11.11         -       -    -
    EOP Unit Value                                  $11.08     11.11       -    -    -
    Number of Units                                      -         -       -    -    -
- --------------------------------------------------------------------------------------
SP International Growth
 formerly, SP William Blair International Growth
    With No Optional Benefits
    BOP Unit Value                                  $12.05     10.53       -    -
    EOP Unit Value                                  $14.35     12.05   10.53    -    -
    Number of Units                                742,865   672,243 269,671    -    -
    With LT5, HDV, and EBP
    BOP Unit Value                                  $11.18         -       -    -
    EOP Unit Value                                  $13.12     11.18       -    -    -
    Number of Units                                      -         -       -    -    -
- --------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    With No Optional Benefits
    BOP Unit Value                                  $10.00         -       -    -
    EOP Unit Value                                  $10.66         -       -    -    -
    Number of Units                              5,258,474         -       -    -    -
    With LT5, HDV, and EBP
    BOP Unit Value                                  $10.00         -       -    -
    EOP Unit Value                                  $10.54         -       -    -    -
    Number of Units                                      -         -       -    -    -
- --------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    With No Optional Benefits
    BOP Unit Value                                  $10.00         -       -    -
    EOP Unit Value                                  $10.58         -       -    -    -
    Number of Units                              3,781,525         -       -    -    -
    With LT5, HDV, and EBP
    BOP Unit Value                                  $10.00         -       -    -
    EOP Unit Value                                  $10.47         -       -    -    -
    Number of Units                                      -         -       -    -    -
- --------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Portfolio
    With No Optional Benefits
    BOP Unit Value                                  $10.00         -       -    -
    EOP Unit Value                                  $10.48         -       -    -    -
    Number of Units                              3,795,562         -       -    -    -
    With LT5, HDV, and EBP
    BOP Unit Value                                  $10.00         -       -    -
    EOP Unit Value                                  $10.37         -       -    -    -
    Number of Units                                      -         -       -    -    -



                                     A-45



 ASL II - Prospectus




- ------------------------------------------------------------------------------------------------------------
Sub-account                                                2006       2005       2004      2003      2002
                                                                                    
- ------------------------------------------------------------------------------------------------------------
AST JP Morgan International Equity Portfolio
    With No Optional Benefits
    BOP Unit Value                                          $13.84      12.67      11.00      8.56
    EOP Unit Value                                          $16.71      13.84      12.67     11.00      8.56
    Number of Units                                      4,715,269  5,621,836  3,227,381 2,415,394 2,569,506
    With LT5, HDV, and EBP
    BOP Unit Value                                          $10.53          -          -         -
    EOP Unit Value                                          $12.55      10.53          -         -         -
    Number of Units                                              -          -          -         -         -
- ------------------------------------------------------------------------------------------------------------
AST International Growth
 formerly, AST William Blair International Growth (1997)
    With No Optional Benefits
    BOP Unit Value                                          $17.54      15.30      13.39      9.72
    EOP Unit Value                                          $20.87      17.54      15.30     13.39      9.72
    Number of Units                                      9,628,446 12,141,522 11,265,469 5,547,558   835,523
    With LT5, HDV, and EBP
    BOP Unit Value                                          $11.16          -          -         -
    EOP Unit Value                                          $13.10      11.16          -         -         -
    Number of Units                                              -          -          -         -         -
- ------------------------------------------------------------------------------------------------------------
AST International Value
 formerly, AST LSV International Value
    With No Optional Benefits
    BOP Unit Value                                          $14.36      12.84      10.79      8.19
    EOP Unit Value                                          $18.00      14.36      12.84     10.79      8.19
    Number of Units                                      3,305,620  2,013,544  1,897,469 1,201,268   269,995
    With LT5, HDV, and EBP
    BOP Unit Value                                          $10.59          -          -         -
    EOP Unit Value                                          $13.09      10.59          -         -         -
    Number of Units                                              -          -          -         -         -
- ------------------------------------------------------------------------------------------------------------
AST MFS Global Equity (1999)
    With No Optional Benefits
    BOP Unit Value                                          $13.92      13.16      11.30      9.04
    EOP Unit Value                                          $17.02      13.92      13.16     11.30      9.04
    Number of Units                                      2,905,252  1,907,776  2,276,801 1,393,001   969,509
    With LT5, HDV, and EBP
    BOP Unit Value                                          $10.36          -          -         -
    EOP Unit Value                                          $12.49      10.36          -         -         -
    Number of Units                                              -          -          -         -         -
- ------------------------------------------------------------------------------------------------------------
AST Small Cap Growth
    With No Optional Benefits
    BOP Unit Value                                           $9.04       9.05       9.89      6.92
    EOP Unit Value                                          $10.01       9.04       9.05      9.89      6.92
    Number of Units                                      1,867,490  2,134,730  2,242,129 3,292,593 1,970,250
    With LT5, HDV, and EBP
    BOP Unit Value                                          $10.31          -          -         -
    EOP Unit Value                                          $11.27      10.31          -         -         -
    Number of Units                                              -          -          -         -         -
- ------------------------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth
 formerly, AST DeAM Small-Cap Growth (1999)
    With No Optional Benefits
    BOP Unit Value                                          $11.83      11.98      11.13      7.67
    EOP Unit Value                                          $12.53      11.83      11.98     11.13      7.67
    Number of Units                                      1,174,654  1,385,430  1,618,719 1,682,193   639,695
    With LT5, HDV, and EBP
    BOP Unit Value                                          $10.20          -          -         -
    EOP Unit Value                                          $10.66      10.20          -         -         -
    Number of Units                                              -          -          -         -         -



                                     A-46





- -----------------------------------------------------------------------------------------------
Sub-account                                  2006       2005       2004       2003      2002
                                                                       
- -----------------------------------------------------------------------------------------------
AST Federated Aggressive Growth (2000)
    With No Optional Benefits
    BOP Unit Value                            $16.60      15.42      12.74       7.64
    EOP Unit Value                            $18.43      16.60      15.42      12.74      7.64
    Number of Units                        4,641,175  5,464,856  4,808,453  3,085,373 1,255,415
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.84          -          -          -
    EOP Unit Value                            $11.87      10.84          -          -         -
    Number of Units                                -          -          -          -         -
- -----------------------------------------------------------------------------------------------
AST Goldman Sachs Small-Cap Value (1997)
    With No Optional Benefits
    BOP Unit Value                            $15.68      15.19      12.85       9.26
    EOP Unit Value                            $18.08      15.68      15.19      12.85      9.26
    Number of Units                        1,000,596  1,243,642  1,541,896  1,504,296 1,492,775
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.44          -          -          -
    EOP Unit Value                            $11.87      10.44          -          -         -
    Number of Units                                -          -          -          -         -
- -----------------------------------------------------------------------------------------------
AST Small-Cap Value (1997)
    With No Optional Benefits
    BOP Unit Value                            $14.91      14.22      12.42       9.30
    EOP Unit Value                            $17.61      14.91      14.22      12.42      9.30
    Number of Units                        9,098,178 11,285,282 10,785,030 10,183,346 6,141,523
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.53          -          -          -
    EOP Unit Value                            $12.26      10.53          -          -         -
    Number of Units                                -          -          -          -         -
- -----------------------------------------------------------------------------------------------
AST DeAM Small-Cap Value (2002)
    With No Optional Benefits
    BOP Unit Value                            $12.92      12.99      10.81       7.66
    EOP Unit Value                            $15.25      12.92      12.99      10.81      7.66
    Number of Units                        1,874,276  2,106,236  2,143,020  1,134,865   423,387
    With LT5, HDV, and EBP
    BOP Unit Value                             $9.90          -          -          -
    EOP Unit Value                            $11.53       9.90          -          -         -
    Number of Units                                -          -          -          -         -
- -----------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth (2000)
    With No Optional Benefits
    BOP Unit Value                            $12.16      11.80      10.31       7.97
    EOP Unit Value                            $12.71      12.16      11.80      10.31      7.97
    Number of Units                        4,189,111  5,391,424  4,375,813  3,027,057 1,273,118
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.46          -          -          -
    EOP Unit Value                            $10.78      10.46          -          -         -
    Number of Units                                -          -          -          -         -
- -----------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth (1994)
    With No Optional Benefits
    BOP Unit Value                            $12.12      10.86       9.51       7.41
    EOP Unit Value                            $13.59      12.12      10.86       9.51      7.41
    Number of Units                        5,378,198  5,728,446  4,715,301  3,415,318 2,175,250
    With LT5, HDV, and EBP
    BOP Unit Value                            $11.21          -          -          -
    EOP Unit Value                            $12.40      11.21          -          -         -
    Number of Units                                -          -          -          -         -
- -----------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value (1993)
    With No Optional Benefits
    BOP Unit Value                            $15.99      14.51      12.01       8.96
    EOP Unit Value                            $17.42      15.99      14.51      12.01      8.96
    Number of Units                        9,574,218 12,260,007 11,461,684  8,530,129 5,118,558
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.76          -          -          -
    EOP Unit Value                            $11.56      10.76          -          -         -
    Number of Units                                -          -          -          -         -


                                     A-47





- ---------------------------------------------------------------------------------------------------
Sub-account                                     2006       2005       2004       2003       2002
                                                                          
- ---------------------------------------------------------------------------------------------------
AST Alger All-Cap Growth (2000)
    With No Optional Benefits
    BOP Unit Value                               $11.10       9.67       9.07       6.80
    EOP Unit Value                                    -     $11.10       9.67       9.07       6.80
    Number of Units                                   -          -  1,798,457  2,002,166    658,419
    With LT5, HDV, and EBP
    BOP Unit Value                               $11.59          -          -          -
    EOP Unit Value                                    -     $11.59          -          -          -
    Number of Units                                   -          -          -          -          -
- ---------------------------------------------------------------------------------------------------
AST Mid-Cap Value (2000)
    With No Optional Benefits
    BOP Unit Value                               $12.83      12.38      10.91       8.17
    EOP Unit Value                               $14.42      12.83      12.38      10.91       8.17
    Number of Units                           1,907,063  1,988,252  2,587,064  2,513,413  1,200,225
    With LT5, HDV, and EBP
    BOP Unit Value                               $10.24          -          -          -
    EOP Unit Value                               $11.34      10.24          -          -          -
    Number of Units                                   -          -          -          -          -
- ---------------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources (1995)
    With No Optional Benefits
    BOP Unit Value                               $21.00      16.25      12.59       9.59
    EOP Unit Value                               $23.93      21.00      16.25      12.59       9.59
    Number of Units                           2,942,718  3,677,614  2,040,188  2,011,627    724,670
    With LT5, HDV, and EBP
    BOP Unit Value                               $11.61          -          -          -
    EOP Unit Value                               $13.05      11.61          -          -          -
    Number of Units                                   -          -          -          -          -
- ---------------------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap Growth
    With No Optional Benefits
    BOP Unit Value                               $10.81       9.44       9.08       7.46
    EOP Unit Value                               $11.23      10.81       9.44       9.08       7.46
    Number of Units                           4,132,529  3,925,740  2,378,881  2,098,873  1,869,353
    With LT5, HDV, and EBP
    BOP Unit Value                               $11.98          -          -          -
    EOP Unit Value                               $12.28      11.98          -          -          -
    Number of Units                                   -          -          -          -          -
- ---------------------------------------------------------------------------------------------------
AST MFS Growth (1999)
    With No Optional Benefits
    BOP Unit Value                               $10.43       9.97       9.16       7.58
    EOP Unit Value                               $11.25      10.43       9.97       9.16       7.58
    Number of Units                           4,572,301  5,915,443  4,529,834  4,784,269  2,930,432
    With LT5, HDV, and EBP
    BOP Unit Value                               $10.64          -          -          -
    EOP Unit Value                               $11.32      10.64          -          -          -
    Number of Units                                   -          -          -          -          -
- ---------------------------------------------------------------------------------------------------
AST Marsico Capital Growth (1997)
    With No Optional Benefits
    BOP Unit Value                               $12.88      12.26      10.78       8.32
    EOP Unit Value                               $13.59      12.88      12.26      10.78       8.32
    Number of Units                          26,497,526 32,140,125 28,117,310 20,138,164 10,144,317
    With LT5, HDV, and EBP
    BOP Unit Value                               $10.78          -          -          -
    EOP Unit Value                               $11.21      10.78          -          -          -
    Number of Units                                   -          -          -          -          -
- ---------------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth (1992)
    With No Optional Benefits
    BOP Unit Value                                $9.80       9.64       9.45       7.67
    EOP Unit Value                               $10.60       9.80       9.64       9.45       7.67
    Number of Units                           2,498,654  2,531,900  2,785,100  2,053,023  1,349,939
    With LT5, HDV, and EBP
    BOP Unit Value                               $10.64          -          -          -
    EOP Unit Value                               $11.35      10.64          -          -          -
    Number of Units                                   -          -          -          -          -


                                     A-48






- ----------------------------------------------------------------------------------------------------
Sub-account                                       2006       2005       2004       2003      2002
                                                                            
- ----------------------------------------------------------------------------------------------------
AST DeAM Large-Cap Value (2000)
    With No Optional Benefits
    BOP Unit Value                                 $13.47      12.53      10.78       8.66
    EOP Unit Value                                 $16.13      13.47      12.53      10.78      8.66
    Number of Units                             4,397,725  2,585,881  2,351,197  1,072,256   664,649
    With LT5, HDV, and EBP
    BOP Unit Value                                 $10.59          -          -          -
    EOP Unit Value                                 $12.51      10.59          -          -         -
    Number of Units                                     -          -          -          -         -
- ----------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value (2001)
    With No Optional Benefits
    BOP Unit Value                                 $11.86      10.72       9.91       7.99
    EOP Unit Value                                      -     $11.86      10.72       9.91      7.99
    Number of Units                                     -          -  1,620,391  1,387,072   965,912
    With LT5, HDV, and EBP
    BOP Unit Value                                 $11.21          -          -          -
    EOP Unit Value                                      -     $11.21          -          -         -
    Number of Units                                     -          -          -          -         -
- ----------------------------------------------------------------------------------------------------
AST AllianceBernstein Core Value (2001)
    With No Optional Benefits
    BOP Unit Value                                 $12.86      12.39      11.06       8.76
    EOP Unit Value                                 $15.34      12.86      12.39      11.06      8.76
    Number of Units                             5,318,094  4,311,857  4,643,022  3,621,862 6,005,922
    With LT5, HDV, and EBP
    BOP Unit Value                                 $10.20          -          -          -
    EOP Unit Value                                 $12.00      10.20          -          -         -
    Number of Units                                     -          -          -          -         -
- ----------------------------------------------------------------------------------------------------
AST Cohen & Steers Real Estate (1998)
    With No Optional Benefits
    BOP Unit Value                                 $20.88      18.49      13.63      10.08
    EOP Unit Value                                 $28.08      20.88      18.49      13.63     10.08
    Number of Units                             3,925,105  3,749,124  4,080,179  3,097,315 1,563,489
    With LT5, HDV, and EBP
    BOP Unit Value                                 $11.88          -          -          -
    EOP Unit Value                                 $15.76      11.88          -          -         -
    Number of Units                                     -          -          -          -         -
- ----------------------------------------------------------------------------------------------------
AST AllianceBernstein Managed Index 500 (1998)
    With No Optional Benefits
    BOP Unit Value                                 $11.27      11.07      10.23       8.17
    EOP Unit Value                                 $12.48      11.27      11.07      10.23      8.17
    Number of Units                             6,255,253  6,774,078  6,845,369  5,442,511 3,662,406
    With LT5, HDV, and EBP
    BOP Unit Value                                 $10.28          -          -          -
    EOP Unit Value                                 $11.23      10.28          -          -         -
    Number of Units                                     -          -          -          -         -
- ----------------------------------------------------------------------------------------------------
AST American Century Income & Growth (1997)
    With No Optional Benefits
    BOP Unit Value                                 $11.90      11.57      10.45       8.25
    EOP Unit Value                                 $13.68      11.90      11.57      10.45      8.25
    Number of Units                             3,984,557  4,205,655  4,670,846  2,115,438 1,751,136
    With LT5, HDV, and EBP
    BOP Unit Value                                 $10.22          -          -          -
    EOP Unit Value                                 $11.58      10.22          -          -         -
    Number of Units                                     -          -          -          -         -
- ----------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth & Income (1992)
    With No Optional Benefits
    BOP Unit Value                                 $11.81      11.46      10.50       8.06
    EOP Unit Value                                 $13.62      11.81      11.46      10.50      8.06
    Number of Units                            23,350,650 31,190,346 25,850,506 21,264,670 6,667,373
    With LT5, HDV, and EBP
    BOP Unit Value                                 $10.15          -          -          -
    EOP Unit Value                                 $11.55      10.15          -          -         -
    Number of Units                                     -          -          -          -         -



                                     A-49






- -------------------------------------------------------------------------------------------------------------
Sub-account                                                 2006      2005       2004       2003      2002
                                                                                     
- -------------------------------------------------------------------------------------------------------------
AST Large Cap Value
    With No Optional Benefits
    BOP Unit Value                                           $11.69     11.17       9.83       8.34
    EOP Unit Value                                           $13.62     11.69      11.17       9.83      8.34
    Number of Units                                       5,568,043 5,245,455  3,717,848  2,647,064 2,110,071
    With LT5, HDV, and EBP
    BOP Unit Value                                           $10.44         -          -          -
    EOP Unit Value                                           $11.99     10.44          -          -         -
    Number of Units                                               -         -          -          -         -
- -------------------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha
 formerly, AST Global Allocation (1993)
    With No Optional Benefits
    BOP Unit Value                                           $11.77     11.19      10.24       8.71
    EOP Unit Value                                           $12.86     11.77      11.19      10.24      8.71
    Number of Units                                       1,120,866 1,055,033  1,061,887    898,161   847,517
    With LT5, HDV, and EBP
    BOP Unit Value                                           $10.50         -          -          -
    EOP Unit Value                                           $11.32     10.50          -          -         -
    Number of Units                                               -         -          -          -         -
- -------------------------------------------------------------------------------------------------------------
AST American Century Strategic Allocation
 formerly, AST American Century Strategic Balanced (1997)
    With No Optional Benefits
    BOP Unit Value                                           $11.79     11.46      10.69       9.14
    EOP Unit Value                                           $12.72     11.79      11.46      10.69      9.14
    Number of Units                                       2,165,859 2,294,531  2,335,598  2,045,205 1,126,058
    With LT5, HDV, and EBP
    BOP Unit Value                                           $10.20         -          -          -
    EOP Unit Value                                           $10.85     10.20          -          -         -
    Number of Units                                               -         -          -          -         -
- -------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation (1994)
    With No Optional Benefits
    BOP Unit Value                                           $12.49     12.13      11.09       9.09
    EOP Unit Value                                           $13.82     12.49      12.13      11.09      9.09
    Number of Units                                       4,776,442 4,192,626  3,551,315  2,243,566   921,329
    With LT5, HDV, and EBP
    BOP Unit Value                                           $10.24         -          -          -
    EOP Unit Value                                           $11.17     10.24          -          -         -
    Number of Units                                               -         -          -          -         -
- -------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond (1994)
    With No Optional Benefits
    BOP Unit Value                                           $12.64     13.45      12.59      11.34
    EOP Unit Value                                           $13.21     12.64      13.45      12.59     11.34
    Number of Units                                       6,093,700 6,261,824  4,717,822  2,962,471 1,739,313
    With LT5, HDV, and EBP
    BOP Unit Value                                            $9.34         -          -          -
    EOP Unit Value                                            $9.63      9.34          -          -         -
    Number of Units                                               -         -          -          -         -
- -------------------------------------------------------------------------------------------------------------
AST High Yield
 formerly, AST High Yield Bond
    With No Optional Benefits
    BOP Unit Value                                           $12.62     12.69      11.61       9.71
    EOP Unit Value                                           $13.70     12.62      12.69      11.61      9.71
    Number of Units                                       9,653,937 9,658,908 13,717,128 12,201,163 5,592,940
    With LT5, HDV, and EBP
    BOP Unit Value                                            $9.75         -          -          -
    EOP Unit Value                                           $10.43      9.75          -          -         -
    Number of Units                                               -         -          -          -         -



                                     A-50






- ----------------------------------------------------------------------------------------------------
Sub-account                                      2006       2005       2004       2003       2002
                                                                           
- ----------------------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture (2000)
    With No Optional Benefits
    BOP Unit Value                                $12.20      12.26      11.61       9.94
    EOP Unit Value                                $13.17      12.20      12.26      11.61       9.94
    Number of Units                           10,147,675 12,427,806  8,369,008  7,751,236  4,146,530
    With LT5, HDV, and EBP
    BOP Unit Value                                 $9.84          -          -          -
    EOP Unit Value                                $10.48       9.84          -          -          -
    Number of Units                                    -          -          -          -          -
- ----------------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond (1994)
    With No Optional Benefits
    BOP Unit Value                                $11.40      11.31      10.95      10.57
    EOP Unit Value                                $11.63      11.40      11.31      10.95      10.57
    Number of Units                           21,700,661 22,436,395 33,208,757 26,287,388 20,544,075
    With LT5, HDV, and EBP
    BOP Unit Value                                $10.04          -          -          -
    EOP Unit Value                                $10.10      10.04          -          -          -
    Number of Units                                    -          -          -          -          -
- ----------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond (1995)
    With No Optional Benefits
    BOP Unit Value                                $10.54      10.55      10.51      10.34
    EOP Unit Value                                $10.76      10.54      10.55      10.51      10.34
    Number of Units                           22,394,558 28,031,653 21,299,789 15,242,856 11,274,642
    With LT5, HDV, and EBP
    BOP Unit Value                                 $9.94          -          -          -
    EOP Unit Value                                $10.01       9.94          -          -          -
    Number of Units                                    -          -          -          -          -
- ----------------------------------------------------------------------------------------------------
AST Money Market (1992)
    With No Optional Benefits
    BOP Unit Value                                 $9.88       9.78       9.86       9.96
    EOP Unit Value                                $10.16       9.88       9.78       9.86       9.96
    Number of Units                           46,325,237 42,442,274 29,870,585 32,730,501 36,255,772
    With LT5, HDV, and EBP
    BOP Unit Value                                 $9.99          -          -          -
    EOP Unit Value                                $10.13       9.99          -          -          -
    Number of Units                                    -          -          -          -          -
- ----------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    With No Optional Benefits
    BOP Unit Value                                $10.00          -          -          -
    EOP Unit Value                                $11.38      10.00          -          -          -
    Number of Units                            5,212,589    649,829          -          -          -
    With LT5, HDV, and EBP
    BOP Unit Value                                 $9.99          -          -          -
    EOP Unit Value                                $11.21       9.99          -          -          -
    Number of Units                                    -          -          -          -          -
- ----------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    With No Optional Benefits
    BOP Unit Value                                $10.01          -          -          -
    EOP Unit Value                                $11.19      10.01          -          -          -
    Number of Units                           23,048,850  2,586,012          -          -          -
    With LT5, HDV, and EBP
    BOP Unit Value                                $10.00          -          -          -
    EOP Unit Value                                $11.02      10.00          -          -          -
    Number of Units                                2,672          -          -          -          -
- ----------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
    With No Optional Benefits
    BOP Unit Value                                $10.02          -          -          -
    EOP Unit Value                                $11.01      10.02          -          -          -
    Number of Units                           21,829,919  2,726,484          -          -          -
    With LT5, HDV, and EBP
    BOP Unit Value                                $10.01          -          -          -
    EOP Unit Value                                $10.85      10.01          -          -          -
    Number of Units                               18,249          -          -          -          -



                                     A-51






- -------------------------------------------------------------------------------------------------------------------
Sub-account                                                           2006      2005      2004      2003     2002
                                                                                             
- -------------------------------------------------------------------------------------------------------------------
AST Conservative Asset Allocation Portfolio
    With No Optional Benefits
    BOP Unit Value                                                     $10.03         -         -         -
    EOP Unit Value                                                     $10.90     10.03         -         -       -
    Number of Units                                                 7,315,279   685,724         -         -       -
    With LT5, HDV, and EBP
    BOP Unit Value                                                     $10.02         -         -         -
    EOP Unit Value                                                     $10.74     10.02         -         -       -
    Number of Units                                                         -         -         -         -       -
- -------------------------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    With No Optional Benefits
    BOP Unit Value                                                     $10.04         -         -         -
    EOP Unit Value                                                     $10.66     10.04         -         -       -
    Number of Units                                                 3,303,256   115,215         -         -       -
    With LT5, HDV, and EBP
    BOP Unit Value                                                     $10.03         -         -         -
    EOP Unit Value                                                     $10.50     10.03         -         -       -
    Number of Units                                                         -         -         -         -       -
- -------------------------------------------------------------------------------------------------------------------
Gartmore Variable Investment Trust - GVIT Developing Markets (1996)
    With No Optional Benefits
    BOP Unit Value                                                     $20.72     16.02     13.60      8.66
    EOP Unit Value                                                     $27.43     20.72     16.02     13.60    8.66
    Number of Units                                                 2,835,328 3,395,891 2,103,950 1,763,660 283,466
    With LT5, HDV, and EBP
    BOP Unit Value                                                     $11.93         -         -         -
    EOP Unit Value                                                     $15.57     11.93         -         -       -
    Number of Units                                                         -         -         -         -       -
- -------------------------------------------------------------------------------------------------------------------
WFVT Advantage Equity Income (1999)
    With No Optional Benefits
    BOP Unit Value                                                     $11.59     11.18     10.23      8.25
    EOP Unit Value                                                     $13.51     11.59     11.18     10.23    8.25
    Number of Units                                                   582,613   534,649   590,808   314,757 196,720
    With LT5, HDV, and EBP
    BOP Unit Value                                                     $10.08         -         -         -
    EOP Unit Value                                                     $11.60     10.08         -         -       -
    Number of Units                                                         -         -         -         -       -
- -------------------------------------------------------------------------------------------------------------------
AIM V.I. - Dynamics (1999)
    With No Optional Benefits
    BOP Unit Value                                                     $11.67     10.72      9.61      7.09
    EOP Unit Value                                                     $13.33     11.67     10.72      9.61    7.09
    Number of Units                                                   605,730   602,064   668,032   889,464 543,762
    With LT5, HDV, and EBP
    BOP Unit Value                                                     $10.80         -         -         -
    EOP Unit Value                                                     $12.16     10.80         -         -       -
    Number of Units                                                         -         -         -         -       -
- -------------------------------------------------------------------------------------------------------------------
AIM V.I. - Technology (1999)
    With No Optional Benefits
    BOP Unit Value                                                      $8.13      8.09      7.87      5.50
    EOP Unit Value                                                      $8.84      8.13      8.09      7.87    5.50
    Number of Units                                                   513,442   453,391   512,424   578,651 293,307
    With LT5, HDV, and EBP
    BOP Unit Value                                                     $10.60         -         -         -
    EOP Unit Value                                                     $11.36     10.60         -         -       -
    Number of Units                                                         -         -         -         -       -
- -------------------------------------------------------------------------------------------------------------------
AIM V.I. - Health Sciences (1999)
    With No Optional Benefits
    BOP Unit Value                                                     $11.31     10.64     10.05      8.00
    EOP Unit Value                                                     $11.71     11.31     10.64     10.05    8.00
    Number of Units                                                 1,250,782 1,131,375   937,586   698,364 475,873
    With LT5, HDV, and EBP
    BOP Unit Value                                                     $11.04         -         -         -
    EOP Unit Value                                                     $11.27     11.04         -         -       -
    Number of Units                                                         -         -         -         -       -



                                     A-52





- ------------------------------------------------------------------------------------------
Sub-account                                  2006      2005      2004      2003     2002
                                                                    
- ------------------------------------------------------------------------------------------
AIM V.I. - Financial Services (1999)
    With No Optional Benefits
    BOP Unit Value                            $12.43     11.94     11.17      8.76
    EOP Unit Value                            $14.24     12.43     11.94     11.17    8.76
    Number of Units                          778,674 1,042,992   585,185   607,265 366,258
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.62         -         -         -
    EOP Unit Value                            $12.00     10.62         -         -       -
    Number of Units                                -         -         -         -       -
- ------------------------------------------------------------------------------------------
Evergreen VA - International Equity (2000)
    With No Optional Benefits
    BOP Unit Value                            $15.59     13.66     11.65      8.15
    EOP Unit Value                            $18.88     15.59     13.66     11.65    8.15
    Number of Units                        1,081,552   689,816   414,631   189,143 113,389
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.88         -         -         -
    EOP Unit Value                            $13.00     10.88         -         -       -
    Number of Units                                -         -         -         -       -
- ------------------------------------------------------------------------------------------
Evergreen VA - Special Equity (1999)
    With No Optional Benefits
    BOP Unit Value                            $10.31     11.58     11.12      7.44
    EOP Unit Value                                 -    $10.31     11.58     11.12    7.44
    Number of Units                                -         -   702,642   815,621 127,728
    With LT5, HDV, and EBP
    BOP Unit Value                             $9.26         -         -         -
    EOP Unit Value                                 -     $9.26         -         -       -
    Number of Units                                -         -         -         -       -
- ------------------------------------------------------------------------------------------
Evergreen VA - Omega (2000)
    With No Optional Benefits
    BOP Unit Value                            $11.53     11.29     10.71      7.78
    EOP Unit Value                            $12.03     11.53     11.29     10.71    7.78
    Number of Units                          241,307   281,775   570,123   404,789  39,943
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.50         -         -         -
    EOP Unit Value                            $10.79     10.50         -         -       -
    Number of Units                                -         -         -         -       -
- ------------------------------------------------------------------------------------------
Evergreen VA Growth Fund
    With No Optional Benefits
    BOP Unit Value                            $11.44         -         -         -       -
    EOP Unit Value                            $12.49     11.44         -         -       -
    Number of Units                          553,827   606,614         -         -       -
    With LT5, HDV, and EBP
    BOP Unit Value                            $11.33         -         -         -
    EOP Unit Value                            $12.20     11.33         -         -       -
    Number of Units                                -         -         -         -       -
- ------------------------------------------------------------------------------------------
ProFund VP - Europe 30 (1999)
    With No Optional Benefits
    BOP Unit Value                            $12.94     12.17     10.83      7.93
    EOP Unit Value                            $14.95     12.94     12.17     10.83    7.93
    Number of Units                        2,790,577 1,133,421 1,812,435 2,116,400 292,396
    With LT5, HDV, and EBP
    BOP Unit Value                            $10.41         -         -         -
    EOP Unit Value                            $11.87     10.41         -         -       -
    Number of Units                                -         -         -         -       -
- ------------------------------------------------------------------------------------------
ProFund VP - Asia 30 (2002)
    With No Optional Benefits
    BOP Unit Value                            $14.45     12.30     12.57      7.75
    EOP Unit Value                            $19.80     14.45     12.30     12.57    7.75
    Number of Units                        3,073,769 1,723,105   896,010   942,605 281,993
    With LT5, HDV, and EBP
    BOP Unit Value                            $11.10         -         -         -
    EOP Unit Value                            $14.99     11.10         -         -       -
    Number of Units                                -         -         -         -       -


                                     A-53





- -------------------------------------------------------------------------------------
Sub-account                             2006      2005      2004      2003     2002
                                                               
- -------------------------------------------------------------------------------------
ProFund VP - Japan (2002)
    With No Optional Benefits
    BOP Unit Value                       $13.31      9.55      9.03      7.24
    EOP Unit Value                       $14.51     13.31      9.55      9.03    7.24
    Number of Units                   1,650,266 3,413,955   710,879   426,718  65,845
    With LT5, HDV, and EBP
    BOP Unit Value                       $13.38         -         -         -
    EOP Unit Value                       $14.38     13.38         -         -       -
    Number of Units                           -         -         -         -       -
- -------------------------------------------------------------------------------------
ProFund VP - Banks (2002)
    With No Optional Benefits
    BOP Unit Value                       $11.77     11.98     10.90      8.56
    EOP Unit Value                       $13.35     11.77     11.98     10.90    8.56
    Number of Units                     402,883   351,876   229,711    93,067 101,136
    With LT5, HDV, and EBP
    BOP Unit Value                       $10.10         -         -         -
    EOP Unit Value                       $11.31     10.10         -         -       -
    Number of Units                           -         -         -         -       -
- -------------------------------------------------------------------------------------
ProFund VP - Basic Materials (2002)
    With No Optional Benefits
    BOP Unit Value                       $11.96     11.87     10.95      8.46
    EOP Unit Value                       $13.58     11.96     11.87     10.95    8.46
    Number of Units                     779,466   681,692   529,237 1,512,864  76,331
    With LT5, HDV, and EBP
    BOP Unit Value                        $9.48         -         -         -
    EOP Unit Value                       $10.62      9.48         -         -       -
    Number of Units                           -         -         -         -       -
- -------------------------------------------------------------------------------------
ProFund VP - Biotechnology (2001)
    With No Optional Benefits
    BOP Unit Value                       $12.34     10.52      9.75      7.09
    EOP Unit Value                       $11.64     12.34     10.52      9.75    7.09
    Number of Units                     393,923   697,686   757,678   208,971 130,082
    With LT5, HDV, and EBP
    BOP Unit Value                       $13.48         -         -         -
    EOP Unit Value                       $12.55     13.48         -         -       -
    Number of Units                           -         -         -         -       -
- -------------------------------------------------------------------------------------
ProFund VP - Consumer Services (2002)
    With No Optional Benefits
    BOP Unit Value                        $8.97      9.56      9.04      7.25
    EOP Unit Value                        $9.88      8.97      9.56      9.04    7.25
    Number of Units                     192,639    86,431   430,620   136,269 128,022
    With LT5, HDV, and EBP
    BOP Unit Value                        $9.66         -         -         -
    EOP Unit Value                       $10.50      9.66         -         -       -
    Number of Units                           -         -         -         -       -
- -------------------------------------------------------------------------------------
ProFund VP - Consumer Goods (2002)
    With No Optional Benefits
    BOP Unit Value                       $10.15     10.36      9.64      8.28
    EOP Unit Value                       $11.25     10.15     10.36      9.64    8.28
    Number of Units                     548,567   161,037   369,007    58,425 148,446
    With LT5, HDV, and EBP
    BOP Unit Value                        $9.73         -         -         -
    EOP Unit Value                       $10.63      9.73         -         -       -
    Number of Units                           -         -         -         -       -
- -------------------------------------------------------------------------------------
ProFund VP - Oil & Gas (2001)
    With No Optional Benefits
    BOP Unit Value                       $17.22     13.33     10.48      8.71
    EOP Unit Value                       $20.43     17.22     13.33     10.48    8.71
    Number of Units                   2,251,126 2,573,776 1,856,882 1,225,844 299,833
    With LT5, HDV, and EBP
    BOP Unit Value                       $10.92         -         -         -
    EOP Unit Value                       $12.78     10.92         -         -       -
    Number of Units                           -         -         -         -       -


                                     A-54





- -------------------------------------------------------------------------------------
Sub-account                           2006      2005      2004      2003      2002
                                                             
- -------------------------------------------------------------------------------------
ProFund VP - Financial (2001)
    With No Optional Benefits
    BOP Unit Value                     $12.46     12.19     11.23      8.85
    EOP Unit Value                     $14.38     12.46     12.19     11.23      8.85
    Number of Units                   913,872   616,873   553,342   398,159   221,377
    With LT5, HDV, and EBP
    BOP Unit Value                     $10.53         -         -         -
    EOP Unit Value                     $11.98     10.53         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Healthcare (2001)
    With No Optional Benefits
    BOP Unit Value                      $9.63      9.23      9.17      7.94
    EOP Unit Value                      $9.96      9.63      9.23      9.17      7.94
    Number of Units                 2,106,409 2,175,821 1,318,525   707,449   388,508
    With LT5, HDV, and EBP
    BOP Unit Value                     $10.46         -         -         -
    EOP Unit Value                     $10.68     10.46         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Industrial (2002)
    With No Optional Benefits
    BOP Unit Value                     $11.23     11.15     10.01      7.93
    EOP Unit Value                     $12.33     11.23     11.15     10.01      7.93
    Number of Units                   242,684   211,677   253,411   318,339    12,642
    With LT5, HDV, and EBP
    BOP Unit Value                     $10.06         -         -         -
    EOP Unit Value                     $10.90     10.06         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Internet (2002)
    With No Optional Benefits
    BOP Unit Value                     $18.90     17.89     15.00      8.57
    EOP Unit Value                     $18.84     18.90     17.89     15.00      8.57
    Number of Units                   200,072   467,320   992,879   206,876   306,572
    With LT5, HDV, and EBP
    BOP Unit Value                     $12.71         -         -         -
    EOP Unit Value                     $12.50     12.71         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Pharmaceuticals (2002)
    With No Optional Benefits
    BOP Unit Value                      $7.51      7.93      8.89      8.56
    EOP Unit Value                      $8.28      7.51      7.93      8.89      8.56
    Number of Units                   716,678   515,768   527,336   266,978   136,559
    With LT5, HDV, and EBP
    BOP Unit Value                      $9.44         -         -         -
    EOP Unit Value                     $10.27      9.44         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Precious Metals (2002)
    With No Optional Benefits
    BOP Unit Value                     $14.62     11.77     13.29      9.70
    EOP Unit Value                     $15.44     14.62     11.77     13.29      9.70
    Number of Units                 2,487,596 2,426,530 1,479,384 1,329,806 1,175,651
    With LT5, HDV, and EBP
    BOP Unit Value                     $12.00         -         -         -
    EOP Unit Value                     $12.49     12.00         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Real Estate (2001)
    With No Optional Benefits
    BOP Unit Value                     $16.96     16.15     12.91      9.86
    EOP Unit Value                     $22.10     16.96     16.15     12.91      9.86
    Number of Units                   926,728   501,989 1,816,706   462,906   441,318
    With LT5, HDV, and EBP
    BOP Unit Value                     $11.17         -         -         -
    EOP Unit Value                     $14.36     11.17         -         -         -
    Number of Units                         -         -         -         -         -


                                     A-55





- ----------------------------------------------------------------------------------------
Sub-account                              2006      2005      2004      2003      2002
                                                                
- ----------------------------------------------------------------------------------------
ProFund VP - Semiconductor (2002)
    With No Optional Benefits
    BOP Unit Value                         $7.64      7.15      9.51      5.14
    EOP Unit Value                         $6.98      7.64      7.15      9.51      5.14
    Number of Units                      339,250   746,085   694,352   423,958    93,241
    With LT5, HDV, and EBP
    BOP Unit Value                        $10.65         -         -         -
    EOP Unit Value                         $9.60     10.65         -         -         -
    Number of Units                            -         -         -         -         -
- ----------------------------------------------------------------------------------------
ProFund VP - Technology (2001)
    With No Optional Benefits
    BOP Unit Value                         $8.45      8.48      8.66      6.03
    EOP Unit Value                         $8.98      8.45      8.48      8.66      6.03
    Number of Units                      673,628   577,739   727,580   497,972   254,131
    With LT5, HDV, and EBP
    BOP Unit Value                        $10.54         -         -         -
    EOP Unit Value                        $11.05     10.54         -         -         -
    Number of Units                            -         -         -         -         -
- ----------------------------------------------------------------------------------------
ProFund VP - Telecommunications (2001)
    With No Optional Benefits
    BOP Unit Value                         $7.52      8.19      7.21      7.15
    EOP Unit Value                         $9.93      7.52      8.19      7.21      7.15
    Number of Units                    1,277,316   456,586   460,848   398,350   272,408
    With LT5, HDV, and EBP
    BOP Unit Value                         $9.74         -         -         -
    EOP Unit Value                        $12.68      9.74         -         -         -
    Number of Units                            -         -         -         -         -
- ----------------------------------------------------------------------------------------
ProFund VP - Utilities (2001)
    With No Optional Benefits
    BOP Unit Value                        $12.37     11.13      9.34      7.83
    EOP Unit Value                        $14.51     12.37     11.13      9.34      7.83
    Number of Units                    2,195,309 1,996,877 1,060,939   618,427   521,419
    With LT5, HDV, and EBP
    BOP Unit Value                        $10.60         -         -         -
    EOP Unit Value                        $12.26     10.60         -         -         -
    Number of Units                            -         -         -         -         -
- ----------------------------------------------------------------------------------------
ProFund VP - Bull (2002)
    With No Optional Benefits
    BOP Unit Value                        $10.64     10.53      9.84      7.97
    EOP Unit Value                        $11.90     10.64     10.53      9.84      7.97
    Number of Units                    7,031,661 7,846,866 8,215,357 3,563,562   954,792
    With LT5, HDV, and EBP
    BOP Unit Value                        $10.12         -         -         -
    EOP Unit Value                        $11.16     10.12         -         -         -
    Number of Units                            -         -         -         -         -
- ----------------------------------------------------------------------------------------
ProFund VP - Bear (2001)
    With No Optional Benefits
    BOP Unit Value                         $7.23      7.45      8.44     11.38
    EOP Unit Value                         $6.57      7.23      7.45      8.44     11.38
    Number of Units                    1,868,606 2,169,662 1,202,243 1,886,515 1,532,543
    With LT5, HDV, and EBP
    BOP Unit Value                         $9.54         -         -         -
    EOP Unit Value                         $8.56      9.54         -         -         -
    Number of Units                            -         -         -         -         -
- ----------------------------------------------------------------------------------------
ProFund VP - Ultra Bull (2001)
    With No Optional Benefits
    BOP Unit Value                        $11.87     11.76     10.20      6.78
    EOP Unit Value                        $14.36     11.87     11.76     10.20      6.78
    Number of Units                    1,596,920 1,158,025 2,817,803 1,431,345   297,435
    With LT5, HDV, and EBP
    BOP Unit Value                        $10.25         -         -         -
    EOP Unit Value                        $12.23     10.25         -         -         -
    Number of Units                            -         -         -         -         -


                                     A-56





- -------------------------------------------------------------------------------------
Sub-account                           2006      2005      2004      2003      2002
                                                             
- -------------------------------------------------------------------------------------
ProFund VP - OTC (2001)
    With No Optional Benefits
    BOP Unit Value                      $9.80      9.94      9.32      6.45
    EOP Unit Value                     $10.16      9.80      9.94      9.32      6.45
    Number of Units                 1,764,614 2,467,486 4,885,351 4,445,234 1,346,852
    With LT5, HDV, and EBP
    BOP Unit Value                     $10.55         -         -         -
    EOP Unit Value                     $10.79     10.55         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Short OTC (2002)
    With No Optional Benefits
    BOP Unit Value                      $5.88      5.93      6.78     11.00
    EOP Unit Value                      $5.70      5.88      5.93      6.78     11.00
    Number of Units                 1,891,265 2,494,112   908,064 1,535,439   433,181
    With LT5, HDV, and EBP
    BOP Unit Value                      $9.14         -         -         -
    EOP Unit Value                      $8.75      9.14         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - UltraOTC (1999)
    With No Optional Benefits
    BOP Unit Value                      $7.47      7.89      7.03      3.53
    EOP Unit Value                      $7.70      7.47      7.89      7.03      3.53
    Number of Units                 2,319,572 4,740,165 6,592,447 3,410,589 1,003,123
    With LT5, HDV, and EBP
    BOP Unit Value                     $11.04         -         -         -
    EOP Unit Value                     $11.23     11.04         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Mid-Cap Value (2002)
    With No Optional Benefits
    BOP Unit Value                     $12.49     11.67     10.23      7.66
    EOP Unit Value                     $13.80     12.49     11.67     10.23      7.66
    Number of Units                 1,978,580 2,164,543 2,632,869 1,455,513   438,387
    With LT5, HDV, and EBP
    BOP Unit Value                     $10.60         -         -         -
    EOP Unit Value                     $11.55     10.60         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Mid-Cap Growth (2002)
    With No Optional Benefits
    BOP Unit Value                     $11.58     10.58      9.69      7.70
    EOP Unit Value                     $11.84     11.58     10.58      9.69      7.70
    Number of Units                 1,594,539 5,059,311 2,220,901 1,009,867   439,054
    With LT5, HDV, and EBP
    BOP Unit Value                     $10.76         -         -         -
    EOP Unit Value                     $10.85     10.76         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - UltraMid-Cap (2002)
    With No Optional Benefits
    BOP Unit Value                     $13.91     11.99      9.55      5.71
    EOP Unit Value                     $15.14     13.91     11.99      9.55      5.71
    Number of Units                 1,588,771 1,935,487 3,106,849 1,112,311   477,953
    With LT5, HDV, and EBP
    BOP Unit Value                     $11.38         -         -         -
    EOP Unit Value                     $12.22     11.38         -         -         -
    Number of Units                         -         -         -         -         -
- -------------------------------------------------------------------------------------
ProFund VP - Small-Cap Value (2002)
    With No Optional Benefits
    BOP Unit Value                     $11.35     11.10      9.39      7.09
    EOP Unit Value                     $13.11     11.35     11.10      9.39      7.09
    Number of Units                 2,446,357 1,398,442 4,088,760 5,144,632   994,778
    With LT5, HDV, and EBP
    BOP Unit Value                     $10.30         -         -         -
    EOP Unit Value                     $11.73     10.30         -         -         -
    Number of Units                         -         -         -         -         -


                                     A-57






- ----------------------------------------------------------------------------------------------
Sub-account                                    2006      2005      2004      2003      2002
                                                                      
- ----------------------------------------------------------------------------------------------
ProFund VP - Small-Cap Growth (2002)
    With No Optional Benefits
    BOP Unit Value                              $12.67     11.98     10.16      7.69
    EOP Unit Value                              $13.54     12.67     11.98     10.16      7.69
    Number of Units                          1,643,633 4,579,887 4,677,820 3,868,951   772,260
    With LT5, HDV, and EBP
    BOP Unit Value                              $10.48         -         -         -
    EOP Unit Value                              $11.05     10.48         -         -         -
    Number of Units                                  -         -         -         -         -
- ----------------------------------------------------------------------------------------------
ProFund VP - UltraSmall-Cap (1999)
    With No Optional Benefits
    BOP Unit Value                              $15.23     15.52     12.04      6.14
    EOP Unit Value                              $18.87     15.23     15.52     12.04      6.14
    Number of Units                          1,580,595   816,755 5,098,565 1,702,558   212,085
    With LT5, HDV, and EBP
    BOP Unit Value                              $10.66         -         -         -
    EOP Unit Value                              $13.03     10.66         -         -         -
    Number of Units                                  -         -         -         -         -
- ----------------------------------------------------------------------------------------------
ProFund VP - U.S. Government Plus (2002)
    With No Optional Benefits
    BOP Unit Value                              $12.64     11.79     11.08     11.56
    EOP Unit Value                              $11.86     12.64     11.79     11.08     11.56
    Number of Units                            821,668 2,312,868 1,051,158   731,470 2,486,854
    With LT5, HDV, and EBP
    BOP Unit Value                              $10.54         -         -         -
    EOP Unit Value                               $9.76     10.54         -         -         -
    Number of Units                                  -         -         -         -         -
- ----------------------------------------------------------------------------------------------
ProFund VP - Rising Rates Opportunity (2002)
    With No Optional Benefits
    BOP Unit Value                               $6.00      6.63      7.56      8.02
    EOP Unit Value                               $6.50      6.00      6.63      7.56      8.02
    Number of Units                          4,567,551 3,415,324 5,314,528 1,817,924   165,792
    With LT5, HDV, and EBP
    BOP Unit Value                               $9.08         -         -         -
    EOP Unit Value                               $9.71      9.08         -         -         -
    Number of Units                                  -         -         -         -         -
- ----------------------------------------------------------------------------------------------
ProFund VP Large-Cap Growth
    With No Optional Benefits
    BOP Unit Value                              $10.30     10.37         -         -
    EOP Unit Value                              $11.05     10.30     10.37         -         -
    Number of Units                          2,181,106 2,620,751    72,725         -         -
    With LT5, HDV, and EBP
    BOP Unit Value                               $9.98         -         -         -
    EOP Unit Value                              $10.56      9.98         -         -         -
    Number of Units                                  -         -         -         -         -
- ----------------------------------------------------------------------------------------------
ProFund VP Large-Cap Value
    With No Optional Benefits
    BOP Unit Value                              $10.51     10.37         -         -
    EOP Unit Value                              $12.26     10.51     10.37         -         -
    Number of Units                          4,023,312 2,141,308   159,605         -         -
    With LT5, HDV, and EBP
    BOP Unit Value                              $10.20         -         -         -
    EOP Unit Value                              $11.74     10.20         -         -         -
    Number of Units                                  -         -         -         -         -
- ----------------------------------------------------------------------------------------------
ProFund VP Short Mid Cap
    With No Optional Benefits
    BOP Unit Value                               $8.64      9.70         -         -
    EOP Unit Value                               $8.18      8.64      9.70         -         -
    Number of Units                            254,207   364,782    39,360         -         -
    With LT5, HDV, and EBP
    BOP Unit Value                               $8.94         -         -         -
    EOP Unit Value                               $8.36      8.94         -         -         -
    Number of Units                                  -         -         -         -         -



                                     A-58






- ------------------------------------------------------------------------------------
Sub-account                                2006      2005      2004     2003   2002
                                                               
- ------------------------------------------------------------------------------------
ProFund VP Short Small-Cap
    With No Optional Benefits
    BOP Unit Value                           $9.11      9.54         -      -
    EOP Unit Value                           $7.90      9.11      9.54      -      -
    Number of Units                        560,897   220,843   136,809      -      -
    With LT5, HDV, and EBP
    BOP Unit Value                           $9.17         -         -      -
    EOP Unit Value                           $7.84      9.17         -      -      -
    Number of Units                              -         -         -      -      -
- ------------------------------------------------------------------------------------
Access VP High Yield
    With No Optional Benefits
    BOP Unit Value                          $10.56         -         -      -      -
    EOP Unit Value                          $11.38     10.56         -      -      -
    Number of Units                      1,207,864   899,141         -      -      -
    With LT5, HDV, and EBP
    BOP Unit Value                          $10.47         -         -      -
    EOP Unit Value                          $11.12     10.47         -      -      -
    Number of Units                              -         -         -      -      -
- ------------------------------------------------------------------------------------
First Trust(R) 10 Uncommon Values (2000)
    With No Optional Benefits
    BOP Unit Value                           $9.92     10.03      9.16   6.80
    EOP Unit Value                          $10.15      9.92     10.03   9.16   6.80
    Number of Units                        100,227    87,726    91,924 66,435 19,826
    With LT5, HDV, and EBP
    BOP Unit Value                           $9.74         -         -      -
    EOP Unit Value                           $9.83      9.74         -      -      -
    Number of Units                              -         -         -      -      -
- ------------------------------------------------------------------------------------
First Trust Global Dividend Target 15
    With No Optional Benefits
    BOP Unit Value                          $12.84     11.85         -      -
    EOP Unit Value                          $17.48     12.84     11.85      -      -
    Number of Units                      1,507,757   590,605   311,233      -      -
    With LT5, HDV, and EBP
    BOP Unit Value                          $10.83         -         -      -
    EOP Unit Value                          $14.54     10.83         -      -      -
    Number of Units                              -         -         -      -      -
- ------------------------------------------------------------------------------------
First Trust Managed VIP
    With No Optional Benefits
    BOP Unit Value                          $11.94     11.32         -      -
    EOP Unit Value                          $13.10     11.94     11.32      -      -
    Number of Units                      2,772,210 2,420,873 1,777,316      -      -
    With LT5, HDV, and EBP
    BOP Unit Value                          $10.43         -         -      -
    EOP Unit Value                          $11.29     10.43         -      -      -
    Number of Units                              -         -         -      -      -
- ------------------------------------------------------------------------------------
First Trust NASDAQ Target 15
    With No Optional Benefits
    BOP Unit Value                          $10.83     10.66         -      -
    EOP Unit Value                          $11.60     10.83     10.66      -      -
    Number of Units                        199,508   134,177    82,809      -      -
    With LT5, HDV, and EBP
    BOP Unit Value                          $10.75         -         -      -
    EOP Unit Value                          $11.35     10.75         -      -      -
    Number of Units                              -         -         -      -      -
- ------------------------------------------------------------------------------------
First Trust S&P Target 24
    With No Optional Benefits
    BOP Unit Value                          $11.01     10.75         -      -
    EOP Unit Value                          $11.14     11.01     10.75      -      -
    Number of Units                        290,152   304,840   173,851      -      -
    With LT5, HDV, and EBP
    BOP Unit Value                          $10.48         -         -      -
    EOP Unit Value                          $10.46     10.48         -      -      -
    Number of Units                              -         -         -      -      -



                                     A-59






- --------------------------------------------------------------------------------------
Sub-account                                        2006      2005     2004   2003 2002
                                                                   
- --------------------------------------------------------------------------------------
First Trust The Dow Target 10
    With No Optional Benefits
    BOP Unit Value                                   $9.98     10.48       -  -
    EOP Unit Value                                  $12.32      9.98   10.48  -    -
    Number of Units                                481,064   194,864 155,695  -    -
    With LT5, HDV, and EBP
    BOP Unit Value                                   $9.53         -       -  -
    EOP Unit Value                                  $11.61      9.53       -  -    -
    Number of Units                                      -         -       -  -    -
- --------------------------------------------------------------------------------------
First Trust Dow Target Dividend
    With No Optional Benefits
    BOP Unit Value                                   $9.76         -       -  -
    EOP Unit Value                                  $11.34      9.76       -  -    -
    Number of Units                              2,310,768 1,240,527       -  -    -
    With LT5, HDV, and EBP
    BOP Unit Value                                   $9.67         -       -  -
    EOP Unit Value                                  $11.08      9.67       -  -    -
    Number of Units                                      -         -       -  -    -
- --------------------------------------------------------------------------------------
First Trust Value Line Target 25
    With No Optional Benefits
    BOP Unit Value                                  $14.82     12.59       -  -
    EOP Unit Value                                  $15.00     14.82   12.59  -    -
    Number of Units                              1,119,827 1,068,339 389,792  -    -
    With LT5, HDV, and EBP
    BOP Unit Value                                  $11.11         -       -  -
    EOP Unit Value                                  $11.08     11.11       -  -    -
    Number of Units                                      -         -       -  -    -
- --------------------------------------------------------------------------------------
SP International Growth
 formerly, SP William Blair International Growth
    With No Optional Benefits
    BOP Unit Value                                  $12.05     10.53       -  -
    EOP Unit Value                                  $14.35     12.05   10.53  -    -
    Number of Units                                742,865   672,243 269,671  -    -
    With LT5, HDV, and EBP
    BOP Unit Value                                  $11.18         -       -  -
    EOP Unit Value                                  $13.12     11.18       -  -    -
    Number of Units                                      -         -       -  -    -
- --------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    With No Optional Benefits
    BOP Unit Value                                  $10.00         -       -  -
    EOP Unit Value                                  $10.66         -       -  -    -
    Number of Units                              5,258,474         -       -  -    -
    With LT5, HDV, and EBP
    BOP Unit Value                                  $10.00         -       -  -
    EOP Unit Value                                  $10.54         -       -  -    -
    Number of Units                                      -         -       -  -    -
- --------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    With No Optional Benefits
    BOP Unit Value                                  $10.00         -       -  -
    EOP Unit Value                                  $10.58         -       -  -    -
    Number of Units                              3,781,525         -       -  -    -
    With LT5, HDV, and EBP
    BOP Unit Value                                  $10.00         -       -  -
    EOP Unit Value                                  $10.47         -       -  -    -
    Number of Units                                      -         -       -  -    -
- --------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Portfolio
    With No Optional Benefits
    BOP Unit Value                                  $10.00         -       -  -
    EOP Unit Value                                  $10.48         -       -  -    -
    Number of Units                              3,795,562         -       -  -    -
    With LT5, HDV, and EBP
    BOP Unit Value                                  $10.00         -       -  -
    EOP Unit Value                                  $10.37         -       -  -    -
    Number of Units                                      -         -       -  -    -



                                     A-60



              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-5



             APPENDIX C - PLUS40(TM) OPTIONAL LIFE INSURANCE RIDER

 American Skandia's Plus40(TM) Optional Life Insurance Rider was offered, in
 those states where approved, between November 18, 2002 for ASAP III,
 January 17, 2002 for ASL II and APEX II, and January 23, 2002 for XT6 and
 May 1, 2003. The description below of the Plus40(TM) benefit applies to those
 Contract Owners who purchased an Annuity during that time period and elected
 the Plus40(TM) benefit.

 The life insurance coverage provided under the Plus40/(TM) /Optional Life
 Insurance Rider ("Plus40/(TM) /rider" or the "Rider") is supported by American
 Skandia'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.

                                      C-1



  .   On or after an Owner reaches the expiry date of the Rider (the
      anniversary of the Annuity's Issue Date on or immediately after the 95/th
      /birthday), coverage will terminate. No charge will be made for an Owner
      following the expiry date. If there are two Owners, the expiry date
      applies separately to each Owner; therefore, coverage may continue for
      one Owner and terminate as to the other Owner.

 MAXIMUM BENEFIT
 The Plus40(TM) rider is subject to a Maximum Death Benefit Amount based on the
 Purchase Payments applied to your Annuity. The Plus40(TM) rider may also be
 subject to a Per Life Maximum Benefit that is based on all amounts paid under
 any annuity contract we issue to you under which you have elected the
 Plus40(TM) rider or similar life insurance coverage.

  .   The Maximum Death Benefit Amount is 100% of the Purchase Payments
      increasing at 5% per year following the date each Purchase Payment is
      applied to the Annuity until the date of death. If Purchase Payments are
      applied to the Annuity within 24 months prior to the date of death, the
      Maximum Death Benefit Amount is decreased by the amount of such Purchase
      Payments.

  .   The Per Life Maximum Benefit applies to Purchase Payments applied to any
      such annuity contracts more than 24 months from the date of death that
      exceed $1,000,000. If you make Purchase Payments in excess of $1,000,000,
      we will reduce the aggregate death benefit payable under all Plus40(TM)
      riders, or similar riders issued by us, based on the combined amount of
      Purchase Payments in excess of $1,000,000 multiplied by 40%. If the Per
      Life Maximum Benefit applies, we will reduce the amount payable under
      each applicable Plus40(TM) rider on a pro-rata basis. If the Per Life
      Maximum Benefit applies upon your death, we will return any excess
      charges that you paid on the portion of your Account Value on which no
      benefit is payable. The Per Life Maximum Benefit does not limit the
      amount of Purchase Payments that you may apply to your Annuity.

 ACCELERATED DEATH BENEFIT PROVISION
 If you become terminally ill, you may request that a portion of the death
 benefit payable under the Plus40(TM) rider be prepaid instead of being paid to
 your Beneficiary(ies) upon your death. Subject to our requirements and where
 allowed by law, we will make a one time, lump sum payment. Our requirements
 include proof satisfactory to us, in writing, of terminal illness after the
 Rider's Effective Date.

 The maximum we will pay, before any reduction, is the lesser of 50% of the
 Rider's death benefit or $100,000. If you elect to accelerate payment of a
 portion of the death benefit under the Plus40(TM) rider, the amount of the
 remaining death benefit is reduced by the prepaid amount accumulating at an
 annualized interest rate of 6.0%. Eligibility for an accelerated payout of a
 portion of your Plus40(TM) rider death benefit may be more restrictive than
 any medically-related surrender provision that may be applicable to you under
 the Annuity.

 CHARGES FOR THE PLUS40(TM) RIDER
 The Plus40(TM) rider has a current charge and a guaranteed maximum charge. The
 current charge for the Plus40(TM) rider is based on a percentage of your
 Account Value as of the anniversary of the Issue Date of your Annuity. The
 applicable percentages differ based on the attained age, last birthday of the
 Owner(s) or Annuitant (in the case of an entity owned Annuity) as of the date
 the charge is due. We reserve the right to change the current charge, at any
 time, subject to regulatory approval where required. If there are two Owners,
 we calculate the current charge that applies to each Owner individually and
 deduct the combined amount as the charge for the Rider. There is no charge
 based on a person's life after coverage expires as to that person. However, a
 charge will still apply to the second of two Owners (and coverage will
 continue for such Owner) if such Owner has not reached the expiry date.



                                        Percentage of
                           Attained Age Account Value
                                     
                           --------------------------
                            Age 40-75       .80%
                           --------------------------
                            Age 76-80      1.60%
                           --------------------------
                            Age 81-85      3.20%
                           --------------------------
                            Age 86-90      4.80%
                           --------------------------
                             Age 91        6.50%
                           --------------------------
                             Age 92        7.50%
                           --------------------------
                             Age 93        8.50%
                           --------------------------
                             Age 94        9.50%
                           --------------------------
                             Age 95        10.50%


                                      C-2



 The charge for the Plus40(TM) rider may also be subject to a guaranteed
 maximum charge that will apply if the current charge, when applied to the
 Account Value, exceeds the guaranteed maximum charge. The guaranteed maximum
 charge is based on a charge per $1,000 of insurance.

 We determine the charge for the Rider annually, in arrears. We deduct the
 charge: (1) upon your death; (2) on each anniversary of the Issue Date; (3) on
 the date that you begin receiving annuity payments; (4) if you surrender your
 Annuity other than a medically-related surrender; or (5) if you choose to
 terminate the Rider. If the Rider terminates for any of the preceding reasons
 on a date other than the anniversary of the Annuity's Issue Date, the charge
 will be prorated. During the first year after the Annuity's Issue Date, the
 charge will be prorated from the Issue Date. In all subsequent years, the
 charge will be prorated from the last anniversary of the Issue Date.

 You can elect to pay the annual charge through a redemption from your
 Annuity's Account Value or through funds other than those within the Annuity.
 If you do not elect a method of payment, we will automatically deduct the
 annual charge from your Annuity's Account Value. The manner in which you elect
 to pay for the Rider may have tax implications.

  .   If you elect to pay the charge through a redemption of your Annuity's
      Account Value, the withdrawal will be treated as a taxable distribution,
      and will generally be subject to ordinary income tax on the amount of any
      investment gain withdrawn. If you are under age 59 1/2, the distribution
      may also be subject to a 10% penalty on any gain withdrawn, in addition
      to ordinary income taxes. We first deduct the amount of the charge
      pro-rata from the Account Value in the variable investment options. We
      only deduct the charge pro-rata from the Fixed Allocations to the extent
      there is insufficient Account Value in the variable investment options to
      pay the charge.

  .   If you elect to pay the charge through funds other than those from your
      Annuity, we require that payment be made electronically in U.S. currency
      through a U.S. financial institution. If you elect to pay the charge
      through electronic transfer of funds and payment has not been received
      within 31 days from the due date, we will deduct the charge as a
      redemption from your Annuity, as described above.

 TERMINATION
 You can terminate the Plus40(TM) rider at any time. Upon termination, you will
 be required to pay a pro-rata portion of the annual charge for the Rider. The
 Plus40(TM) rider will terminate automatically on the date your Account Value
 is applied to begin receiving annuity payments, on the date you surrender the
 Annuity or, on the expiry date with respect to such person who reaches the
 expiry date. We may also terminate the Plus40(TM) rider, if necessary, to
 comply with our interpretation of the Code and applicable regulations. Once
 terminated, you may not reinstate your coverage under the Plus40(TM) rider.

 CHANGES IN ANNUITY DESIGNATIONS
 Changes in ownership and annuitant designations under the Annuity may result
 in changes in eligibility and charges under the Plus40(TM) rider. These
 changes may include termination of the Rider. Please refer to the Rider for
 specific details.

 SPOUSAL ASSUMPTION
 A spousal beneficiary may elect to assume ownership of the Annuity instead of
 taking the Annuity's Death Benefit. However, regardless of whether a spousal
 beneficiary assumes ownership of the Annuity, the death benefit under the
 Plus40(TM) rider will be paid despite the fact that the Annuity will continue.
 The spousal beneficiary can apply the death benefit proceeds under the
 Plus40/(TM) /rider to the Annuity as a new Purchase Payment, can purchase a
 new annuity contract or use the death benefit proceeds for any other purpose.
 Certain restrictions may apply to an Annuity that is used as a qualified
 investment. Spousal beneficiaries may also be eligible to purchase the
 Plus40/(TM) /rider, in which case the Annuity's Account Value, as of the date
 the assumption is effective, will be treated as the initial Purchase Payment
 under applicable provisions of the Rider.

 TAX CONSIDERATION
 The Plus40(TM) rider was designed to qualify as a life insurance contract
 under the Code. As life insurance, under most circumstances, the
 Beneficiary(ies) does not pay any Federal income tax on the death benefit
 payable under the Rider.

 If your Annuity is being used as an Individual Retirement Annuity (IRA), we
 consider the Plus40(TM) rider to be outside of your IRA, since premium for the
 Rider is paid for either with funds outside of your Annuity or with
 withdrawals previously subject to tax and any applicable tax penalty.

 We believe payments under the accelerated payout provision of the Rider will
 meet the requirements of the Code and the regulations in order to qualify as
 tax-free payments. To the extent permitted by law, we will change our
 procedures in relation to the Rider, or the definition of terminally ill, or
 any other applicable term in order to maintain the tax-free status of any
 amounts paid out under the accelerated payout provision.

                                      C-3



       APPENDIX D - ADDITIONAL INFORMATION ON ASSET ALLOCATION PROGRAMS

 PROGRAM RULES
  .   Prior to December 5, 2005, you could elect an asset allocation program
      where the Sub-accounts for each asset class in each model portfolio were
      designated based on an evaluation of available Sub-accounts. Effective
      December 5, 2005, you can no longer enroll in an asset allocation
      program, but you will be permitted to remain in the program if you
      enrolled prior to the date. These Program Rules reflect how the asset
      allocation program will be administered as of December 5, 2005 for those
      Owners who have chosen to remain in their program. Asset allocation is a
      sophisticated method of diversification that allocates assets among asset
      classes in order to manage investment risk and potentially enhance
      returns over the long term. However, asset allocation does not guarantee
      a profit or protect against a loss.

 HOW THE ASSET ALLOCATION PROGRAM WORKS
  .   Amounts will automatically be allocated in accordance with the
      percentages and to Sub-accounts indicated for the model portfolio that
      you previously chose. If you allocate your Account Value or transfer your
      Account Value among any Sub-accounts that are outside of your model
      portfolio, we will allocate these amounts according to the allocation
      percentages of the applicable model portfolio upon the next rebalancing.
      You will not be permitted to change from one model portfolio to another.
      Upon each rebalance, 100% of your Account Value allocated to the variable
      Sub-accounts will be allocated to the asset allocation program. Any
      Account Value not invested in the Sub-accounts will not be part of the
      program.

  .   Additional Purchase Payments: Unless otherwise requested, any additional
      Purchase Payments applied to the variable Sub-accounts in the Annuity
      will be allocated to the Sub-accounts according to the allocation
      percentages for the model portfolio you chose. Allocation of additional
      Purchase Payments outside of your model portfolio but into a Sub-account,
      will be reallocated according to the allocation percentages of the
      applicable model portfolio upon the next rebalancing.

  .   Rebalancing Your Model Portfolio: Changes in the value of the Sub-account
      will cause your Account Value allocated to the Sub-accounts to vary from
      the percentage allocations of the model portfolio you select. By
      selecting the asset allocation program, you have directed us to
      periodically (e.g., quarterly) rebalance your Account Value allocated to
      the Sub-accounts in accordance with the percentage allocations assigned
      to each Sub-account within your model portfolio at the time you elected
      the program or had later been modified with your consent. Some asset
      allocation programs will only require that a rebalancing occur when the
      percent of your Account Value allocated to the Sub-accounts are outside
      of the acceptable range permitted under such asset allocation program.
      Note - Any Account Value not invested in the Sub-accounts will not be
      affected by any rebalance.


  .   Sub-account Changes Within the Model Portfolios: From time to time there
      may be a change in a Sub-account within your model portfolio. Unless
      directed by you or your Financial Professional to reallocate to the new
      Sub-account, rebalancing will continue in accordance with your unchanged
      model portfolio, unless the Sub-account is no longer available under your
      Annuity. If the Sub-account is no longer available we will notify you. If
      you do not consent to the new Sub-account, your lack of consent will be
      deemed a request to terminate the asset allocation program and the
      provisions under "Termination or Modification of the Asset Allocation
      Program" will apply.


  .   Owner Changes in Choice of Model Portfolio: You may not change from the
      model portfolio that you have elected to any other model portfolio.

 TERMINATION OR MODIFICATION OF THE ASSET ALLOCATION PROGRAM:
  .   You may request to terminate your asset allocation program at any time.
      Once you terminate your asset allocation program, you will not be
      permitted to re-enroll in the program. Any termination will be effective
      on the date that American Skandia receives your termination request in
      good order. If you are enrolled in HDV or LT5, 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 LT5 you may terminate the LT5 benefit in
      order to then terminate your asset allocation program. American Skandia
      reserves the right to terminate or modify the asset allocation program at
      any time with respect to any programs.

 RESTRICTIONS ON ELECTING THE ASSET ALLOCATION:
  .   You cannot participate in auto-rebalancing or a DCA program while
      enrolled in an asset allocation program and Systematic Withdrawals can
      only be made as flat dollar amounts.

                                      D-1



 APPENDIX E - DESCRIPTION AND CALCULATION OF PREVIOUSLY OFFERED OPTIONAL DEATH
          BENEFITS (THIS APPLIES SOLELY TO APEX II, ASL II, AND XT6)

 If you purchased your Annuity before November 18, 2002 and were not a resident
 of the State of New York, the following optional death benefits were offered:

 ENHANCED BENEFICIARY PROTECTION OPTIONAL DEATH BENEFIT
 The Enhanced Beneficiary Protection Optional Death Benefit can provide
 additional amounts to your Beneficiary that may be used to offset federal and
 state taxes payable on any taxable gains in your Annuity at the time of your
 death. Whether this benefit is appropriate for you may depend on your
 particular circumstances, including other financial resources that may be
 available to your Beneficiary to pay taxes on your Annuity should you die
 during the accumulation period. No benefit is payable if death occurs on or
 after the Annuity Date.

 The Enhanced Beneficiary Protection Optional Death Benefit provides a benefit
 that is payable in addition to the basic Death Benefit. If the Annuity has one
 Owner, the Owner must be age 75 or less at the time the benefit is purchased.
 If the Annuity has joint Owners, the oldest Owner must be age 75 or less. If
 the Annuity is owned by an entity, the Annuitant must be age 75 or less.

 Calculation of Enhanced Beneficiary Protection Optional Death Benefit
 If you purchase the Enhanced Beneficiary Protection Optional Death Benefit,
 the Death Benefit is calculated as follows:

 1. the basic Death Benefit described above
      PLUS
 2. 50% of the "Death Benefit Amount" less Purchase Payments reduced by
    proportional withdrawals.

 "Death Benefit Amount" includes your Account Value and any amounts added to
 your Account Value under the Annuity's basic Death Benefit when the Death
 Benefit is calculated. Under the basic Death Benefit, amounts are added to
 your Account Value when the Account Value is less than Purchase Payments minus
 proportional withdrawals.

 "Proportional withdrawals" are determined by calculating the percentage of
 your Account Value that each prior withdrawal represented when withdrawn.

      The amount calculated in Items 1 & 2 above may be reduced by any Credits
      under certain circumstances.

 The Enhanced Beneficiary Protection Optional Death Benefit is subject to a
 maximum of 50% of all Purchase Payments applied to the Annuity at least 12
 months prior to the death of the decedent that triggers the payment of the
 Death Benefit.

 Please refer to the section entitled "Tax Considerations" for a discussion of
 special tax considerations for purchasers of this benefit.

 NOTE: You may not elect the Enhanced Beneficiary Protection Optional Death
 Benefit if you have elected any other Optional Death Benefit.

 Guaranteed Minimum Death Benefit
 If the Annuity has one Owner, the Owner must be age 80 or less at the time the
 optional Death Benefit is purchased. If the Annuity has joint Owners, the
 oldest Owner must be age 80 or less. If the Annuity is owned by an entity, the
 Annuitant must be age 80 or less.

 Key Terms Used with the Guaranteed Minimum Death Benefit

  .   The Death Benefit Target Date is the contract anniversary on or after the
      80/th/ birthday of the current Owner, the oldest of either joint Owner or
      the Annuitant, if entity owned.
  .   The Highest Anniversary Value equals the highest of all previous
      "Anniversary Values" on or before the earlier of the Owner's date of
      death and the "Death Benefit Target Date".
  .   The Anniversary Value is the Account Value as of each anniversary of the
      Issue Date plus the sum of all Purchase Payments on or after such
      anniversary less the sum of all "Proportional Reductions" since such
      anniversary.
  .   A Proportional Reduction is a reduction to the value being measured
      caused by a withdrawal, equaling the percentage of the withdrawal as
      compared to the Account Value as of the date of the withdrawal. For
      example, if your Account Value is $10,000 and you withdraw $2,000 (a 20%
      reduction), we will reduce both your Anniversary Value and the amount
      determined by Purchase Payments increasing at the appropriate interest
      rate by 20%.

                                      E-1



 Calculation of Guaranteed Minimum Death Benefit
 The Guaranteed Minimum Death Benefit depends on whether death occurs before or
 after the Death Benefit Target Date.

 If the Owner dies before the Death Benefit Target Date, the Death Benefit
 equals the greatest of:

 1. the Account Value in the Sub-accounts plus the Interim Value of any Fixed
    Allocations (no MVA) as of the date we receive in writing "due proof of
    death"; and

 2. the sum of all Purchase Payments minus the sum of all Proportional
    Reductions, each increasing daily until the Owner's date of death at a rate
    of 5.0%, subject to a limit of 200% of the difference between the sum of
    all Purchase Payments and the sum of all withdrawals as of the Owner's date
    of death; and

 3. the "Highest Anniversary Value" on or immediately preceding the Owner's
    date of death.

 The amount determined by this calculation is increased by any Purchase
 Payments received after the Owner's date of death and decreased by any
 Proportional Reductions since such date. The amount calculated in Items 1 & 3
 above may be reduced by any Credits under certain circumstances.

 If the Owner dies on or after the Death Benefit Target Date, the Death Benefit
 equals the greater of:

 1. the Account Value as of the date we receive in writing "due proof of death"
    (an MVA may be applicable to amounts in any Fixed Allocations); and

 2. the greater of Item 2 & 3 above on the Death Benefit Target Date plus the
    sum of all Purchase Payments less the sum of all Proportional Reductions
    since the Death Benefit Target Date.

 The amount calculated in Item 1 above may be reduced by any Credits under
 certain circumstances.

 Annuities with joint Owners
 For Annuities with Joint Owners, the Death Benefit is calculated as shown
 above except that the age of the oldest of the Joint Owners is used to
 determine the Death Benefit Target Date. NOTE: If you and your spouse own the
 Annuity jointly, we will pay the Death Benefit to the Beneficiary. If the sole
 primary Beneficiary is the surviving spouse, then the surviving spouse can
 elect to assume ownership of the Annuity and continue the contract instead of
 receiving the Death Benefit.

 Annuities owned by entities
 For Annuities owned by an entity, the Death Benefit is calculated as shown
 above except that the age of the Annuitant is used to determine the Death
 Benefit Target Date. Payment of the Death Benefit is based on the death of the
 Annuitant (or Contingent Annuitant, if applicable).

 Can I terminate the optional Death Benefits? Do the optional Death Benefits
 terminate under other circumstances?
 You can terminate the Enhanced Beneficiary Protection Optional Death Benefit
 and the Guaranteed Minimum Death Benefit at any time. Upon termination, you
 will be required to pay a pro-rata portion of the annual charge for the
 benefit. Both optional Death Benefits will terminate automatically on the
 Annuity Date. We may also terminate any optional Death Benefit if necessary to
 comply with our interpretation of the Code and applicable regulations.

 What Are The Charges For The Optional Death Benefits?
 We deduct a charge from your Account Value if you elect to purchase either
 optional Death Benefit. The Enhanced Beneficiary Protection Death Benefit
 costs 0.25% of Account Value. The Guaranteed Minimum Death Benefit costs 0.30%
 of the current Death Benefit. The charges for these death benefits are
 deducted in arrears each Annuity Year. No charge applies after the Annuity
 Date. We deduct the charge:

 1. on each anniversary of the Issue Date;

 2. when Account Value is transferred to our general account prior to the
    Annuity Date;

 3. if you surrender your Annuity; and

 4. if you choose to terminate the benefit (Enhanced Beneficiary Protection
    Optional Death Benefit only)

 If you surrender the Annuity, elect to begin receiving annuity payments or
 terminate the benefit on a date other than an anniversary of the Issue Date,
 the charge will be prorated. During the first year after the Issue Date, the
 charge will be prorated from the Issue Date. In all subsequent years, it would
 be prorated from the last anniversary of the Issue Date.

                                      E-2



 We first deduct the amount of the charge pro-rata from the Account Value in
 the variable investment options. We only deduct the charge pro-rata from the
 Fixed Allocations to the extent there is insufficient Account Value in the
 variable investment options to pay the charge. If your Annuity's Account Value
 is insufficient to pay the charge, we may deduct your remaining Account Value
 and terminate your Annuity. We will notify you if your Account Value is
 insufficient to pay the charge and allow you to submit an additional Purchase
 Payment to continue your Annuity.

 Please refer to the section entitled "Tax Considerations" for additional
 considerations in relation to the optional Death Benefit.

 ADDITIONAL CALCULATIONS

 Examples of Enhanced Beneficiary Protection Optional Death Benefit Calculation
 The following are examples of how the Enhanced Beneficiary Protection Optional
 Death Benefit is calculated. Each example assumes that a $50,000 initial
 Purchase Payment is made and that no withdrawals are made prior to the Owner's
 death. Each example assumes that there is one Owner who is age 50 on the Issue
 Date and that all Account Value is maintained in the variable investment
 options.

      NOTE: The examples below do not include Credits which may be recovered by
      American Skandia under certain circumstances.

 Example with market increase
 Assume that the Owner's Account Value has been increasing due to positive
 market performance. On the date we receive due proof of death, the Account
 Value is $75,000. The basic Death Benefit is calculated as Purchase Payments
 minus proportional withdrawals, or Account Value less the amount of any
 Credits applied within 12-months prior to the date of death, whichever is
 greater. Therefore, the basic Death Benefit is equal to $75,000. The Enhanced
 Beneficiary Protection Optional Death Benefit is equal to the amount payable
 under the basic Death Benefit ($75,000) PLUS 50% of the "Death Benefit Amount"
 less Purchase Payments reduced by proportional withdrawals.


                                                                         
Purchase Payments                                                             =$50,000
Account Value                                                                 =$75,000
Basic Death Benefit                                                           =$75,000
Death Benefit Amount                                                          =$75,000 - $50,000 = $25,000
Amount Payable Under Enhanced Beneficiary Protection Optional Death Benefit
                                                                              =$75,000 + $12,500 = $87,500


 Examples with market decline
 Assume that the Owner's Account Value has been decreasing due to declines in
 market performance. On the date we receive due proof of death, the Account
 Value is $45,000. The basic Death Benefit is calculated as Purchase Payments
 minus proportional withdrawals, or Account Value less the amount of any
 Credits applied within 12-months prior to the date of death, whichever is
 greater. Therefore, the basic Death Benefit is equal to $50,000. The Enhanced
 Beneficiary Protection Optional Death Benefit is equal to the amount payable
 under the basic Death Benefit ($50,000) PLUS 50% of the "Death Benefit Amount"
 less Purchase Payments reduced by proportional withdrawals.


                                                 
                Purchase Payments                     =$50,000
                Account Value                         =$40,000
                Basic Death Benefit                   =$50,000
                Death Benefit Amount                  =$50,000 - $50,000 = $0
                Amount Payable Under Enhanced Beneficiary Protection Optional Death Benefit
                                                      =$50,000 + $0 = $50,000


 In this example you would receive no additional benefit from purchasing the
 Enhanced Beneficiary Protection Optional Death Benefit.

 Examples of Guaranteed Minimum Death Benefit Calculation
 The following are examples of how the Guaranteed Minimum Death Benefit is
 calculated. Each example assumes that a $50,000 initial Purchase Payment is
 made and that no withdrawals are made prior to the Owner's death. Each example
 assumes that there is one Owner who is age 50 on the Issue Date and that all
 Account Value is maintained in the variable investment options.

      NOTE: The examples below do not include Credits which may be recovered by
      American Skandia under certain circumstances.

                                      E-3



 Example of market increase
 Assume that the Owner's Account Value has generally been increasing due to
 positive market performance. On the date we receive due proof of death, the
 Account Value is $90,000. The Highest Anniversary Value at the end of any
 previous period is $72,000. The Death Benefit would be the Account Value
 ($90,000) because it is greater than the Highest Anniversary Value ($72,000)
 or the sum of prior Purchase Payments increased by 5.0% annually ($73,872.77).

 Example of market decrease
 Assume that the Owner's Account Value generally increased until the fifth
 anniversary but generally has been decreasing since the fifth contract
 anniversary. On the date we receive due proof of death, the Account Value is
 $48,000. The Highest Anniversary Value at the end of any previous period is
 $54,000. The Death Benefit would be the sum of prior Purchase Payments
 increased by 5.0% annually ($73,872.77) because it is greater than the Highest
 Anniversary Value ($54,000) or the Account Value ($48,000).

 Example of market increase followed by decrease
 Assume that the Owner's Account Value increased significantly during the first
 six years following the Issue Date. On the sixth anniversary date the Account
 Value is $90,000. During the seventh Annuity Year, the Account Value increases
 to as high as $100,000 but then subsequently falls to $80,000 on the date we
 receive due proof of death. The Death Benefit would be the Highest Anniversary
 Value at the end of any previous period ($90,000), which occurred on the sixth
 anniversary, although the Account Value was higher during the subsequent
 period. The Account Value on the date we receive due proof of death ($80,000)
 is lower, as is the sum of all prior Purchase Payments increased by 5.0%
 annually ($73,872.77).

                                      E-4



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

 American Skandia Life Assurance Corporation offers several deferred variable
 annuity products. Each annuity has different features and benefits that may be
 appropriate for you based on your individual financial situation and how you
 intend to use the annuity. Not all of these annuities may be available to you,
 depending on your state of residence and/or the broker-dealer through which
 your annuity was sold. You can verify which of these annuities is available to
 you by speaking to your Financial Professional or calling 1-800-752-6342.

 The different features and benefits may include variations on your ability to
 access funds in your annuity without the imposition of a withdrawal charge as
 well as different ongoing fees and charges you pay to stay in the contract.
 Additionally, differences may exist on various optional benefits such as
 guaranteed living benefits or death benefit protection.

 Among the factors you should consider when choosing which annuity product may
 be most appropriate for your individual needs are the following:
..   Your age;
..   The amount of your investment and any planned future deposits into the
    annuity;
..   How long you intend to hold the annuity (also referred to as investment
    time horizon);

..   Your desire to make withdrawals from the annuity, and the timing thereof;

..   Your investment return objectives;

..   The effect of optional benefits that may be elected,
..   The value of being able to "lock-in" growth in your annuity after the
    initial withdrawal charge period for purposes of calculating the death
    benefit payable from the annuity; and

..   Your desire to minimize costs and/or maximize return associated with the
    annuity.


 The following chart outlines some of the different features for each actively
 sold American Skandia Annuity. The availability of optional features, such as
 those noted in the chart, may increase the cost of the annuity. Therefore you
 should carefully consider which features you plan to use when selecting your
 annuity. You should also consider the investment objectives, risks, charges
 and expenses of an investment carefully before investing.


 In addition, the hypothetical illustrations below reflect the account value
 and surrender value of each variable annuity over a variety of holding
 periods. These charts are meant to reflect how your annuities can grow or
 decrease depending on market conditions and the comparable value of each of
 the annuities (which reflects the charges associated with the annuities) under
 the assumptions noted.


 American Skandia Annuity Product Comparison Below is a summary of American
 Skandia's actively sold annuity products. ASL II refers to American Skandia
 Lifevest(R) II, APEX II refers to American Skandia APEX(R) II, ASAP III refers
 to American Skandia Advisor Plan/SM/ III, and XTra Credit SIX refers to
 American Skandia XTra Credit/SM/ SIX. You should consider the investment
 objectives, risks, charges and expenses of an investment in any Annuity
 carefully before investing. The prospectus for the Annuities as well as the
 underlying portfolio prospectuses contain this and other information about the
 variable annuities and underlying investment options. Your registered
 Financial Professional can provide you with prospectuses for the Annuities and
 the underlying portfolios and can guide you through Selecting the Variable
 Annuity That's Right for you, and help you decide upon the Annuity that would
 be most advantageous for you given your individual needs. Please read the
 prospectuses carefully before investing.


                                      F-1






- ----------------------------------------------------------------------------------------------------------
                              ASL II              APEX II              ASAP III         XTra Credit SIX
                                                                          
- ----------------------------------------------------------------------------------------------------------
Minimum Investment      $15,000             $10,000              $1,000               $10,000
- ----------------------------------------------------------------------------------------------------------
Maximum Issue Age       No Maximum          85                   80                   75
                        Age
- ----------------------------------------------------------------------------------------------------------
Contingent Deferred     None                4 Years              8 Years              10 Years
 Sales Charge                               (8.5%, 8%, 7%,       (7.5%, 7%, 6.5%,     (9%, 9%, 8%, 7%,
 Schedule                                   6%)                  6%, 5%, 4%, 3%,      6%, 5%, 4%, 3%,
                                                                 2%)                  2%, 1%)
- ----------------------------------------------------------------------------------------------------------
Insurance and           1.65%               1.65%                1.25% years 1-8;     1.65% years 1-10;
 Distribution Charge                                             0.65% years 9+       0.65% years 11+
- ----------------------------------------------------------------------------------------------------------
Annual Maintenance      Lesser of $35 or    Lesser of $35 or     Lesser of $35 or     Lesser of $35 or
 Fee                    2% of Account       2% of Account        2% of Account        2% of Account
                        Value*              Value*               Value*               Value
- ----------------------------------------------------------------------------------------------------------
Contract Credit         No                  Yes. Generally,      Yes. Generally,      Yes. The amount
                                            we apply a           we apply a           of the credit
                                            Loyalty Credit to    Loyalty Credit to    applied to a
                                            your Annuity's       your Annuity's       Purchase Payment
                                            Account Value at     Account Value at     is based on the
                                            the end of your      the end of your      year the Purchase
                                            fifth contract year  fifth contract year  Payment is
                                            (i.e., on your fifth (i.e., on your fifth received, for the
                                            Contract             Contract             first 6 years of the
                                            Anniversary). The    Anniversary). The    contract as
                                            Loyalty Credit is    Loyalty Credit is    follows:
                                            equal to 2.75% of    equal to 0.50% of    the credit
                                            total Purchase       total Purchase       percentages for
                                            Payments made        Payments made        each year, starting
                                            during the first     during the first     with the first, are
                                            four contract        four contract        6.50%, 5.00%,
                                            years less the       years less the       4.00%, 3.00%,
                                            cumulative           cumulative           2.00%, and
                                            amount of            amount of            1.00%.
                                            withdrawals made     withdrawals made     Recaptured in
                                            (including the       (including the       certain
                                            deduction of any     deduction of any     circumstances
                                            CDSC amounts)        CDSC amounts)
                                            through the fifth    through the fifth
                                            Contract             Contract
                                            Anniversary          Anniversary
- ----------------------------------------------------------------------------------------------------------
Fixed Allocation (early Fixed Allocation    Fixed Allocation     Fixed Allocation     Fixed Allocation
 withdrawals are        Available           Available            Available            Available
 subject to a Market    (currently offering (currently offering  (currently offering  (currently offering
 Value Adjustment)      durations of:       durations of:        durations of:        durations of:
                        1,2,3,5,7,10 years) 1,2,3,5,7,10 years)  1,2,3,5,7,10 years)  1,2,3,5,7,10 years)
- ----------------------------------------------------------------------------------------------------------
Variable Investment     See "Investment     See "Investment      See "Investment      See "Investment
 Options                Options" section    Options" section     Options" section     Options" section
                        of Prospectus. Not  of Prospectus. Not   of Prospectus. Not   of Prospectus. Not
                        all options         all options          all options          all options
                        available with      available with       available with       available with
                        certain optional    certain optional     certain optional     certain optional
                        benefits.           benefits.            benefits.            benefits.



                                      F-2






- --------------------------------------------------------------------------------------------------
                             ASL II            APEX II            ASAP III       XTra Credit SIX
                                                                    
- --------------------------------------------------------------------------------------------------
Basic Death Benefit     Prior to age 85:  The greater of:    The greater of:    The greater of:
                        The greater of:   Purchase           Purchase           Purchase
                        Purchase          Payments less      Payments less      Payments less
                        Payments less     proportional       proportional       proportional
                        proportional      withdrawals or     withdrawals or     withdrawals or
                        withdrawals or    account value (no  account value (no  account value (no
                        account value (no MVA Applied).      MVA Applied).      MVA Applied)
                        MVA Applied).                                           less an amount
                        On or after age                                         equal to the
                        85: account value                                       credits applied
                                                                                within the 12
                                                                                months prior to
                                                                                date of death.
- --------------------------------------------------------------------------------------------------
Optional Death Benefits Enhanced          EBP II,            EBP II,            EBP II,
 (for an additional     Beneficiary       HDV,               HDV,               HDV,
 cost)/1/               Protection        HAV,               HAV,               HAV,
                        (EBPII)           Combo 5% Roll-     Combo 5% Roll-     Combo 5% Roll-
                        Highest Daily     up /HAV            up/HAV             up /HAV
                        Value (HDV)
                        Highest
                        Anniversary
                        Value (HAV)
                        Combo 5% Roll
                        Up/HAV
- --------------------------------------------------------------------------------------------------
Living Benefits (for an GRO/ GRO Plus,    GRO/ GRO Plus,     GRO/ GRO Plus,     GRO/ GRO Plus,
 additional cost)/2/    Guaranteed        GMWB,              GMWB,              GMWB,
                        Minimum           GMIB,              GMIB,              GMIB,
                        Withdrawal        Lifetime Five,     Lifetime Five,     Lifetime Five,
                        Benefit (GMWB),   Spousal Lifetime   Spousal Lifetime   Spousal Lifetime
                        Guaranteed        Five               Five               Five
                        Minimum Income    Highest Daily      Highest Daily      Highest Daily
                        Benefit (GMIB),   Lifetime Five      Lifetime Five      Lifetime Five
                        Lifetime Five,
                        Spousal Lifetime
                        Five
                        Highest Daily
                        Lifetime Five
- --------------------------------------------------------------------------------------------------
Annuity Rewards/3/      Not Available     Available after    Available after    Available after
                                          initial withdrawal initial withdrawal initial withdrawal
                                          period             period             period



 HYPOTHETICAL ILLUSTRATION

 The following examples outline the value of each annuity as well as the amount
 that would be available to an investor as a result of full surrender at the
 end of each of the Annuity years specified. The values shown below are based
 on the following assumptions:

 An initial investment of $100,000 is made into each Annuity earning a gross
 rate of return of 0% and 6% respectively.

..   No subsequent deposits or withdrawals are made from the Annuity.
..   The hypothetical gross rates of return are reduced by the arithmetic
    average of the fees and expenses of the underlying portfolios and the
    charges that are deducted from the Annuity at the Separate Account level as
    follows/4:/

..   1.34% based on the fees and expenses of the underlying portfolios as of
    December 31, 2006. The arithmetic average of all fund expenses is computed
    by adding portfolio management fees, 12b-1 fees and other expenses of all
    of the underlying portfolios and then dividing by the number of portfolios.
    For purposes of the illustrations, we do not reflect any expense
    reimbursements or expense waivers that might apply and are described in the
    prospectus fee table.

..   The Separate Account level charges include the Insurance Charge and
    Distribution Charge (as applicable).

..   The Account Value and Surrender Value are further reduced by the annual
    maintenance fee. For XTra Credit SIX, APEX II, and ASAP III, the Account
    Value and Surrender Value also reflect the addition of any applicable
    credits.


                                      F-3




 The Account Value assumes no surrender, while the Surrender Value assumes a
 100% surrender two days prior to the anniversary of the Issue Date of the
 Annuity ("Annuity Anniversary"), therefore reflecting the withdrawal charge
 applicable to that Annuity year. Note that a withdrawal on the Annuity
 Anniversary would be subject to the withdrawal charge applicable to the next
 Annuity year, which usually is lower. The values that you actually experience
 under an Annuity will be different than what is depicted here if any of the
 assumptions we make here differ from your circumstances, however the relative
 values for each Annuity reflected below will remain the same. (We will provide
 you with a personalized illustration upon request). Shaded cells represent the
 product with the highest customer Surrender Value for the Annuity year.
 Multiple shaded cells represent a tie between two or more annuities.

 0% Gross Rate of Return





    -----------------------------------------------------------------------------------------
             APEX II             ASAP III            Xtra Credit SIX            ASL II
    ---------------------------------------------
                                                 --------------------------------------------
       Net rate of return     Net rate of return    Net rate of return    Net rate of return
    -----------------------------------------------------------------------------------------
    All years     -2.97%      Yrs 1-8    -2.57%  Yrs 1-10     -2.97%      All years  -2.97%
    -----------------------------------------------------------------------------------------
                               Yrs 9+    -1.98%  Yrs 11+      -1.98%
    -----------------------------------------------------------------------------------------
    Contract                  Contract    Surr   Contract                 Contract  Surrender
      Value   Surrender Value  Value     Value    Value   Surrender Value   Value     Value
                                                            
- ---------------------------------------------------------------------------------------------
 1   97,040       88,540       97,434    88,934  103,348      94,348       97,040    97,040
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
 2   94,126       86,126       94,892    87,892  100,247      91,247       94,126    94,126
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
 3   91,299       84,299       92,416    85,916   97,237      89,237       91,299    91,299
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
 4   88,555       82,555       90,004    84,004   94,317      87,317       88,555    88,555
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
 5   85,893       85,893       87,654    82,654   91,484      85,484       85,893    85,893
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
 6   85,978       85,978       85,852    81,852   88,735      83,735       83,310    83,310
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
 7   83,393       83,393       83,608    80,608   86,068      82,068       80,803    80,803
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
 8   80,884       80,884       81,423    79,423   83,479      80,479       78,371    78,371
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
 9   78,449       78,449       79,774    79,774   80,968      78,968       76,011    76,011
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
 10  76,087       76,087       78,159    78,159   78,531      77,531       73,721    73,721
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
 11  73,795       73,795       76,576    76,576   76,938      76,938       71,499    71,499
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
 12  71,571       71,571       75,025    75,025   75,380      75,380       69,343    69,343
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
 13  69,412       69,412       73,504    73,504   73,852      73,852       67,251    67,251
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
 14  67,318       67,318       72,013    72,013   72,354      72,354       65,221    65,221
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
 15  65,287       65,287       70,552    70,552   70,887      70,887       63,252    63,252
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
 16  63,315       63,315       69,120    69,120   69,448      69,448       61,341    61,341
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
 17  61,402       61,402       67,716    67,716   68,037      68,037       59,486    59,486
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
 18  59,546       59,546       66,340    66,340   66,655      66,655       57,687    57,687
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
 19  57,744       57,744       64,992    64,992   65,300      65,300       55,941    55,941
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
 20  55,997       55,997       63,670    63,670   63,972      63,972       54,246    54,246
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
 21  54,301       54,301       62,374    62,374   62,670      62,670       52,602    52,602
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
 22  52,655       52,655       61,104    61,104   61,394      61,394       51,007    51,007
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
 23  51,058       51,058       59,859    59,859   60,144      60,144       49,459    49,459
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
 24  49,509       49,509       58,638    58,638   58,918      58,918       47,958    47,958
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
 25  48,006       48,006       57,442    57,442   57,716      57,716       46,500    46,500
- ---------------------------------------------------------------------------------------------




 Assumptions:

 a. $100,000 initial investment

 b. Fund Expenses = 1.34%

 c. No optional death benefits or living benefits elected

 d. Annuity was issued on or after November 20, 2006

 e. Surrender value assumes surrender 2 days prior to Annuity anniversary


                                      F-4




 6% Gross Rate of Return





    ---------------------------------------------------------------------------
         APEX II            ASAP III       Xtra Credit SIX         ASL II
    ---------------------------------------------------------------------------
                       Net rate of return Net rate of return
    Net rate of return Yrs 1-8      3.27% Yrs 1-10     2.85% Net rate of return
    All years    2.85% Yrs 9+       3.90% Yrs 11+      3.90% All years    2.85%
    ---------------------------------------------------------------------------
    Contract Surrender Contract Surrender Contract Surrender Contract Surrender
     Value     Value    Value     Value    Value     Value    Value     Value
                                              
- -------------------------------------------------------------------------------
 1  102,846    94,346  103,263    94,763  109,531   100,531  102,846   102,846
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 2  105,781    97,781  106,642    99,642  112,621   103,621  105,781   105,781
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 3  108,800   101,800  110,132   103,632  115,799   107,799  108,800   108,800
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 4  111,906   105,906  113,736   107,736  119,068   112,068  111,906   111,906
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 5  115,099   115,099  117,458   112,458  122,431   116,431  115,099   115,099
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 6  121,213   121,213  121,818   117,818  125,889   120,889  118,384   118,384
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 7  124,672   124,672  125,804   122,804  129,446   125,446  121,763   121,763
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 8  128,230   128,230  129,921   127,921  133,104   130,104  125,238   125,238
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 9  131,890   131,890  134,985   134,985  136,867   134,867  128,813   128,813
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 10 135,654   135,654  140,250   140,250  140,737   139,737  132,489   132,489
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 11 139,526   139,526  145,719   145,719  146,185   146,185  136,270   136,270
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 12 143,508   143,508  151,402   151,402  151,850   151,850  140,160   140,160
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 13 147,604   147,604  157,306   157,306  157,736   157,736  144,160   144,160
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 14 151,816   151,816  163,441   163,441  163,851   163,851  148,274   148,274
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 15 156,149   156,149  169,815   169,815  170,204   170,204  152,506   152,506
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 16 160,606   160,606  176,437   176,437  176,805   176,805  156,858   156,858
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 17 165,190   165,190  183,318   183,318  183,664   183,664  161,335   161,335
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 18 169,904   169,904  190,467   190,467  190,790   190,790  165,940   165,940
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 19 174,753   174,753  197,895   197,895  198,195   198,195  170,676   170,676
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 20 179,741   179,741  205,613   205,613  205,888   205,888  175,547   175,547
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 21 184,871   184,871  213,631   213,631  213,880   213,880  180,557   180,557
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 22 190,147   190,147  221,963   221,963  222,185   222,185  185,710   185,710
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 23 195,574   195,574  230,619   230,619  230,814   230,814  191,011   191,011
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 24 201,156   201,156  239,612   239,612  239,779   239,779  196,462   196,462
- -------------------------------------------------------------------------------
 25 206,897   206,897  248,957   248,957  249,093   249,093  202,069   202,069
- -------------------------------------------------------------------------------




 Assumptions:

 a. $100,000 initial investment

 b. Fund Expenses = 1.34%

 c. No optional death benefits or living benefits elected

 d. Annuity was issued on or after November 20, 2006

 e. Surrender value assumes surrender 2 days prior to Annuity anniversary


 In addition, the following charts indicate the days (measured from the Issue
 Date) in which each annuity product would have the highest Surrender Value
 amongst the products listed given the above assumptions.

 0% Gross Rate of Return




                      Over 30 Years, days won Year    Actual Days
                            Total Days
             ------------------------------------------------------
                                           
             APEX II           1459             4        1460
                                                5      1461-1824
                                               6-8     1826-2919
             ------------------------------------------------------
             ASAP III          623              9      2943-3284
                                               10      3369-3649
             ------------------------------------------------------
               XT6             7409             5        1825
                                                8        2920
                                                9   2921-2942, 3285
                                               10   3286-3368, 3650
                                              11-30   3651-10950
             ------------------------------------------------------
              ASL II           1824            1-5      1-1824
             ------------------------------------------------------





                                      F-5




 Gross Return      6.00%





                      Over 30 Years, days won Year    Actual Days
                            Total Days
             ------------------------------------------------------
                                           
             APEX II           364              6      1826-2189
             ------------------------------------------------------
             ASAP III          534              9      3252-3284
                                               10      3515-3649
                                               29        10585
                                               30     10586-10950
             ------------------------------------------------------
               XT6             8892            4-5     1161-1825
                                                6        2190
                                               7-9     2191-3251
                                                9        3285
                                               10   3286-3514, 3650
                                              11-29   3651-10584
             ------------------------------------------------------
              ASL II           1160            1-4      1-1160
             ------------------------------------------------------



 Days listed assume 365 days per year and do not account for Leap Years.

 *  Annual Maintenance Fee is waived for account values of $100,000 or more.
 1) For more information on these benefits, refer to the "Death Benefit"
    section in the Prospectus.
 2) For more information on these benefits, refer to the "Living Benefit
    Programs" section in the Prospectus.
 3) The Annuity Rewards benefit offers Owners an ability to increase the
    guaranteed death benefit so that the death benefit will at least equal the
    Annuity's account value on the effective date of the Annuity Rewards
    benefits, if the terms of the Annuity Rewards benefit are met.

 4) These reductions result in hypothetical net rates of return corresponding
    to the 0% and 6% gross rates of return, respectively as follows: ASLII
    -2.97% and 2.85%; APEX II -2.97% and 2.85%; ASAP III -2.57% and 3.27% in
    years 1-8 and -1.98% and 3.90% in years 9+, XTra Credit SIX -2.97% and
    2.85% in years 1-10 and -1.98% and 3.90% in years 11+.


                                      F-6




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

 We set out below the current formula under which we may transfer amounts
 between the variable investment options and the Benefit Fixed Rate Account.
 Upon your election of Highest Daily Lifetime Five, we will not alter the asset
 transfer formula that applies to your Annuity. However, as discussed in the
 "Living Benefits" section, we reserve the right to modify this formula with
 respect to those who elect Highest Daily Lifetime Five in the future.

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

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

  .   C\\l\\ - the lower target is established on the Effective Date and is not
      changed for the life of the guarantee. Currently, it is 77%.

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

  .   r - the target ratio.

  .   a - the factors used in calculating the target value. These factors are
      established on the Effective Date and are not changed for the life of the
      guarantee. The factors that we use currently are derived from the a2000
      Individual Annuity Mortality Table with an assumed interest rate of 3%.
      Each number in the table "a" factors (which appears below) represents a
      factor, which when multiplied by the Highest Daily Annual Income Amount,
      projects our total liability for the purpose of asset transfers under the
      guarantee.

  .   Q - age based factors used in calculating the target value. These factors
      are established on the Effective Date and are not changed for the life of
      the guarantee. The factor is currently set equal to 1.

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

  .   F - the total value of all Benefit Fixed Rate Account allocations.

  .   I - the income value prior to the first withdrawal. The income value is
      equal to what the Highest Daily Annual Income Amount would be if the
      first withdrawal were taken on the date of calculation. After the first
      withdrawal the income value equals the greater of the Highest Daily
      Annual Income Amount, the quarterly step-up amount times the annual
      income percentage, and the Account Value times the annual income
      percentage.

  .   T - the amount of a transfer into or out of the Benefit Fixed Rate
      Account.

  .   I% - annual income amount percentage. This factor is established on the
      Effective Date and is not changed for the life of the guarantee.
      Currently, this percentage is equal to 5%

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

                                 L = I * Q * a

 Transfer Calculation:
 The following formula, which is set on the Effective Date and is not changed
 for the life of the guarantee, determines when a transfer is required:




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




      .   If r (greater than) C\\u,\\ assets in the Permitted Sub-accounts are
          transferred to Benefit Fixed Rate Account.

      .   If r (less than) C\\l,\\ and there are currently assets in the
          Benefit Fixed Rate Account (F (greater than) 0), assets in the
          Benefit Fixed Rate Account are transferred to the Permitted
          Sub-accounts.


                                      G-1




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




                                               
T = {Min(V, [L - F - V * C\\t\\] / (1 - C\\t\\))} T(greater than)0, Money moving from the Permitted Sub-accounts to the
                                                  Benefit Fixed Rate Account
T = {Min(F, [L - F - V * C\\t\\] / (1 - C\\t\\))} T(less than)0, Money moving from the Benefit Fixed Rate Account
                                                  to the Permitted Sub-accounts]




 Example:
 Male age 65 contributes $100,000 into the Permitted Sub accounts and the value
 drops to $92,300 during year one, end of day one. A table of values for "a"
 appears below.

 Target Value Calculation:




                           
                          L     =I * Q * a
                                =5000.67 * 1 * 15.34
                                =76,710.28




 Target Ratio:




                       
                      r     =(L - F) / V
                            =(76,710.28 - 0) / 92,300.00
                            =83.11%




 Since r (greater than) Cu ( because 83.11% (greater than) 83%) a transfer into
 the Benefit Fixed rate Account occurs.




  
 T     ={ Min ( V, [ L - F - V * Ct] / ( 1 - Ct))}
       ={ Min ( 92,300.00, [ 76,710.28 - 0 - 92,300.00 * 0.80] / ( 1 - 0.80))}
       ={ Min ( 92,300.00, 14,351.40 )}
       =14,351.40



                                      G-2




                 Age 65 "a" Factors for Liability Calculations
              (in Years and Months since Benefit Effective Date)*





       Months
 Years   1      2     3     4     5     6     7     8     9    10    11    12
 ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
                                      
  1... 15.34  15.31 15.27 15.23 15.20 15.16 15.13 15.09 15.05 15.02 14.98 14.95
  2... 14.91  14.87 14.84 14.80 14.76 14.73 14.69 14.66 14.62 14.58 14.55 14.51
  3... 14.47  14.44 14.40 14.36 14.33 14.29 14.26 14.22 14.18 14.15 14.11 14.07
  4... 14.04  14.00 13.96 13.93 13.89 13.85 13.82 13.78 13.74 13.71 13.67 13.63
  5... 13.60  13.56 13.52 13.48 13.45 13.41 13.37 13.34 13.30 13.26 13.23 13.19
  6... 13.15  13.12 13.08 13.04 13.00 12.97 12.93 12.89 12.86 12.82 12.78 12.75
  7... 12.71  12.67 12.63 12.60 12.56 12.52 12.49 12.45 12.41 12.38 12.34 12.30
  8... 12.26  12.23 12.19 12.15 12.12 12.08 12.04 12.01 11.97 11.93 11.90 11.86
  9... 11.82  11.78 11.75 11.71 11.67 11.64 11.60 11.56 11.53 11.49 11.45 11.42
  10.. 11.38  11.34 11.31 11.27 11.23 11.20 11.16 11.12 11.09 11.05 11.01 10.98
  11.. 10.94  10.90 10.87 10.83 10.79 10.76 10.72 10.69 10.65 10.61 10.58 10.54
  12.. 10.50  10.47 10.43 10.40 10.36 10.32 10.29 10.25 10.21 10.18 10.14 10.11
  13.. 10.07  10.04 10.00  9.96  9.93  9.89  9.86  9.82  9.79  9.75  9.71  9.68
  14..  9.64   9.61  9.57  9.54  9.50  9.47  9.43  9.40  9.36  9.33  9.29  9.26
  15..  9.22   9.19  9.15  9.12  9.08  9.05  9.02  8.98  8.95  8.91  8.88  8.84
  16..  8.81   8.77  8.74  8.71  8.67  8.64  8.60  8.57  8.54  8.50  8.47  8.44
  17..  8.40   8.37  8.34  8.30  8.27  8.24  8.20  8.17  8.14  8.10  8.07  8.04
  18..  8.00   7.97  7.94  7.91  7.88  7.84  7.81  7.78  7.75  7.71  7.68  7.65
  19..  7.62   7.59  7.55  7.52  7.49  7.46  7.43  7.40  7.37  7.33  7.30  7.27
  20..  7.24   7.21  7.18  7.15  7.12  7.09  7.06  7.03  7.00  6.97  6.94  6.91
  21..  6.88   6.85  6.82  6.79  6.76  6.73  6.70  6.67  6.64  6.61  6.58  6.55
  22..  6.52   6.50  6.47  6.44  6.41  6.38  6.36  6.33  6.30  6.27  6.24  6.22
  23..  6.19   6.16  6.13  6.11  6.08  6.05  6.03  6.00  5.97  5.94  5.92  5.89
  24..  5.86   5.84  5.81  5.79  5.76  5.74  5.71  5.69  5.66  5.63  5.61  5.58
  25..  5.56   5.53  5.51  5.48  5.46  5.44  5.41  5.39  5.36  5.34  5.32  5.29
  26..  5.27   5.24  5.22  5.20  5.18  5.15  5.13  5.11  5.08  5.06  5.04  5.01
  27..  4.99   4.97  4.95  4.93  4.91  4.88  4.86  4.84  4.82  4.80  4.78  4.75
  28..  4.73   4.71  4.69  4.67  4.65  4.63  4.61  4.59  4.57  4.55  4.53  4.51
  29..  4.49   4.47  4.45  4.43  4.41  4.39  4.37  4.35  4.33  4.32  4.30  4.28
  30..  4.26   4.24  4.22  4.20  4.18  4.17  4.15  4.13  4.11  4.09  4.07  4.06
  31..  4.04   4.02  4.00  3.98  3.97  3.95  3.93  3.91  3.90  3.88  3.86  3.84
  32..  3.83   3.81  3.79  3.78  3.76  3.74  3.72  3.71  3.69  3.67  3.66  3.64
  33..  3.62   3.61  3.59  3.57  3.55  3.54  3.52  3.50  3.49  3.47  3.45  3.44
  34..  3.42   3.40  3.39  3.37  3.35  3.34  3.32  3.30  3.29  3.27  3.25  3.24
  35..  3.22   3.20  3.18  3.17  3.15  3.13  3.12  3.10  3.08  3.07  3.05  3.03
  36..  3.02   3.00  2.98  2.96  2.95  2.93  2.91  2.90  2.88  2.86  2.85  2.83
  37..  2.81   2.79  2.78  2.76  2.74  2.73  2.71  2.69  2.68  2.66  2.64  2.62
  38..  2.61   2.59  2.57  2.56  2.54  2.52  2.51  2.49  2.47  2.45  2.44  2.42
  39..  2.40   2.39  2.37  2.35  2.34  2.32  2.30  2.29  2.27  2.25  2.24  2.22
  40..  2.20   2.19  2.17  2.15  2.14  2.12  2.11  2.09  2.07  2.06  2.04  2.02
  41..  2.01   1.84  1.67  1.51  1.34  1.17  1.00  0.84  0.67  0.50  0.33  0.17




 *  The values set forth in this table are applied to all ages.


                                      G-3




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





- ----------------------------------------------------------------------------------------------------------
                                                                                       XTra Credit SIX
                         ASL II NY           APEX II NY            ASAP III NY               NY
                                                                        
- ----------------------------------------------------------------------------------------------------------
Minimum Investment  $15,000             $10,000               $1,000                $10,000
- ----------------------------------------------------------------------------------------------------------
Maximum Issue Age   Annuitant 85;       Annuitant 85          Annuitant 85          Annuitant 85
                    Owner None          Oldest Owner 85       Oldest Owner 80       Oldest Owner 75
- ----------------------------------------------------------------------------------------------------------
Contingent Deferred None                4 Years               7 Years               10Years
Sales Charge                            (7%, 6%, 5%, 4%)      (7%, 6%, 5%, 4%,      (9%, 9%, 8%, 7%,
Schedule                                (Applied to Purchase  3%, 2%, 1%)           6%, 5%, 4%, 3%,
                                        Payments based on     (Applied to Purchase  2%, 1%)
                                        the inception date of Payments based on     (Applied to Purchase
                                        the Annuity)          the inception date of Payments based on
                                                              the Annuity)          the inception date of
                                                                                    the Annuity)
- ----------------------------------------------------------------------------------------------------------
Insurance Charge    1.65%               1.65%                 0.65%                 0.65%
- ----------------------------------------------------------------------------------------------------------
Distribution Charge N/A                 N/A                   0.60% annuity years   1.00% annuity years
                                                              1 - 7                 1 - 10
                                                              0.0% annuity years    0.00% annuity years
                                                              8+                    11+
- ----------------------------------------------------------------------------------------------------------
Annual Maintenance  Lesser of $30 or    Lesser of $30 or      Lesser of $30 or      Lesser of $30 or
Fee                 2% of Account       2% of Account         2% of Account         2% of Account
                    Value               Value                 Value                 Value
                    Waived for Account  Waived for Account    Waived for Account
                    Values exceeding    Values exceeding      Values exceeding
                    $100,000            $100,000              $100,000
- ----------------------------------------------------------------------------------------------------------
Transfer Fee        $10 after twenty in $10 after twenty      $10 after twenty      $10 after twenty
                    any annuity year.   in any annuity year.  in any annuity year.  in any annuity year
                    May be increased to                       May be increased to
                    $15 after eight in                        $15 after eight in
                    any annuity year                          any annuity year
- ----------------------------------------------------------------------------------------------------------
Contract Credit     No                  Yes. Effective for    Yes. Effective for    Yes The amount of
                                        Contracts issued on   Contracts issued on   the credit applied to
                                        or after June 20,     or after July 24,     a Purchase Payment
                                        2005. Generally we    2006. Generally we    is based on the year
                                        apply a Loyalty       apply a Loyalty       the Purchase
                                        Credit to your        Credit to your        Payment is received,
                                        Annuity's Account     Annuity's Account     for the first 6 years
                                        Value at the end of   Value at the end of   of the contract.
                                        your fifth contract   your fifth contract   Currently the credit
                                        year (i.e. on your    year (i.e. on your    percentages for each
                                        fifth Contract        fifth Contract        year starting with the
                                        Anniversary).         Anniversary).         first year are: 6.50%,
                                        Currently the         Currently the         5.00%, 4.00%,
                                        Loyalty Credit is     Loyalty Credit is     3.00%, 2.00%, and
                                        equal to 2.75% of     equal to 0.50% of     1.00%.
                                        total Purchase        total Purchase
                                        Payments made         Payments made
                                        during the first four during the first four
                                        contract years less   contract years less
                                        the cumulative        the cumulative
                                        amount of             amount of
                                        withdrawals made      withdrawals made
                                        (including the        (including the
                                        deduction of any      deduction of any
                                        CDSC amounts)         CDSC amounts)
                                        through the fifth     through the fifth
                                        Contract              Contract
                                        Anniversary           Anniversary.



                                      H-1






- ----------------------------------------------------------------------------------------------------------------------
                                                                                                   XTra Credit SIX
                              ASL II NY              APEX II NY              ASAP III NY                 NY
                                                                                   
- ----------------------------------------------------------------------------------------------------------------------
Fixed Allocation        Fixed Allocations      Fixed Allocations       Fixed Allocations       No
(If available, early    Available (Currently   Available (Currently    Available (Currently
 withdrawals are        offering durations of: offering durations of:  offering durations of:
 subject to a Market    5, 7, and 10 years)    5, 7, and 10 years)     2, 3, 5, 7, and 10
 Value Adjustment)      The MVA formula        The MVA formula         years) The MVA
 ("MVA")                for NY is [(1+I)/      for NY is [(1+I)/       formula for NY is
                        (1+J)] N/365           (1+J)] N/365            [(1+I)/(1+J)] N/365
                        The MVA formula        The MVA formula         The MVA formula
                        does not apply         does not apply          does not apply
                        during the 30 day      during the 30 day       during the 30 day
                        period immediately     period immediately      period immediately
                        before the end of the  before the end of the   before the end of the
                        Guarantee Period.      Guarantee Period.       Guarantee Period.
- ----------------------------------------------------------------------------------------------------------------------
Variable Investment     All options generally  All options generally   All options generally   All options generally
Options                 available except       available except        available except        available except
                        where restrictions     where restrictions      where restrictions      where restrictions
                        apply when certain     apply when certain      apply when certain      apply when certain
                        riders are purchased.  riders are purchased.   riders are purchased.   riders are purchased.
- ----------------------------------------------------------------------------------------------------------------------
Basic Death             Prior to age 85: The   The greater of:         The greater of:         The greater of:
Benefit                 greater of: Purchase   Purchase Payments       Purchase Payments       Purchase Payments
                        Payments less          less proportional       less proportional       less proportional
                        proportional           withdrawals or          withdrawals or          withdrawals or
                        withdrawals or         Account Value           Account Value           Account Value
                        Account Value          (variable) plus         (variable) plus         (variable) (No MVA
                        (variable) plus        Interim Value           Interim Value           applied) (No
                        Interim Value          (fixed). (No MVA        (fixed). (No MVA        recapture of credits
                        (fixed). (No MVA       applied)                applied)                applied within 12
                        applied)                                                               months prior to the
                        On or after age 85:                                                    date of death)
                        Account Value
                        (variable) plus
                        Interim Value (fixed)
                        (No MVA applied)
- ----------------------------------------------------------------------------------------------------------------------
Optional Death Benefits Highest Anniversary    HAV                     HAV                     HAV
 (for an additional     Value (HAV)
 cost) /(1)/
- ----------------------------------------------------------------------------------------------------------------------
Optional Living         GRO/GRO Plus           GRO/GRO Plus            GRO/GRO Plus            GRO/GRO Plus
 Benefits (for an       Guaranteed             GMWB,                   GMWB,                   GMWB,
 additional cost) /(2)/ Minimum                GMIB,                   GMIB,                   GMIB,
                        Withdrawal Benefit,    Lifetime Five,          Lifetime Five,          Lifetime Five,
                        (GMWB),                Spousal Lifetime        Spousal Lifetime        Spousal Lifetime
                        Guaranteed             Five                    Five                    Five
                        Minimum Income
                        Benefit (GMIB),
                        Lifetime Five,
                        Spousal Lifetime Five
- ----------------------------------------------------------------------------------------------------------------------
Annuity Rewards /(3)/   No                     Available after initial Available after initial Available after initial
                                               CDSC period             CDSC period             CDSC period



                                      H-2






- ---------------------------------------------------------------------------------------------------------
                                                                                       XTra Credit SIX
                           ASL II NY            APEX II NY          ASAP III NY              NY
                                                                         
- ---------------------------------------------------------------------------------------------------------
Annuitization Options Fixed option only    Fixed option only    Fixed option only    Fixed option only
                      Annuity date cannot  Annuity date cannot  Annuity date cannot  Annuity date cannot
                      exceed the first day exceed the first day exceed the first day exceed the first day
                      of the calendar      of the calendar      of the calendar      of the calendar
                      month following      month following      month following      month following
                      Annuitant's 90/th/   Annuitant's 90/th/   Annuitant's 90/th/   Annuitant's 90/th/
                      birthday. The        birthday. The        birthday. The        birthday. The
                      maximum Annuity      maximum Annuity      maximum Annuity      maximum Annuity
                      Date is based on the Date is based on the Date is based on the Date is based on the
                      first Owner or       first Owner or       first Owner or       first Owner or
                      Annuitant to reach   Annuitant to reach   Annuitant to reach   Annuitant to reach
                      the maximum age, as  the maximum age, as  the maximum age, as  the maximum age, as
                      indicated in your    indicated in your    indicated in your    indicated in your
                      Annuity.             Annuity.             Annuity.             Annuity.




 (1)For more information on these benefits, refer to the "Death Benefit"
    section in the Prospectus.
 (2)For more information on these benefits, refer to the "Living Benefit
    Programs" section in the Prospectus.
 (3)The Annuity rewards benefit offers Owners an ability to increase the
    guaranteed death benefit so that the death benefit will at least equal the
    Annuity's Account Value on the effective date of the Annuity Rewards
    benefits, if the terms of the Annuity Rewards benefit are met.

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


                                      H-3




            PLEASE SEND ME A STATEMENT OF ADDITIONAL INFORMATION THAT CONTAINS
            FURTHER DETAILS ABOUT THE AMERICAN SKANDIA ANNUITY DESCRIBED IN
            PROSPECTUS (PLEASE CHECK ONE)          ASAPIII-PROS (05/2007),
                     APEX2PROS (05/2007),         , ASL2PROS (05/2007),
                     XT6PROS (05/2007).


                      ------------------------
                               (print your name)

                      ------------------------
                                   (address)

                      ------------------------
                             (city/state/zip code)



 [LOGO]
 The Prudential Insurance Company of America
 751 Broad Street
 Newark, NJ 07102-3777



                                       
Variable Annuity Issued by:                        Variable Annuity Distributed by:

AMERICAN SKANDIA LIFE ASSURANCE                         AMERICAN SKANDIA MARKETING,
CORPORATION                                                            INCORPORATED
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.americanskandia.prudential.com http://www.americanskandia.prudential.com


                              MAILING ADDRESSES:

                     AMERICAN SKANDIA - VARIABLE ANNUITIES
                                 P.O. Box 7960
                            Philadelphia, PA 19176

                                 EXPRESS MAIL:
                     AMERICAN SKANDIA - VARIABLE ANNUITIES
                                2101 Welsh Road
                               Dresher, PA 19025



                                   PRSRT STD
                                 U.S. POSTAGE
                                     PAID
                                 LANCASTER, PA
                                PERMIT NO. 1793




                                    AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
 A Prudential Financial Company One Corporate Drive, Shelton, Connecticut 06484

 OPTIMUM/SM/
 OPTIMUM FOUR/SM/
 OPTIMUM PLUS/SM/

 Flexible Premium Deferred Annuities

 PROSPECTUS: MAY 1, 2007


 This prospectus describes three different flexible premium deferred annuities
 (the "Annuities" or the "Annuity") offered by American Skandia Life Assurance
 Corporation ("American Skandia", "we", "our", or "us") exclusively through
 Linsco/Private Ledger, Corp. Each Annuity may be offered as an individual
 annuity contract or as an interest in a group annuity. Each Annuity has

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


 THE SUB-ACCOUNTS

 Each Sub-account of American Skandia Life Assurance Corporation Variable
 Account B invests in an underlying mutual fund portfolio. Currently,
 portfolios of the following underlying mutual funds are being offered:
 Advanced Series Trust (formerly named American Skandia Trust) and Evergreen
 Variable Annuity Trust. See the following page for a complete list of
 Sub-accounts.


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

 AVAILABLE INFORMATION

 We have also filed a Statement of Additional Information that is available
 from us, without charge, upon your request. The contents of the Statement of
 Additional Information are described on page 92. 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 the prescribed rates from the SEC's Public
 Reference Section, 100 F Street N.E., Washington, D.C., 20549. (See SEC file
 number 333-96577 for Optimum, 333-71654 for Optimum Four and 333-71834 for
 Optimum Plus). These documents, as well as documents incorporated by
 reference, may also be obtained through the SEC's Internet Website
 (http://www.sec.gov) for this registration statement as well as for other
 registrants that file electronically with the SEC.


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

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

 OPTIMUM/SM/, OPTIMUM FOUR/SM/, OPTIMUM PLUS/SM/, ARE SERVICE MARKS OR
 REGISTERED TRADEMARKS OF LINSCO/PRIVATE LEDGER, CORP.
- --------------------------------------------------------------------------------

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




                           
Prospectus Dated: May 1, 2007 Statement of Additional Information Dated: May 1, 2007
OA074PROS - 0507                                                            LPLOASAI



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



                              INVESTMENT OPTIONS


 Advanced Series Trust:

   AST AllianceBernstein Core Value
   AST AllianceBernstein Growth & Income
   AST Federated Aggressive Growth
   AST Goldman Sachs Mid-Cap Growth

   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 Growth
   AST Money Market

   AST Neuberger Berman Mid-Cap Value

   AST Neuberger Berman Small-Cap Growth
   AST PIMCO Limited Maturity Bond
   AST PIMCO Total Return Bond
   AST Small-Cap Growth
   AST Small-Cap Value

   AST T. Rowe Price Global Bond
   AST T. Rowe Price Large-Cap Growth


 Evergreen Variable Annuity Trust:
   International Equity
   Omega



                                   CONTENTS



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

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

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

SUMMARY OF CONTRACT FEES AND CHARGES...................................................  5

EXPENSE EXAMPLES....................................................................... 10

INVESTMENT OPTIONS..................................................................... 12

 WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIO?..................... 12
 WHAT ARE THE FIXED ALLOCATIONS?....................................................... 16

FEES AND CHARGES....................................................................... 17

 WHAT ARE THE CONTRACT FEES AND CHARGES?............................................... 17
 WHAT CHARGES APPLY TO THE FIXED ALLOCATIONS?.......................................... 19
 WHAT CHARGES APPLY IF I CHOOSE AN ANNUITY PAYMENT OPTION?............................. 19
 EXCEPTIONS/REDUCTIONS TO FEES AND CHARGES............................................. 19

PURCHASING YOUR ANNUITY................................................................ 20

 WHAT ARE OUR REQUIREMENTS FOR PURCHASING ONE OF THE ANNUITIES?........................ 20

MANAGING YOUR ANNUITY.................................................................. 21

 MAY I CHANGE THE OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS?....................... 21
 MAY I RETURN MY ANNUITY IF I CHANGE MY MIND?.......................................... 21
 MAY I MAKE ADDITIONAL PURCHASE PAYMENTS?.............................................. 22
 MAY I MAKE SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT?.......................... 22
 MAY I MAKE PURCHASE PAYMENTS THROUGH A SALARY REDUCTION PROGRAM?...................... 22

MANAGING YOUR ACCOUNT VALUE............................................................ 23

 HOW AND WHEN ARE PURCHASE PAYMENTS INVESTED?.......................................... 23
 HOW DO I RECEIVE A LOYALTY CREDIT UNDER THE OPTIMUM AND OPTIMUM FOUR ANNUITIES?....... 23
 HOW ARE LOYALTY CREDITS APPLIED TO MY ACCOUNT VALUE UNDER THE OPTIMUM AND OPTIMUM FOUR
   ANNUITIES?.......................................................................... 23
 HOW DO I RECEIVE CREDITS UNDER THE OPTIMUM PLUS ANNUITY?.............................. 24
 HOW ARE CREDITS APPLIED TO ACCOUNT VALUE UNDER THE OPTIMUM PLUS ANNUITY?.............. 24
 ARE THERE RESTRICTIONS OR CHARGES ON TRANSFERS BETWEEN INVESTMENT OPTIONS?............ 25
 DO YOU OFFER DOLLAR COST AVERAGING?................................................... 26
 DO YOU OFFER ANY AUTOMATIC REBALANCING PROGRAMS?...................................... 27
 ARE ANY ASSET ALLOCATION PROGRAMS AVAILABLE?.......................................... 27
 DO YOU OFFER PROGRAMS DESIGNED TO GUARANTEE A "RETURN OF PREMIUM" AT A FUTURE DATE?... 28
 MAY I GIVE MY FINANCIAL PROFESSIONAL PERMISSION TO FORWARD TRANSACTION INSTRUCTIONS?.. 28
 MAY I AUTHORIZE MY THIRD PARTY INVESTMENT ADVISOR TO MANAGE MY ACCOUNT?............... 29
 HOW DO THE FIXED ALLOCATIONS WORK?.................................................... 29
 HOW DO YOU DETERMINE RATES FOR FIXED ALLOCATIONS?..................................... 30
 HOW DOES THE MARKET VALUE ADJUSTMENT WORK?............................................ 30
 WHAT HAPPENS WHEN MY GUARANTEE PERIOD MATURES?........................................ 31

ACCESS TO ACCOUNT VALUE................................................................ 32

 WHAT TYPES OF DISTRIBUTIONS ARE AVAILABLE TO ME?...................................... 32
 ARE THERE TAX IMPLICATIONS FOR DISTRIBUTIONS?......................................... 32
 CAN I WITHDRAW A PORTION OF MY ANNUITY?............................................... 32
 HOW MUCH CAN I WITHDRAW AS A FREE WITHDRAWAL?......................................... 32
 CAN I MAKE PERIODIC WITHDRAWALS FROM MY ANNUITY DURING THE ACCUMULATION PERIOD?....... 33
 DO YOU OFFER A PROGRAM FOR WITHDRAWALS UNDER SECTIONS 72(t) OF THE INTERNAL REVENUE
   CODE?............................................................................... 33
 WHAT ARE MINIMUM DISTRIBUTIONS AND WHEN WOULD I NEED TO MAKE THEM?.................... 33
 CAN I SURRENDER MY ANNUITY FOR ITS VALUE?............................................. 33
 WHAT IS A MEDICALLY-RELATED SURRENDER AND HOW DO I QUALIFY?........................... 34



                                      (i)





                                                                                    
 WHAT TYPES OF ANNUITY OPTIONS ARE AVAILABLE?.........................................  34
 HOW AND WHEN DO I CHOOSE THE ANNUITY PAYMENT OPTION?.................................  35
 HOW ARE ANNUITY PAYMENTS CALCULATED?.................................................  36

LIVING BENEFIT PROGRAMS...............................................................  37

 DO YOU OFFER PROGRAMS DESIGNED TO PROVIDE INVESTMENT PROTECTION FOR OWNERS WHILE THEY
   ARE ALIVE..........................................................................  37
 GUARANTEED RETURN OPTION PLUS/SM/ (GRO PLUS/SM/).....................................  37
 GUARANTEED RETURN OPTION (GRO).......................................................  41
 GUARANTEED MINIMUM WITHDRAWAL BENEFIT (GMWB).........................................  43
 GUARANTEED MINIMUM INCOME BENEFIT (GMIB).............................................  47
 LIFETIME FIVE/SM/ INCOME BENEFIT (LIFETIME FIVE).....................................  50
 SPOUSAL LIFETIME FIVE INCOME BENEFIT (SPOUSAL LIFETIME FIVE).........................  56
 HIGHEST DAILY LIFETIME FIVE/SM/ INCOME BENEFIT (HIGHEST DAILY LIFETIME FIVE).........  59

DEATH BENEFIT.........................................................................  67

 WHAT TRIGGERS THE PAYMENT OF A DEATH BENEFIT?........................................  67
 BASIC DEATH BENEFIT..................................................................  67
 OPTIONAL DEATH BENEFITS..............................................................  67
 AMERICAN SKANDIA'S ANNUITY REWARDS...................................................  71
 PAYMENT OF DEATH BENEFITS............................................................  73

VALUING YOUR INVESTMENT...............................................................  76

 HOW IS MY ACCOUNT VALUE DETERMINED?..................................................  76
 WHAT IS THE SURRENDER VALUE OF MY ANNUITY?...........................................  76
 HOW AND WHEN DO YOU VALUE THE SUB-ACCOUNTS?..........................................  76
 HOW DO YOU VALUE FIXED ALLOCATIONS?..................................................  76
 WHEN DO YOU PROCESS AND VALUE TRANSACTIONS?..........................................  76
 WHAT HAPPENS TO MY UNITS WHEN THERE IS A CHANGE IN DAILY ASSET-BASED CHARGES?........  77

TAX CONSIDERATIONS....................................................................  78

GENERAL INFORMATION...................................................................  86

 HOW WILL I RECEIVE STATEMENTS AND REPORTS?...........................................  86
 WHO IS AMERICAN SKANDIA?.............................................................  86
 WHAT ARE SEPARATE ACCOUNTS?..........................................................  86
 WHAT IS THE LEGAL STRUCTURE OF THE UNDERLYING FUNDS?.................................  87
 WHO DISTRIBUTES ANNUITIES OFFERED BY AMERICAN SKANDIA?...............................  88
 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE......................................  89
 FINANCIAL STATEMENTS.................................................................  89
 HOW TO CONTACT US....................................................................  90
 INDEMNIFICATION......................................................................  90
 LEGAL PROCEEDINGS....................................................................  90
 CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION..................................  91

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

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

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

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

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

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



                                     (ii)



                                 INTRODUCTION

 WHY WOULD I CHOOSE TO PURCHASE ONE OF THE ANNUITIES?

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


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

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

 WHAT ARE SOME OF THE KEY FEATURES OF THE ANNUITIES?

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

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

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


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


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

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

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

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

                                      1



 With Respect to Optimum Plus Only:

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


..   Please note that during the first 10 years, the total asset-based charges
    on the Optimum Plus Annuity are higher than many of our other annuities. In
    addition, the Contingent Deferred Sales Charge (CDSC) on the Optimum Plus
    Annuity is higher and is deducted for a longer period of time as compared
    to our other annuities. The Credit is included in your Account Value.
    However, American Skandia may take back all Credits if you return your
    Annuity under the "free look" provision. In addition, American Skandia may
    take back a Credit associated with any Purchase Payment if (a) the Credit
    was applied within twelve (12) months prior to the death of the Owner (or
    Annuitant if entity owned) or (b) the Credit was applied within 12 months
    prior to a request to surrender the Annuity under the medically-related
    surrender provision. If you qualify for the 6.5% Credit in the first year
    (for annuities issued on or after February 13, 2006), only 6% of that
    amount will be taken back upon death or medically-related surrender
    request, both as described above. However, we will take back the entire
    6.5% if you "free look" your Annuity.

..   In these situations, your Account Value could be substantially reduced. The
    amount we take back will equal the Credit, without adjustment up or down
    for investment performance. Therefore, any gain on the Credit will not be
    taken back. But if there was a loss on the Credit, the amount we take back
    will still equal that of the Credit. Additional conditions and restrictions
    apply. We do not deduct a CDSC in any situation where we take back the
    Credit.

..   If replacing an annuity, please consider all charges associated with that
    annuity. Purchase Credits applicable to bonus products should not be viewed
    as an offset of any surrender charge that applies to any Annuity you
    currently own. For more information on all available annuities, please see
    Appendix D of this prospectus.


 With Respect to Optimum Four Only:


..   This Annuity offers a Loyalty Credit which we add to your Account Value
    with respect to Purchase Payments that have been made during the first four
    Annuity Years less withdrawals through the fifth Annuity Anniversary,
    subject to our rules and state availability.


 With Respect to Optimum Only:


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


 HOW DO I PURCHASE ONE OF THE ANNUITIES?

 We sell each Annuity through licensed, registered Financial Professionals.
 Unless we agree otherwise and subject to our rules, each Annuity has minimum
 initial Purchase Payments as follows: $1,000 for Optimum, $10,000 for Optimum
 Plus and Optimum Four. We may allow you to make a lower initial Purchase
 Payment provided you establish an electronic funds transfer under which
 Purchase Payments received in the first Annuity Year total at least the
 minimum initial Purchase Payment for the Annuity purchased. Unless we agree
 otherwise and subject to our rules, if the Annuity is owned by an individual
 or individuals, the oldest of those Owners must not be older than a maximum
 issue age as of the Issue Date of the Annuity as follows: age 80 for Optimum,
 age 75 for Optimum Plus and age 85 for Optimum Four. If the Annuity is owned
 by an entity, the Annuitant must not be older than the maximum issue age, as
 of the Issue Date of the Annuity unless we agree otherwise. The availability
 and level of protection of certain optional benefits may vary based on the age
 of the Owner or Annuitant on the Issue Date of the Annuity, on the date the
 benefit is elected or the date of the Owner's death.


                                      2



                               GLOSSARY OF TERMS

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


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

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

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


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


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


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


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

 Contingent Deferred Sales Charge (CDSC): This is a sales charge that may be
 deducted when you make a full or partial withdrawal under your Annuity. We
 refer to this as a "contingent" charge because it is imposed only if you make
 a withdrawal. The charge is a percentage of each applicable Purchase Payment
 that is being withdrawn. The period during which a particular percentage
 applies is measured from the Issue Date of the Annuity. The amount and
 duration of the CDSC varies among the Optimum, Optimum Four and Optimum Plus.
 See "Summary of Contract Fees and Charges" for details on the CDSC for each
 Annuity.

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


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


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

 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.


                                      3



                          GLOSSARY OF TERMS continued



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


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


 Guaranteed Return Option Plus/SM/ (GRO PLUS/SM/)/Guaranteed Return Option: We
 offer an optional benefit that, for an additional cost, guarantees a "return
 of premium" at a future date, while allowing you to allocate all or a portion
 of your Account Value to certain Sub-accounts.

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

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


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

 Issue Date: The effective date of your Annuity.


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


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

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


 Spousal Lifetime Five 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 any applicable CDSC, Annual Maintenance Fee, any Tax Charge
 and the charge for any optional benefits and any additional amounts we applied
 to your Purchase Payments that we may be entitled to recover under certain
 circumstances. The surrender value may be calculated using a MVA with respect
 to amounts in any Fixed Allocation.


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

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

                                      4



                      SUMMARY OF CONTRACT FEES AND CHARGES


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

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

 CONTINGENT DEFERRED SALES CHARGES FOR EACH ANNUITY/ 1/

                                    OPTIMUM



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



                                  OPTIMUM FOUR



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



                                  OPTIMUM PLUS

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



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


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


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



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





- -------------------------------------------------------------------------------------------------------------------
                                      OTHER TRANSACTION FEES AND CHARGES
                                       (assessed against each Annuity)
- -------------------------------------------------------------------------------------------------------------------
        FEE/CHARGE                    OPTIMUM                    OPTIMUM FOUR                 OPTIMUM PLUS
- -------------------------------------------------------------------------------------------------------------------
                                                                              
Transfer Fee/ 1/             $15.00 maximum currently,    $15.00 maximum currently,    $15.00 maximum currently,
                                       $10.00                       $10.00                       $10.00
- -------------------------------------------------------------------------------------------------------------------
Tax Charge/ 2/                       0% to 3.5%                   0% to 3.5%                   0% to 3.5%
- -------------------------------------------------------------------------------------------------------------------




 1  Currently, we deduct the fee after the 20/th/ transfer each Annuity Year.
    We guarantee that the number of charge free transfers per Annuity Year will
    never be less than 8.
 2  This charge is deducted generally at the time you annuitize your contract.


                                      5






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


 PERIODIC FEES AND CHARGES

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



(ASSESSED AGAINST EACH ANNUITY)
                                                                                 

   FEE/CHARGE                            OPTIMUM                    OPTIMUM FOUR                 OPTIMUM PLUS
- ----------------------------------------------------------------------------------------------------------------------

Annual Maintenance Fee/ 1/      Lesser of $35 or 2% of       Lesser of $35 or 2% of       Lesser of $35 or 2% of
                                Account Value/ 2/            Account Value/ 2/            Account Value
- ----------------------------------------------------------------------------------------------------------------------
 Beneficiary Continuation
 Option Only                    Lesser of $30 or 2%          Lesser of $30 or 2%          Lesser of $30 or 2%
- ----------------------------------------------------------------------------------------------------------------------

ANNUAL FEES/CHARGES OF THE SUB-ACCOUNTS/ 3/
- ----------------------------------------------------------------------------------------------------------------------
(ASSESSED AS A PERCENTAGE OF THE DAILY NET ASSETS OF THE SUB-ACCOUNTS)
   FEE/CHARGE
- ----------------------------------------------------------------------------------------------------------------------

Mortality & Expense Risk
Charge/ 4/                                0.50%                        1.50%                        0.50%
- ----------------------------------------------------------------------------------------------------------------------
Administration Charge/ 4/                 0.15%                        0.15%                        0.15%
- ----------------------------------------------------------------------------------------------------------------------
                                0.60% in Annuity Years                                    1.00% in Annuity Years 1-10
Distribution Charge/ 5/                    1-8                          N/A
- ----------------------------------------------------------------------------------------------------------------------
Settlement Service Charge/      1.40% (qualified); 1.00%     1.40% (qualified); 1.00%     1. 40% (qualified); 1.00%
 6/                             (non-qualified)              (non-qualified)              (non-qualified)
- ----------------------------------------------------------------------------------------------------------------------
Total Annual Charges of         1.25% in Annuity Years       1.65%                        1.65% in Annuity
the Sub-accounts                1-8; 0.65% in Annuity                                     Years 1-10; 0.65% in
(excluding                      Years 9 and later                                         Annuity Years 11 and later
settlement service charge)
- ----------------------------------------------------------------------------------------------------------------------




 1  Assessed annually on the Annuity's anniversary date or upon surrender. For
    beneficiaries who elect the non-qualified Beneficiary Continuation Option,
    the fee is only applicable if Account Value is less than $25,000.
 2  Only applicable if Account Value is less than $100,000.
 3  These charges are deducted daily and apply to the Sub-accounts only.
 4  The combination of the Mortality and Expense Risk Charge and Administration
    Charge is referred to as the "Insurance Charge" elsewhere in this
    Prospectus.
 5  The Distribution Charge is 0.00% in Annuity Years 9+ for Optimum and in
    Annuity Years 11+ for Optimum Plus.
 6  The Mortality & Expense Risk Charge, the Administration Charge and the
    Distribution Charge (if applicable) do not apply if you are a beneficiary
    under the Beneficiary Continuation Option. The Settlement Service Charge
    applies only if your beneficiary elects the Beneficiary Continuation
    Option. The 1.00% and 1.40% charges set forth above are annual charges that
    are assessed against the Account Value in the Sub-accounts.


                                      6



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




- --------------------------------------------------------------------------------------------------------
                                YOUR OPTIONAL BENEFIT FEES AND CHARGES
- --------------------------------------------------------------------------------------------------------
          OPTIONAL BENEFIT               OPTIONAL         TOTAL             TOTAL            TOTAL
                                       BENEFIT FEE/       ANNUAL            ANNUAL           ANNUAL
                                          CHARGE      CHARGE/ 1/ for    CHARGE/ 1/ for   CHARGE/ 1/ for
                                                         OPTIMUM           OPTIMUM          OPTIMUM
                                                                             FOUR             PLUS
- --------------------------------------------------------------------------------------------------------
                                                                            

GUARANTEED RETURN OPTION Plus/SM/          0.75%     1.50% in Annuity       1.90%       1.90% in Annuity
(GRO Plus/SM/)/GUARANTEED RETURN        maximum/ 2/     Years 1-8;                        Years 1-10;
OPTION                                 0.25% current 0.90% in Annuity                   0.90% in Annuity
                                          charge     Years 9 and later                    Years 11 and
                                                                                             later
- --------------------------------------------------------------------------------------------------------

GUARANTEED MINIMUM WITHDRAWAL BENEFIT      1.00%     1.60% in Annuity       2.00%       2.00% in Annuity
(GMWB)                                  maximum /2/     Years 1-8;                        Years 1-10;
                                       0.35% current 1.00% in Annuity                   1.00% in Annuity
                                          charge     Years 9 and later                    Years 11 and
                                                                                             later
- --------------------------------------------------------------------------------------------------------

GUARANTEED MINIMUM INCOME BENEFIT          1.00%     1.25% in Annuity     1.65% PLUS    1.65% in Annuity
(GMIB)                                  maximum /2/     Years 1-8;      0.50% of GMIB     Years 1-10;
                                       0.50% current 0.65% in Annuity  Protected Income 0.65% in Annuity
                                          charge     Years 9 and later      Value         Years 11 and
                                                       PLUS 0.50% of                       later PLUS
                                                      GMIB Protected                     0.50% of GMIB
                                                       Income Value                     Protected Income
                                                                                             Value
- --------------------------------------------------------------------------------------------------------

LIFETIME FIVE/SM/ INCOME BENEFIT           1.50%     1.85% in Annuity       2.25%       2.25% in Annuity
                                        maximum /2/     Years 1-8;                        Years 1-10;
                                       0.60% current 1.25% in Annuity                   1.25% in Annuity
                                          charge     Years 9 and later                    Years 11 and
                                                                                             later
- --------------------------------------------------------------------------------------------------------

SPOUSAL LIFETIME FIVE INCOME BENEFIT       1.50%     2.00% in Annuity       2.40%       2.40% in Annuity
                                        maximum /2/     Years 1-8;                        Years 1-10;
                                       0.75% current 1.40% in Annuity                   1.40% in Annuity
                                          charge     Years 9 and later                    Years 11 and
                                                                                             later
- --------------------------------------------------------------------------------------------------------

HIGHEST DAILY LIFETIME FIVE INCOME         1.50%     1.85% in Annuity       2.25%       2.25% in Annuity
BENEFIT                                 maximum /2/     Years 1-8;                        Years 1-10;
                                       0.60% current 1.25% in Annuity                   1.25% in Annuity
                                          charge     Years 9 and later                    Years 11 and
                                                                                             later
- --------------------------------------------------------------------------------------------------------

ENHANCED BENEFICIARY PROTECTION DEATH      0.25%     1.50% in Annuity       1.90%       1.90% in Annuity
BENEFIT                                                 Years 1-8;                        Years 1-10;
                                                     0.90% in Annuity                   0.90% in Annuity
                                                     Years 9 and later                    Years 11 and
                                                                                             later
- --------------------------------------------------------------------------------------------------------

HIGHEST ANNIVERSARY VALUE DEATH            0.25%     1.50% in Annuity       1.90%       1.90% in Annuity
BENEFIT ("HAV")                                         Years 1-8;                        Years 1-10;
                                                     0.90% in Annuity                   0.90% in Annuity
                                                     Years 9 and later                    Years 11 and
                                                                                             later
- --------------------------------------------------------------------------------------------------------



                                      7






- ----------------------------------------------------------------------------------------------------
                             YOUR OPTIONAL BENEFIT FEES AND CHARGES
- ----------------------------------------------------------------------------------------------------
          OPTIONAL BENEFIT               OPTIONAL        TOTAL          TOTAL            TOTAL
                                       BENEFIT FEE/      ANNUAL         ANNUAL           ANNUAL
                                          CHARGE     CHARGE/ 1/ for  CHARGE/ 1/ for  CHARGE/ 1/ for
                                                        OPTIMUM        OPTIMUM          OPTIMUM
                                                                         FOUR             PLUS
- ----------------------------------------------------------------------------------------------------
                                                                        

COMBINATION 5% ROLL-UP AND HAV DEATH      0.50%     1.75% in Annuity    2.15%       2.15% in Annuity
BENEFIT                                             Years 1-8; 1.15%                  Years 1-10;
                                                    in Annuity Years                1.15% in Annuity
                                                      9 and later                     Years 11 and
                                                                                         later
- ----------------------------------------------------------------------------------------------------

HIGHEST DAILY VALUE DEATH BENEFIT         0.50%     1.75% in Annuity    2.15%       2.15% in Annuity
("HDV")                                             Years 1-8; 1.15%                  Years 1-10;
                                                    in Annuity Years                1.15% in Annuity
                                                      9 and later                     Years 11 and
                                                                                         later
- ----------------------------------------------------------------------------------------------------
Please refer to the section of this Prospectus that describes each optional benefit for a complete
description of the benefit, including any restrictions or limitations that may apply.
- ----------------------------------------------------------------------------------------------------




 1. The Total Annual Charge includes the Insurance Charge and Distribution
    Charge (if applicable) assessed against the average daily net assets
    allocated to the Sub-accounts. If you elect more than one optional benefit,
    the Total Annual Charge would be increased to include the charge for each
    optional benefit. With respect to GMIB only, the 0.50% current charge is
    assessed against the average GMIB Protected Income Value, and not against
    the value of the Sub-accounts. These optional benefits are not available
    under the Beneficiary Continuation Option.
 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.

 The following table provides the range (minimum and maximum) of the total
 annual expenses for the underlying mutual funds ("Portfolios") as of
 December 31, 2006. 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                       0.61%                                   1.15%
- -----------------------------------------------------------------------------------------------------------------------



                                      8




 The following are the total annual expenses for each underlying mutual fund
 ("Portfolio") as of December 31, 2006, 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 American Skandia
 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, 2006
- --------------------------------------------------------------------------------------------------------
           UNDERLYING PORTFOLIO                                                             Total Annual
                                                                                Acquired     Portfolio
                                           Management    Other               Portfolio Fees  Operating
                                              Fee     Expenses /1/ 12b-1 Fee   & Expenses     Expenses
- --------------------------------------------------------------------------------------------------------
                                                                             
Advanced Series Trust /2/
 AST AllianceBernstein Core Value            0.75%       0.14%       0.00%       0.00%         0.89%
 AST AllianceBernstein Growth & Income       0.75%       0.11%       0.00%       0.00%         0.86%
 AST Federated Aggressive Growth             0.95%       0.14%       0.00%       0.00%         1.09%
 AST Goldman Sachs Mid-Cap Growth            1.00%       0.15%       0.00%       0.00%         1.15%
 AST International Growth /3/                1.00%       0.15%       0.00%       0.00%         1.15%
 AST International Value /4/                 1.00%       0.13%       0.00%       0.00%         1.13%
 AST JPMorgan International Equity           0.87%       0.16%       0.00%       0.00%         1.03%
 AST Large-Cap Value                         0.75%       0.11%       0.00%       0.00%         0.86%
 AST Lord Abbett Bond-Debenture              0.80%       0.14%       0.00%       0.00%         0.94%
 AST Marsico Capital Growth                  0.90%       0.11%       0.00%       0.00%         1.01%
 AST MFS Growth                              0.90%       0.13%       0.00%       0.00%         1.03%
 AST Money Market                            0.50%       0.11%       0.00%       0.00%         0.61%
 AST Neuberger Berman Mid-Cap Value          0.89%       0.11%       0.00%       0.00%         1.00%
 AST Neuberger Berman Small-Cap Growth /5/   0.95%       0.16%       0.00%       0.00%         1.11%
 AST PIMCO Limited Maturity Bond             0.65%       0.12%       0.00%       0.00%         0.77%
 AST PIMCO Total Return Bond                 0.65%       0.12%       0.00%       0.00%         0.77%
 AST Small-Cap Growth                        0.90%       0.18%       0.00%       0.00%         1.08%
 AST Small-Cap Value /6/                     0.90%       0.13%       0.00%       0.00%         1.03%
 AST T. Rowe Price Global Bond               0.80%       0.16%       0.00%       0.00%         0.96%
 AST T. Rowe Price Large-Cap Growth          0.90%       0.11%       0.00%       0.00%         1.01%
Evergreen Variable Annuity Trust
 International Equity                        0.40%       0.28%       0.00%       0.00%         0.68%
 Omega                                       0.52%       0.18%       0.00%       0.01%         0.71%




 1  As noted above, shares of the Portfolios generally are purchased through
    variable insurance products. Many of the Portfolios and/or their investment
    advisers and/or distributors have entered into arrangements with us as the
    issuer of each Annuity under which they compensate us for providing ongoing
    services in lieu of the Trust providing such services. Amounts paid by a
    Portfolio under those arrangements are included under "Other Expenses." For
    more information see the prospectus for each underlying portfolio and,
    "Service Fees payable to American Skandia," later in this prospectus.

 2  The total actual operating expenses for certain of the Portfolios listed
    above for the year ended December 31, 2006 were less than the amounts shown
    in the table above, due to fee waivers, reimbursement of expenses, and
    expense offset arrangements ("Arrangements"). These Arrangements are
    voluntary and may be terminated at any time. In addition, the Arrangements
    may be modified periodically. For more information regarding the
    Arrangements, please see the prospectus and statement of additional
    information for the Portfolios.

 3  Effective November 13, 2006, Marsico Capital Management, LLC became a
    Sub-advisor of the Portfolio along with William Blair & Company, LLC. Prior
    to November 13, 2006, William Blair & Company, LLC served as the sole
    Sub-advisor of the Portfolio, then named the "AST William Blair
    International Growth Portfolio."

 4  Effective November 13, 2006, Thornburg Investment Management, Inc. became a
    Sub-advisor of the Portfolio along with LSV Asset Management. Prior to
    November 13, 2006, LSV Asset Management served as the sole Sub-advisor of
    the Portfolio, then named the "AST LSV International Value Portfolio."

 5  Effective May 1, 2007, Neuberger Berman Management, Inc. became sub-advisor
    to the Portfolio. Prior to May 1, 2007, Deutsche Asset Management, Inc.
    served as Sub-advisor of the Portfolio, then named the "AST DeAM Small-Cap
    Growth Portfolio."

 6  Effective December 2006, Salomon Brothers Asset Management, Inc. changed
    its name to ClearBridge Advisors, LLC.




                                      9



                                EXPENSE EXAMPLES

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

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

 The examples reflect the following fees and charges for each Annuity as
 described in "Summary of Contract Fees and Charges":

  .   Insurance Charge
  .   Distribution Charge (if applicable)
  .   Contingent Deferred Sales Charge (when and if applicable)
  .   Annual Maintenance Fee
  .   The maximum combination of optional benefit charges

 The examples also assume the following for the period shown:


  .   You allocate all of your Account Value to the Sub-account with the
      maximum total annual operating expenses, and those expenses remain the
      same each year*
  .   For each Sub-account charge, we deduct the current charge rather than any
      maximum charge

  .   You make no withdrawals of Account Value
  .   You make no transfers, or other transactions for which we charge a fee
  .   No tax charge applies
  .   You elect the Lifetime Five Income Benefit, the Highest Daily Value Death
      Benefit and the Enhanced Beneficiary Protection Death Benefit (which are
      the maximum combination of optional benefit charges)

  .   For the Optimum Plus example, the Credit applicable to the Annuity is
      6.5% of the Purchase Payment**
  .   For the Optimum Four example, the Loyalty Credit applies to the Annuity
      and is equal to 2.75% of total Purchase Payments made during the first
      four Annuity years
  .   For the Optimum example, the Loyalty Credit applies to the Annuity and is
      equal to 0.50% of total Purchase Payment made during the first four
      Annuity years.


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


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


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


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

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





                                    1 YR  3 YRS  5 YRS  10 YRS
                  --------------------------------------------
                                            
                      OPTIMUM      $1,087 $1,832 $2,547 $4,164
                  --------------------------------------------
                    OPTIMUM FOUR   $1,216 $1,990 $2,278 $4,614
                  --------------------------------------------
                  OPTIMUM PLUS /2/ $1,342 $2,210 $2,991 $4,987
                  --------------------------------------------



                                      10




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





                                    1 YR 3 YRS  5 YRS  10 YRS
                   ------------------------------------------
                                           
                       OPTIMUM      $412 $1,247 $2,097 $4,164
                   ------------------------------------------
                     OPTIMUM FOUR   $451 $1,360 $2,278 $4,614
                   ------------------------------------------
                   OPTIMUM PLUS/ 2/ N/A   N/A   $2,415 $4,891
                   ------------------------------------------




 If you do not surrender your contract at the end of the applicable time period:





                                    1 YR 3 YRS  5 YRS  10 YRS
                   ------------------------------------------
                                           
                       OPTIMUM      $412 $1,247 $2,097 $4,164
                   ------------------------------------------
                     OPTIMUM FOUR   $451 $1,360 $2,278 $4,614
                   ------------------------------------------
                   OPTIMUM PLUS/ 2/ $478 $1,442 $2,415 $4,891
                   ------------------------------------------



 1. If you own Optimum Plus, you may not annuitize in the first Three
    (3) Annuity Years; if you own Optimum or Optimum Four, you may not
    annuitize in the first Annuity Year.
 2. Optimum Plus Annuities purchased prior to November 20, 2006 are subject to
    a different CDSC schedule


                                      11



                               INVESTMENT OPTIONS

 WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIO?

 Each variable investment option is a Sub-account of American Skandia 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.

 When you purchase one of the Annuities, you will be required to participate in
 LPL's asset allocation program which does not utilize all of the investment
 options available under the Annuities. Unless you have elected an optional
 benefit that requires you to stay in the asset allocation program, you will be
 permitted to transfer Account Value out of the asset allocation program
 subsequent to the Issue Date. Currently, the following optional benefits
 require that you maintain your Account Value in the asset allocation program:
 Lifetime Five, Spousal Lifetime Five, Highest Daily Lifetime Five and the
 Highest Daily Value death benefit. The asset allocation program is offered by
 LPL. We have not designed the models or the program, and we are not
 responsible for them. Our role is limited to administering the model you
 select. For additional information, are Appendix C--"Additional Information on
 Asset Allocation Programs."

 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 (formerly, American Skandia Trust). The
 investment managers for AST are AST Investment Services, Inc. (formerly,
 American Skandia Investment Services, Incorporated), a Prudential Financial
 Company, and Prudential Investments LLC, both of which are affiliated
 companies of American Skandia. However, a sub-advisor, as noted below, is
 engaged to conduct day-to-day management.


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


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

       AST FUNDS
       ------------------------------------------------------------------
         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 & Income  AllianceBernstein
          CAP    Portfolio: seeks long-term growth of         L.P.
         VALUE   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.
       ------------------------------------------------------------------


                                      12




        ----------------------------------------------------------------
         STYLE/     INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
          TYPE                                             ADVISOR/
                                                          SUB-ADVISOR
        ----------------------------------------------------------------
         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. .
        ----------------------------------------------------------------
        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.
        ----------------------------------------------------------------
         INTER-  AST International Growth Portfolio     Marsico Capital
        NATIONAL (formerly, AST William Blair             Management,
         EQUITY  International Growth Portfolio):         LLC; William
                 seeks long-term capital growth. Under  Blair & Company,
                 normal circumstances, the Portfolio         L.L.C.
                 invests at least 80% of 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 (formerly, known as AST LSV              Management/
         EQUITY  International Value Portfolio): seeks     Thornburg
                 long-term capital appreciation. The       Investment
                 Portfolio normally invests at least    Management, Inc.
                 80% of the Portfolio's assets in
                 equity 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.
        ----------------------------------------------------------------
         INTER-  AST JPMorgan International Equity        J.P. Morgan
        NATIONAL Portfolio: seeks long-term capital        Investment
         EQUITY  growth by investing in a diversified   Management Inc.
                 portfolio of international equity
                 securities. The Portfolio seeks to
                 meet its objective by investing,
                 under normal market conditions, at
                 least 80% of its assets in a
                 diversified portfolio of equity
                 securities of companies located or
                 operating in developed non-U.S.
                 countries and emerging markets of the
                 world. The equity securities will
                 ordinarily be traded on a recognized
                 foreign securities exchange or traded
                 in a foreign over-the-counter market
                 in the country where the issuer is
                 principally based, but may also be
                 traded in other countries including
                 the United States.
        ----------------------------------------------------------------
         LARGE   AST Large-Cap Value Portfolio: seeks     Dreman Value
          CAP    current income and long-term growth    Management LLC/
         VALUE   of income, as well as capital            Hotchkis and
                 appreciation. The Portfolio invests,    Wiley Capital
                 under normal circumstances, at least   Management LLC/
                 80% of its net assets in common          J.P. Morgan
                 stocks of large capitalization            Investment
                 companies. Large capitalization        Management, Inc.
                 companies are those companies with
                 market capitalizations within the
                 market capitalization range of the
                 Russell 1000 Value Index.
        ----------------------------------------------------------------


                                      13




       -----------------------------------------------------------------
       STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
        TYPE                                              ADVISOR/
                                                         SUB-ADVISOR
       -----------------------------------------------------------------
        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. To pursue its
               objective, the Portfolio normally
               invests primarily in high yield and
               investment grade debt securities,
               securities convertible into common
               stock and preferred stocks. The
               Portfolio may find good value in high
               yield securities, sometimes called
               "lower-rated bonds" or "junk bonds,"
               and frequently may have more than
               half of its assets invested in those
               securities. At least 20% of the
               Portfolio's assets must be invested
               in any combination of investment
               grade debt securities, U.S.
               Government securities and cash
               equivalents. The Portfolio may also
               make significant investments in
               mortgage-backed securities. Although
               the Portfolio expects to maintain a
               weighted average maturity in the
               range of five to twelve years, there
               are no restrictions on the overall
               Portfolio or on individual
               securities. The Portfolio may invest
               up to 20% of its net assets in equity
               securities.
       -----------------------------------------------------------------
        LARGE  AST Marsico Capital Growth Portfolio:   Marsico Capital
         CAP   seeks capital growth. Income            Management, LLC
       GROWTH  realization is not an investment
               objective and any income realized on
               the Portfolio's investments,
               therefore, will be incidental to the
               Portfolio's objective. The Portfolio
               will pursue its objective by
               investing primarily in common stocks
               of large companies that are selected
               for their growth potential. Large
               capitalization companies are
               companies with market capitalizations
               within the market capitalization
               range of the Russell 1000 Growth
               Index. In selecting investments for
               the Portfolio, the subadviser uses an
               approach that combines "top down"
               macroeconomic analysis with "bottom
               up" stock selection. The "top down"
               approach identifies sectors,
               industries and companies that may
               benefit from the trends the
               subadviser has observed. The
               subadviser then looks for individual
               companies with earnings growth
               potential that may not be recognized
               by the market at large, utilizing a
               "bottom up" stock selection process.
               The Portfolio will normally hold a
               core position of between 35 and 50
               common stocks. The Portfolio may hold
               a limited number of additional common
               stocks at times when the Portfolio
               manager is accumulating new
               positions, phasing out existing or
               responding to exceptional market
               conditions.
       -----------------------------------------------------------------
        LARGE  AST MFS Growth Portfolio: seeks          Massachusetts
         CAP   long-term capital growth and future,   Financial Services
       GROWTH  rather than current income. Under           Company
               normal market conditions, the
               Portfolio invests at least 80% of its
               net assets in common stocks and
               related securities, such as preferred
               stocks, convertible securities and
               depositary receipts, of companies
               that the subadviser believes offer
               better than average prospects for
               long-term growth. The subadviser uses
               a "bottom up" as opposed to a "top
               down" investment style in managing
               the Portfolio.
       -----------------------------------------------------------------
        FIXED  AST Money Market Portfolio: seeks          Prudential
       INCOME  high current income while maintaining      Investment
               high levels of liquidity. The           Management, Inc.
               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 Value      Neuberger Berman
        VALUE  Portfolio: seeks capital growth.        Management Inc.
               Under normal market conditions, the
               Portfolio invests at least 80% of its
               net assets in the common stocks of
               medium capitalization companies. For
               purposes of the Portfolio, companies
               with market capitalizations that fall
               within the range of the Russell
               Midcap(R) Index at the time of
               investment are considered medium
               capitalization companies. Some of the
               Portfolio's assets may be invested in
               the securities of large-cap companies
               as well as in small-cap companies.
               Under the Portfolio's value-oriented
               investment approach, the subadviser
               looks for well-managed companies
               whose stock prices are undervalued
               and that may rise in price before
               other investors realize their worth.
       -----------------------------------------------------------------
        SMALL  AST Neuberger Berman Small-Cap Growth   Neuberger Berman
         CAP   Portfolio (formerly, known as AST       Management Inc.
       GROWTH  DeAM Small-Cap Growth Portfolio):
               seeks maximum growth of investors'
               capital from a portfolio of growth
               stocks of smaller companies. The
               Portfolio pursues its objective,
               under normal circumstances, by
               primarily investing at least 80% of
               its total assets in the equity
               securities of small-sized companies
               included in the Russell 2000
               Growth(R) Index.
       -----------------------------------------------------------------


                                      14




       -----------------------------------------------------------------
       STYLE/    INVESTMENT OBJECTIVES/POLICIES           PORTFOLIO
        TYPE                                              ADVISOR/
                                                         SUB-ADVISOR
       -----------------------------------------------------------------
       FIXED  AST PIMCO Limited Maturity Bond        Pacific Investment
       INCOME Portfolio: seeks to maximize total         Management
              return consistent with preservation        Company LLC
              of capital. The Portfolio will invest        (PIMCO)
              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. The Portfolio will invest        (PIMCO)
              in a portfolio of fixed-income
              investment instruments of varying
              maturities. The average portfolio
              duration of the Portfolio generally
              will vary within a three- to six-year
              time frame based on the subadviser's
              forecast for interest rates.
       -----------------------------------------------------------------
       SMALL  AST Small-Cap Growth Portfolio: seeks      Eagle Asset
        CAP   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 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 Value Index. The
              Portfolio will focus on common stocks
              that appear to be undervalued.
       -----------------------------------------------------------------
       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 high
              quality bonds 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
              and mortgage and asset-backed
              securities 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 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 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.
       -----------------------------------------------------------------


                                      15




         -------------------------------------------------------------
          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 80% of  Company, LLC
                   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 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. Excluding repurchase
                   agreements and other 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 invests   Investment
                   primarily, and under normal             Management
                   conditions substantially all of its    Company, LLC
                   assets, in common stocks of U.S.
                   companies across all market
                   capitalizations. The Portfolio's
                   manager employs a growth style of
                   equity management that emphasizes
                   companies with cash flow growth,
                   sustainable competitive advantages,
                   returns on invested capital above
                   their cost of capital and the ability
                   to manage for profitable growth that
                   can create long-term value for
                   shareholders.
         -------------------------------------------------------------


 WHAT ARE THE FIXED ALLOCATIONS?

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


 Fixed Allocations may not be available in all states. Availability of Fixed
 Allocations is subject to change and may differ by state and by the annuity
 product you purchase. Please call American Skandia at 1-800-752-6342 to
 determine availability of Fixed Allocations in your state and for your annuity
 product.

                                      16



                                FEES AND CHARGES


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

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


 WHAT ARE THE CONTRACT FEES AND CHARGES?


 Contingent Deferred Sales Charge: We do not deduct a sales charge from
 Purchase Payments you make to your Annuity. However, we may deduct a CDSC if
 you surrender your Annuity or when you make a partial withdrawal. The CDSC
 reimburses us for expenses related to sales and distribution of the Annuity,
 including commissions, marketing materials and other promotional expenses. The
 CDSC is calculated as a percentage of your Purchase Payment being surrendered
 or withdrawn during the applicable Annuity Year. For purposes of calculating
 the CDSC, we consider the year following the Issue Date of your Annuity as
 Year 1. The amount of the CDSC decreases over time, measured from the Issue
 Date of the Annuity. The CDSC percentages for each Annuity are shown under
 "Summary of Contract Fees and Charges". If you purchase Optimum Plus and make
 a withdrawal that is subject to a CDSC, we may use part of that CDSC to recoup
 our costs of providing the Credit. However, we do not impose any CDSC on your
 withdrawal of a Credit amount.


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

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


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


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

 Annual Maintenance Fee: During the accumulation period we deduct an Annual
 Maintenance Fee. The Annual Maintenance Fee is $35.00 or 2% of your Account
 Value invested in the Sub-accounts, whichever is less. This fee will be
 deducted annually on the

                                      17




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

 Tax Charge: Several states and some municipalities charge premium taxes or
 similar taxes on annuities that we are required to pay. The amount of tax will
 vary from jurisdiction to jurisdiction and is subject to change. The tax
 charge currently ranges up to 3 1/2% of your Purchase Payment and is designed
 to approximate the taxes that we are required to pay. We generally will deduct
 the charge at the time the tax is imposed, but may also decide to deduct the
 charge from each Purchase Payment at the time of a withdrawal or surrender of
 your Annuity or at the time you elect to begin receiving annuity payments. We
 may assess a charge against the Sub-accounts and the Fixed Allocations equal
 to any taxes which may be imposed upon the separate accounts.

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


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


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


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

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


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

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


 Fees and expenses incurred by the Portfolios: Each Portfolio incurs total
 annual operating expenses comprised of an investment management fee, other
 expenses and any distribution and service (12b-1) fees that may apply. These
 fees and expenses are

                                      18



 reflected daily by each Portfolio before it provides American Skandia 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 CDSC or Tax Charge applies to amounts that are taken from the
 Sub-accounts or the Fixed Allocations. A Market Value Adjustment may also
 apply to transfers, certain withdrawals, surrender or annuitization from a
 Fixed Allocation.

 WHAT CHARGES APPLY IF I CHOOSE AN ANNUITY PAYMENT OPTION?

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


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

                                      19



                            PURCHASING YOUR ANNUITY

 WHAT ARE OUR REQUIREMENTS FOR PURCHASING ONE OF THE ANNUITIES?


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

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


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

 Age Restrictions: Unless we agree otherwise and subject to our rules, the
 Owner (or Annuitant if entity owned) must not be older than a maximum issue
 age as of the Issue Date of the Annuity as follows: age 80 for Optimum, age 75
 for Optimum Plus and age 85 for Optimum Four. If an Annuity is owned jointly,
 the oldest of the Owners must not be older than the maximum issue age on the
 Issue Date. You should consider your need to access your Account Value and
 whether the Annuity's liquidity features will satisfy that need. If you take a
 distribution prior to age 59 1/2, you may be subject to a 10% penalty in
 addition to ordinary income taxes on any gain. The availability and level of
 protection of certain optional benefits may vary based on the age of the Owner
 on the Issue Date of the Annuity or the date of the Owner's death.

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

..   Owner: The Owner(s) holds all rights under the Annuity. You may name up to
    two Owners in which case all ownership rights are held jointly. Generally,
    joint owners are required to act jointly; however, if each owner provides
    us with an instruction that we find acceptable, we will permit each owner
    to act separately. All information and documents that we are required to
    send you will be sent to the first named owner. This Annuity does not
    provide a right of survivorship. Refer to the Glossary of Terms for a
    complete description of the term "Owner."

..   Annuitant: The Annuitant is the person upon whose life we continue to make
    annuity payments. You must name an Annuitant who is a natural person. We do
    not accept a designation of joint Annuitants during the accumulation
    period. In limited circumstances and where allowed by law, you may name one
    or more Contingent Annuitants. Generally, a Contingent Annuitant will
    become the Annuitant if the Annuitant dies before the Annuity Date. Please
    refer to the discussion of "Considerations for Contingent Annuitants" in
    the Tax Considerations section of the Prospectus.
..   Beneficiary: The Beneficiary is the person(s) or entity you name to receive
    the Death Benefit. Your Beneficiary Designation should be the exact name of
    your beneficiary, not only a reference to the beneficiary's relationship to
    you. If you use a designation of "surviving spouse," we will pay the Death
    Benefit to the individual that is your spouse at the time of your death (as
    defined under the federal tax laws and regulations). If no beneficiary is
    named the Death Benefit will be paid to you or your estate.


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

                                      20



                             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;

..   a new Annuitant if the latest Annuity Date would be earlier than prior to
    the change;

..   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 the Spousal Lifetime Five Income Benefit, the eligible surviving
 spouse will also be able to assume the benefit with the Annuity. See the
 description of this benefit in the "Living Benefit Programs" section of this
 Prospectus. For purposes of determining any future Death Benefit for the
 beneficiary of the surviving spouse, the new Account Value will be considered
 as the initial Purchase Payment. No CDSC will apply to the new Account Value.
 However, any additional Purchase Payments applied after the date the
 assumption is effective will be subject to all provisions of the Annuity,
 including the CDSC when applicable.

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

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


 Contingent Annuitant

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


                                      21



 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. With respect to Optimum Plus, if you
 return your Annuity, we will not return any Credits we applied to your Annuity
 based on your Purchase Payments.

 MAY I MAKE ADDITIONAL PURCHASE PAYMENTS?

 Unless we agree otherwise and subject to our rules, the minimum amount that we
 accept as an additional Purchase Payment is $100 unless you participate in
 American Skandia's 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.


 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 "American Skandia's Systematic
 Investment Plan." Purchase Payments made through electronic funds transfer may
 only be allocated to the Sub-accounts when applied. Different allocation
 requirements may apply in connection with certain optional benefits. We may
 allow you to invest in your Annuity with a lower initial Purchase Payment, as
 long as you authorize payments through an electronic funds transfer that will
 equal at least the minimum Purchase Payment set forth above during the first
 12 months of your Annuity. We may suspend or cancel electronic funds transfer
 privileges if sufficient funds are not available from the applicable financial
 institution on any date that a transaction is scheduled to occur.


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

                                      22



                          MANAGING YOUR ACCOUNT VALUE

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

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

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

 HOW DO I RECEIVE A LOYALTY CREDIT UNDER THE OPTIMUM AND OPTIMUM FOUR ANNUITIES?

 We apply a Loyalty Credit to your Annuity's Account Value at the end of your
 fifth Annuity Year ("fifth Annuity Anniversary"). With respect to Optimum, for
 annuities issued on or after February 13, 2006, the Loyalty Credit is equal to
 0.50% of total Purchase Payments made during the first four Annuity Years less
 the cumulative amount of withdrawals made (including the deduction of any CDSC
 amounts) through the fifth Annuity Anniversary. With respect to Optimum Four,
 for annuities issued between June 20, 2005 and February 13, 2006, the Loyalty
 Credit is equal to 2.25% of total Purchase Payments made during the first four
 Annuity Years less the cumulative amount of withdrawals made (including the
 deduction of any CDSC amounts) through the fifth Annuity Anniversary. For
 Optimum Four Annuities issued on or after February 13, 2006, the Loyalty
 Credit is equal to 2.75% of total Purchase Payments made during the first four
 Annuity Years less the cumulative amount of withdrawals made (including the
 deduction of any CDSC amounts) through the fifth Annuity Anniversary.

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


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

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

 Example of Applying the Loyalty Credit with respect to Optimum Four
 Assume you make an initial Purchase Payment of $10,000 and your Annuity is
 issued on or after February 13, 2006. During Annuity Year four (i.e., prior to
 the fourth Annuity Anniversary) you make an additional $10,000 Purchase
 Payment. During the early part of Annuity Year five (i.e., prior to the fifth
 Annuity Anniversary) you make a $10,000 Purchase Payment and later in the year
 make a withdrawal of $5,000. The Loyalty Credit that we will apply to your
 Annuity on the fifth Annuity Anniversary is,

                                      23



 subject to state availability, equal to 2.75% of $15,000 (this represents the
 $20,000 of Purchase Payments made during the first four Annuity Years minus
 the $5,000 withdrawal made in the fifth Annuity Year. The computation
 disregards the additional $10,000 Purchase Payment made in the fifth Annuity
 Year.) Therefore, the Loyalty Credit amount would be equal to $412.50.

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

 For annuities issued prior to February 13, 2006:



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


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



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




 HOW ARE CREDITS APPLIED TO ACCOUNT VALUE UNDER THE OPTIMUM PLUS ANNUITY?

 Each Credit is allocated to your Account Value at the time the Purchase
 Payment is applied to your Account Value. The amount of the Credit is
 allocated to the investment options in the same ratio as the applicable
 Purchase Payment is applied.

 Examples of Applying Credits

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

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

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


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

 If you qualify for the 6.5% Optimum Plus Credit in the first year (for
 annuities issued on or after February 13, 2006, subject to state
 availability), only 6% of that amount will be taken back in connection with
 the first two bullets described above. However, we will take back the entire
 6.5% if you "free look" your Annuity.


                                      24




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


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

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


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

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


 Frequent transfers among Sub-accounts in response to short-term fluctuations
 in markets, sometimes called "market timing," can make it very difficult for a
 Portfolio manager to manage a Portfolio's investments. Frequent transfers may
 cause the Portfolio to hold more cash than otherwise necessary, disrupt
 management strategies, increase transaction costs, or affect performance. Each
 Annuity offers Sub-accounts designed for Owners who wish to engage in frequent
 transfers (i.e., one or more of the Sub-accounts corresponding to the AST
 Money Market Portfolio), and we encourage Owners seeking frequent transfers to
 utilize those Sub-accounts.

 In light of the risks posed to Owners and other investors by frequent
 transfers, we reserve the right to limit the number of transfers in any
 Annuity Year for all existing or new Owners and to take the other actions
 discussed below. We also reserve the right to limit the number of transfers in
 any Annuity Year or to refuse any transfer request for an Owner or certain
 Owners if: (a) we believe that excessive transfer activity (as we define it)
 or a specific transfer request or group of transfer requests may have a
 detrimental effect on Unit Values or the share prices of the Portfolios; or
 (b) we are informed by a Portfolio (e.g., by the Portfolio's portfolio
 manager) that the purchase or redemption of shares in the Portfolio must be
 restricted because the Portfolio believes the transfer activity to which such
 purchase and redemption relates would have a detrimental effect on the share
 prices of the affected Portfolio. Without limiting the above, the most likely
 scenario where either of the above could occur would be if the aggregate
 amount of a trade or trades represented a relatively large proportion of the
 total assets of a particular Portfolio. In furtherance of our general
 authority to restrict transfers as described above, and without limiting other
 actions we may take in the future, we have adopted the following specific
 restrictions:

..   With respect to each Sub-account (other than the AST Money Market
    Sub-account), we track amounts exceeding a certain dollar threshold that
    were transferred into the Sub-account. If you transfer such amount into a
    particular Sub-account, and within 30 calendar days thereafter transfer
    (the "Transfer Out") all or a portion of that amount into another
    Sub-account, then upon the Transfer Out, the former Sub-account becomes
    restricted (the "Restricted Sub-account"). Specifically, we will not permit
    subsequent transfers into the Restricted Sub-account for 90 calendar days
    after the Transfer Out if the Restricted Sub-account invests in a
    non-international Portfolio, or 180 calendar days after the Transfer Out if
    the Restricted Sub-account invests in an international Portfolio. For
    purposes of this rule, we (i) do not count transfers made in connection
    with one of our

                                      25




   systematic programs, such as asset allocation and automated withdrawals;
    (ii) do not count any transfer that solely involves Sub-accounts
    corresponding to the AST Money Market Portfolio; and (iii) do not
    categorize as a transfer the first transfer that you make after the Issue
    Date, if you make that transfer within 30 calendar days after the Issue
    Date. Even if an amount becomes restricted under the foregoing rules, you
    are still free to redeem the amount from your Annuity at any time.

..   We reserve the right to effect exchanges on a delayed basis for all
    contracts. That is, we may price an exchange involving the Sub-accounts on
    the Valuation Day subsequent to the Valuation Day on which the exchange
    request was received. Before implementing such a practice, we would issue a
    separate written notice to Owners that explains the practice in detail.

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


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


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


 The Portfolios may have adopted their own policies and procedures with respect
 to excessive trading of their respective shares, and we reserve the right to
 enforce these policies and procedures. The prospectuses for the Portfolios
 describe any such policies and procedures, which may be more or less
 restrictive than the policies and procedures we have adopted. Under SEC rules,
 we are required to: (1) enter into a written agreement with each Portfolio or
 its principal underwriter or its transfer agent that obligates us to provide
 to the Portfolio promptly upon request certain information about the trading
 activity of individual contract owners, and (2) execute instructions from the
 Portfolio to restrict or prohibit further purchases or transfers by specific
 contract owners who violate the excessive trading policies established by the
 Portfolio. In addition, you should be aware that some Portfolios may receive
 "omnibus" purchase and redemption orders from other insurance companies or
 intermediaries such as retirement plans. The omnibus orders reflect the
 aggregation and netting of multiple orders from individual owners of variable
 insurance contracts and/or individual retirement plan participants. The
 omnibus nature of these orders may limit the Portfolios in their ability to
 apply their excessive trading policies and procedures. In addition, the other
 insurance companies and/or retirement plans may have different policies and
 procedures or may not have any such policies and procedures because of
 contractual limitations. For these reasons, we cannot guarantee that the
 Portfolios (and thus contract owners) will not be harmed by transfer activity
 relating to other insurance companies and/or retirement plans that may invest
 in the Portfolios.

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


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

                                      26



 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 is not available if you elect the Guaranteed
 Return Option Plus Guaranteed Return Option or Highest Daily Lifetime Five
 Income Benefit.


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

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

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

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

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


 ARE ANY ASSET ALLOCATION PROGRAMS AVAILABLE?
 Yes. Certain "static asset allocation programs" are provided by Linsco/Private
 Ledger, Corp, ("LPL"), the firm selling the Annuity. Initially, you may be
 required to enroll in an available asset allocation program if you purchase
 one of the Annuities. Additionally, certain optional benefits require your
 Account Value be maintained in a model in the asset allocation program. These
 programs are considered static because once you have selected a model
 portfolio, the Sub-accounts and the percentage of contract value allocated to
 each Sub-account cannot be changed without your consent and direction. The
 programs are available at no additional charge. Under these programs, the
 Sub-account for each asset class in each model portfolio is designated for
 you. Under the programs, the values in the Sub-accounts will be rebalanced
 periodically back to the indicated percentages for the applicable asset class
 within the model portfolio that you have selected. The programs are offered by
 LPL. We have not designed the models or the program, and we are not
 responsible for them. Our role is limited to administering the model you
 select. For more information on the asset allocation programs see the Appendix
 entitled "Additional Information on the Asset Allocation Programs."


 Asset allocation is a sophisticated method of diversification, which allocates
 assets among asset classes in order to manage investment risk and enhance
 returns over the long term. However, asset allocation does not guarantee a
 profit or protect against a

                                      27




 loss. No personalized investment advice is provided in connection with the
 asset allocation programs and you should not rely on these programs as
 providing individualized investment recommendations to you. The asset
 allocation programs do not guarantee better investment results. LPL reserves
 the right to terminate or change the programs at any time. We reserve the
 right to change the way in which we administer the program you have selected
 with your LPL Financial Professional, and we reserve the right to terminate
 our administration of the programs. You should consult with your LPL Financial
 Professional before electing any asset allocation program.


 DO YOU OFFER PROGRAMS DESIGNED TO GUARANTEE A "RETURN OF PREMIUM" AT A FUTURE
 DATE?

 Yes. We offer three different programs for investors who wish to invest in the
 Sub-accounts but also wish to protect their principal, as of a specific date
 in the future. They are the Balanced Investment Program, the Highest Daily
 Lifetime Five Income Benefit and the Guaranteed Return Option Plus/SM/. (GRO
 Plus/SM/). GRO Plus/SM/ is not available in all states. In some states where
 GRO Plus is not available we offer the Guaranteed Return Option (GRO).)
 Generally, all three programs allow you to allocate a portion of your Account
 Value to the available Sub-accounts while ensuring that your Account Value
 will at least equal your contributions adjusted for withdrawals and transfers
 on a specified date. Under GRO Plus, Account Value is allocated to and
 maintained in Fixed Allocations to the extent we, in our sole discretion, deem
 it is necessary to support our guarantee under the program. Highest Daily
 Lifetime Five also includes in a specialized asset transfer component under
 which we may transfer Account Value between permitted Sub-accounts and a fixed
 interest rate account. This differs from the Balanced Investment Program where
 a set amount is allocated to a Fixed Allocation regardless of the performance
 of the underlying Sub-accounts or the interest rate environment after the
 amount is allocated to a Fixed Allocation. Under Highest Daily Lifetime Five,
 the "return of premium" component is only one feature of the benefit and only
 applies if no withdrawals are taken for the first ten years after benefit
 election. Generally, more of your Account Value will be allocated to the
 Sub-accounts under the GRO Plus and Highest Daily Lifetime Five programs than
 under the Balanced Investment Program (although in periods of poor market
 performance, low interest rates and/or, as the option progresses to its
 maturity date, this may not be the case). You may not want to use any of these
 programs if you expect to begin taking annuity payments before the program
 would be completed. In addition, as with most return of premium programs,
 amounts that are available to allocate to the Sub-accounts may be
 substantially less than they would be if you did not elect a return of premium
 program. This means that, if investment experience in the Sub-accounts were
 positive, your Account Value would grow at a slower rate than if you did not
 elect a return of premium program and allocated all of your Account Value to
 the Sub-accounts.

 There is no additional charge for participation in the Balanced Investment
 Program. There is an additional charge if you elect either GRO Plus or Highest
 Daily Lifetime Five. See below for a description of the Balanced Investment
 Program. See the "Living Benefit Programs" section of the Prospectus for
 details on GRO Plus and Highest Daily Lifetime Five. Restrictions and
 limitations apply.


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

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

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



 MAY I GIVE MY FINANCIAL PROFESSIONAL PERMISSION TO FORWARD TRANSACTION
 INSTRUCTIONS?

 Yes. Subject to our rules, your Financial Professional may forward
 instructions regarding the allocation of your Account Value, and request
 financial transactions involving investment options. If your Financial
 Professional has this authority, we deem that


                                      28




 all transactions that are directed by your Financial Professional with respect
 to your Annuity have been authorized by you. You must contact us immediately
 if and when you revoke such authority. We will not be responsible for acting
 on instructions from your Financial Professional until we receive notification
 of the revocation of such person's authority. We may also suspend, cancel or
 limit these privileges at any time. We will notify you if we do.


 MAY I AUTHORIZE MY THIRD PARTY INVESTMENT ADVISOR TO MANAGE MY ACCOUNT?
 Yes. You may engage your own investment advisor to manage your account. These
 investment advisors may be firms or persons who also are appointed by us, or
 whose affiliated broker-dealers are appointed by us, as authorized sellers of
 the Annuities. Even if this is the case, however, please note that the
 investment advisor you engage to provide advice and/or make transfers for you,
 is not acting on our behalf, but rather is acting on your behalf. We do not
 offer advice about how to allocate your Account Value under any circumstance.
 As such, we are not responsible for any recommendations such investment
 advisors make, any investment models or asset allocation programs they choose
 to follow or any specific transfers they make on your behalf.

 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 the extent permitted) to pay
 for the investment advisor's fee, as with any other withdrawal from your
 Annuity, you may incur adverse tax consequences, a CDSC and/or a market value
 adjustment. Withdrawals to pay your investment advisor generally will also
 reduce the level of various living and death benefit guarantees provided (e.g.
 the withdrawals will reduce proportionately your 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. If
 your investment advisor has also acted as your Financial Professional with
 respect to the sale of your Annuity, he or she may be receiving compensation
 for services provided both as a Financial Professional and investment advisor.
 Alternatively, the investment advisor may compensate the Financial
 Professional from whom you purchased your Annuity for the referral that led
 you to enter into your investment advisory relationship with the investment
 advisor. If you are interested in the details about the compensation that your
 investment advisor and/or your Financial Professional receive in connection
 with your Annuity, you should ask them for more details.

 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 American Skandia as a condition of our accepting transactions
 on your behalf. The administrative agreement may impose limitations on the
 Financial Professional's or investment advisor's ability to request financial
 transactions on your behalf. These limitations are intended to minimize the
 detrimental impact of a Financial Professional who is in a position to
 transfer large amounts of money for multiple clients in a particular Portfolio
 or type of portfolio or to comply with specific restrictions or limitations
 imposed by a Portfolio(s) of American Skandia

 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.americanskandia.prudential.com).

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

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

 The interest rate credited to a Fixed Allocation is the rate in effect when
 the Guarantee Period begins and does not change during the Guarantee Period.
 The rates are an effective annual rate of interest. We determine the interest
 rates for the various Guarantee

                                      29



 Periods. At the time that we confirm your Fixed Allocation, we will advise you
 of the interest rate in effect and the date your Fixed Allocation matures. We
 may change the rates we credit new Fixed Allocations at any time. Any change
 in interest rate does not affect Fixed Allocations that were in effect before
 the date of the change. To inquire as to the current rates for Fixed
 Allocations, please call 1-800-752-6342.

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

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

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

 American Skandia 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 more than 30
 days before the end of its Guarantee Period, we will adjust the value of your
 investment based on a formula, called a "Market Value Adjustment" or "MVA".
 The amount of any Market Value Adjustment can be either positive or negative,
 depending on the movement of a combination of Strip Yields on Strips and an
 Option-adjusted Spread (each as defined below) between the time that you
 purchase the Fixed Allocation and the time you make a transfer or withdrawal.
 The Market Value Adjustment formula compares the combination of Strip Yields
 for Strips and the Option-adjusted Spreads as of the date the Guarantee Period
 began with the combination of Strip Yields for Strips and the Option-adjusted
 Spreads as of the date the MVA is being calculated. In certain states the
 amount of any Market Value Adjustment may be limited under state law or
 regulation. If your Annuity is governed by the laws of that state, any Market
 Value Adjustment that applies will be subject to our rules for complying with
 such law or regulation.

..   "Strips" are a form of security where ownership of the interest portion of
    United States Treasury securities are separated from ownership of the
    underlying principal amount or corpus.
..   "Strip Yields" are the yields payable on coupon Strips of United States
    Treasury securities.

                                      30



..   "Option-adjusted Spread" is the difference between the yields on corporate
    debt securities (adjusted to disregard options on such securities) and
    government debt securities of comparable duration. We currently use the
    Merrill Lynch 1 to 10 year Investment Grade Corporate Bond Index of
    Option-adjusted Spreads.

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

                         [(1+I) / (1+J+0.0010)]/N365/

 where:

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

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

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

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

                            [(1 + I)/(1 + J)]/N365/

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

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

     MVA Factor = [(1+I)/(1+J+0.0010)]/N365/= [1.055/1.041]/2/ /= 1.027078
                          Interim Value = $57,881.25
       Account Value after MVA = Interim Value x MVA Factor = $59,448.56

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

     MVA Factor = [(1+I)/(1+J+0.0010)]/N365/= [1.055/1.071]/2/ = 0.970345
                          Interim Value = $57,881.25
       Account Value after MVA = Interim Value x MVA Factor = $56,164.78

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

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



                                      31






                            ACCESS TO ACCOUNT VALUE

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

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

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

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

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


  .   To meet liquidity needs, you can withdraw a limited amount from your
      Annuity during each Annuity Year without application of any CDSC. We call
      this the "Free Withdrawal" amount. The Free Withdrawal amount is not
      available if you choose to surrender your Annuity. Amounts withdrawn as a
      Free Withdrawal do not reduce the amount of CDSC that may apply upon a
      subsequent withdrawal or surrender of your Annuity. The minimum Free
      Withdrawal you may request is $100.
  .   You can also make withdrawals in excess of the Free Withdrawal amount.
      The minimum partial withdrawal you may request is $100.


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

 1. First determine what, if any, amounts qualify as a Free Withdrawal. These
    amounts are not subject to the CDSC.

 2. Next determine what, if any, remaining amounts are withdrawals of Purchase
    Payments. Amounts in excess of the Free Withdrawal amount will be treated
    as withdrawals of Purchase Payments unless all Purchase Payments have been
    previously withdrawn. These amounts are subject to the CDSC. Purchase
    Payments are withdrawn on a first in, first out basis.

 3. Withdraw any remaining amounts from any other Account Value. These amounts
    are not subject to the CDSC.

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

 Partial withdrawals may also be available following annuitization but only if
 you choose certain annuity payment options.

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

 HOW MUCH CAN I WITHDRAW AS A FREE WITHDRAWAL?
 The maximum Free Withdrawal amount during each Annuity Year is equal to 10% of
 all Purchase Payments that are subject to a CDSC. Withdrawals made within an
 Annuity Year reduce the Free Withdrawal amount available for the remainder of
 the Annuity Year. If you do not make a withdrawal during an Annuity Year, you
 are not allowed to carry over the Free Withdrawal amount to the next Annuity
 Year.

                                      32



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

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

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


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


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


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

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

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

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


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

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

                                      33



 withdrawn, rather than as a percentage of the remaining Account Value or
 withdrawal request. Thus, the CDSC would be greater than if it were calculated
 as a percentage of remaining Account Value or withdrawal amount. We may apply
 a Market Value Adjustment to any Fixed Allocations.

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

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

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

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


 This waiver of any applicable CDSC is subject to our rules, including but not
 limited to the following:
  .   The Annuitant must have been named or any change of Annuitant must have
      been accepted by us, prior to the "Contingency Event" described below in
      order to qualify for a medically-related surrender;
  .   the Annuitant must be alive as of the date we pay the proceeds of such
      surrender request;
  .   if the Owner is one or more natural persons, all such Owners must also be
      alive at such time;
  .   we must receive satisfactory proof of the Annuitant's confinement in a
      Medical Care Facility or Fatal Illness in writing on a form satisfactory
      to us;

  .   this option is not available if the total Purchase Payments received
      exceed $500,000 for all annuities issued by us with this benefit where
      the same person is named as Annuitant; and

  .   no additional Purchase Payments can be made to the Annuity


 A "Contingency Event" occurs if the Annuitant is:

  .   first confined in a "Medical Care Facility" while your Annuity is in
      force and remains confined for at least 90 days in a row; or
  .   first diagnosed as having a "Fatal Illness" while your Annuity is in
      force.

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

 WHAT TYPES OF ANNUITY OPTIONS ARE AVAILABLE?

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

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


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

 Please note, with respect to Optimum Plus, you may not annuitize within the
 first three Annuity Years and with respect to Optimum and Optimum Four, you
 may not annuitize within the first Annuity Year.

                                      34



 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.


 Option 2

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


 Option 3

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


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


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


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


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

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

 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


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


 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).


                                      35



 HOW ARE ANNUITY PAYMENTS CALCULATED?


 Fixed Annuity Payments

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



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

                                      36



                            LIVING BENEFIT PROGRAMS

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

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

..   protecting a principal amount from decreases in value as of specified
    future dates due to investment performance;
..   taking withdrawals with a guarantee that you will be able to withdraw not
    less than a principal amount over time;
..   guaranteeing a minimum amount of growth will be applied to your principal,
    if it is to be used as the basis for certain types of lifetime income
    payments; or
..   providing spousal continuation of certain benefits.


 The "living benefits" that American Skandia offers are the Guaranteed Return
 Option Plus (GRO Plus), the Guaranteed Minimum Withdrawal Benefit (GMWB), the
 Guaranteed Minimum Income Benefit (GMIB), the Lifetime Five Income Benefit,
 the Spousal Lifetime Five Income Benefit and the Highest Daily Lifetime Five
 Income Benefit. Please refer to the benefit descriptions that follow for a
 complete description of the terms, conditions and limitations of each optional
 benefit. Investment restrictions apply if you elect certain optional living
 benefits. You should consult with your Financial Professional to determine if
 any of these optional benefits may be appropriate for you based on your
 financial needs. There are many factors to consider, but we note that among
 them you may want to evaluate the tax implications of these different
 approaches to meeting your needs, both between these benefits and in
 comparison to other potential solutions to your needs (e.g., comparing the tax
 implications of the withdrawal benefit and annuity payments).


 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
 the Guaranteed Return Option program (and it is currently active), the
 Guaranteed Minimum Withdrawal Benefit, the Guaranteed Minimum Income Benefit,
 the Lifetime Five Income Benefit, the Spousal Lifetime Five Income Benefit,
 the Highest Daily Value Death Benefit, the Highest Daily Lifetime Five Income
 Benefit, or the Dollar Cost Averaging program if it involves transfers out of
 the Fixed Allocations.


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

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

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

                                      37



 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, American Skandia 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,
      American Skandia 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, American Skandia
      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, American Skandia 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.

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

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

 Charges for other optional benefits under your Annuity that are deducted as an
 annual charge in arrears will not reduce the applicable guaranteed amount
 under the Guaranteed Return Option Plus program and any third party investment
 advisory service will be treated as withdrawals and will reduce the applicable
 guaranteed amount.

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

 Example 1. Dollar-For-Dollar Reduction
 A $10,000 withdrawal is taken on November 29, 2004 (in the first Annuity
 Year). No prior withdrawals have been taken. As the amount withdrawn is less
 than the Dollar-for-dollar Limit:
..   The base guarantee amount is reduced by the amount withdrawn (i.e., by
    $10,000, from $250,000 to $240,000).

                                      38



..   The remaining dollar-for-dollar limit ("Remaining Limit") for the balance
    of the first Annuity Year is also reduced by the amount withdrawn (from
    $12,500 to $2,500).

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


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


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

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

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

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

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

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

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

                                      39



 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.

 American Skandia 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. American Skandia reserves the right to change
 the allocation mechanism and the reallocation trigger at its discretion,
 subject to regulatory approval where required. Changes to the allocation
 mechanism and/or the reallocation trigger may be applied to existing programs
 where allowed by law.

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

 Termination of the Program

 You can elect to terminate the enhanced guarantee but maintain the protection
 provided by the base guarantee. You also can terminate the Guaranteed Return
 Option Plus program entirely. If you terminate the program entirely, you can
 subsequently elect to participate in the program again (based on the Account
 Value on that date) by furnishing the documentation we require. In a rising
 market, you could, for example, terminate the program on a given Valuation Day
 and two weeks later reinstate the program with a 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 the Guaranteed Return Option Plus program will no longer be
 deducted from your Account Value upon termination of the program.

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

                                      40



..   Transfers from the Sub-accounts to Fixed Allocations or from Fixed
    Allocations to the Sub-accounts under the program will not count toward the
    maximum number of free transfers allowable under an Annuity.
..   Any amounts applied to your Account Value by American Skandia on the
    maturity date or any anniversary of the maturity date will not be treated
    as "investment in the contract" for income tax purposes.


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

 Charges under the Program

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

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


 GUARANTEED RETURN OPTION (GRO)


 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 the GRO Plus, the Guaranteed Minimum Withdrawal
 Benefit, the Guaranteed Minimum Income Benefit, the Lifetime Five Income
 Benefit, the Spousal Lifetime Five Income Benefit, the Highest Daily Lifetime
 Five Income 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 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, American Skandia 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,
 American Skandia will apply additional amounts to your Annuity from its
 general account to increase your Account Value to be equal to the Protected
 Principal Value. Any amounts added to your Annuity to support our guarantee
 under the program will be applied to the Fixed Allocation first and then to
 the Sub-accounts pro rata, based on your most recent allocation instructions
 in accordance with the allocation mechanism we use under the program. We will
 notify you of any amounts added to your Annuity under the program. If our
 assumptions are correct and the operations relating to the administration of
 the program work properly, we do not expect that we will need to add
 additional amounts to an Annuity. The Protected Principal Value is generally
 referred to as the "Guaranteed Amount" in the rider we issue for this benefit.

                                      41



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

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

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

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

 American Skandia 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. American Skandia reserves the right to change
 the allocation mechanism and the reallocation trigger at its discretion,
 subject to regulatory approval where required. Changes to the allocation
 mechanism and/or the reallocation trigger may be applied to existing programs
 where allowed by law.

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

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

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

                                      42



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

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

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

 Special Considerations under the Guaranteed Return Option
 This program is subject to certain rules and restrictions, including, but not
 limited to the following:
..   Upon inception of the program, 100% of your Account Value must be allocated
    to the Sub-accounts. The Fixed Allocation may not be in effect as of the
    date that you elect to participate in the program. However, the
    reallocation trigger may transfer Account Value to the Fixed Allocation as
    of the effective date of the program under some circumstances.
..   Annuity Owners cannot allocate any portion of Purchase Payments (including
    any Credits applied to such Purchase Payments under Optimum Plus) or
    transfer Account Value to or from the Fixed Allocation while participating
    in the program; however, all or a portion of any Purchase Payments
    (including any Credits applied to such Purchase Payments under Optimum
    Plus) may be allocated by us to the Fixed Allocation to support the amount
    guaranteed. You cannot participate in any dollar cost averaging program
    that transfers Account Value from a Fixed Allocation to a Sub-account.
..   Transfers from the Fixed Allocation made as a result of the allocation
    mechanism under the program will be subject to the Market Value Adjustment
    formula under an Annuity; however, the 0.10% liquidity factor in the
    formula will not apply. A Market Value Adjustment may be either positive or
    negative. Transfer amounts will be taken from the most recently established
    Fixed Allocation.
..   Transfers from the Sub-accounts to the Fixed Allocation or from the Fixed
    Allocation to the Sub-accounts under the program will not count toward the
    maximum number of free transfers allowable under an Annuity.
..   Any amounts applied to your Account Value by American Skandia on the
    maturity date or any anniversary of the maturity date will not be treated
    as "investment in the contract" for income tax purposes.
..   Low interest rates may require allocation to the Fixed Allocation even when
    the current Account Value exceeds the guarantee.
..   As the time remaining until the applicable maturity date gradually
    decreases the program will become increasingly sensitive to moves to the
    Fixed Allocation.
..   We currently limit the Sub-accounts in which you may allocate Account Value
    if you participate in this program. We reserve the right to transfer any
    Account Value in a prohibited investment option to an eligible investment
    option. Should we prohibit access to any investment option, any transfers
    required to move Account Value to eligible investment options will not be
    counted in determining the number of free transfers during an Annuity Year.
    We may also require that you allocate your Account Value according to an
    asset allocation model.

 Charges under the Program

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


 GUARANTEED 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 the Guaranteed Return
 Option, Guaranteed Return Option Plus, the Guaranteed Minimum Income Benefit
 or the Lifetime Five Income Benefit, the Spousal Lifetime Five Income Benefit
 or the Highest Daily Lifetime Five Income 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

                                      43



 and amount of withdrawals. The program may be appropriate if you intend to
 make periodic withdrawals from your Annuity and wish to ensure that market
 performance will not affect your ability to protect your principal. You are
 not required to make withdrawals as part of the program - the guarantee is not
 lost if you withdraw less than the maximum allowable amount of principal each
 year under the rules of the program. There is an additional charge if you
 elect the GMWB program; however, the charge may be waived under certain
 circumstances described below.

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

 The Protected Value is determined as of the date you make your first
 withdrawal under your Annuity following your election of the GMWB program. The
 initial Protected Value is equal to the greater of (A) the Account Value on
 the date you elect the GMWB program, plus any additional Purchase Payments
 (plus any Credits applied to such Purchase Payments under Optimum Plus) before
 the date of your first withdrawal; or (B) the Account Value as of the date of
 the first withdrawal from your Annuity. The Protected Value may be enhanced by
 increases in your Account Value due to market performance during the period
 between your election of the GMWB program and the date of your first
 withdrawal.

..   If you elect the GMWB program at the time you purchase your Annuity, the
    Account Value will be your initial Purchase Payment (plus any Credits
    applied to such Purchase Payments under Optimum Plus).
..   If we offer the GMWB program to existing Annuity Owners, the Account Value
    on the anniversary of the Issue Date of your Annuity following your
    election of the GMWB program will be used to determine the initial
    Protected Value.
..   If you make additional Purchase Payments after your first withdrawal, the
    Protected Value will be increased by the amount of the additional Purchase
    Payment (plus any Credits applied to such Purchase Payments under Optimum
    Plus).

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

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

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

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

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

                                      44



..   Additional Purchase Payments will increase the Protected Annual Withdrawal
    Amount by 7% of the applicable Purchase Payment (and any Credits we apply
    to such Purchase Payments under Optimum Plus).
..   If the Protected Annual Withdrawal Amount after an adjustment exceeds the
    Protected Value, the Protected Annual Withdrawal Amount will be set equal
    to the Protected Value.

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

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

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

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

 The resulting Protected Value is: $232,500 X (1 - $2,500 / $212,500), or
 $229,764.71.
..   the Protected Annual Withdrawal Amount is also reduced by the ratio of A to
    B: The resulting Protected Annual Withdrawal Amount is: $17,500 X (1 -
    $2,500 / $212,500), or $17,294.12.
..   The remaining Protected Annual Withdrawal Amount is set to zero (0) for the
    balance of the first Annuity Year.

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

..   the remaining Protected Annual Withdrawal Amount for the balance of the
    second Annuity Year is also reduced by the amount withdrawn (from
    $17,294.12 to $7,294.12).


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

                                      45



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

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

 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 American Skandia or its
 affiliated companies.

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

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

 Charges under the Program

 Currently, we deduct a charge equal to 0.35% of the average daily net assets
 of the Sub-accounts per year to purchase the GMWB program. The annual charge
 is deducted daily.


..   If, during the seven years following the effective date of the program, you
    do not make any withdrawals, and do not make any additional Purchase
    Payments after a five-year period following the effective date of the
    program, the program will remain in effect; however, we will waive the
    annual charge going forward. If you make an additional Purchase Payment
    following the waiver of the annual charge, we will begin charging for the
    program. After year seven (7) following the effective date of the program,
    withdrawals will not cause a charge to be re-imposed.

..   If you elect to step-up the Protected Value under the program, and on the
    date you elect to step-up, the charges under the program have changed for
    new purchasers, your program may be subject to the new charge level for the
    benefit.

 Additional Tax Considerations for Qualified Contracts/Arrangements

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


                                      46




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


 GUARANTEED MINIMUM INCOME BENEFIT (GMIB)

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

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

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

 The Protected Income Value is subject to a limit of 200% (2X) of the sum of
 the Protected Income Value established on the effective date of the GMIB
 program, or the effective date of any step-up value, plus any additional
 Purchase Payments (and any Credit that is applied to such Purchase Payments in
 the case of Optimum Plus) made after the waiting period begins ("Maximum
 Protected Income Value"), minus the sum of any reductions in the Protected
 Income Value due to withdrawals you make from your Annuity after the waiting
 period begins.

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

 Stepping-Up the Protected Income Value - You may elect to "step-up" or "reset"
 your Protected Income Value if your Account Value is greater than the current
 Protected Income Value. Upon exercise of the step-up provision, your initial
 Protected Income Value will be reset equal to your current Account Value. From
 the date that you elect to step-up the Protected Income Value, we

                                      47



 will apply the 5% annual growth rate to the stepped-up Protected Income Value,
 as described above. You can exercise the step-up provision twice while the
 GMIB program is in effect, and only while the Annuitant is less than age 76.

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

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

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

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

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


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


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

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

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

                                      48



 Key Feature - GMIB Annuity Payments

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

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


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

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

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

 GMIB Annuity Payment Option 2 - Payments for Joint Lives with a Certain Period
 Under this option, monthly annuity payments will be made until the death of
 both the Annuitant and the Joint Annuitant. If the Annuitant and the Joint
 Annuitant die before having received 120 monthly annuity payments, the
 remainder of the 120 monthly annuity payments will be made to the Beneficiary.

..   If the Annuitant dies first, we will continue to make payments until the
    later of the death of the Joint Annuitant and the end of the period
    certain. However, if the Joint Annuitant is still receiving annuity
    payments following the end of the certain period, we will reduce the amount
    of each subsequent payment to 50% of the original payment amount.
..   If the Joint Annuitant dies first, we will continue to make payments until
    the later of the death of the Annuitant and the end of the period certain.

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

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

                                      49



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

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

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

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

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

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

 LIFETIME FIVE INCOME BENEFIT (LIFETIME FIVE)


 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 Spousal Lifetime Five or
 Highest Daily Lifetime Five. The Annuitant must be at least 45 years old when
 the program is elected. The Lifetime Five Income Benefit program is not
 available if you elect any other optional living benefit. As long as your
 Lifetime Five Income Benefit is in effect, you must allocate your Account
 Value in accordance with the then permitted and available option(s) with this
 program. Currently, you are required to enroll and maintain your Account Value
 in the asset allocation program if you elect this benefit.


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

                                      50



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

 Key Feature - Protected Withdrawal Value

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

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

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

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

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

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

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

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


                                      51




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

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

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


 Key Feature - Annual Income Amount under the Life Income Benefit

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


 Key Feature - Annual Withdrawal Amount under the Withdrawal Benefit

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


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

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

                                      52



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


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


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

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

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

 Example 1. Dollar-For-Dollar reduction
 If $10,000 was withdrawn (less than both the Annual Income Amount and the
 Annual Withdrawal Amount) on March 1, 2006, then the following values would
 result:

  .   Remaining Annual Withdrawal Amount for current Annuity Year = $18,550 -
      $10,000 = $8,550
 Annual Withdrawal Amount for future Annuity Years remains at $18,550


  .   Remaining Annual Income Amount for current Annuity Year = $13,250 -
      $10,000 = $3,250.

  .   Annual Income Amount for future Annuity Years remains at $13,250
  .   Protected Withdrawal Value is reduced by $10,000 from $265,000 to $255,000


 Example 2. Dollar-For-Dollar and Proportional Reductions

(a)If $15,000 was withdrawn (more than the Annual Income Amount but less than
   the Annual Withdrawal Amount) on March 1, 2006, then the following values
   would result:

  .   Remaining Annual Withdrawal Amount for current Annuity Year = $18,550 -
      $15,000 = $3,550
  .   Annual Withdrawal Amount for future Annuity Years remains at $18,550
  .   Remaining Annual Income Amount for current Annuity Year = $0

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

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

(b)If $25,000 was withdrawn (more than both the Annual Income Amount and the
   Annual Withdrawal Amount) on March 1, 2006, then the following values would
   result:

  .   Remaining Annual Withdrawal Amount for current Annuity Year = $0
  .   Excess of withdrawal over the Annual Withdrawal Amount ($25,000 - $18,550
      = $6,450) reduces Annual Withdrawal Amount for future Annuity Years.
  .   Reduction to Annual Withdrawal Amount = Excess Withdrawal/Account Value
      before Excess Withdrawal X Annual Withdrawal Amount = $6,450/($263,000 -
      $18,550) X $18,550 = $489

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

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

                                      53



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

  .   Reduction to Annual Income Amount = Excess Income/ Account Value before
      Excess Income X Annual Income Amount = $11,750/($263,000 - $13,250) X
      $13,250 = $623
  .   Annual Income Amount for future Annuity Years = $13,250 - $623 = $12,627
  .   Protected Withdrawal Value is first reduced by the Annual Withdrawal
      Amount ($18,550) from $265,000 to $246,450. It is further reduced by the
      greater of a dollar-for-dollar reduction or a proportional reduction.
      Dollar-for-dollar reduction = $25,000 - $18,550 = $6,450
  .   Proportional reduction = Excess Withdrawal/Account Value before Excess
      Withdrawal X Protected Withdrawal Value = $6,450/($263,000 - $18,550) X
      $246,450 = $6,503 Protected Withdrawal Value = $246,450 - max {$6,450,
      $6,503} = $239,947


 BENEFITS UNDER THE LIFETIME FIVE PROGRAM

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

  .   If annuity payments are to begin under the terms of your Annuity or if
      you decide to begin receiving annuity payments and there is any Annual
      Income Amount due in subsequent Annuity Years or any remaining Protected
      Withdrawal Value, you can elect one of the following three options:

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

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

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

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

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

 Other Important Considerations
..   Withdrawals under the Lifetime Five program are subject to all of the terms
    and conditions of your Annuity, including any applicable CDSC.

                                      54



..   Withdrawals made while the Lifetime Five program is in effect will be
    treated, for tax purposes, in the same way as any other withdrawals under
    your Annuity. The Lifetime Five program does not directly affect your
    Annuity's Account Value or Surrender Value, but any withdrawal will
    decrease the Account Value by the amount of the withdrawal (plus any
    applicable CDSC). If you surrender your Annuity, you will receive the
    current Surrender Value, not the Protected Withdrawal Value.

..   You can make withdrawals from your Annuity while your Account Value is
    greater than zero without purchasing the Lifetime Five program. The
    Lifetime Five program provides a guarantee that if your Account Value
    declines due to market performance, you will be able to receive your
    Protected Withdrawal Value or Annual Income Amount in the form of periodic
    benefit payments.
..   In general, you must allocate your Account Value in accordance with the
    then available investment option(s) that we may prescribe in order to elect
    and maintain the benefit. If, subsequent to your election of the benefit,
    we change our requirements for how Account Value must be allocated under
    the benefit, the new requirement will apply only to new elections of the
    benefit, and we will not compel you to re-allocate your Account Value in
    accordance with our newly-adopted requirements. Subsequent to any change in
    requirements, transfers of Account Value and allocation of additional
    Purchase Payments may be subject to the new investment limitations.


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


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

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


 Termination of the Program

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

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

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


                                      55




 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 INCOME BENEFIT (SPOUSAL LIFETIME FIVE)


 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 will be a restriction on
 your ability to re-elect Spousal Lifetime Five or elect Highest Daily Lifetime
 Five or Lifetime Five. (See "Election of and Designations under the Program"
 below for details) Spousal Lifetime Five must be elected based on two
 Designated Lives, as described below. Each Designated Life must be at least 55
 years old when the benefit is elected. The Spousal Lifetime Five program is
 not available if you elect any other optional living benefit or optional death
 benefit. As long as your Spousal Lifetime Five Income Benefit is in effect,
 you must allocate your Account Value in accordance with the then permitted and
 available option(s) with this program. Currently, you are required to enroll
 and maintain your Account Value in the asset allocation program if you elect
 this benefit.


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

 Key Feature - Initial Protected withdrawal Value

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


  .   If you elect the Spousal Lifetime Five program at the time you purchase
      your Annuity, the Account Value will be your initial Purchase Payment.
  .   For existing Owners who are electing the Spousal Lifetime Five benefit,
      the Account Value on the date of your election of the Spousal Lifetime
      Five program will be used to determine the initial Protected Withdrawal
      Value.

 Key Feature - Annual Income Amount under the Spousal Life Income Benefit

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

 Step-Up of Annual Income Amount
 You may elect to step-up your Annual Income Amount if, due to positive market
 performance, 5% of your Account Value is greater than the Annual Income
 Amount. You are eligible to step-up the Annual Income Amount on or after the
 1/st/ anniversary of


                                      56




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

 An optional automatic step-up ("Auto Step-Up") feature is available for this
 benefit. This feature may be elected at the time the benefit is elected or at
 any time while the benefit is in force. If you elect this feature, the first
 Auto Step-Up opportunity will occur on the 1/st/ Annuity Anniversary that is
 at least one year after the later of (1) the date of the first withdrawal
 under the Spousal Lifetime Five program or (2) the most recent step-up. At
 this time, your Annual Income Amount will be stepped-up if 5% of your Account
 Value is greater than the Annual Income Amount by any amount. If 5% of the
 Account Value does not exceed the Annual Income Amount, then an Auto Step-Up
 opportunity will occur on each successive Annuity Anniversary until a step-up
 occurs. Once a step-up occurs, the next Auto Step-Up opportunity will occur on
 the 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
 (a) If $15,000 was withdrawn (more than the Annual Income Amount) on March 1,
 2006, then the following values would result:

  .   Remaining Annual Income Amount for current Annuity Year = $0 Excess of
      withdrawal over the Annual Income Amount ($15,000 - $13,250 = $1,750)
      reduces Annual Income Amount for future Annuity Years.


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


  .   Annual Income Amount for future Annuity Years = $13,250 - $93 = $13,157

 Example 3. Step-Up of the Annual Income Amount

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


                                      57



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

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

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

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

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

 Other Important Considerations
..   Withdrawals under the Spousal Lifetime Five program are subject to all of
    the terms and conditions of the Annuity, including any CDSC.

..   Withdrawals made while the Spousal Lifetime Five program is in effect will
    be treated, for tax purposes, in the same way as any other withdrawals
    under the Annuity. The Spousal Lifetime Five program does not directly
    affect the Annuity's Account Value or Surrender Value, but any withdrawal
    will decrease the Account Value by the amount of the withdrawal (plus any
    applicable CDSC). If you surrender your Annuity, you will receive the
    current Surrender Value, not the Protected Withdrawal Value.

..   You can make withdrawals from your Annuity while your Account Value is
    greater than zero without purchasing the Spousal Lifetime Five program. The
    Spousal Lifetime Five program provides a guarantee that if your Account
    Value declines due to market performance, you will be able to receive your
    Annual Income Amount in the form of periodic benefit payments.

..   In general, you must allocate your Account Value in accordance with the
    then available investment option(s) that we may prescribe in order to elect
    and maintain the benefit. If, subsequent to your election of the benefit,
    we change our requirements for how Account Value must be allocated under
    the benefit, the new requirement will apply only to new elections of the
    benefit, and we will not compel you to re-allocate your Account Value in
    accordance with our newly-adopted requirements. Subsequent to any change in
    requirements, transfers of Account Value and allocation of additional
    Purchase Payments may be subject to the new investment limitations.
..   There may be circumstances where you will continue to be charged the full
    amount for the Spousal Lifetime Five program even when the benefit is only
    providing a guarantee of income based on one life with no survivorship.
..   In order for the Surviving Designated Life to continue the Spousal Lifetime
    Five program upon the death of an owner, the Designated Life must elect to
    assume ownership of the Annuity under the spousal continuation option. When
    the Annuity is owned by a Custodial Account, in order for Spousal Lifetime
    Five to be continued after the death of the first Designated Life (the
    Annuitant), the Custodial Account must elect to continue the Annuity and
    the second Designated Life (the Contingent Annuitant) will be named as the
    new Annuitant. See "Spousal Designations and "Spousal - Assumption of
    Annuity" in this Prospectus.


 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


                                      58




  .   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 will only be permitted to
 re-elect Spousal Lifetime Five or elect Highest Daily Lifetime Five or
 Lifetime Five on any anniversary of the Issue Date that is at least 90
 calendar days from the date the benefit was last terminated.


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

 Termination of the Program
 The program terminates automatically when your Annual Income Amount equals
 zero. You may terminate the program at any time by notifying us. If you
 terminate the program, any guarantee provided by the benefit will terminate as
 of the date the termination is effective and certain restrictions on
 re-election of the benefit will apply as described above. We reserve the right
 to further limit the frequency election in the future. The program terminates
 upon your surrender of the Annuity, upon the first Designated Life to die if
 the Annuity is not continued, upon the second Designated Life to die or upon
 your election to begin receiving annuity payments. The charge for the Spousal
 Lifetime Five program will no longer be deducted from your Account Value upon
 termination of the program.


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

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

 HIGHEST DAILY LIFETIME FIVE INCOME BENEFIT (HIGHEST DAILY LIFETIME FIVE)

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


                                      59




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

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

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

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

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

 The Enhanced Protected Withdrawal Value is only calculated if you do not take
 a withdrawal prior to the Tenth Anniversary. Thus, if you do take a withdrawal
 prior to the Tenth Anniversary, you are not eligible to receive Enhanced
 Protected Withdrawal Value. If so, then on or after the Tenth Anniversary up
 until the date of the first withdrawal, the Enhanced Protected Withdrawal
 Value is equal to the sum of:
       (a)200% of the Account Value on the date you elected Highest Daily
          Lifetime Five;
       (b)200% of all Purchase Payments (and any associated Credits) made
          during the one-year period after the date you elected Highest Daily
          Lifetime Five; and
       (c)100% of all Purchase Payments (and any associated Credits) made more
          than one year after the date you elected Highest Daily Lifetime Five,
          but prior to the date of your first withdrawal.

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

 Key Feature - Total Annual Income Amount under the Highest Daily Lifetime Five
 Benefit
 The initial Total Annual Income Amount is equal to 5% of the Total Protected
 Withdrawal Value. For purposes of the asset transfer formula described below,
 we also calculate a Highest Daily Annual Income Amount, which is initially
 equal to 5% of the Protected Withdrawal Value. Under the Highest Daily
 Lifetime Five benefit, if your cumulative withdrawals in an Annuity Year are
 less than or equal to the Total Annual Income Amount, they will not reduce
 your Total Annual Income Amount in subsequent Annuity


                                      60




 Years, but any such withdrawals will reduce the Total Annual Income Amount on
 a dollar-for-dollar basis in that Annuity Year. If your cumulative withdrawals
 are in excess of the Total Annual Income Amount ("Excess Income"), your Total
 Annual Income Amount in subsequent years will be reduced (except with regard
 to required minimum distributions) by the result of the ratio of the Excess
 Income to the Account Value immediately prior to such withdrawal (see examples
 of this calculation below). Reductions include the actual amount of the
 withdrawal, including any CDSC that may apply. A Purchase Payment that you
 make will increase the then-existing Total Annual Income Amount and Highest
 Daily Annual Income Amount by an amount equal to 5% of the Purchase Payment
 (including the amount of any associated Credits).

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

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

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

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

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

 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).


                                      61




 Here is the calculation:




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




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

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





                                Highest Quarterly Value
                                    (adjusted with       Adjusted Total Annual
                                    withdrawal and      Income Amount (5% of the
Date*             Account value  Purchase Payments)**   Highest Quarterly Value)
- -----             ------------- ----------------------- ------------------------
                                               
June 1, 2007       $118,000.00        $118,000.00              $5,900.00
August 6, 2007     $120,000.00        $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


                                      62




   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.

 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.


                                      63




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

 Currently, if you terminate the Highest Daily Lifetime Five benefit, you will
 (a) not be permitted to re-elect the benefit and (b) will be allowed to elect
 the Spousal Lifetime Five Benefit or the Lifetime Five Income 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 with
          respect to Optimum Plus) 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 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


                                      64




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

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

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

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

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

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


                                      65




 under the tax law. Please note, however, that any withdrawal you take prior to
 the Tenth Anniversary, even if withdrawn to satisfy required minimum
 distribution rules, will cause you to lose the ability to receive Enhanced
 Protected Withdrawal Value and an amount under the Return of Principal
 Guarantee.

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


                                      66



                                 DEATH BENEFIT

 WHAT TRIGGERS THE PAYMENT OF A DEATH BENEFIT?

 Each Annuity provides a Death Benefit during its accumulation period. If an
 Annuity is owned by one or more natural persons, the Death Benefit is payable
 upon the first death of an Owner. If an Annuity is owned by an entity, the
 Death Benefit is payable upon the Annuitant's death, if there is no Contingent
 Annuitant. Generally, if a Contingent Annuitant was designated before the
 Annuitant's death and the Annuitant dies, then the Contingent Annuitant
 becomes the Annuitant and a Death Benefit will not be paid at that time. The
 person upon whose death the Death Benefit is paid is referred to below as the
 "decedent."


 BASIC DEATH BENEFIT
 Each Annuity provides a basic Death Benefit at no additional charge. The
 Insurance Charge we deduct daily from your Account Value allocated to the
 Sub-accounts is used, in part, to pay us for the risk we assume in providing
 the basic Death Benefit guarantee under an Annuity. Each Annuity also offers
 four different optional Death Benefits that can be purchased for an additional
 charge. The additional charge is deducted to compensate American Skandia for
 providing increased insurance protection under the optional Death Benefits.
 Notwithstanding the additional protection provided under the optional Death
 Benefits, the additional cost has the impact of reducing the net performance
 of the investment options. In addition, with respect to Optimum Plus, under
 certain circumstances, your Death Benefit may be reduced by the amount of any
 Credits we applied to your Purchase Payments. (See "How are Credits Applied to
 My Account Value".)

 The basic Death Benefit is the greater of:

  .   The sum of all Purchase Payments (not including any Credits) less the sum
      of all proportional withdrawals.

  .   The sum of your Account Value in the Sub-accounts and your Interim Value
      in the Fixed Allocations.


 With respect to Optimum Plus, the basic Death Benefit is reduced by the amount
 of any Credits applied within 12 months prior to the date of death.


 "Proportional withdrawals" are determined by calculating the percentage of
 your Account Value that each prior withdrawal represented when withdrawn. For
 example, a withdrawal of 50% of Account Value would be considered as a 50%
 reduction in Purchase Payments for purposes of calculating the basic Death
 Benefit.

 OPTIONAL DEATH BENEFITS
 Four optional Death Benefits are offered for purchase with your Annuity to
 provide an enhanced level of protection for your beneficiaries.


 Currently, these benefits are only offered in those jurisdictions where we
 have received regulatory approval and must be elected at the time that you
 purchase your Annuity. We may, at a later date, allow existing Annuity Owners
 to purchase an optional Death Benefit subject to our rules and any changes or
 restrictions in the benefits. Certain terms and conditions may differ between
 jurisdictions once approved and if you purchase your Annuity as part of an
 exchange, replacement or transfer, in whole or in part, from any other Annuity
 we issue. The "Combination 5% Roll-up and Highest Anniversary Value" Death
 Benefit may only be elected individually, and cannot be elected in combination
 with any other optional Death Benefit. If you elect Spousal Lifetime Five, you
 are not permitted to elect an optional Death Benefit. With respect to Optimum
 Plus, under certain circumstances, each Optional Death Benefit that you elect
 may be reduced by the amount of Credits applied to your Purchase Payments.

 Investment Restrictions may apply if you elect certain optional death benefits.


 Enhanced Beneficiary Protection Optional Death Benefit
 The Enhanced Beneficiary Protection Optional Death Benefit can provide
 additional amounts to your Beneficiary that may be used to offset federal and
 state taxes payable on any taxable gains in your Annuity at the time of your
 death. Whether this benefit is appropriate for you may depend on your
 particular circumstances, including other financial resources that may be
 available to your Beneficiary to pay taxes on your Annuity should you die
 during the accumulation period. No benefit is payable if death occurs on or
 after the Annuity Date.


 The Enhanced Beneficiary Protection Optional Death Benefit provides a benefit
 that is payable in addition to the basic Death Benefit and certain other
 optional death benefits you may elect in conjunction with this benefit.

 If the Annuity has one Owner, the Owner must be age 75 or less at the time the
 benefit is purchased. If an Annuity has joint Owners, the oldest Owner must be
 age 75 or less. If an Annuity is owned by an entity, the Annuitant must be age
 75 or less.


                                      67



 Calculation Of Enhanced Beneficiary Protection Optional Death Benefit
 If you purchase the Enhanced Beneficiary Protection Optional Death Benefit,
 the Death Benefit is calculated as follows:

 1. the basic Death Benefit described above;

    PLUS

 2. 40% of your "Growth" under an Annuity, as defined below.

 "Growth" means the sum of your Account Value in the Sub-accounts and your
 Interim Value in the Fixed Allocations, minus the total of all Purchase
 Payments (less the amount of any Credits applied within 12-months prior to the
 date of death, with respect to Optimum Plus) reduced by the sum of all
 proportional withdrawals.

 "Proportional withdrawals" are determined by calculating the percentage of
 your Account Value that each prior withdrawal represented when withdrawn. For
 example, a withdrawal of 50% of Account Value would be considered as a 50%
 reduction in Purchase Payments.

 The Enhanced Beneficiary Protection Optional Death Benefit is subject to a
 maximum of 100% of all Purchase Payments applied to an Annuity at least 12
 months prior to the death of the decedent that triggers the payment of the
 Death Benefit.

 The Enhanced Beneficiary Protection Optional Death Benefit is being offered in
 those jurisdictions where we have received regulatory approval. Certain terms
 and conditions may differ between jurisdictions once approved. Please refer to
 the section entitled "Tax Considerations" for a discussion of special tax
 considerations for purchasers of this benefit. The Enhanced Beneficiary
 Protection Death Benefit is not available if you elect the "Combination 5%
 Roll-up and Highest Anniversary Value" Death Benefit or the Spousal Lifetime
 Five Income Benefit.


 See Appendix B for examples of how the Enhanced Beneficiary Protection
 Optional Death Benefit is calculated.

 Highest Anniversary Value Death Benefit ("HAV")
 If an Annuity has one Owner, the Owner must be age 79 or less at the time the
 Highest Anniversary Value Optional Death Benefit is purchased. If an Annuity
 has joint Owners, the oldest Owner must be age 79 or less. If an Annuity is
 owned by an entity, the Annuitant must be age 79 or less. Certain of the
 Portfolios offered as Sub-accounts under the Annuity are not available if you
 elect the Highest Anniversary Value Death Benefit. In addition, we reserve the
 right to require you to use certain asset allocation model(s) if you elect
 this death benefit.

 Calculation of Highest Anniversary Value Death Benefit
 The HAV Death Benefit depends on whether death occurs before or after the
 Death Benefit Target Date.

       If the Owner dies before the Death Benefit Target Date, the Death
       Benefit equals the greater of:

       1. the basic Death Benefit described above; and
       2. the Highest Anniversary Value as of the Owner's date of death.

       If the Owner dies on or after the Death Benefit Target Date, the Death
       Benefit equals the greater of:

       1. the basic Death Benefit described above; and
       2. the Highest Anniversary Value on the Death Benefit Target Date plus
          the sum of all Purchase Payments (including any Credits applied to
          such Purchase Payments more than twelve (12) months prior to date of
          death in the case of Optimum Plus) less the sum of all proportional
          withdrawals since the Death Benefit Target Date.

       The amount determined by this calculation is increased by any Purchase
       Payments received after the Owner's date of death and decreased by any
       proportional withdrawals since such date.


       The Highest Anniversary Value Death Benefit described above is currently
       being offered in those jurisdictions where we have received regulatory
       approval. Certain terms and conditions may differ between jurisdictions
       once approved. The Highest Anniversary Value Death Benefit is not
       available if you elect "Combination 5% Roll-up and Highest Anniversary
       Value" or the "Highest Daily Value" Death Benefit. It is also not
       available with Spousal Lifetime Five.


                                      68



 Please refer to the definition of Death Benefit Target Date below. This death
 benefit may not be an appropriate feature where the Owner's age is near the
 age specified in the Death Benefit Target Date. This is because the benefit
 may not have the same potential for growth as it otherwise would, since there
 will be fewer contract anniversaries before the death benefit target date is
 reached. The death benefit target date under this death benefit is earlier
 than the death benefit target date under the Combination 5% Roll-up and
 Highest Anniversary Value Death Benefit for Owners who are age 76 or older
 when an Annuity is issued, which may result in a lower value on the death
 benefit, since there will be fewer contract anniversaries before the death
 benefit target date is reached.

 See Appendix B for examples of how the Highest Anniversary Value Death Benefit
 is calculated.

 Combination 5% Roll-up and Highest Anniversary Value Death Benefit
 If an Annuity has one Owner, the Owner must be age 79 or less at the time the
 Combination 5% Roll-up and HAV Optional Death Benefit is purchased. If an
 Annuity has joint Owners, the oldest Owner must be age 79 or less. If the
 Annuity is owned by an entity, the Annuitant must be age 79 or less.


 If you elect this benefit, you must allocate your Account Value in accordance
 with the then permitted and available option(s) with this benefit. In
 addition, we reserve the right to require you to use certain asset allocation
 model(s) if you elect this Death Benefit.


 Calculation of the Combination 5% Roll-up and Highest Anniversary Value Death
 Benefit
 The Combination 5% Roll-up and HAV Death Benefit equals the greatest of:

       1. the basic Death Benefit described above; and
       2. the Highest Anniversary Value Death Benefit described above; and
       3. 5% Roll-up described below.

       The calculation of the 5% Roll-up depends on whether death occurs before
       or after the Death Benefit Target Date.

       If the Owner dies before the Death Benefit Target Date the 5% Roll up is
       equal to:

       .   all Purchase Payments (including any Credits applied to such
           Purchase Payments more than twelve (12) months prior to date of
           death in the case of Optimum Plus) increasing at an annual effective
           interest rate of 5% starting on the date that each Purchase Payment
           is made and ending on the Owner's date of death;

    MINUS

       .   the sum of all withdrawals, dollar for dollar up to 5% of the Death
           Benefit's value as of the prior contract anniversary (or Issue Date
           if the withdrawal is in the first contract year). Any withdrawals in
           excess of the 5% dollar for dollar limit are proportional.

       If the Owner dies on or after the Death Benefit Target Date the 5%
       Roll-up is equal to:

       .   the 5% Roll-up value as of the Death Benefit Target Date increased
           by total Purchase Payments (including any Credits applied to such
           Purchase Payments more than twelve (12) months prior to date of
           death in the case of Optimum Plus) made after the Death Benefit
           Target Date;

    MINUS

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

 In the case of Optimum Plus, as indicated, the amounts calculated in Items 1,
 2 and 3 above (before, on or after the Death Benefit Target Date) may be
 reduced by any Credits under certain circumstances. Please refer to the
 definitions of Death Benefit Target Date below. This Death Benefit may not be
 an appropriate feature where the Owner's age is near the age specified in the
 Death Benefit Target Date. This is because the benefit may not have the same
 potential for growth as it otherwise would, since there will be fewer Annuity
 anniversaries before the Death Benefit Target Date is reached.


 The "Combination 5% Roll-up and Highest Anniversary Value" Death Benefit
 described above is currently being offered in those jurisdictions where we
 have received regulatory approval. Certain terms and conditions may differ
 between jurisdictions once approved. The "Combination 5% Roll-up and Highest
 Anniversary Value" Death Benefit is not available if you elect any other
 optional Death Benefit or elect Spousal Lifetime Five.


                                      69




 See Appendix B for examples of how the "Combination 5% Roll-up and Highest
 Anniversary Value" Death Benefit is calculated.


 Key Terms Used with the Highest Anniversary Value Death Benefit and the
 Combination 5% Roll-up and Highest Anniversary Value Death Benefit:

..   The Death Benefit Target Date for the Highest Anniversary Value Death
    Benefit is the contract anniversary on or after the 80/th/ birthday of the
    current Owner, the oldest of either joint Owner or the Annuitant, if entity
    owned.
..   The Death Benefit Target Date for the Combination 5% Roll-up and HAV Death
    Benefit is the later of the contract anniversary on or after the 80/th/
    birthday of the current Owner, the oldest of either joint Owner or the
    Annuitant, if entity owned, or five years after the Issue Date of an
    Annuity.
..   The Highest Anniversary Value equals the highest of all previous
    "Anniversary Values" less proportional withdrawals since such anniversary
    and plus any Purchase Payments (including any Credits applied to such
    Purchase Payments more than twelve (12) months prior to the date of death
    in the case of Optimum Plus) since such anniversary.
..   The Anniversary Value is the Account Value as of each anniversary of the
    Issue Date of an Annuity. The Anniversary Value on the Issue Date is equal
    to your Purchase Payment. (including any Credits applied to such Purchase
    Payments more than twelve (12) months prior to the date of death in the
    case of Optimum Plus)
..   Proportional withdrawals are determined by calculating the percentage of
    your Account Value that each prior withdrawal represented when withdrawn.
    Proportional withdrawals result in a reduction to the Highest Anniversary
    Value or 5% Roll-up value by reducing such value in the same proportion as
    the Account Value was reduced by the withdrawal as of the date the
    withdrawal occurred. For example, if your Highest Anniversary Value or 5%
    Roll-up value is $125,000 and you subsequently withdraw $10,000 at a time
    when your Account Value is equal to $100,000 (a 10% reduction), when
    calculating the optional Death Benefit we will reduce your Highest
    Anniversary Value ($ 125,000) by 10% or $12,500.

 Highest Daily Value Death Benefit ("HDV")
 If an Annuity has one Owner, the Owner must be age 79 or less at the time the
 Highest Daily Value Death Benefit is elected. If an Annuity has joint Owners,
 the older Owner must be age 79 or less. If there are joint Owners, death of
 the Owner refers to the first to die of the joint Owners. If an Annuity is
 owned by an entity, the Annuitant must be age 79 or less and death of the
 Owner refers to the death of the Annuitant.


 If you elect this benefit, you must allocate your Account Value in accordance
 with the then permitted and available option(s) with this benefit. Currently,
 you are required to enroll and maintain your Account Value in the asset
 allocation program if you elect this benefit.


 The HDV Death Benefit depends on whether death occurs before or after the
 Death Benefit Target Date.

       If the Owner dies before the Death Benefit Target Date, the Death
       Benefit equals the greater of:

       1. the basic Death Benefit described above (including any Credits
          applied to such Purchase Payments more than twelve (12) months prior
          to the date of death in the case of Optimum Plus); and
       2. the HDV as of the Owner's date of death.

       If the Owner dies on or after the Death Benefit Target Date, the Death
       Benefit equals the greater of:

       1. the basic Death Benefit described above; and
       2. the HDV on the Death Benefit Target Date plus the sum of all Purchase
          Payments (including any Credits applied to such Purchase Payments
          more than twelve (12) months prior to the date of death in the case
          of Optimum Plus) less the sum of all proportional withdrawals since
          the Death Benefit Target Date.

       The amount determined by this calculation is increased by any Purchase
       Payments received after the Owner's date of death and decreased by any
       proportional withdrawals since such date.


       The Highest Daily Value Death Benefit described above is currently being
       offered in those jurisdictions where we have received regulatory
       approval. Certain terms and conditions may differ between jurisdictions
       once approved. The Highest Daily Value Death Benefit is not available if
       you elect the Guaranteed Return Option, Guaranteed Return Option Plus,
       Spousal Lifetime Five, Highest Daily Lifetime Five, the "Combination 5%
       Roll-up and Highest Anniversary Value" Death Benefit, or the Highest
       Anniversary Value Death Benefit.


 Key Terms Used with the Highest Daily Value Death Benefit:

..   The Death Benefit Target Date for the Highest Daily Value Death Benefit is
    the later of an Annuity anniversary on or after the 80/th/ birthday of the
    current Owner, or the older of either the joint Owner or the Annuitant, if
    entity owned, or five years after the Issue Date of an Annuity.

                                      70



..   The Highest Daily Value equals the highest of all previous "Daily Values"
    less proportional withdrawals since such date and plus any Purchase
    Payments (plus associated Credits in the case of Optimum Plus) since such
    date.

..   The Daily Value is the Account Value as of the end of each Valuation Day.
    The Daily Value on the Issue Date is equal to your Purchase Payment (plus
    associated Credits applied more than twelve (12) months prior to the date
    of death in the case of Optimum Plus).

..   Proportional withdrawals are determined by calculating the percentage of
    your Account Value that each prior withdrawal represented when withdrawn.
    Proportional withdrawals result in a reduction to the Highest Daily Value
    by reducing such value in the same proportion as the Account Value was
    reduced by the withdrawal as of the date the withdrawal occurred. For
    example, if your Highest Daily Value is $125,000 and you subsequently
    withdraw $10,000 at a time when your Account Value is equal to $100,000 (a
    10% reduction), when calculating the optional Death Benefit we will reduce
    your Highest Daily Value ($125,000) by 10% or $12,500.

 Please see Appendix B to this prospectus for a hypothetical example of how the
 HDV Death Benefit is calculated.

 Annuities with Joint Owners
 For Annuities with joint Owners, the Death Benefits are calculated as shown
 above except that the age of the oldest of the joint Owners is used to
 determine the Death Benefit Target Date. NOTE: If you and your spouse own your
 Annuity jointly, we will pay the Death Benefit to the Beneficiary. If the sole
 primary Beneficiary is the surviving spouse, then the surviving spouse can
 elect to assume ownership of your Annuity and continue the Annuity instead of
 receiving the Death Benefit.

 Annuities Owned by Entities
 For Annuities owned by an entity, the Death Benefits are calculated as shown
 above except that the age of the Annuitant is used to determine the Death
 Benefit Target Date. Payment of the Death Benefit is based on the death of the
 Annuitant (or Contingent Annuitant, if applicable).

 Can I Terminate the Optional Death Benefits? Do the Optional Death Benefits
 Terminate under other Circumstances?
 You can terminate the Enhanced Beneficiary Protection Death Benefit and the
 Highest Anniversary Value Death Benefit at any time. The "Combination 5%
 Roll-up and HAV Death Benefit" and the HDV Death Benefit may not be terminated
 once elected. The optional Death Benefits will terminate automatically on the
 Annuity Date. We may also terminate any optional Death Benefit if necessary to
 comply with our interpretation of the Code and applicable regulations.

 What are the Charges for the Optional Death Benefits?
 We deduct a charge equal to 0.25% per year of the average daily net assets of
 the Sub-accounts for each of the Highest Anniversary Value Death Benefit and
 the Enhanced Beneficiary Protection Death Benefit and 0.50% per year of the
 average daily net assets of the Sub-accounts for each of the "Combination 5%
 Roll-up and HAV Death Benefit" and the HDV Death Benefit. We deduct the charge
 for each of these benefits to compensate American Skandia 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.

 AMERICAN SKANDIA'S ANNUITY REWARDS


 What is the Annuity Rewards Benefit?

 The Annuity Rewards Benefit offers Owners the ability to capture any market
 gains since the Issue Date of their Annuity as an enhancement to their current
 Death Benefit so their Beneficiaries will not receive less than an Annuity's
 value as of the effective date of the benefit. Under the Annuity Rewards
 Benefit, American Skandia guarantees that the Death Benefit will not be less
 than:

       .   your Account Value in the Sub-accounts plus the Interim Value in any
           Fixed Allocations as of the effective date of the benefit


       .   MINUS any proportional withdrawals following the effective date of
           the benefit


       .   PLUS any additional Purchase Payments applied to your Annuity
           following the effective date of the benefit.

 The Annuity Rewards Death Benefit enhancement does not affect the calculation
 of the basic Death Benefit or any Optional Death Benefits available under an
 Annuity. If the Death Benefit amount payable under your Annuity's basic Death
 Benefit or any Optional Death Benefits you purchase is greater than the
 enhanced Death Benefit under the Annuity Rewards Benefit on the date the Death
 Benefit is calculated, your Beneficiary will receive the higher amount.

                                      71



 Who is Eligible for the Annuity Rewards Benefit?

 Owners can elect the Annuity Rewards Death Benefit enhancement when there is
 no longer a CDSC associated with your Annuity. However, the Account Value on
 the date that the Annuity Rewards benefit is effective, must be greater than
 the amount that would be payable to the Beneficiary under the Death Benefit
 (including any amounts payable under any Optional Death Benefit then in
 effect). The effective date must occur before annuity payments begin. There
 can only be one effective date for the Annuity Rewards Death Benefit
 enhancement. There is no additional charge for electing the Annuity Rewards
 Death Benefit enhancement.


 PAYMENT OF DEATH BENEFITS


 Alternative Death Benefit Payment Options - Annuities owned by Individuals
 (not associated with Tax-Favored Plans)
 Except in the case of a spousal assumption as described below, upon your
 death, certain distributions must be made under the contract. The required
 distributions depend on whether you die before you start taking annuity
 payments under the contract or after you start taking annuity payments under
 the contract.

 If you die on or after the Annuity Date, the remaining portion of the interest
 in the contract must be distributed at least as rapidly as under the method of
 distribution being used as of the date of death.

 In the event of your death before the Annuity Date, the Death Benefit must be
 distributed:
  .   within five (5) years of the date of death; or
  .   as a series of payments not extending beyond the life expectancy of the
      Beneficiary or over the life of the Beneficiary. Payments under this
      option must begin within one year of the date of death.

 Unless you have made an election prior to Death Benefit proceeds becoming due,
 a Beneficiary can elect to receive the Death Benefit proceeds under the
 Beneficiary Continuation Option as described below in the section entitled
 "Beneficiary Continuation Option," as a series of annuity payments.

 Upon our receipt of proof of death, we will send to the beneficiary materials
 that list these payment options.

 Alternative Death Benefit Payment Options - Annuities held by Tax-Favored Plans
 The Code provides for alternative death benefit payment options when an
 Annuity is used as an IRA, 403(b) or other "qualified investment" that
 requires minimum distributions. Upon your death under an IRA, 403(b) or other
 "qualified investment", the designated Beneficiary may generally elect to
 continue the Annuity and receive Required Minimum Distributions under the
 Annuity instead of receiving the death benefit in a single payment. The
 available payment options will depend on whether you die before the date
 Required Minimum Distributions under the Code were to begin, whether you have
 named a designated beneficiary and whether the Beneficiary is your surviving
 spouse.

  .   If you die after a designated beneficiary has been named, the death
      benefit must be distributed by December 31/st/ of the year including the
      five year anniversary of the date of death, or as periodic payments not
      extending beyond the life expectancy of the designated beneficiary
      (provided such payments begin by December 31/st/ of the year following
      the year of death). However, if your surviving spouse is the beneficiary,
      the death benefit can be paid out over the life expectancy of your spouse
      with such payments beginning no later than December 31/st/ of the year
      following the year of death or December 31/st/ of the year in which you
      would have reached age 70 1/2, which ever is later. Additionally, if the
      contract is payable to (or for the benefit of) your surviving spouse,
      that portion of the contract may be continued with your spouse as the
      owner.

  .   If you die before a designated beneficiary is named and before the date
      Required Minimum Distributions must begin under the Code, the death
      benefit must be paid out by December 31/st/ of the year including the
      five year anniversary of the date of death. For contracts where multiple
      beneficiaries have been named and at least one of the beneficiaries does
      not qualify as a designated beneficiary and the account has not been
      divided into separate accounts by December 31/st/ of the year following
      the year of death, such contract is deemed to have no designated
      beneficiary.

  .   If you die before a designated beneficiary is named and after the date
      Required Minimum Distributions must begin under the Code, the death
      benefit must be paid out at least as rapidly as under the method then in
      effect. For contracts where multiple beneficiaries have been named and at
      least one of the beneficiaries does not qualify as a designated
      beneficiary and the account has not been divided into separate accounts
      by December 31/st/ of the year following the year of death, such contract
      is deemed to have no designated beneficiary.

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

 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.


                                      72




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

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

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

 Under the Beneficiary Continuation Option:
  .   The Owner's Annuity will be continued in the Owner's name, for the
      benefit of the beneficiary.
  .   Beginning on the date we receive an election by the beneficiary to take
      the death benefit in a form other than a lump sum, the beneficiary will
      incur a Settlement Service Charge which is an annual charge assessed on a
      daily basis against the average assets allocated to the Sub-accounts. For
      non-qualified Annuities the charge is 1.00% per year, and for qualified
      Annuities the charge is 1.40% per year.
  .   Beginning on the date we receive an election by the beneficiary to take
      the death benefit in a form other than a lump sum, the beneficiary will
      incur an annual maintenance fee equal to the lesser of $30 or 2% of
      Account Value. For non-qualified annuities, the fee will only apply if
      the Account Value is less than $25,000 at the time the fee is assessed.
      The fee will not apply if it is assessed 30 days prior to a surrender
      request.
  .   The initial Account Value will be equal to any death benefit (including
      any optional death benefit) that would have been payable to the
      beneficiary if the beneficiary had taken a lump sum distribution.
  .   The available Sub-accounts will be among those available to the Owner at
      the time of death, however certain Sub-Accounts may not be available.
  .   The beneficiary may request transfers among Sub-accounts, subject to the
      same limitations and restrictions that applied to the Owner. Transfers in
      excess of 20 per year will incur a $10 transfer fee.
  .   No Fixed Allocations or fixed interest rate options will be offered for
      the non-qualified Beneficiary Continuation Options. However, for
      qualified Annuities, the Fixed Allocations will be those offered at the
      time the Beneficiary Continuation Option is elected.
  .   No additional Purchase Payments can be applied to the Annuity.
  .   The basic death benefit and any optional benefits elected by the Owner
      will no longer apply to the beneficiary.
  .   The beneficiary can request a withdrawal of all or a portion of the
      Account Value at any time, unless the Beneficiary Continuation Option was
      the payout predetermined by the Owner and the Owner restricted the
      beneficiary's withdrawal rights.
  .   Withdrawals are not subject to CDSC.
  .   Upon the death of the beneficiary, any remaining Account Value will be
      paid in a lump sum to the person(s) named by the beneficiary (successor),
      unless the successor chooses to continue receiving payments.

 Currently only Investment Options corresponding to Portfolios of the Advanced
 Series Trust and the ProFund VP are available under the Beneficiary
 Continuation Option.

 In addition to the materials referenced above, the Beneficiary will be
 provided with a prospectus and a settlement agreement describing the
 Beneficiary Continuation Option. We may pay compensation to the broker-dealer
 of record on the Annuity based on amounts held in the Beneficiary Continuation
 Option. Please contact us for additional information on the availability,
 restrictions and limitations that will apply to a beneficiary under the
 Beneficiary Continuation Option.

 Spousal Assumption of Annuity
 You may name your spouse as your Beneficiary. If you and your spouse own your
 Annuity jointly, we assume that the sole primary Beneficiary will be the
 surviving spouse unless you elect an alternative Beneficiary Designation.
 Unless you elect an alternative Beneficiary Designation, the spouse
 Beneficiary may elect to assume ownership of the Annuity instead of taking the
 Death Benefit payment. Any Death Benefit (including any optional Death
 Benefits) that would have been payable to the Beneficiary will become the new
 Account Value as of the date we receive due proof of death and any required
 proof of a spousal relationship. As of the date the assumption is effective,
 the surviving spouse will have all the rights and benefits that would be
 available under the Annuity to a new purchaser of the same attained age. For
 purposes of determining any future Death Benefit for the surviving spouse, the
 new Account Value will be considered as the initial Purchase Payment. No CDSC
 will apply to the new Account Value. However, any additional Purchase Payments
 applied after the date the assumption is effective will be subject to all
 provisions of the Annuity, including any CDSC that may apply to the additional
 Purchase Payments.


                                      73




 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.

                                      74



                            VALUING YOUR INVESTMENT

 HOW IS MY ACCOUNT VALUE DETERMINED?

 During the accumulation period, your Annuity has an Account Value. The Account
 Value is determined separately for each Sub-account allocation and for each
 Fixed Allocation. The Account Value is the sum of the values of each
 Sub-account allocation and the value of each Fixed Allocation. For Annuities
 with a Highest Daily Lifetime Five election, Account Value also includes the
 value of any allocation to the Benefit Fixed Rate Account. See the "Living
 Benefit Programs - Highest Daily Lifetime Five" section of the Prospectus for
 a description of the Benefit Fixed Rate Account. The Account Value does not
 reflect any CDSC that may apply to a withdrawal or surrender. With respect to
 Optimum and Optimum Four, the Account Value includes any Loyalty Credit we
 apply. With respect to Optimum Plus, the Account Value includes any Credits we
 applied to your Purchase Payments which we are entitled to take back under
 certain circumstances. When determining the Account Value on a day more than
 30 days prior to a Fixed Allocation's Maturity Date, the Account Value may
 include any Market Value Adjustment that would apply to a Fixed Allocation (if
 withdrawn or transferred) on that day.


 WHAT IS THE SURRENDER VALUE OF MY ANNUITY?
 The Surrender Value of your Annuity is the value available to you on any day
 during the accumulation period. The Surrender Value is defined under "Glossary
 of Terms" above.

 HOW AND WHEN DO YOU VALUE THE SUB-ACCOUNTS?
 When you allocate Account Value to a Sub-account, you are purchasing units of
 the Sub-account. Each Sub-account invests exclusively in shares of an
 underlying Portfolio. The value of the Units fluctuates with the market
 fluctuations of the Portfolios. The value of the Units also reflects the daily
 accrual for the Insurance Charge, the Distribution Charge (if applicable), and
 if you elected one or more optional benefits whose annual charge is deducted
 daily, the additional charge made for such benefits. There may be several
 different Unit Prices for each Sub-account to reflect the Insurance Charge,
 any Distribution Charge and the charges for any optional benefits. The Unit
 Price for the Units you purchase will be based on the total charges for the
 benefits that apply to your Annuity. See the section entitled "What Happens to
 My Units When There is a Change in Daily Asset-Based Charges?" for a detailed
 discussion of how Units are purchased and redeemed to reflect changes in the
 daily charges that apply to your Annuity.

 Each Valuation Day, we determine the price for a Unit of each Sub-account,
 called the "Unit Price." The Unit Price is used for determining the value of
 transactions involving Units of the Sub-accounts. We determine the number of
 Units involved in any transaction by dividing the dollar value of the
 transaction by the Unit Price of the Sub-account as of the Valuation Day.

 Example

 Assume you allocate $5,000 to a Sub-account. On the Valuation Day you make the
 allocation, the Unit Price is $14.83. Your $5,000 buys 337.154 Units of the
 Sub-account. Assume that later, you wish to transfer $3,000 of your Account
 Value out of that Sub-account and into another Sub-account. On the Valuation
 Day you request the transfer, the Unit Price of the original Sub-account has
 increased to $16.79 and the Unit Price of the new Sub-account is $17.83. To
 transfer $3,000, we sell 178.677 Units at the current Unit Price, leaving you
 158.477 Units. We then buy $3,000 of Units of the new Sub-account at the Unit
 Price of $17.83. You would then have 168.255 Units of the new Sub-account.


 HOW DO YOU VALUE FIXED ALLOCATIONS?
 During the Guarantee Period, we use the concept of an Interim Value. The
 Interim Value can be calculated on any day and is equal to the initial value
 allocated to a Fixed Allocation plus all interest credited to a Fixed
 Allocation as of the date calculated. The Interim Value does not include the
 impact of any Market Value Adjustment. If you made any transfers or
 withdrawals from a Fixed Allocation, the Interim Value will reflect the
 withdrawal of those amounts and any interest credited to those amounts before
 they were withdrawn. To determine the Account Value of a Fixed Allocation on
 any day more than 30 days prior to its Maturity Date, we multiply the Account
 Value of the Fixed Allocation times the Market Value Adjustment factor.

 WHEN DO YOU PROCESS AND VALUE TRANSACTIONS?

 American Skandia 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.

                                      75



 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.

 American Skandia will also not process financial transactions involving
 purchase or redemption orders or transfers on any day that:
 .   trading on the NYSE is restricted;
 .   an emergency exists making redemption or valuation of securities held in
     the separate account impractical; or
 .   the SEC, by order, permits the suspension or postponement for the
     protection of security holders.


 Initial Purchase Payments:  We are required to allocate your initial Purchase
 Payment to the Sub-accounts within two (2) Valuation Days after we receive all
 of our requirements at our office to issue an Annuity. If we do not have all
 the required information to allow us to issue your Annuity, we may retain the
 Purchase Payment while we try to reach you or your representative to obtain
 all of our requirements. If we are unable to obtain all of our required
 information within five (5) Valuation Days, we are required to return the
 Purchase Payment to you at that time, unless you specifically consent to our
 retaining the Purchase Payment while we gather the required information. Once
 we obtain the required information, we will invest the Purchase Payment (and
 any associated Credits with respect to Optimum Plus) and issue an Annuity
 within two (2) Valuation Days. With respect to both your initial Purchase
 Payment and any subsequent Purchase Payment that is pending investment in our
 separate account, we may hold the amount temporarily in our general account
 and may earn interest on such amount. You will not be credited with interest
 during that period.


 Additional Purchase Payments:  We will apply any additional Purchase Payments
 (and any associated Credit with respect to Optimum Plus) on the Valuation Day
 that we receive the Purchase Payment at our office with satisfactory
 allocation instructions.


 Scheduled Transactions:  Scheduled transactions include transfers made in
 connection with dollar cost averaging, the asset allocation program,
 auto-rebalancing, systematic withdrawals, systematic investments, required
 minimum distributions, substantially equal periodic payments under
 Section 72(t) of the Code, or annuity payments. Scheduled transactions are
 processed and valued as of the date they are scheduled, unless the scheduled
 day is not a Valuation Day. In that case, the transaction will be processed
 and valued on the next Valuation Day, unless (with respect to required minimum
 distributions, substantially equal periodic payments under Section 72(t) of
 the Code, systematic withdrawals and annuity payments only), the next
 Valuation Day falls in the subsequent calendar year, in which case the
 transaction will be processed and valued on the prior Valuation Day.


 Unscheduled Transactions:  "Unscheduled" transactions include any other
 non-scheduled transfers and requests for Partial Withdrawals or Free
 Withdrawals or Surrenders. Unscheduled transactions are processed and valued
 as of the Valuation Day we receive the request at our Office and have all of
 the required information.



 Medically-Related Surrenders & Death Benefits:  Medically-related surrender
 requests and Death Benefit claims require our review and evaluation before
 processing. We price such transactions as of the date we receive at our Office
 all supporting documentation we require for such transactions and that are
 satisfactory to us.



 WHAT HAPPENS TO MY UNITS WHEN THERE IS A CHANGE IN DAILY ASSET-BASED CHARGES?

 Distribution Charge Applicable to Optimum and Optimum Plus:  At the end of the
 Period during which the Distribution Charge applies, your Annuity will become
 subject to a different daily asset-based charge. We will process a transaction
 where your Account Value allocated to the Sub-accounts will be used to
 purchase new Units of the Sub-accounts that reflect the Insurance Charge (and
 the charge for any optional benefits you have elected) but not the
 Distribution Charge. The number of Units attributed to your Annuity will be
 decreased and the Unit Price of each unit of the Sub-accounts in which you
 invested will be increased. The adjustment in the number of Units and Unit
 Price will not affect your Account Value. Beginning on that date, your Account
 Value will be determined based on the change in the value of Units that
 reflect the Insurance Charge and any other optional benefits that you have
 elected.


 Termination of Optional Benefits:  Except for the Guaranteed Minimum Income
 Benefit, generally the "Combination 5% Roll-up and Highest Anniversary Value
 Death Benefit" and the Highest Daily Value Death Benefit, which cannot be
 terminated by the owner once elected, if any optional benefit terminates, we
 will no longer deduct the charge we apply to purchase the optional benefit.
 Certain optional benefits may be added after you have purchased your Annuity.
 On the date a charge no longer applies or a charge for an optional benefit
 begins to be deducted, your Annuity will become subject to a different daily
 asset-based charge. This change may result in the number of Units attributed
 to your Annuity and the value of those Units being different than it was
 before the change; however, the adjustment in the number of Units and Unit
 Price will not affect your Account Value (although the change in charges that
 are deducted will affect your Account Value).


                                      76



                               TAX CONSIDERATIONS

 The tax considerations associated with each Annuity vary depending on whether
 the contract is (i) owned by an individual and not associated with a
 tax-favored retirement plan (including contracts held by a non-natural person,
 such as a trust acting as an agent for a natural person), 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 discussion
 includes a description of certain spousal rights under the contract and under
 tax-qualified plans. 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). 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 relates 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.

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

 Contracts Owned by Individuals (not Associated with Tax-Favored Retirement
 Plans)

 Taxes Payable by You
 We believe each 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.

 If you choose to defer the Annuity Date beyond the default date for your
 Annuity, the IRS may not consider your contract to be an annuity under the tax
 law. For more information, see "How and When Do I Choose the Annuity Payment
 Option?".

 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 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.

                                      77



 Taxes on Annuity Payments
 A portion of each annuity payment you receive will be treated as a partial
 return of your Purchase Payments and will not be taxed. The remaining portion
 will be taxed as ordinary income. Generally, the nontaxable portion is
 determined by multiplying the annuity payment you receive by a fraction, the
 numerator of which is your Purchase Payments (less any amounts previously
 received tax-free) and the denominator of which is the total expected payments
 under the contract.


 After the full amount of your Purchase Payments have been recovered tax-free,
 the full amount of the annuity payments will be taxable. If annuity payments
 stop due to the death of the Annuitant before the full amount of your Purchase
 Payments have been recovered, a tax deduction may be allowed for the
 unrecovered amount.


 Tax Penalty on withdrawals and Annuity Payments
 Any taxable amount you receive under your contract may be subject to a 10% tax
 penalty. 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. 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).

 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. 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. (See Federal Tax Status section in the Statement of Additional
 Information.)

 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. We do not know
 what transactions may be considered abusive. For example we do not know how
 the IRS may view early withdrawals or annuitizations after a partial exchange.
 In addition, 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.

 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.

 Tax consequences to the beneficiary vary among the Death Benefit payment
 options.
  .   Choice 1: the beneficiary is taxed on earnings in the contract.
  .   Choice 2: the beneficiary is taxed as amounts are withdrawn (in this case
      earnings are treated as being distributed first).

  .   Choice 3: the beneficiary is taxed on each payment (part will be treated
      as earnings and part as return of Purchase Payments).


 Considerations for Contingent Annuitants:  There may be adverse tax
 consequences if a Contingent Annuitant succeeds an Annuitant when an Annuity
 is owned by a trust that is neither tax exempt nor qualifies for preferred
 treatment under certain sections of the Code. In general, the Code is designed
 to prevent indefinite deferral of tax. Continuing the benefit of tax deferral
 by naming one or more Contingent Annuitants when an Annuity is owned by a
 non-qualified trust might be deemed an attempt to extend the tax deferral for
 an indefinite period. Therefore, adverse tax treatment may depend on the terms
 of the trust, who is named as Contingent Annuitant, as well as the particular
 facts and circumstances. You should consult your tax advisor before naming a
 Contingent Annuitant if you expect to use an Annuity in such a fashion.

                                      78



 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 3 exemptions unless you
 designate a different withholding status. 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 tax favored plans (for
 example, an IRA).

 Regardless of the amount withheld by us, you are liable for payment of federal
 and state income tax on the taxable portion of annuity distributions. You
 should consult with your tax advisor regarding the payment of the correct
 amount of these income taxes and potential liability if you fail to pay such
 taxes.


 Entity Owners
 Where a contract is held by a non-natural person (e.g.) a corporation, other
 than as an agent or nominee for a natural person (or in other limited
 circumstances), the contract will not be taxed as an annuity and increases in
 the value of the contract over its cost basis will be subject to tax annually.

 Where a contract is issued to a trust, and such trust is characterized as a
 grantor trust under the Internal Revenue Code, such contract shall not be
 considered to be held by a non-natural person and will be subject to the tax
 reporting and withholding requirements for contracts not held by tax favored
 plans.


 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 Annuities
 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 may 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 Annuities Owned by Individuals (Not
 Associated with Tax-Favored Plans). 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 five (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.


                                      79




 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.


 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.

 Additional Information
 You should refer to the Statement of Additional Information if:

..   Your contract was issued in exchange for a contract containing Purchase
    Payments made before August 14, 1982.

..   You transfer your contract to, or designate, a beneficiary who is either
    37 1/2 years younger than you or a grandchild.

 Contracts held by Tax-Favored Plans
 The following discussion covers annuity contracts held under tax-favored
 retirement plans.

 Currently, an Annuity may 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 and Roth IRAs under Section 408A of the Code. In
 addition, each Annuity may be purchased for use in connection with 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), and Section 457 plans (subject to 457 of the Code). This description
 assumes that you have satisfied the requirements for eligibility for these
 products.

 Each Annuity may also be purchased as a non-qualified annuity by a 401(a)
 trust or custodial IRA or Roth IRA account, which can hold other permissible
 assets other than the annuity. The terms and administration of the trust or
 custodial account in accordance with the laws and regulations for 401(a)
 plans, IRAs or Roth IRAs, 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" contains
 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. Because of the way each Annuity is designed,
 you may purchase an Annuity for an IRA in connection with a "rollover" of
 amounts from a qualified retirement plan or as a transfer from another IRA, as
 a current contribution in the case of Optimum, or if your are age 50 or older
 by making a single contribution consisting of your IRA contributions and
 catch-up contributions attributable to the prior year and the current year
 from January 1 to April 15 of the current year in the case of Optimum Plus and
 Optimum Four. For 2007 the contribution limit is $4,000; increasing to $5,000
 in 2008. 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, permitting them to contribute an additional $1,000 each year.


 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.

 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 "minimum distribution requirements"
      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. In addition to this normal tax liability, you may
 also be liable for the following, depending on your actions:
  .   A 10% "early distribution penalty" described below;
  .   Liability for "prohibited transactions" if you, for example, borrow
      against the value of an IRA; or
  .   Failure to take a 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) $45,000 in 2007 ($44,000 in 2006) 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 2007, this limit is
      $225,000 ($220,000 for 2006);

  .   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 2007 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 2007. Thereafter, the amount is
      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.


 Because of the way each Annuity is designed, if you meet certain income
 limitations you may purchase an Annuity for a Roth IRA, as a current
 contribution in the case of Optimum or if you are age 50 or older by making a
 single contribution consisting of your Roth IRA contributions and catch-up
 contributions attributable to the prior year and the current year from
 January 1 to April 15 of the current year in the case of Optimum Plus and
 Optimum Four. 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 a Qualified Plan can directly rollover
 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. As of
 January 1, 2006, 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 or conversion contributions to a Roth IRA. If you are considering
 rolling over funds from your Roth account under an employer plan, please
 contact your Financial Professional prior to purchase to confirm whether such
 rollovers are being accepted.


 TDAs. You may own a TDA 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 the employee's rights to the annuity are nonforfeitable. Contributions
 to a TDA, and any earnings, are not taxable until distribution. You may also

                                      81




 make contributions to a TDA under a salary reduction agreement, generally up
 to a maximum of $15,500 in 2007. 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 2007. 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 only qualify as a TDA if distributions (other than
 "grandfathered" amounts held as of December 31, 1988) may be made only on
 account of:

  .   Your attainment of age 59 1/2;
  .   Your severance of employment;
  .   Your death;
  .   Your total and permanent disability; or
  .   Hardship (under limited circumstances, and only related to salary
      deferrals, not including earnings attributable to these amounts).

 In any event, you must begin receiving distributions from your TDA by
 April 1/st/ of the calendar year after the calendar year you turn age 70 1/2
 or retire, whichever is later.

 These distribution limits do not apply either to transfers or exchanges of
 investments under the contract, or to any "direct transfer" of your interest
 in the contract to another TDA or to a mutual fund "custodial account"
 described under Code Section 403(b)(7).

 Employer contributions to TDAs are subject to the same general contribution,
 nondiscrimination, and minimum participation rules applicable to "qualified"
 retirement plans.


 Required Minimum Distributions and Payment Options

 If you hold the contract under an IRA (or other tax-favored plan), IRS minimum
 distribution requirements 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 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 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 minimum distribution not made in a timely
 manner.


 Effective in 2006, in accordance with recent changes in laws and regulations,
 required minimum distributions will be 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 IRS minimum
 distribution requirements for an Annuity without either beginning annuity
 payments or surrendering the Annuity. We will distribute to you this minimum
 distribution amount, less any other partial withdrawals that you made during
 the year.

 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 Roth IRA from the same owner,
 similar rules apply.


 Required Distributions upon your Death for Qualified Contracts held by
 Tax-Favored Plans
 Upon your death under an IRA, 403(b) or other "qualified investment", 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 required 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 31st
           of the year following the year of death). However, if your surviving
           spouse is the beneficiary, the death benefit can be paid out over
           the life or life expectancy of your spouse with such payments
           beginning no later than December 31st of the year following the year
           of death or December 31st of the year in which you would have
           reached age 70 1/2, 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.


                                      82




       .   If you die before a designated beneficiary is named and before the
           date required minimum distributions must begin under the Code, the
           death benefit must be paid out by December 31/st/ of the year
           including the five year anniversary of the date of death. For
           contracts where multiple beneficiaries have been named and at least
           one of the beneficiaries does not qualify as a designated
           beneficiary and the account has not been divided into separate
           accounts by December 31/st/ of the year following the year of death,
           such contract is deemed to have no designated beneficiary,

       .   If you die before a designated beneficiary is named and after the
           date required minimum distributions must begin under the Code, the
           death benefit must be paid out at least as rapidly as under the
           method then in effect. For contracts where multiple beneficiaries
           have been named and at least one of the beneficiaries does not
           qualify as a designated beneficiary and the account has not been
           divided into separate accounts by December 31/st/ of the year
           following the year of death, such contract is deemed to have no
           designated beneficiary,

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

 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 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.


 Penalty for Early Withdrawals
 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
 Unless a distribution is an eligible rollover distribution that is "directly"
 rolled over into another qualified plan, IRA (including the IRA variations
 described above), SEP, 457 government plan or TDA, we will withhold federal
 income tax at the rate of 20%. This 20% withholding does not apply to
 distributions from IRAs and Roth IRAs. 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; 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
 prevents a fiduciary and other "parties in interest" with respect to a plan
 (and, for these purposes, an IRA would also constitute a "plan") from
 receiving any benefit from any party dealing with the plan, as a result of the
 sale of the contract. Administrative exemptions under ERISA generally permit
 the sale of insurance/annuity products to plans, provided that certain
 information is disclosed to the person purchasing the contract. This
 information has to do primarily with the fees, charges, discounts and other
 costs related to the contract, as well as any commissions paid to any agent
 selling the contract.

 Information about any applicable fees, charges, discounts, penalties or
 adjustments may be found in the applicable sections of this Prospectus.

 Information about sales representatives and commissions may be found in the
 sections of this Prospectus addressing distribution of the Annuities.



                                      83




 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.

                                      84



                              GENERAL INFORMATION

 HOW WILL I RECEIVE STATEMENTS AND REPORTS?

 We send any statements and reports required by applicable law or regulation to
 you at your last known address of record. You should therefore give us prompt
 notice of any address change. We reserve the right, to the extent permitted by
 law and subject to your prior consent, to provide any prospectus, prospectus
 supplements, confirmations, statements and reports required by applicable law
 or regulation to you through our Internet Website at
 www.americanskandia.prudential.com or any other electronic means, including
 diskettes or CD ROMs. We send a confirmation statement to you each time a
 transaction is made affecting Account Value, such as making additional
 Purchase Payments, transfers, exchanges or withdrawals. We may also send
 quarterly statements detailing the activity affecting your Annuity during the
 calendar quarter. We may confirm regularly scheduled transactions, including,
 but not limited to, the Annual Maintenance Fee, Systematic Withdrawals
 (including 72(t) payments and required minimum distributions), electronic
 funds transfers, Dollar Cost Averaging, and static rebalancing, in quarterly
 statements instead of confirming them immediately. You should review the
 information in these statements carefully. You may request additional reports.
 We reserve the right to charge up to $50 for each such additional report. We
 may also send an annual report and a semi-annual report containing applicable
 financial statements for the Separate Account and the Portfolios, as of
 December 31 and June 30, respectively, to Owners or, with your prior consent,
 make such documents available electronically through our Internet Website or
 other electronic means.


 WHO IS AMERICAN SKANDIA?

 American Skandia Life Assurance Corporation, a Prudential Financial Company,
 ("American Skandia") is a stock life insurance company domiciled in
 Connecticut with licenses in all 50 states, the District of Columbia and
 Puerto Rico. American Skandia is a wholly-owned subsidiary of Prudential
 Annuities, Inc. (formerly, American Skandia, Inc., whose ultimate parent is
 Prudential Financial, Inc. American Skandia markets its products to
 broker-dealers and financial planners through an internal field marketing
 staff. In addition, American Skandia markets through and in conjunction with
 financial institutions such as banks that are permitted directly, or through
 affiliates, to sell annuities.

 American Skandia 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,
 American Skandia has in force a relatively small block of variable life
 insurance policies and immediate variable annuities, but it no longer actively
 sells such policies.

 Effective May 1, 2003, Skandia U.S. Inc., the sole shareholder of Prudential
 Annuities, Inc., which is the parent of American Skandia, was purchased by
 Prudential Financial, Inc. Prudential Financial, Inc. is a New Jersey
 insurance holding company whose subsidiary companies serve individual and
 institutional customers worldwide and include The Prudential Insurance Company
 of America, one of the largest life insurance companies in the U.S. These
 companies offer a variety of products and services, including life insurance,
 mutual funds, annuities, pension and retirement related services and
 administration, asset management, securities brokerage, banking and trust
 services, real estate brokerage franchises, and relocation services. Under the
 terms of the above-referenced acquisition, Prudential Financial, Inc. may not
 use the "American Skandia" name in any context after May 1, 2008. Therefore,
 Prudential Financial has begun a "rebranding" project that involves renaming
 certain American Skandia legal entities. As pertinent to this annuity: 1)
 American Skandia Life Assurance Corporation will be renamed Prudential
 Annuities Life Assurance Corporation; 2) American Skandia Marketing, Inc. will
 be renamed Prudential Annuities Distributors, Inc.; 3) American Skandia
 Investment Services, Inc. has been renamed AST Investment Services, Inc.; and
 4) American Skandia Trust has been renamed Advanced Series Trust. These name
 changes will not impact the manner in which customers do business with
 Prudential.


 No company other than American Skandia 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 American Skandia.

 WHAT ARE SEPARATE ACCOUNTS?
 The separate accounts are where American Skandia 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 American Skandia or of any other of our separate accounts. These
 assets may only be charged with liabilities which arise from the Annuities
 issued by American Skandia. 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.

                                      85



 Separate Account B

 During the accumulation period, the assets supporting obligations based on
 allocations to the Sub-accounts are held in Sub-accounts of American Skandia
 Life Assurance Corporation Variable Account B, also referred to as "Separate
 Account B". Separate Account B was established by us pursuant to Connecticut
 law on November 25, 1987. Separate Account B also holds assets of other
 annuities issued by us with values and benefits that vary according to the
 investment performance of Separate Account B. Separate Account B consists of
 multiple Sub-accounts. Each Sub-account invests only in a single mutual fund
 or mutual fund portfolio. The name of each Sub-account generally corresponds
 to the name of the underlying Portfolio. Each Sub-account in Separate Account
 B may have several different Unit Prices to reflect the Insurance Charge,
 Distribution Charge (when applicable) and the charges for any optional
 benefits that are offered under the Annuities issued by us through Separate
 Account B. Separate Account B is registered with the SEC under the Investment
 Company Act of 1940 ("Investment Company Act") as a unit investment trust,
 which is a type of investment company. The SEC does not supervise investment
 policies, management or practices of Separate Account B.

 We reserve the right to make changes to the Sub-accounts available under the
 Annuities as we determine appropriate. We may offer new Sub-accounts,
 eliminate Sub-accounts, or combine Sub-accounts at our sole discretion. We may
 also close Sub-accounts to additional Purchase Payments on existing Annuities
 or close Sub-accounts for Annuities purchased on or after specified dates. We
 may also substitute an underlying mutual fund or portfolio of an underlying
 mutual fund for another underlying mutual fund or portfolio of an underlying
 mutual fund, subject to our receipt of any exemptive relief that we are
 required to obtain under the Investment Company Act. We will notify Owners of
 changes we make to the Sub-accounts available under their Annuity.


 Values and benefits based on allocations to the Sub-accounts will vary with
 the investment performance of the underlying mutual funds or fund portfolios,
 as applicable. We do not guarantee the investment results of any Sub-account.
 Your Account Value allocated to the Sub-accounts may increase or decrease. You
 bear the entire investment risk. There is no assurance that the Account Value
 of your Annuity will equal or be greater than the total of the Purchase
 Payments you make to us.

 Separate Account D
 During the accumulation period, assets supporting our obligations based on
 Fixed Allocations are held in American Skandia Life Assurance Corporation
 Separate Account D, also referred to as "Separate Account D". Such obligations
 are based on the fixed interest rates we credit to Fixed Allocations and the
 terms of the Annuities. These obligations do not depend on the investment
 performance of the assets in Separate Account D. Separate Account D was
 established by us pursuant to Connecticut law.

 There are no units in Separate Account D. The Fixed Allocations are guaranteed
 by our general account. An Annuity Owner who allocates a portion of their
 Account Value to Separate Account D does not participate in the investment
 gain or loss on assets maintained in Separate Account D. Such gain or loss
 accrues solely to us. We retain the risk that the value of the assets in
 Separate Account D may drop below the reserves and other liabilities we must
 maintain. Should the value of the assets in Separate Account D drop below the
 reserve and other liabilities we must maintain in relation to the annuities
 supported by such assets, we will transfer assets from our general account to
 Separate Account D to make up the difference. We have the right to transfer to
 our general account any assets of Separate Account D in excess of such
 reserves and other liabilities. We maintain assets in Separate Account D
 supporting a number of annuities we offer.

 We may employ investment managers to manage the assets maintained in Separate
 Account D. Each manager we employ is responsible for investment management of
 a different portion of Separate Account D. From time to time additional
 investment managers may be employed or investment managers may cease being
 employed. We are under no obligation to employ or continue to employ any
 investment manager(s) and have sole discretion over the investment managers we
 retain. We are not obligated to invest according to specific guidelines or
 strategies except as may be required by Connecticut and other state insurance
 laws.

 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


                                      86




 to vote all of such shares when that underlying fund seeks a vote of its
 shareholders. As such, all such shares will be counted towards whether there
 is a quorum at the underlying fund's shareholder meeting and towards the
 ultimate outcome of the vote. Thus, under "mirror voting," it is possible that
 the votes of a small percentage of contractholders who actually vote will
 determine the ultimate outcome. We will furnish those Owners who have Account
 Value allocated to a Sub-account whose underlying mutual fund portfolio has
 requested a "proxy" vote with proxy materials and the necessary forms to
 provide us with their voting instructions. Generally, you will be asked to
 provide instructions for us to vote on matters such as changes in a
 fundamental investment strategy, adoption of a new investment advisory
 agreement, or matters relating to the structure of the underlying mutual fund
 that require a vote of shareholders.

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


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

 Service Fees Payable to American Skandia

 American Skandia or our affiliates have entered into agreements with the
 investment adviser or distributor of the underlying Portfolios. Under the
 terms of these agreements, American Skandia, or our affiliates may provide
 administrative and support services to the Portfolios for which it receives a
 fee of up to 0.75% (currently) of the average assets allocated to the
 Portfolios under each Annuity from the investment adviser, distributor and/or
 the fund. These agreements may be different for each underlying mutual fund
 whose portfolios are offered as Sub-accounts.

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

 During 2006, with regard to amounts that were paid under these kinds of
 arrangements, the amounts ranged from approximately $53 to approximately
 $190,514. These amounts may have been paid to one or more
 Prudential-affiliated insurers issuing individual variable annuities.


 WHO DISTRIBUTES ANNUITIES OFFERED BY AMERICAN SKANDIA?

 American Skandia Marketing, Incorporated ("ASM"), a wholly-owned subsidiary of
 Prudential Annuities, Inc., is the distributor and principal underwriter of
 the securities offered through this prospectus. ASM acts as the distributor of
 a number of annuity and life insurance products we offer and co-distributor of
 Advanced Series Trust.


 ASM's principal business address is One Corporate Drive, Shelton, Connecticut
 06484. ASM is registered as broker-dealer under the Securities Exchange Act of
 1934 ("Exchange Act") and is a member of the National Association of
 Securities Dealers, Inc. ("NASD").

                                      87



 Each Annuity is offered on a continuous basis. ASM enters into distribution
 agreements with broker-dealers who are registered under the Exchange Act and
 with entities that may offer the Annuities but are exempt from registration
 ("firms"). Applications for each Annuity are solicited by registered
 representatives of those firms. Such representatives will also be our
 appointed insurance agents under state insurance law. In addition, ASM may
 offer the Annuities directly to potential purchasers.

 Commissions are paid to firms on sales of the Annuities according to one or
 more schedules. The individual representative will receive a portion of the
 compensation, depending on the practice of his or her firm. Commissions are
 generally based on a percentage of Purchase Payments made, up to a maximum of
 7.0% for Optimum, 6.0% for Optimum Plus and 5.5% for Optimum Four. Alternative
 compensation schedules are available that provide a lower initial commission
 plus ongoing annual compensation based on all or a portion of the Account
 Value. We may also provide compensation to the distributing firm for providing
 ongoing service to you in relation to your Annuity. Commissions and other
 compensation paid in relation to your Annuity do not result in any additional
 charge to you or to the Separate Account.


 In addition, in an effort to promote the sale of our products (which may
 include the placement of American Skandia and/or the Annuities on a preferred
 or recommended company or product list and/or access to the firm's registered
 representatives), we or ASM may enter into compensation arrangements with
 certain broker-dealer firms (including Linsco/Private Ledger, Corp.) with
 respect to certain or all registered representatives of such firms under which
 such firms may receive separate compensation or reimbursement for, among other
 things, training of sales personnel and/or marketing and/or administrative
 services and/or other services they provide. These services may include, but
 are not limited to: educating customers of the firm on the Annuitys' features;
 conducting due diligence and analysis, providing office access, operations and
 systems support; holding seminars intended to educate the firm's registered
 representatives and make them more knowledgeable about the Annuities;
 providing a dedicated marketing coordinator; providing priority sales desk
 support; and providing expedited marketing compliance approval. To the extent
 permitted by NASD rules and other applicable laws and regulations, ASM 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 American Skandia pays an amount of greater than $10,000 under these
 arrangements is provided in the Statement of Additional Information, which is
 available upon request. You should note that firms and individual registered
 representatives and branch managers within some firms participating in one of
 these compensation arrangements might receive greater compensation for selling
 the Annuities than for selling a different annuity that is not eligible for
 these compensation arrangements. While compensation is generally taken into
 account as an expense in considering the charges applicable to an annuity
 product, any such compensation will be paid by us or ASM 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.


 On July 1, 2003, Prudential Financial combined its retail securities brokerage
 and clearing operations with those of Wachovia Corporation ("Wachovia") and
 formed Wachovia Securities Financial Holdings, LLC ("Wachovia Securities"), a
 joint venture headquartered in Richmond, Virginia. Prudential Financial has a
 38% ownership interest in the joint venture, while Wachovia owns the remaining
 62%. Wachovia and Wachovia Securities are key distribution partners for
 certain products of Prudential Financial affiliates, including mutual funds
 and individual annuities that are distributed through their financial
 advisors, bank channel and independent channel. In addition, 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

 American Skandia publishes annual and quarterly reports that are filed with
 the SEC. These reports contain financial information about American Skandia
 that is annually audited by an independent registered public accounting firm.
 American Skandia's annual report for the year ended December 31, 2006,
 together with subsequent periodic reports that American Skandia 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 American
 Skandia 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 American Skandia -- Variable Annuities; P.O. Box 7960,
 Philadelphia, PA 19176 (Telephone: 203-926-1888). The SEC file number for
 American Skandia is 33-44202. You may read and copy any filings made by
 American Skandia 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 American Skandia Life
 Assurance Corporation are included in the Statement of Additional Information.

                                      88



 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 Skandia's telephone automated
      response system at 1-800-766-4530.

  .   writing to us via regular mail at American Skandia -- Variable Annuities,
      P.O. Box 7960, Philadelphia, PA 19176 OR for express mail American
      Skandia -- Variable Annuities, 2101 Welsh Road, Dresher, PA 19025. NOTE:
      Failure to send mail to the proper address may result in a delay in our
      receiving and processing your request.
  .   sending an email to customerservice@prudential.com or visiting our
      Internet Website at www.americanskandia.prudential.com.
  .   accessing information about your Annuity through our Internet Website at
      www.americanskandia.prudential.com.

 You can obtain account information by calling our automated response system
 and at www.americanskandia.prudential.com, our Internet Website. Our Customer
 Service representatives are also available during business hours to provide
 you with information about your account. You can request certain transactions
 through our telephone voice response system, our Internet Website or through a
 customer service representative. You can provide authorization for a third
 party, including your attorney-in-fact acting pursuant to a power of attorney
 or your Financial Professional, to access your account information and perform
 certain transactions on your account. You will need to complete a form
 provided by us which identifies those transactions that you wish to authorize
 via telephonic and electronic means and whether you wish to authorize a third
 party to perform any such transactions. Please note that unless you tell us
 otherwise, we deem that all transactions that are directed by your Financial
 Professional with respect to your Annuity have been authorized by you. We
 require that you or your representative provide proper identification before
 performing transactions over the telephone or through our Internet Website.
 This may include a Personal Identification Number (PIN) that will be provided
 to you upon issue of your Annuity or you may establish or change your PIN by
 calling our automated response system and at
 www.americanskandia.prudential.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.

 American Skandia 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. American Skandia 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
 American Skandia is subject to legal and regulatory actions in the ordinary
 course of its businesses, including class action lawsuits. American Skandia's
 pending legal and regulatory actions include proceedings specific to the
 company and proceedings generally applicable to business practices in the
 industry in which we operate. American Skandia is 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. American Skandia also is subject to
 litigation arising out of its general business activities, such as its
 investments, contracts, leases and labor and employment relationships,
 including claims of discrimination and harassment, and could be exposed to
 claims or litigation concerning certain business or process patents. In some
 of American Skandia's pending legal and regulatory actions, parties are
 seeking large and/or indeterminate amounts, including punitive or exemplary
 damages. Finally, American Skandia is periodically subject to examinations and
 audits by federal and state regulators, and also on occasion, receives and
 addresses complaints from customers. The following is a summary of certain
 pending proceedings.

 American Skandia commenced a remediation program to correct errors in the
 administration of approximately 11,000 annuity contracts issued by the
 company. 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


                                      89




 administrative system, all occurred before the acquisition of American Skandia
 by Prudential Financial, Inc. The remediation and administrative costs of the
 remediation program are subject to the indemnification provisions of the
 agreement pursuant to which Prudential Financial, Inc. acquired American
 Skandia (the "Acquisition Agreement") from Skandia Insurance Company Ltd.
 (publ).

 Commencing in 2003, American Skandia received formal requests for information
 from the SEC and the New York Attorney General ("NYAG") relating to market
 timing in variable annuities by American Skandia and certain affiliated
 companies. In connection with these investigations, with the approval of
 Skandia Insurance Company Ltd. (publ), an offer was made by American Skandia
 to the authorities investigating its 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, American Skandia believes these discussions are
 likely to lead to settlements with these authorities. Any regulatory
 settlement involving American Skandia and certain affiliates would be subject
 to the indemnification provisions of the Acquisition Agreement. If achieved,
 settlement of the matters relating to American Skandia 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 American
 Skandia's businesses.

 During the third quarter of 2004, American Skandia identified a
 system-generated calculation error in its annuity contract administration
 system that existed prior to the acquisition of American Skandia by Prudential
 Financial, Inc. 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 American Skandia associated with
 remediation, breakage and other costs. Recently, American Skandia retained a
 consultant to assist it with the systems modifications needed to implement the
 remediation plan currently in place. American Skandia has advised Skandia
 Insurance Company Ltd. (publ) that a portion of the remediation and related
 administrative costs are subject to the indemnification provisions of the
 Acquisition Agreement.

 American Skandia's 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
 American Skandia 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. Management believes, however, that
 the ultimate outcome of all pending litigation and regulatory matters, after
 consideration of applicable reserves and rights to indemnification, should not
 have a material adverse effect on American Skandia's 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 the
 indemnification obligations of Skandia Insurance Company Ltd. (publ) to
 Prudential Financial, Inc. and its subsidiaries under the terms of the
 Acquisition Agreement. Those obligations of Skandia Insurance Company Ltd.
 (publ) provide for indemnification of certain judgments, settlements, and
 costs and expenses associated with lawsuits and other claims against American
 Skandia ("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. American Skandia is in discussions with Skandia Insurance
 Company Ltd. (publ) 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 American Skandia
  .   American Skandia Life Assurance Corporation
  .   American Skandia Life Assurance Corporation Variable Account B
  .   American Skandia Life Assurance Corporation Separate Account D

 Principal Underwriter/Distributor -- American Skandia Marketing, Incorporated



 How the Unit Price is Determined

 Additional Information on Fixed Allocations
  .   How We Calculate the Market Value Adjustment


 Other Tax Rules


                                      90



 General Information
  .   Voting Rights
  .   Modification
  .   Deferral of Transactions
  .   Misstatement of Age or Sex
  .   Ending the Offer

 Annuitization

 Experts

 Legal Experts

 Financial Statements



                                      91



     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 American Skandia Annuities. Each Sub-account
 invests only in a single mutual fund or mutual fund portfolio. All or some of
 these Sub-accounts are available as investment options for other variable
 annuities we offer pursuant to different prospectuses.


 Unit Prices And Numbers Of Units: The following tables show for each Annuity:
 (a) the historical Unit Price, corresponding to the Annuity features bearing
 the highest and lowest combinations of asset-based charges*, as of the dates
 shown, for Units in each of the Sub-accounts of Separate Account B that are
 being offered pursuant to this Prospectus**; and (b) the number of Units
 outstanding for each such Sub-account as of the dates shown. In the tables,
 "BOP" refers to Beginning of Period and "EOP" refers to End of Period. 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. The year in which operations commenced in each such
 Sub-account is noted in parentheses. 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 31/st/ 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, 2007.

 *  Note: While a unit price is reflected for the maximum combination of asset
    based charges for each Sub-account, not all Sub-accounts are available if
    you elect certain optional benefits.

 ** The remaining unit values appear in the Statement of Additional
    Information, which you may obtain free of charge by sending in the request
    form at the end of the Prospectus or contacting us at 1-800-752-6342.

 OPTIMUM - Prospectus




- --------------------------------------------------------------------------------------------------------
Sub-account                          2006       2005       2004       2003      2002     2001     2000
                                                                            
- --------------------------------------------------------------------------------------------------------
AST JP Morgan International Equity
 Portfolio
    With No Optional Benefits
    BOP Unit Value                     $9.04      $8.24      $7.13      $5.53     6.86     8.99
    EOP Unit Value                    $10.96      $9.04      $8.24      $7.13     5.53     6.86    8.99
    Number of Units                1,002,727  1,051,557    553,542    362,254  153,652  136,976  33,897
    With LT5, HDV, and EBP
    BOP Unit Value                    $10.57          -          -          -        -        -
    EOP Unit Value                    $12.64     $10.57          -          -        -        -       -
    Number of Units                        -          -          -          -        -        -       -
- --------------------------------------------------------------------------------------------------------
AST International Growth
 formerly, AST William Blair
 International Growth (1997)
    With No Optional Benefits
    BOP Unit Value                    $18.90     $16.42     $14.32     $10.35     14.1    18.68
    EOP Unit Value                    $22.58     $18.90     $16.42     $14.32    10.35     14.1   18.68
    Number of Units                1,664,525  2,113,594  1,953,908  1,166,396    7,064    5,277   6,782
    With LT5, HDV, and EBP
    BOP Unit Value                    $11.20          -          -          -        -        -
    EOP Unit Value                    $13.19     $11.20          -          -        -        -       -
    Number of Units                        -          -          -          -        -        -       -
- --------------------------------------------------------------------------------------------------------
AST International Value
 formerly, AST LSV International
 Value
    With No Optional Benefits
    BOP Unit Value                     $7.87      $7.01      $5.86      $4.43     5.41     8.08
    EOP Unit Value                     $9.90      $7.87      $7.01      $5.86     4.43     5.41    8.08
    Number of Units                  593,098    402,497    233,045     91,736   32,967   29,954  20,311
    With LT5, HDV, and EBP
    BOP Unit Value                    $10.62          -          -          -        -        -
    EOP Unit Value                    $13.19     $10.62          -          -        -        -       -
    Number of Units                        -          -          -          -        -        -       -



                                      A-1






- ------------------------------------------------------------------------------------------------------
Sub-account                          2006       2005       2004       2003      2002    2001    2000
                                                                          
- ------------------------------------------------------------------------------------------------------
AST Small Cap Growth
    With No Optional Benefits
    BOP Unit Value                    $16.00     $15.97     $17.38     $12.12    18.7   20.25
    EOP Unit Value                    $17.80     $16.00     $15.97     $17.38   12.12    18.7   20.25
    Number of Units                  111,114    126,824    107,136    145,364   6,331   2,439     978
    With LT5, HDV, and EBP
    BOP Unit Value                    $10.35          -          -          -       -       -
    EOP Unit Value                    $11.35     $10.35          -          -       -       -       -
    Number of Units                        -          -          -          -       -       -       -
- ------------------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap
 Growth
 formerly, AST DeAM Small-Cap
 Growth (1999)
    With No Optional Benefits
    BOP Unit Value                     $7.35      $7.41      $6.86      $4.71    6.48    9.17
    EOP Unit Value                     $7.82      $7.35      $7.41      $6.86    4.71    6.48    9.17
    Number of Units                  344,893    267,925    293,384    258,089  44,611  41,602  35,743
    With LT5, HDV, and EBP
    BOP Unit Value                    $10.23          -          -          -       -       -
    EOP Unit Value                    $10.74     $10.23          -          -       -       -       -
    Number of Units                        -          -          -          -       -       -       -
- ------------------------------------------------------------------------------------------------------
AST Federated Aggressive Growth
 (2000)
    With No Optional Benefits
    BOP Unit Value                    $10.94     $10.12      $8.33      $4.98    7.12    9.08
    EOP Unit Value                    $12.20     $10.94     $10.12      $8.33    4.98    7.12    9.08
    Number of Units                1,165,926  1,386,930  1,169,995    859,909  25,040  10,912     243
    With LT5, HDV, and EBP
    BOP Unit Value                    $10.87          -          -          -       -       -
    EOP Unit Value                    $11.96     $10.87          -          -       -       -       -
    Number of Units                        -          -          -          -       -       -       -
- ------------------------------------------------------------------------------------------------------
AST Small-Cap Value (1997)
    With No Optional Benefits
    BOP Unit Value                    $17.52     $16.64     $14.47     $10.79   12.06   11.41
    EOP Unit Value                    $20.77     $17.52     $16.64     $14.47   10.79   12.06   11.41
    Number of Units                1,198,255  1,484,712  1,293,786    962,965  66,744  33,608  15,339
    With LT5, HDV, and EBP
    BOP Unit Value                    $10.56          -          -          -       -       -
    EOP Unit Value                    $12.35     $10.56          -          -       -       -       -
    Number of Units                        -          -          -          -       -       -       -
- ------------------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth
 (2000)
    With No Optional Benefits
    BOP Unit Value                     $4.60      $4.44      $3.87      $2.98    4.15    7.03
    EOP Unit Value                     $4.83      $4.60      $4.44      $3.87    2.98    4.15    7.03
    Number of Units                2,231,991  2,666,933  2,232,502  1,535,565  28,812  17,882   2,473
    With LT5, HDV, and EBP
    BOP Unit Value                    $10.49          -          -          -       -       -
    EOP Unit Value                    $10.86     $10.49          -          -       -       -       -
    Number of Units                        -          -          -          -       -       -       -
- ------------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value
 (1993)
    With No Optional Benefits
    BOP Unit Value                    $18.55     $16.76     $13.82     $10.26   11.62   12.13
    EOP Unit Value                    $20.28     $18.55     $16.76     $13.82   10.26   11.62   12.13
    Number of Units                1,086,861  1,303,740  1,116,503    781,348  69,657  56,219  16,574
    With LT5, HDV, and EBP
    BOP Unit Value                    $10.80          -          -          -       -       -
    EOP Unit Value                    $11.65     $10.80          -          -       -       -       -
    Number of Units                        -          -          -          -       -       -       -



                                      A-2






- --------------------------------------------------------------------------------------------------------
Sub-account                         2006       2005       2004       2003      2002     2001     2000
                                                                           
- --------------------------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap
 Growth
    With No Optional Benefits
    BOP Unit Value                    $7.12      $6.19      $5.93      $4.86     7.12     8.46
    EOP Unit Value                    $7.43      $7.12      $6.19      $5.93     4.86     7.12     8.46
    Number of Units                 608,747    512,012    326,194    263,698  106,056  106,762   97,356
    With LT5, HDV, and EBP
    BOP Unit Value                   $12.02          -          -          -        -        -
    EOP Unit Value                   $12.37     $12.02          -          -        -        -        -
    Number of Units                       -          -          -          -        -        -        -
- --------------------------------------------------------------------------------------------------------
AST MFS Growth (1999)
    With No Optional Benefits
    BOP Unit Value                    $7.39      $7.04      $6.44      $5.31     7.48     9.68
    EOP Unit Value                    $8.01      $7.39      $7.04      $6.44     5.31     7.48     9.68
    Number of Units                 758,550  1,025,239    791,823    893,170  112,701   47,656    3,089
    With LT5, HDV, and EBP
    BOP Unit Value                   $10.67          -          -          -        -        -
    EOP Unit Value                   $11.40     $10.67          -          -        -        -        -
    Number of Units                       -          -          -          -        -        -        -
- --------------------------------------------------------------------------------------------------------
AST Marsico Capital Growth (1997)
    With No Optional Benefits
    BOP Unit Value                   $10.20      $9.67      $8.46      $6.50      7.8    10.09
    EOP Unit Value                   $10.80     $10.20      $9.67      $8.46      6.5      7.8    10.09
    Number of Units               5,983,458  7,048,021  5,717,404  4,075,719  228,033  182,904  114,992
    With LT5, HDV, and EBP
    BOP Unit Value                   $10.82          -          -          -        -        -
    EOP Unit Value                   $11.30     $10.82          -          -        -        -        -
    Number of Units                       -          -          -          -        -        -        -
- --------------------------------------------------------------------------------------------------------
AST AllianceBernstein Core Value
 (2001)
    With No Optional Benefits
    BOP Unit Value                   $12.79     $12.28     $10.91      $8.61    10.05        -
    EOP Unit Value                   $15.33     $12.79     $12.28     $10.91     8.61    10.05        -
    Number of Units                 815,109    635,232    603,508    453,569   82,054   18,453        -
    With LT5, HDV, and EBP
    BOP Unit Value                   $10.23          -          -          -        -        -
    EOP Unit Value                   $12.09     $10.23          -          -        -        -        -
    Number of Units                       -          -          -          -        -        -        -
- --------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth &
 Income (1992)
    With No Optional Benefits
    BOP Unit Value                   $11.63     $11.24     $10.25      $7.84    10.35    10.53
    EOP Unit Value                   $13.46     $11.63     $11.24     $10.25     7.84    10.35    10.53
    Number of Units               3,863,961  5,200,126  4,119,501  3,076,626  142,152  205,232   34,439
    With LT5, HDV, and EBP
    BOP Unit Value                   $10.18          -          -          -        -        -
    EOP Unit Value                   $11.63     $10.18          -          -        -        -        -
    Number of Units                       -          -          -          -        -        -        -
- --------------------------------------------------------------------------------------------------------
AST Large Cap Value
    With No Optional Benefits
    BOP Unit Value                   $10.77     $10.25      $8.99      $7.59     9.31    10.32
    EOP Unit Value                   $12.60     $10.77     $10.25      $8.99     7.59     9.31    10.32
    Number of Units                 680,203    694,885    417,314    204,589   44,419   44,212    8,596
    With LT5, HDV, and EBP
    BOP Unit Value                   $10.47          -          -          -        -        -
    EOP Unit Value                   $12.08     $10.47          -          -        -        -        -
    Number of Units                       -          -          -          -        -        -        -



                                      A-3






- ---------------------------------------------------------------------------------------------------------
Sub-account                           2006       2005       2004       2003      2002     2001     2000
                                                                             
- ---------------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond
 (1994)
    With No Optional Benefits
    BOP Unit Value                     $13.89     $14.73     $13.73     $12.32    10.84     10.7
    EOP Unit Value                     $14.58     $13.89     $14.73     $13.73    12.32    10.84    10.7
    Number of Units                   836,914    938,585    657,913    289,862   36,987   16,390     -0-
    With LT5, HDV, and EBP
    BOP Unit Value                      $9.37          -          -          -        -        -
    EOP Unit Value                      $9.70      $9.37          -          -        -        -       -
    Number of Units                         -          -          -          -        -        -       -
- ---------------------------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture
 (2000)
    With No Optional Benefits
    BOP Unit Value                     $12.69     $12.71     $11.98     $10.22     10.3    10.13
    EOP Unit Value                     $13.76     $12.69     $12.71     $11.98    10.22     10.3   10.13
    Number of Units                 1,196,608  1,294,706  1,012,739    814,135   43,077   16,628     425
    With LT5, HDV, and EBP
    BOP Unit Value                      $9.87          -          -          -        -        -
    EOP Unit Value                     $10.56      $9.87          -          -        -        -       -
    Number of Units                         -          -          -          -        -        -       -
- ---------------------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond
 (1994)
    With No Optional Benefits
    BOP Unit Value                     $13.88     $13.72     $13.23     $12.72     11.8    10.97
    EOP Unit Value                     $14.22     $13.88     $13.72     $13.23    12.72     11.8   10.97
    Number of Units                 2,004,498  1,924,370  3,074,732  2,301,863  362,294  275,317  37,918
    With LT5, HDV, and EBP
    BOP Unit Value                     $10.07          -          -          -        -        -
    EOP Unit Value                     $10.17     $10.07          -          -        -        -       -
    Number of Units                         -          -          -          -        -        -       -
- ---------------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond
 (1995)
    With No Optional Benefits
    BOP Unit Value                     $12.22     $12.18     $12.08     $10.09    11.29    10.59
    EOP Unit Value                     $12.53     $12.22     $12.18     $12.08    10.09    11.29   10.59
    Number of Units                 2,687,532  2,996,257  2,189,975    956,856   38,260  112,948   1,940
    With LT5, HDV, and EBP
    BOP Unit Value                      $9.98          -          -          -        -        -
    EOP Unit Value                     $10.09      $9.98          -          -        -        -       -
    Number of Units                         -          -          -          -        -        -       -
- ---------------------------------------------------------------------------------------------------------
AST Money Market (1992)
    With No Optional Benefits
    BOP Unit Value                     $10.62     $10.46     $10.51     $10.57    10.57    10.32
    EOP Unit Value                     $10.96     $10.62     $10.46     $10.51    10.57    10.57   10.32
    Number of Units                 3,505,960  3,179,376  1,663,940  1,245,396  403,604  179,509  29,567
    With LT5, HDV, and EBP
    BOP Unit Value                     $10.02          -          -          -        -        -
    EOP Unit Value                     $10.21     $10.02          -          -        -        -       -
    Number of Units                         -          -          -          -        -        -       -
- ---------------------------------------------------------------------------------------------------------
Evergreen VA - International Equity
 (2000)
    With No Optional Benefits
    BOP Unit Value                     $14.10     $12.31     $10.46          -        -        -
    EOP Unit Value                     $17.15     $14.10     $12.31     $10.46        -        -       -
    Number of Units                   182,002    130,750     62,400     24,847        -        -       -
    With LT5, HDV, and EBP
    BOP Unit Value                     $10.92          -          -          -        -        -
    EOP Unit Value                     $13.09     $10.92          -          -        -        -       -
    Number of Units                         -          -          -          -        -        -       -



                                      A-4






  ---------------------------------------------------------------------------------
  Sub-account                       2006    2005    2004    2003   2002  2001  2000
                                                          
  ---------------------------------------------------------------------------------
  Evergreen VA - Omega (2000)
      With No Optional Benefits
      BOP Unit Value               $10.00   $9.75   $9.21       -  9.04     -
      EOP Unit Value               $10.47  $10.00   $9.75   $9.21     -  9.04   -
      Number of Units              19,700  18,356  26,849  15,743     -   -0-   -
      With LT5, HDV, and EBP
      BOP Unit Value               $10.53       -       -       -     -     -
      EOP Unit Value               $10.87  $10.53       -       -     -     -   -
      Number of Units                   -       -       -       -     -     -   -




 OPTIMUM FOUR - Prospectus





- -----------------------------------------------------------------------------------------
Sub-account                        2006        2005        2004       2003       2002
                                                                
- -----------------------------------------------------------------------------------------
AST JP Morgan International
 Equity Portfolio
    With No Optional Benefits
    BOP Unit Value                  $13.84      $12.67      $11.00      $8.56
    EOP Unit Value                  $16.71      $13.84      $12.67     $11.00      $8.56
    Number of Units              4,715,269   5,621,836   3,227,381  2,415,394  2,569,506
    With LT5, HDV and EBP
    BOP Unit Value                  $10.53           -           -          -
    EOP Unit Value                  $12.55      $10.53           -          -          -
    Number of Units                      -           -           -          -          -
- -----------------------------------------------------------------------------------------
AST International Growth
 formerly, AST William Blair
 International Growth (1997)
    With No Optional Benefits
    BOP Unit Value                  $17.54      $15.30      $13.39      $9.72
    EOP Unit Value                  $20.87      $17.54      $15.30     $13.39      $9.72
    Number of Units              9,628,446  12,141,522  11,265,469  5,547,558    835,523
    With LT5, HDV and EBP
    BOP Unit Value                  $11.16           -           -          -
    EOP Unit Value                  $13.10      $11.16           -          -          -
    Number of Units                      -           -           -          -          -
- -----------------------------------------------------------------------------------------
AST International Value
 formerly, AST LSV International
 Value
    With No Optional Benefits
    BOP Unit Value                  $14.36      $12.84      $10.79      $8.19
    EOP Unit Value                  $18.00      $14.36      $12.84     $10.79      $8.19
    Number of Units              3,305,620   2,013,544   1,897,469  1,201,268    269,995
    With LT5, HDV and EBP
    BOP Unit Value                  $10.59           -           -          -
    EOP Unit Value                  $13.09      $10.59           -          -          -
    Number of Units                      -           -           -          -          -
- -----------------------------------------------------------------------------------------
AST Small Cap Growth
    With No Optional Benefits
    BOP Unit Value                   $9.04       $9.05       $9.89      $6.92
    EOP Unit Value                  $10.01       $9.04       $9.05      $9.89      $6.92
    Number of Units              1,867,490   2,134,730   2,242,129  3,292,593  1,970,250
    With LT5, HDV and EBP
    BOP Unit Value                  $10.31           -           -          -
    EOP Unit Value                  $11.27      $10.31           -          -          -
    Number of Units                      -           -           -          -          -



                                      A-5






- ------------------------------------------------------------------------------------------
Sub-account                        2006        2005        2004        2003       2002
                                                                 
- ------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap
 Growth
 formerly, AST DeAM Small-Cap
 Growth (1999)
    With No Optional Benefits
    BOP Unit Value                  $11.83      $11.98      $11.13       $7.67
    EOP Unit Value                  $12.53      $11.83      $11.98      $11.13      $7.67
    Number of Units              1,174,654   1,385,430   1,618,719   1,682,193    639,695
    With LT5, HDV and EBP
    BOP Unit Value                  $10.20           -           -           -
    EOP Unit Value                  $10.66      $10.20           -           -          -
    Number of Units                      -           -           -           -          -
- ------------------------------------------------------------------------------------------
AST Federated Aggressive Growth
 (2000)
    With No Optional Benefits
    BOP Unit Value                  $16.60      $15.42      $12.74       $7.64
    EOP Unit Value                  $18.43      $16.60      $15.42      $12.74      $7.64
    Number of Units              4,641,175   5,464,856   4,808,453   3,085,373  1,255,415
    With LT5, HDV and EBP
    BOP Unit Value                  $10.84           -           -           -
    EOP Unit Value                  $11.87      $10.84           -           -          -
    Number of Units                      -           -           -           -          -
- ------------------------------------------------------------------------------------------
AST Small-Cap Value (1997)
    With No Optional Benefits
    BOP Unit Value                  $14.91      $14.22      $12.42       $9.30
    EOP Unit Value                  $17.61      $14.91      $14.22      $12.42      $9.30
    Number of Units              9,098,178  11,285,282  10,785,030  10,183,346  6,141,523
    With LT5, HDV and EBP
    BOP Unit Value                  $10.53           -           -           -
    EOP Unit Value                  $12.26      $10.53           -           -          -
    Number of Units                      -           -           -           -          -
- ------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap
 Growth (2000)
    With No Optional Benefits
    BOP Unit Value                  $12.16      $11.80      $10.31       $7.97
    EOP Unit Value                  $12.71      $12.16      $11.80      $10.31      $7.97
    Number of Units              4,189,111   5,391,424   4,375,813   3,027,057  1,273,118
    With LT5, HDV and EBP
    BOP Unit Value                  $10.46           -           -           -
    EOP Unit Value                  $10.78      $10.46           -           -          -
    Number of Units                      -           -           -           -          -
- ------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap
 Value (1993)
    With No Optional Benefits
    BOP Unit Value                  $15.99      $14.51      $12.01       $8.96
    EOP Unit Value                  $17.42      $15.99      $14.51      $12.01      $8.96
    Number of Units              9,574,218  12,260,007  11,461,684   8,530,129  5,118,558
    With LT5, HDV and EBP
    BOP Unit Value                  $10.76           -           -           -
    EOP Unit Value                  $11.56      $10.76           -           -          -
    Number of Units                      -           -           -           -          -



                                      A-6






- --------------------------------------------------------------------------------------------
Sub-account                         2006        2005        2004        2003        2002
                                                                  
- --------------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap
 Growth
    With No Optional Benefits
    BOP Unit Value                   $10.81       $9.44       $9.08       $7.46
    EOP Unit Value                   $11.23      $10.81       $9.44       $9.08       $7.46
    Number of Units               4,132,529   3,925,740   2,378,881   2,098,873   1,869,353
    With LT5, HDV and EBP
    BOP Unit Value                   $11.98           -           -           -
    EOP Unit Value                   $12.28      $11.98           -           -           -
    Number of Units                       -           -           -           -           -
- --------------------------------------------------------------------------------------------
AST MFS Growth (1999)
    With No Optional Benefits
    BOP Unit Value                   $10.43       $9.97       $9.16       $7.58
    EOP Unit Value                   $11.25      $10.43       $9.97       $9.16       $7.58
    Number of Units               4,572,301   5,915,443   4,529,834   4,784,269   2,930,432
    With LT5, HDV and EBP
    BOP Unit Value                   $10.64           -           -           -
    EOP Unit Value                   $11.32      $10.64           -           -           -
    Number of Units                       -           -           -           -           -
- --------------------------------------------------------------------------------------------
AST Marsico Capital Growth
 (1997)
    With No Optional Benefits
    BOP Unit Value                   $12.88      $12.26      $10.78       $8.32
    EOP Unit Value                   $13.59      $12.88      $12.26      $10.78       $8.32
    Number of Units              26,497,526  32,140,125  28,117,310  20,138,164  10,144,317
    With LT5, HDV and EBP
    BOP Unit Value                   $10.78           -           -           -
    EOP Unit Value                   $11.21      $10.78           -           -           -
    Number of Units                       -           -           -           -           -
- --------------------------------------------------------------------------------------------
AST AllianceBernstein Core
 Value (2001)
    With No Optional Benefits
    BOP Unit Value                   $12.86      $12.39      $11.06       $8.76
    EOP Unit Value                   $15.34      $12.86      $12.39      $11.06       $8.76
    Number of Units               5,318,094   4,311,857   4,643,022   3,621,862   6,005,922
    With LT5, HDV and EBP
    BOP Unit Value                   $10.20           -           -           -
    EOP Unit Value                   $12.00      $10.20           -           -           -
    Number of Units                       -           -           -           -           -
- --------------------------------------------------------------------------------------------
AST AllianceBernstein Growth
 & Income (1992)
    With No Optional Benefits
    BOP Unit Value                   $11.81      $11.46      $10.50       $8.06
    EOP Unit Value                   $13.62      $11.81      $11.46      $10.50       $8.06
    Number of Units              23,350,650  31,190,346  25,850,506  21,264,670   6,667,373
    With LT5, HDV and EBP
    BOP Unit Value                   $10.15           -           -           -
    EOP Unit Value                   $11.55      $10.15           -           -           -
    Number of Units                       -           -           -           -           -



                                      A-7






- --------------------------------------------------------------------------------------------
Sub-account                         2006        2005        2004        2003        2002
                                                                  
- --------------------------------------------------------------------------------------------
AST Large Cap Value
    With No Optional Benefits
    BOP Unit Value                   $11.69      $11.17       $9.83       $8.34
    EOP Unit Value                   $13.62      $11.69      $11.17       $9.83       $8.34
    Number of Units               5,568,043   5,245,455   3,717,848   2,647,064   2,110,071
    With LT5, HDV and EBP
    BOP Unit Value                   $10.44           -           -           -
    EOP Unit Value                   $11.99      $10.44           -           -           -
    Number of Units                       -           -           -           -           -
- --------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond
 (1994)
    With No Optional Benefits
    BOP Unit Value                   $12.64      $13.45      $12.59      $11.34
    EOP Unit Value                   $13.21      $12.64      $13.45      $12.59      $11.34
    Number of Units               6,093,700   6,261,824   4,717,822   2,962,471   1,739,313
    With LT5, HDV and EBP
    BOP Unit Value                    $9.34           -           -           -
    EOP Unit Value                    $9.63       $9.34           -           -           -
    Number of Units                       -           -           -           -           -
- --------------------------------------------------------------------------------------------
AST Lord Abbett
 Bond-Debenture (2000)
    With No Optional Benefits
    BOP Unit Value                   $12.20      $12.26      $11.61       $9.94
    EOP Unit Value                   $13.17      $12.20      $12.26      $11.61       $9.94
    Number of Units              10,147,675  12,427,806   8,369,008   7,751,236   4,146,530
    With LT5, HDV and EBP
    BOP Unit Value                    $9.84           -           -           -
    EOP Unit Value                   $10.48       $9.84           -           -           -
    Number of Units                       -           -           -           -           -
- --------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond
 (1994)
    With No Optional Benefits
    BOP Unit Value                   $11.40      $11.31      $10.95      $10.57
    EOP Unit Value                   $11.63      $11.40      $11.31      $10.95      $10.57
    Number of Units              21,700,661  22,436,395  33,208,757  26,287,388  20,544,075
    With LT5, HDV and EBP
    BOP Unit Value                   $10.04           -           -           -
    EOP Unit Value                   $10.10      $10.04           -           -           -
    Number of Units                       -           -           -           -           -
- --------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity
 Bond (1995)
    With No Optional Benefits
    BOP Unit Value                   $10.54      $10.55      $10.51      $10.34
    EOP Unit Value                   $10.76      $10.54      $10.55      $10.51      $10.34
    Number of Units              22,394,558  28,031,653  21,299,789  15,242,856  11,274,642
    With LT5, HDV and EBP
    BOP Unit Value                    $9.94           -           -           -
    EOP Unit Value                   $10.01       $9.94           -           -           -
    Number of Units                       -           -           -           -           -
- --------------------------------------------------------------------------------------------
AST Money Market (1992)
    With No Optional Benefits
    BOP Unit Value                    $9.88       $9.78       $9.86       $9.96
    EOP Unit Value                   $10.16       $9.88       $9.78       $9.86       $9.96
    Number of Units              46,325,237  42,442,274  29,870,585  32,730,501  36,255,772
    With LT5, HDV and EBP
    BOP Unit Value                    $9.99           -           -           -
    EOP Unit Value                   $10.13       $9.99           -           -           -
    Number of Units                       -           -           -           -           -



                                      A-8






- -----------------------------------------------------------------------------------------
Sub-account                                  2006      2005     2004     2003     2002
                                                                  
- -----------------------------------------------------------------------------------------
Evergreen VA - International Equity (2000)
    With No Optional Benefits
    BOP Unit Value                            $15.59   $13.66   $11.65    $8.15
    EOP Unit Value                            $18.88   $15.59   $13.66   $11.65    $8.15
    Number of Units                        1,081,552  689,816  414,631  189,143  113,389
    With LT5, HDV and EBP
    BOP Unit Value                            $10.88        -        -        -
    EOP Unit Value                            $13.00   $10.88        -        -        -
    Number of Units                                -        -        -        -        -
- -----------------------------------------------------------------------------------------
Evergreen VA - Omega (2000)
    With No Optional Benefits
    BOP Unit Value                            $11.53   $11.29   $10.71    $7.78
    EOP Unit Value                            $12.03   $11.53   $11.29   $10.71    $7.78
    Number of Units                          241,307  281,775  570,123  404,789   39,943
    With LT5, HDV and EBP
    BOP Unit Value                            $10.50        -        -        -
    EOP Unit Value                            $10.79   $10.50        -        -        -
    Number of Units                                -        -        -        -        -




 OPTIMUM PLUS - Prospectus





- -----------------------------------------------------------------------------------------
Sub-account                        2006        2005        2004       2003       2002
                                                                
- -----------------------------------------------------------------------------------------
AST JP Morgan International
 Equity Portfolio
    With No Optional Benefits
    BOP Unit Value                  $13.84      $12.67      $11.00      $8.56
    EOP Unit Value                  $16.71      $13.84      $12.67     $11.00      $8.56
    Number of Units              4,715,269   5,621,836   3,227,381  2,415,394  2,569,506
    With LT5, HDV, and EBP
    BOP Unit Value                  $10.53           -           -          -
    EOP Unit Value                  $12.55      $10.53           -          -          -
    Number of Units                      -           -           -          -          -
- -----------------------------------------------------------------------------------------
AST International Growth
 formerly, AST William Blair
 International Growth (1997)
    With No Optional Benefits
    BOP Unit Value                  $17.54      $15.30      $13.39      $9.72
    EOP Unit Value                  $20.87      $17.54      $15.30     $13.39      $9.72
    Number of Units              9,628,446  12,141,522  11,265,469  5,547,558    835,523
    With LT5, HDV, and EBP
    BOP Unit Value                  $11.16           -           -          -
    EOP Unit Value                  $13.10      $11.16           -          -          -
    Number of Units                      -           -           -          -          -
- -----------------------------------------------------------------------------------------
AST International Value
 formerly, AST LSV International
 Value
    With No Optional Benefits
    BOP Unit Value                  $14.36      $12.84      $10.79      $8.19
    EOP Unit Value                  $18.00      $14.36      $12.84     $10.79      $8.19
    Number of Units              3,305,620   2,013,544   1,897,469  1,201,268    269,995
    With LT5, HDV, and EBP
    BOP Unit Value                  $10.59           -           -          -
    EOP Unit Value                  $13.09      $10.59           -          -          -
    Number of Units                      -           -           -          -          -
- -----------------------------------------------------------------------------------------
AST Small Cap Growth
    With No Optional Benefits
    BOP Unit Value                   $9.04       $9.05       $9.89      $6.92
    EOP Unit Value                  $10.01       $9.04       $9.05      $9.89      $6.92
    Number of Units              1,867,490   2,134,730   2,242,129  3,292,593  1,970,250
    With LT5, HDV, and EBP
    BOP Unit Value                  $10.31           -           -          -
    EOP Unit Value                  $11.27      $10.31           -          -          -
    Number of Units                      -           -           -          -          -



                                      A-9






- ------------------------------------------------------------------------------------------
Sub-account                        2006        2005        2004        2003       2002
                                                                 
- ------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap
 Growth
 formerly, AST DeAM Small-Cap
 Growth (1999)
    With No Optional Benefits
    BOP Unit Value                  $11.83      $11.98      $11.13       $7.67
    EOP Unit Value                  $12.53      $11.83      $11.98      $11.13      $7.67
    Number of Units              1,174,654   1,385,430   1,618,719   1,682,193    639,695
    With LT5, HDV, and EBP
    BOP Unit Value                  $10.20           -           -           -
    EOP Unit Value                  $10.66      $10.20           -           -          -
    Number of Units                      -           -           -           -          -
- ------------------------------------------------------------------------------------------
AST Federated Aggressive Growth
 (2000)
    With No Optional Benefits
    BOP Unit Value                  $16.60      $15.42      $12.74       $7.64
    EOP Unit Value                  $18.43      $16.60      $15.42      $12.74      $7.64
    Number of Units              4,641,175   5,464,856   4,808,453   3,085,373  1,255,415
    With LT5, HDV, and EBP
    BOP Unit Value                  $10.84           -           -           -
    EOP Unit Value                  $11.87      $10.84           -           -          -
    Number of Units                      -           -           -           -          -
- ------------------------------------------------------------------------------------------
AST Small-Cap Value (1997)
    With No Optional Benefits
    BOP Unit Value                  $14.91      $14.22      $12.42       $9.30
    EOP Unit Value                  $17.61      $14.91      $14.22      $12.42      $9.30
    Number of Units              9,098,178  11,285,282  10,785,030  10,183,346  6,141,523
    With LT5, HDV, and EBP
    BOP Unit Value                  $10.53           -           -           -
    EOP Unit Value                  $12.26      $10.53           -           -          -
    Number of Units                      -           -           -           -          -
- ------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap
 Growth (2000)
    With No Optional Benefits
    BOP Unit Value                  $12.16      $11.80      $10.31       $7.97
    EOP Unit Value                  $12.71      $12.16      $11.80      $10.31      $7.97
    Number of Units              4,189,111   5,391,424   4,375,813   3,027,057  1,273,118
    With LT5, HDV, and EBP
    BOP Unit Value                  $10.46           -           -           -
    EOP Unit Value                  $10.78      $10.46           -           -          -
    Number of Units                      -           -           -           -          -
- ------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap
 Value (1993)
    With No Optional Benefits
    BOP Unit Value                  $15.99      $14.51      $12.01       $8.96
    EOP Unit Value                  $17.42      $15.99      $14.51      $12.01      $8.96
    Number of Units              9,574,218  12,260,007  11,461,684   8,530,129  5,118,558
    With LT5, HDV, and EBP
    BOP Unit Value                  $10.76           -           -           -
    EOP Unit Value                  $11.56      $10.76           -           -          -
    Number of Units                      -           -           -           -          -
- ------------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap
 Growth
    With No Optional Benefits
    BOP Unit Value                  $10.81       $9.44       $9.08       $7.46
    EOP Unit Value                  $11.23      $10.81       $9.44       $9.08      $7.46
    Number of Units              4,132,529   3,925,740   2,378,881   2,098,873  1,869,353
    With LT5, HDV, and EBP
    BOP Unit Value                  $11.98           -           -           -
    EOP Unit Value                  $12.28      $11.98           -           -          -
    Number of Units                      -           -           -           -          -



                                     A-10






- --------------------------------------------------------------------------------------------
Sub-account                         2006        2005        2004        2003        2002
                                                                  
- --------------------------------------------------------------------------------------------
AST MFS Growth (1999)
    With No Optional Benefits
    BOP Unit Value                   $10.43       $9.97       $9.16       $7.58
    EOP Unit Value                   $11.25      $10.43       $9.97       $9.16       $7.58
    Number of Units               4,572,301   5,915,443   4,529,834   4,784,269   2,930,432
    With LT5, HDV, and EBP
    BOP Unit Value                   $10.64           -           -           -
    EOP Unit Value                   $11.32      $10.64           -           -           -
    Number of Units                       -           -           -           -           -
- --------------------------------------------------------------------------------------------
AST Marsico Capital Growth
 (1997)
    With No Optional Benefits
    BOP Unit Value                   $12.88      $12.26      $10.78       $8.32
    EOP Unit Value                   $13.59      $12.88      $12.26      $10.78       $8.32
    Number of Units              26,497,526  32,140,125  28,117,310  20,138,164  10,144,317
    With LT5, HDV, and EBP
    BOP Unit Value                   $10.78           -           -           -
    EOP Unit Value                   $11.21      $10.78           -           -           -
    Number of Units                       -           -           -           -           -
- --------------------------------------------------------------------------------------------
AST AllianceBernstein Core
 Value (2001)
    With No Optional Benefits
    BOP Unit Value                   $12.86      $12.39      $11.06       $8.76
    EOP Unit Value                   $15.34      $12.86      $12.39      $11.06       $8.76
    Number of Units               5,318,094   4,311,857   4,643,022   3,621,862   6,005,922
    With LT5, HDV, and EBP
    BOP Unit Value                   $10.20           -           -           -
    EOP Unit Value                   $12.00      $10.20           -           -           -
    Number of Units                       -           -           -           -           -
- --------------------------------------------------------------------------------------------
AST AllianceBernstein
 Growth & Income (1992)
    With No Optional Benefits
    BOP Unit Value                   $11.81      $11.46      $10.50       $8.06
    EOP Unit Value                   $13.62      $11.81      $11.46      $10.50       $8.06
    Number of Units              23,350,650  31,190,346  25,850,506  21,264,670   6,667,373
    With LT5, HDV, and EBP
    BOP Unit Value                   $10.15           -           -           -
    EOP Unit Value                   $11.55      $10.15           -           -           -
    Number of Units                       -           -           -           -           -
- --------------------------------------------------------------------------------------------
AST Large Cap Value
    With No Optional Benefits
    BOP Unit Value                   $11.69      $11.17       $9.83       $8.34
    EOP Unit Value                   $13.62      $11.69      $11.17       $9.83       $8.34
    Number of Units               5,568,043   5,245,455   3,717,848   2,647,064   2,110,071
    With LT5, HDV, and EBP
    BOP Unit Value                   $10.44           -           -           -
    EOP Unit Value                   $11.99      $10.44           -           -           -
    Number of Units                       -           -           -           -           -
- --------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond
 (1994)
    With No Optional Benefits
    BOP Unit Value                   $12.64      $13.45      $12.59      $11.34
    EOP Unit Value                   $13.21      $12.64      $13.45      $12.59      $11.34
    Number of Units               6,093,700   6,261,824   4,717,822   2,962,471   1,739,313
    With LT5, HDV, and EBP
    BOP Unit Value                    $9.34           -           -           -
    EOP Unit Value                    $9.63       $9.34           -           -           -
    Number of Units                       -           -           -           -           -



                                     A-11






- --------------------------------------------------------------------------------------------
Sub-account                         2006        2005        2004        2003        2002
                                                                  
- --------------------------------------------------------------------------------------------
AST Lord Abbett
 Bond-Debenture (2000)
    With No Optional Benefits
    BOP Unit Value                   $12.20      $12.26      $11.61       $9.94
    EOP Unit Value                   $13.17      $12.20      $12.26      $11.61       $9.94
    Number of Units              10,147,675  12,427,806   8,369,008   7,751,236   4,146,530
    With LT5, HDV, and EBP
    BOP Unit Value                    $9.84           -           -           -
    EOP Unit Value                   $10.48       $9.84           -           -           -
    Number of Units                       -           -           -           -           -
- --------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond
 (1994)
    With No Optional Benefits
    BOP Unit Value                   $11.40      $11.31      $10.95      $10.57
    EOP Unit Value                   $11.63      $11.40      $11.31      $10.95      $10.57
    Number of Units              21,700,661  22,436,395  33,208,757  26,287,388  20,544,075
    With LT5, HDV, and EBP
    BOP Unit Value                   $10.04           -           -           -
    EOP Unit Value                   $10.10      $10.04           -           -           -
    Number of Units                       -           -           -           -           -
- --------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity
 Bond (1995)
    With No Optional Benefits
    BOP Unit Value                   $10.54      $10.55      $10.51      $10.34
    EOP Unit Value                   $10.76      $10.54      $10.55      $10.51      $10.34
    Number of Units              22,394,558  28,031,653  21,299,789  15,242,856  11,274,642
    With LT5, HDV, and EBP
    BOP Unit Value                    $9.94           -           -           -
    EOP Unit Value                   $10.01       $9.94           -           -           -
    Number of Units                       -           -           -           -           -
- --------------------------------------------------------------------------------------------
AST Money Market (1992)
    With No Optional Benefits
    BOP Unit Value                    $9.88       $9.78       $9.86       $9.96
    EOP Unit Value                   $10.16       $9.88       $9.78       $9.86       $9.96
    Number of Units              46,325,237  42,442,274  29,870,585  32,730,501  36,255,772
    With LT5, HDV, and EBP
    BOP Unit Value                    $9.99           -           -           -
    EOP Unit Value                   $10.13       $9.99           -           -           -
    Number of Units                       -           -           -           -           -
- --------------------------------------------------------------------------------------------
Evergreen VA - International
 Equity (2000)
    With No Optional Benefits
    BOP Unit Value                   $15.59      $13.66      $11.65       $8.15
    EOP Unit Value                   $18.88      $15.59      $13.66      $11.65       $8.15
    Number of Units               1,081,552     689,816     414,631     189,143     113,389
    With LT5, HDV, and EBP
    BOP Unit Value                   $10.88           -           -           -
    EOP Unit Value                   $13.00      $10.88           -           -           -
    Number of Units                       -           -           -           -           -
- --------------------------------------------------------------------------------------------
Evergreen VA - Omega (2000)
    With No Optional Benefits
    BOP Unit Value                   $11.53      $11.29      $10.71       $7.78
    EOP Unit Value                   $12.03      $11.53      $11.29      $10.71       $7.78
    Number of Units                 241,307     281,775     570,123     404,789      39,943
    With LT5, HDV, and EBP
    BOP Unit Value                   $10.50           -           -           -
    EOP Unit Value                   $10.79      $10.50           -           -           -
    Number of Units                       -           -           -           -           -





                                     A-12



              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 investment   minus   Purchase Payments -
                                        options plus Interim Value of Fixed         proportional withdrawals
                                           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





       APPENDIX C - ADDITIONAL INFORMATION ON ASSET ALLOCATION PROGRAMS

 PROGRAM RULES

  .   You can elect an asset allocation program provided by Linsco/Private
      Ledger, Corp, ("LPL"), the firm selling the Annuity. Under the program,
      the Sub-accounts for each asset class in each model portfolio are
      designated based on LPL's evaluation of available Sub-accounts. If you
      elect the Highest Daily Lifetime Five Benefit ("HD5"), the Lifetime Five
      Benefit ("LT5"), Spousal Lifetime Five Benefit ("SLT5") or the Highest
      Daily Value Death Benefit ("HDV"), you must enroll in one of the eligible
      model portfolios. Asset allocation is a sophisticated method of
      diversification that allocates assets among asset classes in order to
      manage investment risk and potentially enhance returns over the long
      term. However, asset allocation does not guarantee a profit or protect
      against a loss.

  .   American Skandia does not design the program or the models, and it is not
      responsible for the program or the models. American Skandia does not
      provide investment advice and is responsible only for administering the
      model you select.

  .   Please see your program materials for a detailed description of LPL's
      asset allocation program including the available model portfolios. You
      can obtain these materials from your LPL Financial Professional.


 HOW THE ASSET ALLOCATION PROGRAM WORKS

  .   Amounts will automatically be allocated in accordance with the
      percentages and to Sub-accounts indicated for the model portfolio that
      you choose with your LPL Financial Professional. If you allocate your
      Account Value or transfer your Account Value among any Sub-accounts that
      are outside of your model portfolio, we will allocate these amounts
      according to the allocation percentages of the applicable model portfolio
      upon the next rebalancing. You may only choose one model portfolio at a
      time. When you enroll in the asset allocation program and upon each
      rebalance thereafter, 100% of your Account Value allocated to the
      variable Sub-accounts will be allocated to the asset allocation program.
      Any Account Value not invested in the Sub-accounts will not be part of
      the program.


  .   Additional Purchase Payments: Unless otherwise requested, any additional
      Purchase Payments applied to the variable Sub-accounts in the Annuity
      will be allocated to the Sub-accounts according to the allocation
      percentages for the model portfolio you choose. Allocation of additional
      Purchase Payments outside of your model portfolio but into a Sub-account,
      will be reallocated according to the allocation percentages of the
      applicable model portfolio upon the next rebalancing.

  .   Rebalancing Your Model Portfolio: Changes in the value of the Sub-account
      will cause your Account Value allocated to the Sub-accounts to vary from
      the percentage allocations of the model portfolio you select. By
      selecting the asset allocation program, you have directed us to
      periodically (e.g., quarterly) rebalance your Account Value allocated to
      the Sub-accounts in accordance with the percentage allocations assigned
      to each Sub-account within your model portfolio at the time you elected
      the program or as later modified with your consent. Some asset allocation
      programs will only require that a rebalancing occur when the percent of
      your Account Value allocated to the Sub-accounts are outside of the
      acceptable range permitted under such asset allocation program. Note --
      Any Account Value not invested in the Sub-accounts will not be affected
      by any rebalance.


  .   Owner Changes in Choice of Model Portfolio: Generally, you may change
      from the model portfolio that you have elected to any other currently
      available model portfolio at any time. The change will be implemented on
      the date we receive all required information in the manner that is then
      permitted or required. Restrictions and limitations may apply, see LPL
      program materials for details.


 TERMINATION OR MODIFICATION OF THE ASSET ALLOCATION PROGRAM:

  .   You may request to terminate your asset allocation program at any time
      unless you have elected an optional benefit that requires that you
      maintain your Account Value in the asset allocation program. Any
      termination will be effective on the date that American Skandia receives
      your termination request in good order. If you move your account from LPL
      to another service provider and decide to terminate your asset allocation
      and you have elected HD5, LT5, SLT5 or HDV, termination of your asset
      allocation program must coincide with enrollment in a then currently
      available and approved asset allocation program or other approved option.
      LPL reserves the right to terminate or modify the asset allocation
      program at any time. American Skandia reserves the right to change the
      way in which we administer the program and to terminate our
      administration of the program.


 RESTRICTIONS ON ELECTING THE ASSET ALLOCATION:
  .   You cannot participate in auto-rebalancing or a DCA program while
      enrolled in an asset allocation program. Upon election of an asset
      allocation program, American Skandia will automatically terminate your
      enrollment in any auto-rebalancing or DCA program. Finally, Systematic
      Withdrawals can only be made as flat dollar amounts.

                                      C-1



       APPENDIX D - SELECTING THE VARIABLE ANNUITY THAT'S RIGHT FOR YOU

 American Skandia Life Assurance Corporation offers several deferred variable
 annuity products. Each annuity has different features and benefits that may be
 appropriate for you based on your individual financial situation and how you
 intend to use the annuity. Not all of these annuities may be available to you,
 depending on your state of residence and/or the broker-dealer through which
 your annuity was sold. You can verify which of these annuities is available to
 you by speaking to your Financial Professional or calling 1-800-752-6342.

 The different features and benefits may include variations on your ability to
 access funds in your annuity without the imposition of a withdrawal charge as
 well as different ongoing fees and charges you pay to stay in the contract.
 Additionally, differences may exist on various optional benefits such as
 guaranteed living benefits or death benefit protection.

 Among the factors you should consider when choosing which annuity product may
 be most appropriate for your individual needs are the following:
..   Your age;
..   The amount of your investment and any planned future deposits into the
    annuity;
..   How long you intend to hold the annuity (also referred to as investment
    time horizon);

..   Your desire to make withdrawals from the annuity; and the timing thereof;

..   Your investment return objectives;

..   The effect of optional benefits that may be elected,
..   The value of being able to "lock-in" growth in your annuity after the
    initial withdrawal charge period for purposes of calculating the death
    benefit payable from the annuity; and

..   Your desire to minimize costs and/or maximize return associated with the
    annuity.


 The following chart outlines some of the different features for each actively
 sold American Skandia Annuity offered exclusively through Linsco/Private
 Ledger. The availability of optional features, such as those noted in the
 chart, may increase the cost of the annuity. Therefore you should carefully
 consider which features you plan to use when selecting your annuity. You
 should also consider the investment objectives, risks, charges and expenses of
 an investment carefully before investing.


 In addition, the hypothetical illustrations below reflect the account value
 and surrender value of each variable annuity over a variety of holding
 periods. These charts are meant to reflect how your annuities can grow or
 decrease depending on market conditions and the comparable value of each of
 the annuities (which reflects the charges associated with the annuities) under
 the assumptions noted.



 AMERICAN SKANDIA ANNUITY PRODUCT COMPARISON

 Below is a summary of American Skandia's actively sold annuity products
 offered exclusively through Linsco/Private Ledger. You should consider the
 investment objectives, risks, charges and expenses of an investment in any
 Annuity carefully before investing. The prospectus for the Annuities as well
 as the underlying portfolio prospectuses contain this and other information
 about the variable annuities and underlying investment options. Your
 registered Financial Professional can provide you with prospectuses for the
 Annuities and the underlying portfolios and can guide you through Selecting
 the Variable Annuity That's Right for You, and help you decide upon the
 Annuity that would be most advantageous for you given your individual needs.
 Please read the prospectuses carefully before investing.


                                      D-1






- ----------------------------------------------------------------------------------------------------------------
                                       OPTIMUM FOUR                 OPTIMUM                  OPTIMUM PLUS
                                                                             
- ----------------------------------------------------------------------------------------------------------------
Minimum Investment              $10,000                    $1,000                     $10,000
- ----------------------------------------------------------------------------------------------------------------
Maximum Issue Age               85                         80                         75
- ----------------------------------------------------------------------------------------------------------------
Contingent Deferred Sales       4 Years                    8 Years                    10 Years
 Charge Schedule                (8.5%, 8%, 7%, 6%)         (7.5%, 7%, 6.5%, 6%,       (9%, 9%, 8%, 7%, 6%,
                                                           5%, 4%, 3%, 2%)            5%, 4%, 3%, 2%, 1%)
- ----------------------------------------------------------------------------------------------------------------
Insurance and Distribution      1.65%                      1.25% years 1-8; 0.65%     1.65% years 1-10; 0.65%
 Charge                                                    years 9+                   years 11+
- ----------------------------------------------------------------------------------------------------------------
Annual Maintenance Fee          Lesser of $35 or           Lesser of $35 or           Lesser of $35 or
                                2% of Account Value*       2% of Account Value*       2% of Account Value
- ----------------------------------------------------------------------------------------------------------------
Contract Credit                 Yes. Generally, we apply   Yes. Generally, we apply   Yes. The amount of the
                                a Loyalty Credit to your   a Loyalty Credit to your   credit applied to a
                                Annuity's Account          Annuity's Account          Purchase Payment is
                                Value at the end of your   Value at the end of your   based on the year the
                                fifth contract year (i.e., fifth contract year (i.e., Purchase Payment is
                                on your fifth Contract     on your fifth Contract     received, for the first 6
                                Anniversary). The          Anniversary). The          years of the contract as
                                Loyalty Credit is equal    Loyalty Credit is equal    follows:
                                to 2.75% of total          to 0.50% of total          the credit percentages for
                                Purchase Payments made     Purchase Payments made     each year, starting with
                                during the first four      during the first four      the first, are 6.50%,
                                contract years less the    contract years less the    5.00%, 4.00%, 3.00%,
                                cumulative amount of       cumulative amount of       2.00%, and 1.00%.
                                withdrawals made           withdrawals made           Recaptured in certain
                                (including the deduction   (including the deduction   circumstances
                                of any CDSC amounts)       of any CDSC amounts)
                                through the fifth          through the fifth
                                Contract Anniversary       Contract Anniversary
- ----------------------------------------------------------------------------------------------------------------
Fixed Allocation (early         Fixed Allocation           Fixed Allocation           Fixed Allocation
 withdrawals are subject to a   Available (currently       Available (currently       Available (currently
 Market Value Adjustment)       offering durations of:     offering durations of:     offering durations of:
                                1,2,3,5,7,10 years)        1,2,3,5,7,10 years)        1,2,3,5,7,10 years)
- ----------------------------------------------------------------------------------------------------------------
Variable Investment Options     See "Investment            See "Investment            See "Investment
                                Options" section of        Options" section of        Options" section of
                                Prospectus. Not all        Prospectus. Not all        Prospectus. Not all
                                options available with     options available with     options available with
                                certain optional benefits. certain optional benefits. certain optional benefits.
- ----------------------------------------------------------------------------------------------------------------
Basic Death Benefit             The greater of: Purchase   The greater of: Purchase   The greater of: Purchase
                                Payments less              Payments less              Payments less
                                proportional withdrawals   proportional withdrawals   proportional withdrawals
                                or account value (no       or account value (no       or account value (no
                                MVA Applied).              MVA Applied).              MVA Applied) less an
                                                                                      amount equal to the
                                                                                      credits applied within the
                                                                                      12 months prior to date
                                                                                      of death.
- ----------------------------------------------------------------------------------------------------------------
Optional Death Benefits (for an Enhanced Beneficiary       EBP II, HDV, HAV,          EBP II, HDV, HAV,
 additional cost)/ 1/           Protection (EBPII)         Combo 5%                   Combo 5%
                                Highest Daily Value        Roll-up/HAV                Roll-up/HAV
                                (HDV)
                                Highest Anniversary
                                Value (HAV)
                                Combo 5% Roll
                                Up/HAV
- ----------------------------------------------------------------------------------------------------------------
Living Benefits (for an         GRO/ GRO Plus,             GRO/ GRO Plus,             GRO/ GRO Plus,
 additional cost)/ 2/           GMWB, GMIB,                GMWB, GMIB,                GMWB, GMIB,
                                Lifetime Five, Spousal     Lifetime Five, Spousal     Lifetime Five, Spousal
                                Lifetime Five, Highest     Lifetime Five, Highest     Lifetime Five, Highest
                                Daily Lifetime Five        Daily Lifetime Five        Daily Lifetime Five
- ----------------------------------------------------------------------------------------------------------------
Annuity Rewards/ 3/             Available after initial    Available after initial    Available after initial
                                withdrawal period          withdrawal period          withdrawal period



                                      D-2



 HYPOTHETICAL ILLUSTRATION
 The following examples outline the value of each annuity as well as the amount
 that would be available to an investor as a result of full surrender at the
 end of each of the Annuity. The values shown below are based on the following
 assumptions:

 An initial investment of $100,000 is made into each Annuity earning a gross
 rate of return of 0% and 6% respectively.

..   No subsequent deposits or withdrawals are made from the Annuity.

..   The hypothetical gross rates of return are reduced by the arithmetic
    average of the fees and expenses of the underlying portfolios and the
    charges that are deducted from the Annuity at the Separate Account level as
    follows/4/:
..   0.94% based on the fees and expenses of the underlying portfolios as of
    December 31, 2006. The arithmetic average of all fund expenses is computed
    by adding portfolio management fees, 12b-1 fees and other expenses of all
    of the underlying portfolios and then dividing by the number of portfolios.
    For purposes of the illustrations, we do not reflect any expense
    reimbursements or expense waivers that might apply and are described in the
    prospectus fee table.

..   The Separate Account level charges include the Insurance Charge and
    Distribution Charge (as applicable).

..   The Account Value and Surrender Value are further reduced by the annual
    maintenance fee. For Optimum Plus, Optimum Four, and Optimum, the Account
    Value and Surrender Value also reflect the addition of any applicable
    credits.

 The Account Value assumes no surrender, while the Surrender Value assumes a
 100% surrender two days prior to the anniversary of the Issue Date of the
 Annuity ("Annuity Anniversary"), therefore reflecting the withdrawal charge
 applicable to that Annuity year. Note that a withdrawal on the Annuity
 Anniversary would be subject to the withdrawal charge applicable to the next
 Annuity year, which usually is lower. The values that you actually experience
 under an Annuity will be different than what is depicted here if any of the
 assumptions we make here differ from your circumstances, however the relative
 values for each product reflected below will remain the same. (We will provide
 you with a personalized illustration upon request). Shaded cells represent the
 product with the highest customer Surrender Value for the Annuity year.
 Multiple shaded cells represent a tie between two or more annuities.



 0% Gross Rate of Return





- -----------------------------------------------------------------------------------
       Optimum Four               Optimum                     Optimum Plus
 -  ------------------- ---------------------------- ------------------------------
    Net rate of return       Net rate of return            Net rate of return
 -  ------------------- ---------------------------- ------------------------------
    All years  -2.57%   Yrs 1-8 Yrs 9+ -2.18% -1.58% Yrs 1-10 Yrs 11+ -2.57% -1.58%
 -  --------- --------- -------------- ------------- ---------------- -------------
    CONTRACT  SURRENDER    CONTRACT      SURRENDER       CONTRACT       SURRENDER
      VALUE     VALUE       VALUE          VALUE          VALUE           VALUE
 -  --------- --------- -------------- ------------- ---------------- -------------
                                                    
 1   97,432    88,932       97,828        90,328         103,766         94,766
 2   94,890    86,890       95,662        88,662         101,060         92,060
 3   92,413    85,413       93,544        87,044          98,424         90,424
 4   90,000    84,000       91,473        85,473          95,856         88,856
 5   87,649    87,649       89,446        84,446          93,354         87,354
 6   88,037    88,037       87,952        83,952          90,917         85,917
 7   85,737    85,737       86,002        83,002          88,542         84,542
 8   83,495    83,495       84,095        82,095          86,228         83,228
 9   81,312    81,312       82,727        82,727          83,974         81,974
 10  79,184    79,184       81,382        81,382          81,778         80,778
 11  77,112    77,112       80,059        80,059          80,446         80,446
 12  75,092    75,092       78,756        78,756          79,138         79,138
 13  73,125    73,125       77,474        77,474          77,850         77,850
 14  71,208    71,208       76,213        76,213          76,582         76,582
 15  69,341    69,341       74,971        74,971          75,335         75,335
 16  67,522    67,522       73,749        73,749          74,107         74,107
 17  65,749    65,749       72,547        72,547          72,899         72,899
 18  64,022    64,022       71,363        71,363          71,710         71,710
 19  62,340    62,340       70,199        70,199          70,540         70,540
 20  60,701    60,701       69,052        69,052          69,388         69,388
 21  59,104    59,104       67,924        67,924          68,254         68,254
 22  57,548    57,548       66,814        66,814          67,139         67,139
 23  56,033    56,033       65,721        65,721          66,041         66,041
 24  54,556    54,556       64,646        64,646          64,961         64,961
 25  53,117    53,117       63,587        63,587          63,897         63,897
- -----------------------------------------------------------------------------------



 Assumptions:

 a. $100,000 initial investment

 b. Fund Expenses =0.94%

 c. No optional death benefits or living benefits elected

 d. Annuity was issued on or after November 20, 2006

 e. Surrender value assumes surrender 2 days prior to Annuity anniversary


                                      D-3







 6% Gross Rate of Return





       Optimum Four               Optimum                   Optimum Plus
 -  ------------------- --------------------------- ----------------------------
    Net rate of return      Net rate of return           Net rate of return
 -  ------------------- --------------------------- ----------------------------
    All years   3.27%   Yrs 1-8 Yrs 9+ -2.18% 4.32% Yrs 1-10 Yrs 11+ 3.27% 4.32%
 -  --------- --------- -------------- ------------ ---------------- -----------
    CONTRACT  SURRENDER    CONTRACT     SURRENDER       CONTRACT      SURRENDER
      VALUE     VALUE       VALUE         VALUE          VALUE          VALUE
 -  --------- --------- -------------- ------------ ---------------- -----------
                                                   
 1   103,262    94,762     103,681        96,181        109,974        100,974
 2   106,640    98,640     107,508       100,508        113,535        104,535
 3   110,128   103,128     111,476       104,976        117,213        109,213
 4   113,730   107,730     115,590       109,590        121,011        114,011
 5   117,450   117,450     119,857       114,857        124,933        118,933
 6   124,132   124,132     124,799       120,799        128,983        123,983
 7   128,192   128,192     129,406       126,406        133,166        129,166
 8   132,386   132,386     134,182       132,182        137,486        134,486
 9   136,716   136,716     139,978       139,978        141,947        139,947
 10  141,188   141,188     146,027       146,027        146,554        145,554
 11  145,806   145,806     152,336       152,336        152,846        152,846
 12  150,576   150,576     158,919       158,919        159,414        159,414
 13  155,501   155,501     165,786       165,786        166,266        166,266
 14  160,588   160,588     172,950       172,950        173,414        173,414
 15  165,840   165,840     180,423       180,423        180,871        180,871
 16  171,265   171,265     188,219       188,219        188,650        188,650
 17  176,867   176,867     196,352       196,352        196,765        196,765
 18  182,653   182,653     204,837       204,837        205,231        205,231
 19  188,627   188,627     213,688       213,688        214,063        214,063
 20  194,797   194,797     222,922       222,922        223,276        223,276
 21  201,169   201,169     232,554       232,554        232,887        232,887
 22  207,750   207,750     242,603       242,603        242,914        242,914
 23  214,545   214,545     253,086       253,086        253,374        253,374
 24  221,563   221,563     264,022       264,022        264,286        264,286
 25  228,811   228,811     275,431       275,431        275,670        275,670
- --------------------------------------------------------------------------------




 Assumptions:

 a. $100,000 initial investment

 b. Fund Expenses = 0.94%

 c. No optional death benefits or living benefits elected

 d. Annuity was issued on or after November 20, 2006

 e. Surrender value assumes surrender 2 days prior to Annuity anniversary


                                      D-4



 In addition, the following charts indicate the days (measured from the Issue
 Date) in which each annuity product would have the highest Surrender Value
 amongst the products listed given the above assumptions.

 0% Gross Rate Of Return




                          Over 30 Years, days
                            won Total Days    Year    Actual Days
             ------------------------------------------------------
                                           
             OPTIMUM FOUR        1459           4        1460
                                                5      1461-1824
                                               6-8     1826-2919
             ------------------------------------------------------
               OPTIMUM           572            9      2974-3284
                                               10      3389-3649
             ------------------------------------------------------
             OPTIMUM PLUS        8919          1-4      1-1459
                                                5        1825
                                                8        2920
                                                9   2921-2974, 3285
                                               10   3286-3388, 3650
                                              11-30   3651-10950
             ------------------------------------------------------




 6% Gross Rate of Return





                            Over 30 Years, days
                              won Total Days    Year  Actual Days
               --------------------------------------------------
                                             
               OPTIMUM FOUR         364           6   1826-2189
               --------------------------------------------------
                 OPTIMUM            129           9   3276-3284
                                                 10   3530-3649
               --------------------------------------------------
               OPTIMUM PLUS        10457         1-5    1-1825
                                                 6-9  2190-3275
                                                9-10  3285-3529
                                                10-30 3650-10950
               --------------------------------------------------





 Days listed assume 365 days per year and do not account for Leap Years.

 *  Annual maintenance fee is waived for account values of $100,000 or more.
 1) For more information on these benefits, refer to the "Death Benefit"
    section in the Prospectus.
 2) For more information on these benefits, refer to the "Living Benefit
    Programs" section in the Prospectus.
 3) The Annuity Rewards benefit offers Owners an ability to increase the
    guaranteed death benefit so that the death benefit will at least equal the
    Annuity's account value on the effective date of the Annuity Rewards
    benefits, if the terms of the Annuity Rewards benefit are met.

 4) These reductions result in hypothetical net rates of return corresponding
    to the 0% and 6% gross rates of return, respectively as follows: Optimum
    Four -2.57% and 3.27%; Optimum -2.18% and -2.18% in years 1-8 and -1.58%
    and 4.32% in years 9+, Optimum Plus -2.57% and 3.27% in years 1-10 and
    -1.58% and 4.32% in years 11+.


                                      D-5




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

 We set out below the current formula under which we may transfer amounts
 between the variable investment options and the Benefit Fixed Rate Account.
 Upon your election of Highest Daily Lifetime Five, we will not alter the asset
 transfer formula that applies to your Annuity. However, as discussed in the
 "Living Benefits" section, we reserve the right to modify this formula with
 respect to those who elect Highest Daily Lifetime Five in the future.

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

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

  .   C\\l\\ - the lower target is established on the Effective Date and is not
      changed for the life of the guarantee. Currently, it is 77%.

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

  .   r - the target ratio.

  .   a - the factors used in calculating the target value. These factors are
      established on the Effective Date and are not changed for the life of the
      guarantee. The factors that we use currently are derived from the a2000
      Individual Annuity Mortality Table with an assumed interest rate of 3%.
      Each number in the table "a" factors (which appears below) represents a
      factor, which when multiplied by the Highest Daily Annual Income Amount,
      projects our total liability for the purpose of asset transfers under the
      guarantee.

  .   Q - age based factors used in calculating the target value. These factors
      are established on the Effective Date and are not changed for the life of
      the guarantee. The factor is currently set equal to 1.

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

  .   F - the total value of all Benefit Fixed Rate Account allocations.

  .   I - the income value prior to the first withdrawal. The income value is
      equal to what the Highest Daily Annual Income Amount would be if the
      first withdrawal were taken on the date of calculation. After the first
      withdrawal the income value equals the greater of the Highest Daily
      Annual Income Amount, the quarterly step-up amount times the annual
      income percentage, and the Account Value times the annual income
      percentage.

  .   T - the amount of a transfer into or out of the Benefit Fixed Rate
      Account.

  .   I% - annual income amount percentage. This factor is established on the
      Effective Date and is not changed for the life of the guarantee.
      Currently, this percentage is equal to 5%

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

                                 L = I * Q * a

 Transfer Calculation:
 The following formula, which is set on the Effective Date and is not changed
 for the life of the guarantee, determines when a transfer is required:




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




      .   If r (greater than) C\\u\\, assets in the Permitted Sub-accounts are
          transferred to Benefit Fixed Rate Account.

      .   If r (less than) C\\l\\, and there are currently assets in the
          Benefit Fixed Rate Account (F (greater than) 0), assets in the
          Benefit Fixed Rate Account are transferred to the Permitted
          Sub-accounts.


                                      E-1




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




                                     
 T ={Min(V, [L - F - V * Ct] / (1-Ct))} T(greater than)0, Money moving from
                                        the Permitted Sub-accounts to the
                                        Benefit Fixed Rate Account
 T ={Min(F, [L - F - V * C\\t\\] /      T(less than)0, Money moving from the
 (1-C\\t\\))}                           Benefit Fixed Rate Account to the
                                        Permitted Sub-accounts]




 Example:
 Male age 65 contributes $100,000 into the Permitted Sub accounts and the value
 drops to $92,300 during year one, end of day one. A table of values for "a"
 appears below.

 Target Value Calculation:




                                     
                                     L    =   I * Q * a
                                          =   5000.67 * 1 * 15.34
                                          =   76,710.28




 Target Ratio:




                                     
                                     r    =   (L - F) / V
                                          =   (76,710.28 - 0) / 92,300.00
                                          =   83.11%




 Since r (greater than) Cu ( because 83.11% (greater than) 83%) a transfer into
 the Benefit Fixed rate Account occurs.




                                     
                                     T    =   { Min ( V, [ L - F - V * Ct] /
                                              ( 1 - Ct))}
                                          =   { Min ( 92,300.00, [ 76,710.28
                                              - 0 - 92,300.00 * 0.80] / ( 1 -
                                              0.80))}
                                          =   { Min ( 92,300.00, 14,351.40 )}
                                          =   14,351.40



                                      E-2




                 Age 65 "a" Factors for Liability Calculations
              (in Years and Months since Benefit Effective Date)*





       Months
 Years   1      2     3     4     5     6     7     8     9    10    11    12
 ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
                                      
  1... 15.34  15.31 15.27 15.23 15.20 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.


                                      E-3




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





- ---------------------------------------------------------------------------------------------------
                              Optimum Four NY             Optimum NY            Optimum Plus NY
                                                                   
- ---------------------------------------------------------------------------------------------------
Minimum Investment        $10,000                  $1,000                   $10,000
- ---------------------------------------------------------------------------------------------------
Maximum Issue Age         Annuitant 85             Annuitant 85             Annuitant 85
                          Oldest Owner 85          Oldest Owner 80          Oldest Owner 75
- ---------------------------------------------------------------------------------------------------
Contingent Deferred Sales 4 Years                  7 Years                  10 Years
 Charge Schedule          (7%, 6%, 5%, 4%)         (7%, 6%, 5%, 4%,         (9%, 9%, 8%, 7%,
                          (Applied to Purchase     3%, 2%, 1%)              6%, 5%, 4%, 3%,
                          Payments based on        (Applied to Purchase     2%, 1%)
                          the inception date of    Payments based on        (Applied to Purchase
                          the Annuity)             the inception date of    Payments based on
                                                   the Annuity)             the inception date of
                                                                            the Annuity)
- ---------------------------------------------------------------------------------------------------
Insurance Charge          1.65%                    0.65%                    0.65%
- ---------------------------------------------------------------------------------------------------
Distribution Charge       N/A                      0.60% annuity            1.00% annuity
                                                   years 1-7                years 1-10
                                                   0.0% annuity years 8+    0.00% annuity
                                                                            years 11+
- ---------------------------------------------------------------------------------------------------
Annual Maintenance Fee    Lesser of $30 or         Lesser of $30 or         Lesser of $30 or
                          2% of Account Value      2% of Account Value      2% of Account Value
                          Waived for Account       Waived for Account
                          Values exceeding         Values exceeding
                          $100,000                 $100,000
- ---------------------------------------------------------------------------------------------------
Transfer Fee              $10 after twenty in      $10 after twenty in      $10 after twenty in
                          any annuity year.        any annuity year. May    any annuity year
                                                   be increased to $15
                                                   after eight in any
                                                   annuity year
- ---------------------------------------------------------------------------------------------------
Contract Credit           Yes. Effective for       Yes. Effective for       Yes The amount of
                          Contracts issued on or   Contracts issued on or   the credit applied to a
                          after June 20, 2005.     after July 24, 2006.     Purchase Payment is
                          Generally we apply a     Generally we apply a     based on the year the
                          Loyalty Credit to your   Loyalty Credit to your   Purchase Payment is
                          Annuity's Account        Annuity's Account        received, for the first
                          Value at the end of      Value at the end of      6 years of the
                          your fifth contract      your fifth contract      contract. Currently the
                          year (i.e. on your fifth year (i.e. on your fifth credit percentages for
                          Contract                 Contract                 each year starting with
                          Anniversary).            Anniversary).            the first year are:
                          Currently the Loyalty    Currently the Loyalty    6.50%, 5.00%, 4.00%,
                          Credit is equal to       Credit is equal to       3.00%, 2.00%, and
                          2.75% of total           0.50% of total           1.00%.
                          Purchase Payments        Purchase Payments
                          made during the first    made during the first
                          four contract years      four contract years
                          less the cumulative      less the cumulative
                          amount of                amount of
                          withdrawals made         withdrawals made
                          (including the           (including the
                          deduction of any         deduction of any
                          CDSC amounts)            CDSC amounts)
                          through the fifth        through the fifth
                          Contract Anniversary     Contract Anniversary.



                                      F-1






- -------------------------------------------------------------------------------------------------------
                                    Optimum Four NY           Optimum NY            Optimum Plus NY
                                                                       
- -------------------------------------------------------------------------------------------------------
Fixed Allocation (If            Fixed Allocations       Fixed Allocations       No
 available, early               Available (Currently    Available (Currently
 withdrawals are subject        offering durations of:  offering durations of:
 to a Market Value              5, 7, and 10 years)     2, 3, 5, 7, and 10
 Adjustment) ("MVA")            The MVA formula for     years) The MVA
                                NY is [(1+I)/(1+J)]     formula for NY is
                                N/365                   [(1+I)/(1+J)] N/365
                                The MVA formula         The MVA formula
                                does not apply during   does not apply during
                                the 30 day period       the 30 day period
                                immediately before      immediately before
                                the end of the          the end of the
                                Guarantee Period.       Guarantee Period.
- -------------------------------------------------------------------------------------------------------
Variable Investment             All options generally   All options generally   All options generally
 Options                        available except        available except        available except
                                where restrictions      where restrictions      where restrictions
                                apply when certain      apply when certain      apply when certain
                                riders are purchased.   riders are purchased.   riders are purchased.
- -------------------------------------------------------------------------------------------------------
Basic Death Benefit             The greater of:         The greater of:         The greater of:
                                Purchase Payments       Purchase Payments       Purchase Payments
                                less proportional       less proportional       less proportional
                                withdrawals or          withdrawals or          withdrawals or
                                Account Value           Account Value           Account Value
                                (variable) plus Interim (variable) plus Interim (variable) (No MVA
                                Value (fixed). (No      Value (fixed). (No      applied) (No recapture
                                MVA applied)            MVA applied)            of credits applied
                                                                                within 12 months
                                                                                prior to the date of
                                                                                death)
- -------------------------------------------------------------------------------------------------------
Optional Death Benefits         HAV                     HAV                     HAV
 (for an additional cost)/ (1)/
- -------------------------------------------------------------------------------------------------------
Optional Living Benefits        GRO/GRO Plus            GRO/GRO Plus            GRO/GRO Plus
 (for an additional cost)/ (2)/ GMWB, GMIB,             GMWB, GMIB,             GMWB, GMIB,
                                Lifetime Five,          Lifetime Five,          Lifetime Five,
                                Spousal Lifetime Five   Spousal Lifetime Five   Spousal Lifetime Five
- -------------------------------------------------------------------------------------------------------
Annuity Rewards /(3)/           Available after initial Available after initial Available after initial
                                CDSC period             CDSC period             CDSC period
- -------------------------------------------------------------------------------------------------------
Annuitization Options           Fixed option only       Fixed option only       Fixed option only
                                Annuity date cannot     Annuity date cannot     Annuity date cannot
                                exceed the first day of exceed the first day of exceed the first day of
                                the calendar month      the calendar month      the calendar month
                                following Annuitant's   following Annuitant's   following Annuitant's
                                90/th/ birthday The     90/th/ birthday The     90/th/ birthday The
                                maximum Annuity         maximum Annuity         maximum Annuity
                                Date is based on the    Date is based on the    Date is based on the
                                first Owner or          first Owner or          first Owner or
                                Annuitant to reach the  Annuitant to reach the  Annuitant to reach the
                                maximum age, as         maximum age, as         maximum age, as
                                indicated in your       indicated in your       indicated in your
                                Annuity.                Annuity.                Annuity.




 (1)For more information on these benefits, refer to the "Death Benefit"
    section in the Prospectus.
 (2)For more information on these benefits, refer to the "Living Benefit
    Programs" section in the Prospectus.
 (3)The Annuity rewards benefit offers Owners an ability to increase the
    guaranteed death benefit so that the death benefit will at least equal the
    Annuity's Account Value on the effective date of the Annuity Rewards
    benefits, if the terms of the Annuity Rewards benefit are met.


                                      F-2




            PLEASE SEND ME A STATEMENT OF ADDITIONAL INFORMATION THAT CONTAINS
            FURTHER DETAILS ABOUT THE AMERICAN SKANDIA ANNUITY DESCRIBED IN
            PROSPECTUS (PLEASE CHECK ONE)        OPTIMUM (05/2007),
            OPTIMUM FOUR (05/2007),        OPTIMUM PLUS (05/2007).


                      ------------------------
                               (print your name)

                      ------------------------
                                   (address)

                      ------------------------
                             (city/state/zip code)




[LOGO]
The Prudential Insurance Company of America
751 Broad Street
Newark, NJ 07102-3777




                                       
Variable Annuity Issued by:                        Variable Annuity Distributed by:

AMERICAN SKANDIA LIFE ASSURANCE                         AMERICAN SKANDIA MARKETING,
CORPORATION                                                            INCORPORATED
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.americanskandia.prudential.com http://www.americanskandia.prudential.com


                              MAILING ADDRESSES:

                     AMERICAN SKANDIA - VARIABLE ANNUITIES
                                 P.O. Box 7960
                            Philadelphia, PA 19176

                                 EXPRESS MAIL:
                     AMERICAN SKANDIA - VARIABLE ANNUITIES
                                2101 Welsh Road
                               Dresher, PA 19025
                                   PRSRT STD
                                 U.S. POSTAGE
                                     PAID
                                 LANCASTER, PA
                                PERMIT NO. 1793



                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution: Not Applicable.

Item 15. Indemnification of Directors and Officers: Under Section 33-320a of
the Connecticut General Statutes, the Registrant must indemnify a director or
officer against judgments, fines, penalties, amounts paid in settlement and
reasonable expenses including attorneys' fees, for actions brought or
threatened to be brought against him in his capacity as a director or officer
when certain disinterested parties determine that he acted in good faith and in
a manner he reasonably believed to be in the best interests of the Registrant.
In any criminal action or proceeding, it also must be determined that the
director or officer had no reason to believe his conduct was unlawful. The
director or officer must also be indemnified when he is successful on the
merits in the defense of a proceeding or in circumstances where a court
determines that he is fairly and reasonable entitled to be indemnified, and the
court approves the amount. In shareholder derivative suits, the director or
officer must be finally adjudged not to have breached this duty to the
Registrant or a court must determine that he is fairly and reasonably entitled
to be indemnified and must approve the amount. In a claim based upon the
director's or officer's purchase or sale of the Registrants' securities, the
director or officer may obtain indemnification only if a court determines that,
in view of all the circumstances, he is fairly and reasonably entitled to be
indemnified and then for such amount as the court shall determine. The By-Laws
of American Skandia Life Assurance Corporation ("ASLAC") 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 ASLAC and American Skandia Marketing, Inc. ("ASM")
can also be indemnified pursuant to indemnity agreements between each director
and officer and American Skandia, 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 ASLAC and ASM are covered under a directors and
officers liability insurance policy. Such policy will reimburse ASLAC or ASM,
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 ASLAC or ASM,
as applicable, in his or her past or present capacity as such.

Item 16. Exhibits:


        Exhibits                                                Page
        --------------------------------------------  ------------------------

1       Underwriting agreement incorporated by
        reference to Post Effective Amendment No. 1
        to Registration Statement No. 333-25733,
        filed via EDGAR March 2, 1998.

2       Plan of acquisition, reorganization,          Not applicable
        arrangement, liquidation or succession

3       Articles of incorporation and by-laws
        incorporated by reference to Post-Effective
        Amendment No. 6 to Registration Statement
        No. 33-87010, filed via EDGAR March 2, 1998.

4       Instruments defining the rights of security
        holders, including indentures, incorporated
        by reference to Post-Effective Amendment No.
        3 to Registration Statement No. 33-87010,
        filed via EDGAR April 25, 1996.

5       Opinion re legality                           (included as Exhibit 23b)

6 - 9                                                 Not applicable

10      Material contracts (Investment Management
        Agreement):

        (a) Agreement with Alliance Capital
            Management L.P. incorporated by
            reference to Post- Effective No. 3 to
            Registration Statement No. 33-53507,
            filed via EDGAR April 26, 2002.

        (b) Agreement with Blackrock Financial
            Management, Inc. incorporated by
            reference to Post-Effective No. 3 to
            Registration Statement No. 33-53507,
            filed via EDGAR April 26, 2002.

11 - 22                                               Not applicable

23a     Consent of PricewaterhouseCoopers LLP         FILED HEREWITH

23b     Opinion & Consent of Counsel                  Filed via EDGAR with
                                                      Post Effective
                                                      Amendment No. 5 to
                                                      this Registration
                                                      Statement
                                                      No. 333-04989 filed
                                                      April 20, 2004.

24      (a) Powers of Attorney for Directors James J. Avery, Helen M. Galt,
        Ronald P. Joelson, Andrew J. Mako, C. Edward Chaplin and Bernard J.
        Jacob, David R. Odenath, Chief Executive Officer, President and
        Director, and Michael Bohm, Executive Vice President and Chief
        Financial Officer filed with Post-Effective Amendment No. 11 to
        Registration Statement No. 333-24989.

24      (b) Powers of Attorney for Directors James J. Avery, Ronald P.
        Joelson, Helen M. Galt, Kenneth Y. Tanji, and Bernard J. Jacob, David
        R. Odenath, Chief Executive Officer, President and Director, and
        Michael Bohm, Executive Vice President and Chief Financial

        Officer filed with Post-Effective Amendment No. 1 to Registration
        Statement No. 333-136996.

25 - 28                                               Not applicable







An index to the financial statement schedules is omitted because it is not
required or is not applicable.

Item 17. Undertakings: The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
post-effective amendments to this registration statement:

   (i) To include any prospectus required by section 10 (a)(3) of the
Securities Act of 1933;

   (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
and

   (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(4) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

LEGAL EXPERTS: The Counsel of American Skandia Life Assurance Corporation has
passed on the legal matters with respect to Federal laws and regulations
applicable to the issue and sale of the Annuities and with respect to
Connecticut law.



                                  SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf on the 20th day of April, 2007.


                  AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                   Depositor


/s/ Laura Kealey
- --------------------------
Laura Kealey, Vice
President, Corporate
Counsel


As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the date indicated.


Signature                           Title                         Date
- ---------             ----------------------------------  --------------------
                      (Principal Executive Officer)

David R. Odenath*     Chief Executive Officer and         April 20, 2007
- --------------------  President
David R. Odenath
                      (Principal Financial Officer and
                      Principal Accounting Officer)

Michael Bohm*         Executive Vice President and
- --------------------  Chief Financial Officer
Michael Bohm
                      (Board of Directors)

James Avery*          Kenneth Y. Tanji*                   Helen Galt*
- --------------------  ------------------------------      --------------------
James Avery           Kenneth Y. Tanji                    Helen Galt

David R. Odenath*     Ronald Joelson*                     Bernard J. Jacob*
- --------------------  ------------------------------      --------------------
David R. Odenath      Ronald Joelson                      Bernard J. Jacob



By: /s/ Laura Kealey
    ------------------------------
         Laura Kealey

- --------
* Executed by Laura Kealey on behalf of those indicated pursuant to Power of
  Attorney



                                   Exhibits

Exhibit 23a   Consent of PricewaterhouseCoopers LLP. FILED HEREWITH