April 7, 2009

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

RE: Post-effective amendments to certain Form N-4 registration statements

Dear Ms. Samuel:

As you know, in February we filed post-effective amendments to certain
registration statements of Pruco Life Insurance Company, Pruco Life Insurance
Company of New Jersey, and Prudential Annuities Life Assurance Corporation
("PALAC") under Rule 485(a) to reflect, among other things, increased fees for
certain optional benefits. You provided comments to us, and in this letter, we
respond to your comments. Along with this letter, we enclose a copy of the
prospectus portion of the proposed 485(b) filing for the PALAC "Core"
prospectus, blacklined to show the changes made in response to your comments
(as well as other changes). A summary of your comments, and our proposed
responses, follows:

1. Cover page. You asked that we further describe how the registrant separate
account relates to the depositor and serves as the investment vehicle for the
variable annuity investors.

Response: with respect to the PALAC "core" prospectus, we have added an
explanatory sentence. Specifically, we have added the following sentence:
"Prudential Annuities Life Assurance Corporation Variable Account B is a
separate account of Prudential Annuities, and is the investment vehicle in
which your Purchase Payments are held." For the other prospectuses, we will add
a comparable sentence.

2. Glossary. You asked that we verify that each defined term set forth in the
Glossary is, in fact, used in the body of the prospectus. You also asked us to
add a new definition for "Book Value Fixed Allocation."

Response: Each defined term in the Glossary is, in fact, used in the body of
the prospectus. With regard to the Book Value Fixed Allocation, although we
have not made substantive changes to that option, we have decided to change the
name of the option to "DCA Fixed Rate Option." Thus, we have added the
following definition:

DCA Fixed Rate Option: An investment option that offers a fixed rate of
interest for a specified period during the accumulation period. The DCA Fixed
Rate Option is used only with our 6 or 12 Month Dollar Cost Averaging Program
("6 or 12 Month DCA Program"), under which the Purchase Payments that you have
allocated to that DCA Fixed Rate Option are



transferred to the designated Sub-accounts over a 6 month or 12 month period.
Withdrawals or transfers from the DCA Fixed Rate Option are not subject to any
Market Value Adjustment.

3. Fee Table. For the EBP death benefit, HAV death benefit, and HDV death
benefit, please set forth a maximum charge for each.

Response: Neither the "base" Annuity contract, nor the rider for each of these
death benefits, establishes a maximum charge. This reflects the fact that we
designed the benefits such that we do not reserve the right to increase the
charges under any circumstances for existing Annuities. Because we lack
authority to increase the charge for any of these death benefits under existing
Annuities, and no maximum charge was specified in our State filings, we have
not amended the fee table in that respect.

4. Expense Examples. Please verify that, although the credit is not included in
the expense example figures, the mortality and expense risk charge for the
bonus product will be reflected in the calculations. You also asked that the
loyalty credit not be included in the expense examples calculations.

Response: Although the credit is not included in the expense example figures,
the mortality & expense risk charge and administration charge for the bonus
product will be reflected in the calculations. In addition, we confirm that the
loyalty credit will not be reflected in the expense examples.

5. What Happens When My Guarantee Period Matures? You pointed to the sentence
that states that if you do not specify how the Fixed Allocation proceeds are to
be allocated upon maturity, we will transfer the Account Value to the AST Money
Market Sub-account. Similar sentences appear on subsequent pages. You asked
whether a confirmation will be sent to the Annuity Owner with respect to such a
transfer.

Response: We confirm that a Rule 10b-10 confirmation will be issued with
respect to transfers to the AST Money Market Sub-account upon the maturity of a
Fixed Allocation.

6. Under "When Do You Process And Value Transactions?" Merrill Lynch is
mentioned as being a pricing agent for Rule 22c-1 purposes. You asked whether
Merrill Lynch is still the correct name, given that it has been acquired by
Bank of America.

Response: we confirm that the Merrill Lynch name has been retained.

7. Tax Considerations, Types of Tax-Favored Plans. Please add a "plain English"
description of an inherited IRA, which appears in the following sentence
"[u]nder the Worker, Retiree and Employer Recovery Act of 2008, employer
retirement plans are required to permit non-spouse beneficiaries to roll over
funds to an inherited IRA for plan years beginning after December 31, 2009."



Response: We have added the following explanatory sentences, immediately after
the above-quoted sentence: "(Like other property, an IRA may be transferred
upon death to a survivor, by operation of a will or otherwise (i.e., an IRA may
be inherited). An inherited IRA must be directly rolled over from the employer
plan or IRA and must be titled in the name of the deceased (i.e., John Doe
deceased, for the benefit of Jane Doe)."

8. You asked that we indicate in the footnotes to the Optional Benefits section
of the fee table which optional benefits are no longer offered.

Response: We have done so.

We appreciate your attention to these filings.

Sincerely,

/s/ C. Christopher Sprague

C. Christopher Sprague



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

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

 Flexible Premium Deferred Annuities
 PROSPECTUS: MAY 1, 2009

 This prospectus describes four different flexible premium deferred annuities
 (the "Annuities" or the "Annuity") offered by Prudential Annuities Life
 Assurance Corporation ("Prudential Annuities/SM/", "we", "our", or "us"). Each
 Annuity may be offered as an individual annuity contract or as an interest in
 a group annuity. Each Annuity has different features and benefits that may be
 appropriate for you based on your financial situation, your age and how you
 intend to use the Annuity. This Prospectus describes the important features of
 the Annuities and what you should consider before purchasing one of the
 Annuities. The Prospectus also describes differences among the Annuities which
 include differences in the fees and charges you pay and variations in some
 product features such as the availability of certain bonus amounts and basic
 death benefit protection. These differences among the products are discussed
 more fully in the Prospectus and summarized in Appendix F entitled "Selecting
 the Variable Annuity That's Right for You". There may also be differences in
 the compensation paid to your Financial Professional for each Annuity.
 Differences in compensation among different annuity products could influence a
 Financial Professional's decision as to which annuity to recommend to you. In
 addition, selling broker-dealer firms through which each Annuity is sold may
 decline to make available to their customers certain of the optional features
 and investment options offered generally under the Annuity. Alternatively,
 such firms may restrict the optional benefits that they do make available to
 their customers (e.g., by imposing a lower maximum issue age for certain
 optional benefits than what is prescribed generally under the Annuity).
 Selling broker-dealer firms may not offer all the Annuities described in this
 prospectus and/or may impose restrictions on the availability of the Annuity
 based on certain criteria. 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. 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. Because the XT6 Annuity grants credits with respect to
 your Purchase Payments, the expenses of the XT6 Annuity may be higher than
 expenses for an Annuity without a credit. In addition, the amount of the
 credits that you receive under the XT6 Annuity may be more than offset by the
 additional fees and charges associated with the credit.

 THE SUB-ACCOUNTS

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


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

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

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

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

 ADVANCED SERIES ADVISOR PLAN III/SM/, APEX II(R), XTRA CREDIT(R) AND
 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,   Statement of Additional
              2009                            Information Dated:
                                                     May 1, 2009
              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

      (Certain investment options may not be available with your Annuity)

 Advanced Series Trust

   AST Academic Strategies Asset Allocation

   AST Advanced Strategies
   AST Aggressive Asset Allocation
   AST AllianceBernstein Core Value
   AST AllianceBernstein Growth & Income
   AST American Century Income & Growth
   AST Balanced Asset Allocation
   AST Bond Portfolio 2015
   AST Bond Portfolio 2016
   AST Bond Portfolio 2018
   AST Bond Portfolio 2019
   AST Bond Portfolio 2020
   AST Capital Growth Asset Allocation


   AST CLS Growth Asset Allocation
   AST CLS Moderate Asset Allocation

   AST Cohen & Steers Realty

   AST DeAM Large-Cap Value
   AST Federated Aggressive Growth
   AST First Trust Balanced Target
   AST First Trust Capital Appreciation Target

   AST Focus Four Plus

   AST Global Real Estate
   AST Goldman Sachs Concentrated Growth
   AST Goldman Sachs Mid-Cap Growth
   AST Goldman Sachs Small-Cap Value
   AST High Yield
   AST Horizon Growth Asset Allocation
   AST Horizon Moderate Asset Allocation
   AST International Growth
   AST International Value
   AST Investment Grade Bond
   AST JPMorgan International Equity
   AST Large-Cap Value
   AST Lord Abbett Bond Debenture
   AST Marsico Capital Growth
   AST MFS Global Equity
   AST MFS Growth
   AST Mid-Cap Value
   AST Money Market
   AST Neuberger Berman Mid-Cap Growth

   AST Neuberger Berman/LSV Mid-Cap Value

   AST Neuberger Berman Small-Cap Growth
   AST Niemann Capital Growth Asset Allocation
   AST Parametric Emerging Markets Equity
   AST PIMCO Limited Maturity Bond
   AST PIMCO Total Return Bond
   AST Preservation Asset Allocation
   AST QMA US Equity Alpha
   AST Schroders Multi-Asset World Strategies
   AST Small-Cap Growth
   AST Small-Cap Value
   AST T. Rowe Price Asset Allocation
   AST T. Rowe Price Global Bond
   AST T. Rowe Price Large-Cap Growth
   AST T. Rowe Price Natural Resources
   AST UBS Dynamic Alpha Strategy
   AST Western Asset Core Plus Bond

 INVESCO AIM Advisors, Inc
   AIM V.I. Dynamics Fund -- Series I shares
   AIM V.I. Financial Services Fund -- Series I shares
   AIM V.I. Global Health Care Fund -- Series I shares
   AIM V.I. Technology Fund -- Series I shares

 Evergreen Variable Annuity Trust
   Growth
   International Equity
   Omega

 First Defined Portfolio Fund, LLC
   First Trust(R) Target Focus Four
   Global Dividend Target 15
   NASDAQ(R) Target 15
   S&P(R) Target 24
   Target Managed VIP

   The Dow(R) DART 10

   The Dow(R) Target Dividend


   Value Line(R) Target 25

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

 Nationwide Variable Insurance Trust
   Gartmore NVIT Developing Markets Fund

 ProFund VP
   Access VP High Yield
   Asia 30
   Banks
   Basic Materials
   Bear
   Biotechnology
   Bull
   Consumer Goods
   Consumer Services
   Europe 30
   Financials
   Health Care
   Industrials
   Internet
   Japan
   Large-Cap Growth
   Large-Cap Value
   Mid-Cap Growth
   Mid-Cap Value
   Oil & Gas
   NASDAQ-100
   Pharmaceuticals
   Precious Metals
   Real Estate
   Rising Rates Opportunity
   Semiconductor
   Short Mid-Cap
   Short NASDAQ-100
   Short Small-Cap
   Small-Cap Growth
   Small-Cap Value
   Technology
   Telecommunications
   U.S. Government Plus
   UltraBull
   UltraMid-Cap
   UltraNASDAQ-100
   UltraSmall-Cap
   Utilities

 The Prudential Series Fund
   *SP International Growth

 Wells Fargo Variable Trust
   Wells Fargo Advantage VT Equity Income


 *  no longer offered.



                                   CONTENTS



                                                                                    

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

SUMMARY OF CONTRACT FEES AND CHARGES..................................................  4

EXPENSE EXAMPLES...................................................................... 17

SUMMARY............................................................................... 19

INVESTMENT OPTIONS.................................................................... 24

 WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS?................... 24
 WHAT ARE THE FIXED ALLOCATIONS?...................................................... 46

FEES AND CHARGES...................................................................... 48

 WHAT ARE THE CONTRACT FEES AND CHARGES?.............................................. 48
 WHAT CHARGES APPLY TO THE FIXED ALLOCATIONS?......................................... 50
 WHAT CHARGES APPLY IF I CHOOSE AN ANNUITY PAYMENT OPTION?............................ 50
 EXCEPTIONS/REDUCTIONS TO FEES AND CHARGES............................................ 50

PURCHASING YOUR ANNUITY............................................................... 51

 WHAT ARE OUR REQUIREMENTS FOR PURCHASING ONE OF THE ANNUITIES?....................... 51

MANAGING YOUR ANNUITY................................................................. 53

 MAY I CHANGE THE OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS?...................... 53
 MAY I RETURN MY ANNUITY IF I CHANGE MY MIND?......................................... 53
 MAY I MAKE ADDITIONAL PURCHASE PAYMENTS?............................................. 54
 MAY I MAKE SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT?......................... 54
 MAY I MAKE PURCHASE PAYMENTS THROUGH A SALARY REDUCTION PROGRAM?..................... 54

MANAGING YOUR ACCOUNT VALUE........................................................... 55

 HOW AND WHEN ARE PURCHASE PAYMENTS INVESTED?......................................... 55
 HOW DO I RECEIVE A LOYALTY CREDIT UNDER THE ASAP III AND APEX II ANNUITIES?.......... 55
 HOW ARE LOYALTY CREDITS APPLIED TO MY ACCOUNT VALUE UNDER THE ASAP III AND APEX II
   ANNUITIES?......................................................................... 55
 HOW DO I RECEIVE CREDITS UNDER THE XT6 ANNUITY?...................................... 56
 HOW ARE CREDITS APPLIED TO ACCOUNT VALUE UNDER THE XT6 ANNUITY?...................... 56
 ARE THERE RESTRICTIONS OR CHARGES ON TRANSFERS BETWEEN INVESTMENT OPTIONS?........... 57
 DO YOU OFFER DOLLAR COST AVERAGING?.................................................. 59
 DO YOU OFFER ANY AUTOMATIC REBALANCING PROGRAMS?..................................... 61
 ARE ANY ASSET ALLOCATION PROGRAMS AVAILABLE?......................................... 61
 WHAT IS THE BALANCED INVESTMENT PROGRAM?............................................. 61
 MAY I GIVE MY FINANCIAL PROFESSIONAL PERMISSION TO FORWARD TRANSACTION INSTRUCTIONS?. 62
 MAY I AUTHORIZE MY THIRD PARTY INVESTMENT ADVISOR TO MANAGE MY ACCOUNT?.............. 62
 HOW DO THE FIXED ALLOCATIONS WORK?................................................... 63
 HOW DO YOU DETERMINE RATES FOR FIXED ALLOCATIONS?.................................... 63
 HOW DOES THE MARKET VALUE ADJUSTMENT WORK?........................................... 64
 WHAT HAPPENS WHEN MY GUARANTEE PERIOD MATURES?....................................... 65

ACCESS TO ACCOUNT VALUE............................................................... 66

 WHAT TYPES OF DISTRIBUTIONS ARE AVAILABLE TO ME?..................................... 66
 ARE THERE TAX IMPLICATIONS FOR DISTRIBUTIONS?........................................ 66
 CAN I WITHDRAW A PORTION OF MY ANNUITY?.............................................. 66
 HOW MUCH CAN I WITHDRAW AS A FREE WITHDRAWAL?........................................ 67
 CAN I MAKE PERIODIC WITHDRAWALS FROM MY ANNUITY DURING THE ACCUMULATION PERIOD?...... 67
 DO YOU OFFER A PROGRAM FOR WITHDRAWALS UNDER SECTION 72 (t) OF THE INTERNAL REVENUE
   CODE?.............................................................................. 67
 WHAT ARE REQUIRED MINIMUM DISTRIBUTIONS AND WHEN WOULD I NEED TO MAKE THEM?.......... 67
 CAN I SURRENDER MY ANNUITY FOR ITS VALUE?............................................ 68
 WHAT IS A MEDICALLY-RELATED SURRENDER AND HOW DO I QUALIFY?.......................... 68
 WHAT TYPES OF ANNUITY OPTIONS ARE AVAILABLE?......................................... 68
 HOW AND WHEN DO I CHOOSE THE ANNUITY PAYMENT OPTION?................................. 69
 HOW ARE ANNUITY PAYMENTS CALCULATED?................................................. 70



                                      (i)





                                                                                          

LIVING BENEFITS.............................................................................  71

 DO YOU OFFER BENEFITS DESIGNED TO PROVIDE INVESTMENT PROTECTION FOR OWNERS WHILE THEY
   ARE ALIVE?...............................................................................  71
 GUARANTEED RETURN OPTION PLUS/SM/ (GRO PLUS/SM/)...........................................  72
 GUARANTEED RETURN OPTION (GRO)(R)..........................................................  76
 GUARANTEED RETURN OPTION PLUS 2008/SM/ (GRO PLUS 2008)/SM/.................................  79
 HIGHEST DAILY GUARANTEED RETURN OPTION/SM/ (HD GRO)/SM/....................................  83
 GUARANTEED MINIMUM WITHDRAWAL BENEFIT (GMWB)...............................................  87
 GUARANTEED MINIMUM INCOME BENEFIT (GMIB)...................................................  90
 LIFETIME FIVE/SM/ INCOME BENEFIT (LIFETIME FIVE)/SM/.......................................  94
 SPOUSAL LIFETIME FIVE/SM/ INCOME BENEFIT (SPOUSAL LIFETIME FIVE)/SM/.......................  99
 HIGHEST DAILY LIFETIME FIVE/SM/ INCOME BENEFIT (HIGHEST DAILY LIFETIME FIVE)/SM/........... 102
 HIGHEST DAILY LIFETIME SEVEN/SM/ INCOME BENEFIT (HIGHEST DAILY LIFETIME SEVEN)/SM/......... 110
 SPOUSAL HIGHEST DAILY LIFETIME SEVEN/SM/ INCOME BENEFIT (SPOUSAL HIGHEST DAILY LIFETIME
   SEVEN)/SM/............................................................................... 121
 HIGHEST DAILY LIFETIME 7 PLUS/SM/ INCOME BENEFIT (HIGHEST DAILY LIFETIME 7 PLUS)/SM/....... 131
 SPOUSAL HIGHEST DAILY LIFETIME 7 PLUS/SM/ INCOME BENEFIT (SPOUSAL HIGHEST DAILY LIFETIME 7
   PLUS)/SM/................................................................................ 144

DEATH BENEFIT............................................................................... 154

 WHAT TRIGGERS THE PAYMENT OF A DEATH BENEFIT?.............................................. 154
 BASIC DEATH BENEFIT........................................................................ 154
 OPTIONAL DEATH BENEFITS.................................................................... 154
 PRUDENTIAL ANNUITIES' ANNUITY REWARDS...................................................... 159
 PAYMENT OF DEATH BENEFITS.................................................................. 159

VALUING YOUR INVESTMENT..................................................................... 163

 HOW IS MY ACCOUNT VALUE DETERMINED?........................................................ 163
 WHAT IS THE SURRENDER VALUE OF MY ANNUITY?................................................. 163
 HOW AND WHEN DO YOU VALUE THE SUB-ACCOUNTS?................................................ 163
 HOW DO YOU VALUE FIXED ALLOCATIONS?........................................................ 163
 WHEN DO YOU PROCESS AND VALUE TRANSACTIONS?................................................ 163
 WHAT HAPPENS TO MY UNITS WHEN THERE IS A CHANGE IN DAILY ASSET-BASED CHARGES?.............. 165

TAX CONSIDERATIONS.......................................................................... 166

GENERAL INFORMATION......................................................................... 175

 HOW WILL I RECEIVE STATEMENTS AND REPORTS?................................................. 175
 WHO IS PRUDENTIAL ANNUITIES?............................................................... 175
 WHAT ARE SEPARATE ACCOUNTS?................................................................ 175
 WHAT IS THE LEGAL STRUCTURE OF THE UNDERLYING FUNDS?....................................... 177
 WHO DISTRIBUTES ANNUITIES OFFERED BY PRUDENTIAL ANNUITIES?................................. 178
 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................................ 181
 FINANCIAL STATEMENTS....................................................................... 181
 HOW TO CONTACT US.......................................................................... 181
 INDEMNIFICATION............................................................................ 182
 LEGAL PROCEEDINGS.......................................................................... 182
 CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION........................................ 183

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 - 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)





                                                                                  

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

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

APPENDIX K - FORMULA UNDER HIGHEST DAILY LIFETIME 7 PLUS INCOME BENEFIT AND SPOUSAL
  HIGHEST DAILY LIFETIME 7 PLUS INCOME BENEFIT...................................... K-1

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

APPENDIX M - FORMULA UNDER GRO PLUS................................................. M-1

APPENDIX N - FORMULA UNDER GRO...................................................... N-1



                                     (iii)



                               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") plus any Fixed Allocation prior to the
 Annuity Date, increased by 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 MVA Fixed
 Allocation on any day other than its Maturity Date may be calculated using a
 market value adjustment. With respect to XT6, the Account Value includes any
 Credits we applied to your purchase payments that we are entitled to take back
 under certain circumstances. With respect to ASAP III and APEX II, the Account
 Value includes any Loyalty Credit we apply. With respect to Annuities with a
 Highest Daily Lifetime Five Income Benefit election, Account Value includes
 the value of any allocation to the Benefit Fixed Rate Account.

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

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

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

 Beneficiary Annuity: You may purchase an Annuity if you are a beneficiary of
 an annuity that was owned by a decedent, subject to the requirements discussed
 in this Prospectus. You may transfer the proceeds of the decedent's annuity
 into one of the Annuities described in this prospectus and continue receiving
 the distributions that are required by the tax laws. This transfer option is
 only available for purchase of an IRA, Roth IRA, or a non-qualified annuity.

 Benefit Fixed Rate Account: A Fixed Allocation 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 and
 from 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.


 DCA Fixed Rate Option: An investment option that offers a fixed rate of
 interest for a specified period during the accumulation period. The DCA Fixed
 Rate Option is used only with our 6 or 12 Month Dollar Cost Averaging Program
 ("6 or 12 month DCA Program"), under which the Purchase Payments that you have
 allocated to that DCA Fixed Rate Option are transferred to the designated
 Sub-accounts over a 6 month or 12 month period. Withdrawals or transfers from
 the DCA Fixed Rate Option are not subject to any Market Value Adjustment.


                                      1



 Enhanced Beneficiary Protection Death Benefit: 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. We no longer offer the
 Enhanced Beneficiary Protection Death Benefit.


 Fixed Allocation: An investment option that offers a fixed rate of interest
 for a specified Guarantee Period during the accumulation period. Certain Fixed
 Allocations are subject to a market value adjustment if you withdraw Account
 Value prior to the Fixed Allocation's maturity (MVA Fixed Allocation). We also
 offer DCA Fixed Rate Options that are used with our 6 or 12 Month Dollar Cost
 Averaging Program ("6 or 12 Month DCA Program"), and are not subject to any
 market value adjustment. You may participate in a dollar cost averaging
 program outside of the 6 or 12 Month DCA Program, where the source of the
 funds to be transferred is a Fixed Allocation.


 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.

 Guaranteed Minimum Income Benefit (GMIB): 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. We no
 longer offer GMIB.

 Guaranteed Minimum Withdrawal Benefit (GMWB): 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. We no longer offer GMWB.

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


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

 Highest Daily Lifetime Five/SM/ Income Benefit: An optional benefit that, for
 an additional cost, guarantees your ability to withdraw an annual amount equal
 to a percentage of a guaranteed benefit base 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. We no longer offer Highest Daily
 Lifetime Five.


 Highest Daily Lifetime Seven/SM/ Income Benefit: An optional benefit for an
 additional charge, that guarantees your ability to withdraw amounts equal to a
 percentage of a guaranteed benefit base called the Protected Withdrawal Value.
 Subject to our rules regarding the timing and amount of withdrawals, we
 guarantee these withdrawal amounts, regardless of the impact of market
 performance on your Account Value. Highest Daily Lifetime Seven is the same
 class of optional benefits as our Highest Daily Lifetime Five Income Benefit,
 but differs (among other things) with respect to how the Protected Withdrawal
 Value is calculated and how the lifetime withdrawals are calculated. Starting
 in 2009, we began offering Highest Daily Lifetime 7 Plus in lieu of Highest
 Daily Lifetime Seven wherever we have received the required State and selling
 firm approvals.


 Highest Daily Lifetime 7 Plus/SM/ Income Benefit: An optional benefit that is
 available for an additional charge. The benefit guarantees your ability to
 withdraw amounts equal to a percentage of a guaranteed benefit base called the
 Protected Withdrawal Value. Subject to our rules regarding the timing and
 amount of withdrawals, we guarantee these withdrawal amounts, regardless of
 the impact of market performance on your Account Value. Highest Daily Lifetime
 7 Plus is the same class of optional benefits as our Highest Daily Lifetime
 Seven Income Benefit, but differs (among other things) with respect to how the
 Protected Withdrawal Value is calculated and how the lifetime withdrawals are
 calculated. Starting in 2009, we began offering Highest Daily Lifetime 7 Plus
 in lieu of Highest Daily Lifetime Seven wherever we have received the required
 State and selling firm approvals.



 Highest Daily Value Death Benefit ("HDV"): 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. We no longer offer HDV.

 Interim Value: The value of the MVA Fixed Allocations on any date other than
 the Maturity Date. The Interim Value is equal to the initial value allocated
 to the MVA Fixed Allocation plus all interest credited to the MVA Fixed
 Allocation as of the date

                                      2



 calculated, less any transfers or withdrawals from the MVA Fixed Allocation.
 The Interim Value does not include the effect of any MVA.

 Issue Date: The effective date of your Annuity.

 Key Life: Under the Beneficiary Continuation Option, or the Beneficiary
 Annuity, the person whose life expectancy is used to determine payments.

 Lifetime Five/SM/ Income Benefit: 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. We no longer offer Lifetime Five.

 MVA: A market value adjustment used in the determination of Account Value of a
 MVA Fixed Allocation on any day more than 30 days prior to the Maturity Date
 of such MVA 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/SM/ Income Benefit: 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. We no longer offer Spousal Lifetime Five.

 Spousal Highest Daily Lifetime Seven/SM/ Income Benefit: An optional benefit
 that, for an additional charge, guarantees your ability to withdraw amounts
 equal to a percentage of a guaranteed benefit base 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. The benefit is the spousal
 version of the Highest Daily Lifetime Seven Income Benefit and is the same
 class of optional benefits as our Highest Daily Lifetime Five Income Benefit,
 but differs (among other things) with respect to how the Protected Withdrawal
 Value is calculated and to how the lifetime withdrawals are calculated.
 Starting in 2009, we began offering Spousal Highest Daily Lifetime 7 Plus in
 lieu of Spousal Highest Daily Lifetime Seven wherever we have received the
 required State and selling firm approvals.

 Spousal Highest Daily Lifetime 7 Plus/SM/ Income Benefit: An optional benefit
 that, for an additional charge, guarantees your ability to withdraw amounts
 equal to a percentage of a guaranteed benefit base 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. The benefit is the spousal
 version of the Highest Daily Lifetime 7 Plus Income Benefit and is the same
 class of optional benefits as our Spousal Highest Daily Lifetime Seven Income
 Benefit, but differs (among other things) with respect to how the Protected
 Withdrawal Value is calculated and to how the lifetime withdrawals are
 calculated. Starting in 2009, we began offering Spousal Highest Daily Lifetime
 7 Plus in lieu of Spousal Highest Daily Lifetime Seven wherever we have
 received the required State and selling firm approvals.


 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 MVA 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.

                                      3



                     SUMMARY OF CONTRACT FEES AND CHARGES

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

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

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

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


      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.






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

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



 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  In some states a tax is payable, either when purchase payments are
    received, upon surrender or when the Account Value is applied under an
    annuity option. The tax charge is assessed as a percentage of purchase
    payments, Surrender Value, or Account Value, as applicable. We reserve the
    right to deduct the charge either at the time the tax is imposed, upon a
    full surrender of the Annuity, or upon annuitization. See the subsection
    "Tax Charge" under "Fees and Charges" in this Prospectus.

                                      4



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




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

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



 1  Assessed annually on the Annuity's anniversary date or upon surrender. For
    beneficiaries who elect the non-qualified Beneficiary Continuation Option,
    the fee is only applicable if Account Value is less than $25,000.
 2  Only applicable if Account Value is less than $100,000. Fee may differ in
    certain States.
 3  These charges are deducted daily and apply to the Sub-accounts only.
 4  The combination of the Mortality and Expense Risk Charge and Administration
    Charge is referred to as the "Insurance Charge" elsewhere in this
    Prospectus.
 5  The Distribution Charge is 0.00% in Annuity Years 9+ for ASAP III and in
    Annuity Years 11+ for XT6.

 6  The Mortality & Expense Risk Charge, the Administration Charge and the
    Distribution Charge (if applicable) do not apply if you are a beneficiary
    under the Beneficiary Continuation Option. The Settlement Service Charge
    applies only if your beneficiary elects the Beneficiary Continuation
    Option. The 1.00% and 1.40% charges set forth above are annual charges that
    are assessed against the Account Value in the Sub-accounts. For the
    non-qualified Beneficiary Continuation Option, the fee is applicable only
    if Account Value is less than $25,000 at the time the fee is assessed.


                                      5



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



---------------------------------------------------------------------------------------------------------------
                               YOUR OPTIONAL BENEFIT FEES AND CHARGES/ 1/
---------------------------------------------------------------------------------------------------------------
          OPTIONAL BENEFIT                  OPTIONAL            TOTAL        TOTAL        TOTAL      TOTAL
                                          BENEFIT FEE/         ANNUAL        ANNUAL      ANNUAL      ANNUAL
                                             CHARGE          CHARGE/ 2/    CHARGE/ 2/   CHARGE/ 2/  CHARGE /2/
                                       (as a percentage of   for ASAP III  for APEX II  for ASL II  for XT6
                                         Sub-account net
                                         assets, unless
                                       otherwise indicated)
---------------------------------------------------------------------------------------------------------------
                                                                                     
GUARANTEED RETURN OPTION (GRO)/GRO
PLUS
Maximum Charge /3/                           0.75%             2.00%         2.40%       2.40%       2.40%
Current Charge                               0.25%             1.50%         1.90%       1.90%       1.90%
---------------------------------------------------------------------------------------------------------------
GUARANTEED RETURN PLUS OPTION 2008
(GRO Plus 2008)
Maximum Charge /3/                           0.75%             2.00%         2.40%       2.40%       2.40%
Current charge                               0.60%             1.85%         2.25%       2.25%       2.25%
(if elected on or after May 1, 2009)
---------------------------------------------------------------------------------------------------------------
HIGHEST DAILY GUARANTEED RETURN
OPTION (HD GRO)
Maximum Charge /3/                           0.75%             2.00%         2.40%       2.40%       2.40%
Current charge                               0.60%             1.85%         2.25%       2.25%       2.25%
(if elected on or after May 1, 2009)
---------------------------------------------------------------------------------------------------------------
GUARANTEED MINIMUM WITHDRAWAL BENEFIT
(GMWB)
Maximum Charge /3/                           1.00%             2.25%         2.65%       2.65%       2.65%
Current Charge                               0.35%             1.60%         2.00%       2.00%       2.00%
---------------------------------------------------------------------------------------------------------------
GUARANTEED MINIMUM INCOME BENEFIT
(GMIB)
Maximum Charge /3/                        1.00% of PIV        1.25% +       1.65% +     1.65% +     1.65% +
                                                              1.00% of      1.00% of    1.00% of    1.00% of
                                                                PIV           PIV         PIV         PIV
Current Charge                            0.50% of PIV        1.25% +       1.65% +     1.65% +     1.65% +
                                                              0.50% of      0.50% of    0.50% of    0.50% of
                                                                PIV           PIV         PIV         PIV
---------------------------------------------------------------------------------------------------------------
LIFETIME FIVE INCOME BENEFIT
Maximum Charge /3/                           1.50%             2.75%         3.15%       3.15%       3.15%
Current Charge                               0.60%             1.85%         2.25%       2.25%       2.25%
---------------------------------------------------------------------------------------------------------------
SPOUSAL LIFETIME FIVE INCOME BENEFIT
Maximum Charge /3/                           1.50%             2.75%         3.15%       3.15%       3.15%
Current Charge                               0.75%             2.00%         2.40%       2.40%       2.40%
---------------------------------------------------------------------------------------------------------------
HIGHEST DAILY LIFETIME FIVE INCOME
BENEFIT)
Maximum Charge /3/                           1.50%             2.75%         3.15%       3.15%       3.15%
Current Charge                               0.60%             1.85%         2.25%       2.25%       2.25%
---------------------------------------------------------------------------------------------------------------


                                      6






---------------------------------------------------------------------------------------------------------------
                               YOUR OPTIONAL BENEFIT FEES AND CHARGES/ 1/
---------------------------------------------------------------------------------------------------------------
          OPTIONAL BENEFIT                  OPTIONAL            TOTAL        TOTAL        TOTAL      TOTAL
                                          BENEFIT FEE/         ANNUAL        ANNUAL      ANNUAL      ANNUAL
                                             CHARGE          CHARGE/ 2/    CHARGE/ 2/   CHARGE/ 2/  CHARGE /2/
                                       (as a percentage of   for ASAP III  for APEX II  for ASL II  for XT6
                                         Sub-account net
                                         assets, unless
                                       otherwise indicated)
---------------------------------------------------------------------------------------------------------------
                                                                                     
HIGHEST DAILY LIFETIME SEVEN INCOME
BENEFIT
Maximum Charge /3/                        1.50% of PWV        1.25% +       1.65% +     1.65% +     1.65% +
                                                              1.50% of      1.50% of    1.50% of    1.50% of
                                                                PWV           PWV         PWV         PWV
Current Charge                            0.60% of PWV        1.25% +       1.65% +     1.65% +     1.65% +
                                                              0.60% of      0.60% of    0.60% of    0.60% of
                                                                PWV           PWV         PWV         PWV
---------------------------------------------------------------------------------------------------------------
HIGHEST DAILY LIFETIME SEVEN WITH
BENEFICIARY INCOME OPTION (BIO)
Maximum Charge /3/                        2.00% of PWV        1.25% +       1.65% +     1.65% +     1.65% +
                                                              2.00% of      2.00% of    2.00% of    2.00% of
                                                                PWV           PWV         PWV         PWV
Current Charge                            0.95% of PWV        1.25% +       1.65% +     1.65% +     1.65% +
                                                              0.95% of      0.95% of    0.95% of    0.95% of
                                                                PWV           PWV         PWV         PWV
---------------------------------------------------------------------------------------------------------------
HIGHEST DAILY LIFETIME SEVEN WITH
LIFETIME INCOME ACCELERATOR (LIA)
Maximum Charge /3/                        2.00% of PWV        1.25% +       1.65% +     1.65% +     1.65% +
                                                              2.00% of      2.00% of    2.00% of    2.00% of
                                                                PWV           PWV         PWV         PWV
Current Charge                            0.95% of PWV        1.25% +       1.65% +     1.65% +     1.65% +
                                                              0.95% of      0.95% of    0.95% of    0.95% of
                                                                PWV           PWV         PWV         PWV
---------------------------------------------------------------------------------------------------------------
SPOUSAL HIGHEST DAILY LIFETIME SEVEN
INCOME BENEFIT
Maximum Charge /3/                        1.50% of PWV        1.25% +       1.65% +     1.65% +     1.65% +
                                                              1.50% of      1.50% of    1.50% of    1.50% of
                                                                PWV           PWV         PWV         PWV
Current Charge                            0.75% of PWV        1.25% +       1.65% +     1.65% +     1.65% +
                                                              0.75% of      0.75% of    0.75% of    0.75% of
                                                                PWV           PWV         PWV         PWV
---------------------------------------------------------------------------------------------------------------
SPOUSAL HIGHEST DAILY LIFETIME SEVEN
WITH BENEFICIARY INCOME BENEFIT (BIO)
Maximum Charge /3/                        2.00% of PWV        1.25% +       1.65% +     1.65% +     1.65% +
                                                              2.00% of      2.00% of    2.00% of    2.00% of
                                                                PWV           PWV         PWV         PWV
Current Charge                            0.95% of PWV        1.25% +       1.65% +     1.65% +     1.65% +
                                                              0.95% of      0.95% of    0.95% of    0.95% of
                                                                PWV           PWV         PWV         PWV
---------------------------------------------------------------------------------------------------------------



                                      7






-----------------------------------------------------------------------------------------------------------------------
                                      YOUR OPTIONAL BENEFIT FEES AND CHARGES/ 1/
-----------------------------------------------------------------------------------------------------------------------
          OPTIONAL BENEFIT                  OPTIONAL            TOTAL         TOTAL           TOTAL         TOTAL
                                          BENEFIT FEE/         ANNUAL         ANNUAL         ANNUAL         ANNUAL
                                             CHARGE          CHARGE /2/     CHARGE /2/     CHARGE /2/     CHARGE /2/
                                       (as a percentage of  for ASAP III    for APEX II    for ASL II      for XT6
                                        Sub-account net
                                         assets, unless
                                           otherwise
                                           indicated)
-----------------------------------------------------------------------------------------------------------------------
                                                                                          
HIGHEST DAILY LIFETIME 7 PLUS
Maximum Charge /3/                           1.50%          1.25% + 1.50%  1.65% + 1.50%  1.65% + 1.50%  1.65% + 1.50%
                                          greater of         greater of     greater of     greater of     greater of
                                         Account Value      Account Value  Account Value  Account Value  Account Value
                                            and PWV            and PWV        and PWV        and PWV        and PWV
Current Charge                               0.75%          1.25% + 0.75%  1.65% + 0.75%  1.65% + 0.75%  1.65% + 0.75%
                                          greater of         greater of     greater of     greater of     greater of
                                         Account Value      Account Value  Account Value  Account Value  Account Value
                                            and PWV            and PWV        and PWV        and PWV        and PWV
-----------------------------------------------------------------------------------------------------------------------
HIGHEST DAILY LIFETIME 7 PLUS WITH
BENEFICIARY INCOME OPTION (BIO)
Maximum Charge /3/                           2.00%          1.25% + 2.00%  1.65% + 2.00%  1.65% + 2.00%  1.65% + 2.00%
                                          greater of         greater of     greater of     greater of     greater of
                                         Account Value      Account Value  Account Value  Account Value  Account Value
                                            and PWV            and PWV        and PWV        and PWV        and PWV
Current Charge                               1.10%          1.25% + 1.10%  1.65% + 1.10%  1.65% + 1.10%  1.65% + 1.10%
                                          greater of         greater of     greater of     greater of     greater of
                                         Account Value      Account Value  Account Value  Account Value  Account Value
                                            and PWV            and PWV        and PWV        and PWV        and PWV
-----------------------------------------------------------------------------------------------------------------------
HIGHEST DAILY LIFETIME 7 PLUS WITH
LIFETIME INCOME ACCELERATOR (LIA)
Maximum Charge /3/                           2.00%          1.25% + 2.00%  1.65% + 2.00%  1.65% + 2.00%  1.65% + 2.00%
                                          greater of         greater of     greater of     greater of     greater of
                                         Account Value      Account Value  Account Value  Account Value  Account Value
                                            and PWV            and PWV        and PWV        and PWV        and PWV
Current Charge                               1.10%          1.25% + 1.10%  1.65% + 1.10%  1.65% + 1.10%  1.65% + 1.10%
                                          greater of         greater of     greater of     greater of     greater of
                                         Account Value      Account Value  Account Value  Account Value  Account Value
                                            and PWV            and PWV        and PWV        and PWV        and PWV
-----------------------------------------------------------------------------------------------------------------------
SPOUSAL HIGHEST DAILY LIFETIME 7 PLUS
Maximum Charge /3/                           1.50%          1.25% + 1.50%  1.65% + 1.50%  1.65% + 1.50%  1.65% + 1.50%
                                          greater of         greater of     greater of     greater of     greater of
                                         Account Value      Account Value  Account Value  Account Value  Account Value
                                            and PWV            and PWV        and PWV        and PWV        and PWV
Current Charge                               0.90%          1.25% + 0.90%  1.65% + 0.90%  1.65% + 0.90%  1.65% + 0.90%
                                          greater of         greater of     greater of     greater of     greater of
                                         Account Value      Account Value  Account Value  Account Value  Account Value
                                            and PWV            and PWV        and PWV        and PWV        and PWV
-----------------------------------------------------------------------------------------------------------------------



                                      8






-----------------------------------------------------------------------------------------------------------------------
                                      YOUR OPTIONAL BENEFIT FEES AND CHARGES/ 1/
-----------------------------------------------------------------------------------------------------------------------
          OPTIONAL BENEFIT                  OPTIONAL            TOTAL         TOTAL           TOTAL         TOTAL
                                          BENEFIT FEE/         ANNUAL         ANNUAL         ANNUAL         ANNUAL
                                             CHARGE          CHARGE /2/     CHARGE /2/     CHARGE /2/     CHARGE /2/
                                       (as a percentage of  for ASAP III    for APEX II    for ASL II      for XT6
                                        Sub-account net
                                         assets, unless
                                           otherwise
                                           indicated)
-----------------------------------------------------------------------------------------------------------------------
                                                                                          
SPOUSAL HIGHEST DAILY LIFETIME 7 PLUS
WITH BENEFICIARY INCOME OPTION (BIO)
Maximum Charge /3/                           2.00%          1.25% + 2.00%  1.65% + 2.00%  1.65% + 2.00%  1.65% + 2.00%
                                          greater of         greater of     greater of     greater of     greater of
                                         Account Value      Account Value  Account Value  Account Value  Account Value
                                            and PWV            and PWV        and PWV        and PWV        and PWV
Current Charge                               1.10%          1.25% + 1.10%  1.65% + 1.10%  1.65% + 1.10%  1.65% + 1.10%
                                          greater of         greater of     greater of     greater of     greater of
                                         Account Value      Account Value  Account Value  Account Value  Account Value
                                            and PWV            and PWV        and PWV        and PWV        and PWV
-----------------------------------------------------------------------------------------------------------------------
ENHANCED BENEFICIARY PROTECTION DEATH        0.25%              1.50%          1.90%          1.90%          1.90%
BENEFIT
-----------------------------------------------------------------------------------------------------------------------
HIGHEST ANNIVERSARY VALUE DEATH
BENEFIT ("HAV")
Current Charge                               0.40%              1.65%          2.05%          2.05%          2.05%
(if elected on or after May 1, 2009)
-----------------------------------------------------------------------------------------------------------------------
COMBINATION 5% ROLL-UP AND HAV DEATH
BENEFIT
Maximum Charge /3/                           1.00%              2.25%          2.65%          2.65%          2.65%
Current Charge                               0.80%              2.05%          2.45%          2.45%          2.45%
(if elected on or after May 1, 2009)
-----------------------------------------------------------------------------------------------------------------------
HIGHEST DAILY VALUE DEATH BENEFIT
("HDV") Current Charge                       0.50%              1.75%          2.15%          2.15%          2.15%
-----------------------------------------------------------------------------------------------------------------------
Please refer to the section of this Prospectus that describes each optional benefit for a complete description of the
benefit, including any restrictions or limitations that may apply.
-----------------------------------------------------------------------------------------------------------------------



 How Charge is Determined


 1  Guaranteed Return Option/GRO Plus: Charge for each benefit is assessed
    against the average daily net assets of the Sub-accounts. For ASAP III,
    1.50% total annual charge applies in Annuity years 1-8 and is 0.90%
    thereafter. For APEX II and ASL II, 1.90% total annual charge applies in
    all Annuity Years, and for XT6, 1.90% total annual charge applies in
    Annuity Years 1-10 and is 0.90% thereafter. This benefit is no longer
    available for new elections.

    GRO Plus 2008: Charge for the benefit is assessed against the average daily
    net assets of the Sub-accounts. If you elected the benefit prior to May 1,
    2009, the fees are as follows: The charge is 0.35% of Sub-account assets.
    For ASAP III, 1.60% total annual charge applies in Annuity Years 1-8 and is
    1.00% thereafter. For APEX II and ASL II, 2.00% total annual charge applies
    in all Annuity Years, and for XT6, 2.00% total annual charge applies in
    Annuity Years 1-10 and is 1.00% thereafter. If you elect the benefit on or
    after May 1, 2009, the fees are as follows: For ASAP III, 1.85% total
    annual charge applies in Annuity Years 1-8 and is 1.25% thereafter. For
    APEX II and ASL II, 2.25% total annual charge applies in all Annuity Years,
    and for XT6, 2.25% total annual charge applies in Annuity Years 1-10 and is
    1.25% thereafter.
    Highest Daily GRO: Charge for this benefit is assessed against the average
    daily net assets of the Sub-accounts. If you elected the benefit prior to
    May 1, 2009, the fees are as follows: The current charge is .35% of
    Sub-account assets. For ASAP III, 1.60% total annual charge applies in
    Annuity years 1-8 and 1.00% thereafter. For APEX II and ASL II, 2.00% total
    annual charge applies in all Annuity years, and for XT6, 2.00% total annual
    charge applies in Annuity Years 1-10 and is 1.00% thereafter. If you
    elected the benefit on or after May 1, 2009, the fees are as follows: For
    ASAP III, 1.85% total annual charge applies in Annuity years 1-8 and 1.25%
    thereafter. For APEX II and ASL II, 2.25% total annual charge applies in
    all Annuity years, and for XT6, 2.25% total annual charge applies in
    Annuity Years 1-10 and is 1.25% thereafter.

    Guaranteed Minimum Withdrawal Benefit: Charge for this benefit is assessed
    against the average daily net assets of the Sub-accounts. For ASAP III,
    1.60% total annual charge applies in Annuity Years 1-8 and is 1.00%
    thereafter. For APEX II and ASL II, 2.00% total annual charge applies in
    all Annuity Years, and for XT6, 2.00% total annual charge applies in
    Annuity Years 1-10 and is 1.00% thereafter. This benefit is no longer
    available for new elections.
    Guaranteed Minimum Income Benefit: Charge for this benefit is assessed
    against the GMIB Protected Income Value ("PIV"). As discussed in the
    description of the benefit, the charge is taken out of the Sub-accounts and
    the Fixed Allocations. For ASAP III, 0.50% of PIV for GMIB is in addition
    to 1.25% annual charge in years 1-8 and 0.65% thereafter. For APEX II and
    ASL II, 0.50% of PIV for GMIB is in addition to 1.65% annual charge. For
    XT6, 0.50% of PIV for GMIB is in addition to 1.65% in years 1-10 and 0.65%
    thereafter. This benefit is no longer available for new elections.


                                      9




    Lifetime Five Income Benefit: Charge for this benefit is assessed against
    the average daily net assets of the Sub-accounts. For ASAP III, 1.85% total
    annual charge applies in Annuity years 1-8 and is 1.25% thereafter. For
    APEX II and ASL II, 2.25% total annual charge applies in all Annuity years,
    and for XT6, 2.25% total annual charge applies in Annuity Years 1-10 and is
    1.25% thereafter. This benefit is no longer available for new elections.
    Spousal Lifetime Five Income Benefit: Charge for this benefit is assessed
    against the average daily net assets of the Sub-accounts. For ASAP III,
    2.00% total annual charge applies in Annuity years 1-8 and is 1.40%
    thereafter. For APEX II and ASL II, 2.40% total annual charge applies in
    all Annuity years, and for XT6, 2.40% total annual charge applies in
    Annuity Years 1-10 and is 1.40% thereafter. This benefit is no longer
    available for new elections.
    Highest Daily Lifetime Five Income Benefit: Charge for this benefit is
    assessed against the average daily net assets of the Sub-accounts. For ASAP
    III, 1.85% total annual charge applies in Annuity years 1-8 and is 1.25%
    thereafter. For APEX II and ASL II, 2.25% total annual charge applies in
    all Annuity years, and for XT6, 2.25% total annual charge applies in
    Annuity Years 1-10 and is 1.25% thereafter. This benefit is no longer
    available for new elections.
    Highest Daily Lifetime Seven: Charge for this benefit is assessed against
    the Protected Withdrawal Value ("PWV"). As discussed in the description of
    the benefit, the charge is taken out of the Sub-accounts. For ASAP III,
    0.60% for HD7 is in addition to 1.25% annual charge in years 1-8 and 0.65%
    thereafter. For APEX II and ASL II, 0.60% for HD7 is in addition to 1.65%
    annual charge. For XT6, 0.60% for HD7 is in addition to 1.65% in years 1-10
    and 0.65% thereafter.
    Highest Daily Lifetime Seven with BIO. Charge for this benefit is assessed
    against the Protected Withdrawal Value ("PWV"). As discussed in the
    description of the benefit, the charge is taken out of the Sub-accounts.
    For ASAP III, 0.95% is in addition to 1.25% annual charge of amounts
    invested in the Sub-accounts (in Annuity Years 1-8) and 0.65% annual charge
    of amounts invested in the Sub-accounts in subsequent Annuity Years. For
    APEX II and ASL II, 0.95% is in addition to 1.65% annual charge of amounts
    invested in the Sub-accounts. For XT6, 0.95% is in addition to 1.65% annual
    charge of amounts invested in the Sub-accounts in Annuity Years 1-10 and
    0.65% annual charge of the amounts invested in the Sub-accounts in
    subsequent Annuity Years.
    Highest Daily Lifetime Seven with LIA. Charge for this benefit is assessed
    against the Protected Withdrawal Value ("PWV"). As discussed in the
    description of the benefit, the charge is taken out of the Sub-accounts.
    For ASAP III, 0.95% is in addition to 1.25% annual charge of amounts
    invested in the Sub-accounts (in Annuity Years 1-8) and 0.65% annual charge
    of amounts invested in the Sub-accounts in subsequent Annuity Years. For
    APEX II and ASL II, 0.95% is in addition to 1.65% annual charge of amounts
    invested in the Sub-accounts. For XT6, 0.95% is in addition to 1.65% annual
    charge of amounts invested in the Sub-accounts in Annuity Years 1-10 and
    0.65% annual charge of the amounts invested in the Sub-accounts in
    subsequent Annuity Years.
    Spousal Highest Daily Lifetime Seven: Charge for this benefit is assessed
    against the Protected Withdrawal Value ("PWV"). For ASAP III, 0.75% for
    SHD7 is in addition to 1.25% annual charge in years 1-8 and 0.65%
    thereafter. For APEX II and ASL II, 0.75% for SHD7 is in addition to 1.65%
    annual charge. For XT6, 0.75% for SHD7 is in addition to 1.65% in years
    1-10 and 0.65% thereafter.
    Spousal Highest Daily Lifetime Seven with BIO. Charge for this benefit is
    assessed against the Protected Withdrawal Value ("PWV"). As discussed in
    the description of the benefit, the charge is taken out of the
    Sub-accounts. For ASAP III, 0.95% is in addition to 1.25% annual charge of
    amounts invested in the Sub-accounts (in Annuity Years 1-8) and 0.65%
    annual charge of amounts invested in the Sub-accounts in subsequent Annuity
    Years. For APEX II and ASL II, 0.95% is in addition to 1.65% annual charge
    of amounts invested in the Sub-accounts. For XT6, 0.95% is in addition to
    1.65% annual charge of amounts invested in the Sub-accounts in Annuity
    Years 1-10 and 0.65% annual charge of the amounts invested in the
    Sub-accounts in subsequent Annuity Years.
    Highest Daily Lifetime 7 Plus. Charge for this benefit is assessed against
    the greater of Account Value and Protected Withdrawal Value. As discussed
    in the description of the benefit, the charge is taken out of the
    Sub-accounts. For ASAP III, 0.75% is in addition to 1.25% annual charge of
    amounts invested in the Sub-accounts (in Annuity Years 1-8) and 0.65%
    annual charge of amounts invested in the Sub-accounts in subsequent Annuity
    Years. For APEX II and ASL II, 0.75% is in addition to 1.65% annual charge
    of amounts invested in the Sub-accounts. For XT6, 0.75% is in addition to
    1.65% annual charge of amounts invested in the Sub-accounts (in Annuity
    Years 1-10) and .65% annual charge of the amounts invested in the
    Sub-accounts in subsequent Annuity Years.
    Highest Daily Lifetime 7 Plus with BIO. Charge for this benefit is assessed
    against the greater of Account Value and Protected Withdrawal Value. As
    discussed in the description of the benefit, the charge is taken out of the
    Sub-accounts. For ASAP III, 1.10% is in addition to 1.25% annual charge of
    amounts invested in the Sub-accounts (in Annuity Years 1-8) and 0.65%
    annual charge of amounts invested in the Sub-accounts in subsequent Annuity
    Years. For APEX II and ASL II, 1.10% is in addition to 1.65% annual charge
    of amounts invested in the Sub-accounts. For XT6, 1.10% is in addition to
    1.65% annual charge of amounts invested in the Sub-accounts (in Annuity
    Years 1-8) and 0.65% annual charge of amounts invested in the Sub-accounts
    in subsequent Annuity Years.
    Highest Daily Lifetime 7 Plus with LIA. Charge for this benefit is assessed
    against the greater of Account Value and Protected Withdrawal Value. As
    discussed in the description of the benefit, the charge is taken out of the
    Sub-accounts. For ASAP III, 1.10% is in addition to 1.25% annual charge of
    amounts invested in the Sub-accounts (in Annuity Years 1-8) and 0.65%
    annual charge of amounts invested in the Sub-accounts in subsequent Annuity
    Years. For APEX II and ASL II, 1.10% is in addition to 1.65% annual charge
    of amounts invested in the Sub-accounts. For XT6, 1.10% is in addition to
    1.65% annual charge of amounts invested in the Sub-accounts (in Annuity
    Years 1-8) and 0.65% annual charge of amounts invested in the Sub-accounts
    in subsequent Annuity Years.
    Spousal Highest Daily Lifetime 7 Plus. Charge for this benefit is assessed
    against the greater of Account Value and Protected Withdrawal Value. As
    discussed in the description of the benefit, the charge is taken out of the
    Sub-accounts. For ASAP III, 0.90% is in addition to 1.25% annual charge of
    amounts invested in the Sub-accounts (in Annuity Years 1-8) and 0.65%
    annual charge of amounts invested in the Sub-accounts in subsequent Annuity
    Years. For APEX II and ASL II, 0.90% is in addition to 1.65% annual charge
    of amounts invested in the Sub-accounts. For XT6, 0.90% is in addition to
    1.65% annual charge of amounts invested in the Sub-accounts (in Annuity
    Years 1-10) and 0.65% annual charge of amounts invested in the Sub-accounts
    in subsequent Annuity Years.
    Spousal Highest Daily Lifetime 7 Plus with BIO. Charge for this benefit is
    assessed against the greater of Account Value and Protected Withdrawal
    Value. As discussed in the description of the benefit, the charge is taken
    out of the Sub-accounts. For ASAP III, 1.10% is in addition to 1.25% annual
    charge of amounts invested in the Sub-accounts (in Annuity Years 1-8) and
    0.65% annual charge of amounts invested in the Sub-accounts in subsequent
    Annuity Years. For APEX II and ASL II, 1.10% is in addition to 1.65% annual
    charge of amounts invested in the Sub-accounts. For XT6, 1.10% is in
    addition to 1.65% annual charge of amounts invested in the Sub-accounts (in
    Annuity Years 1-8) and 0.65% annual charge of amounts invested in the
    Sub-accounts in subsequent Annuity Years.
    Enhanced Beneficiary Protection Death Benefit: Charge for this benefit is
    assessed against the average daily net assets of the Sub-accounts. For ASAP
    III, 1.50% total annual charge applies in Annuity years 1-8 and is 0.90%
    thereafter. For APEX II and ASL II, 1.90% total annual charge applies in
    all Annuity years, and for XT6, 1.90% total annual charge applies in
    Annuity Years 1-10 and is 0.90% thereafter. This benefit is no longer
    available for new elections.

    Highest Anniversary Value Death Benefit. Charge for this benefit is
    assessed against the average daily net assets of the Sub-accounts. If you
    elected the benefit prior to May 1, 2009, the fees are as follows: The
    charge is 0.25% of Sub-account assets if you elected the benefit prior to
    May 1, 2009. For ASAP III, 1.50% total annual charge applies in Annuity
    Years 1-8 and is 0.90% thereafter. For APEX II and ASL II, 1.90% total
    annual charge applies in all Annuity Years, and for XT6, 1.90% total annual
    charge applies in Annuity Years 1-10 and is 0.90% thereafter. If you
    elected the benefit on or after May 1, 2009, the fees are as follows: For
    ASAP III, 1.65% total annual charge applies in Annuity Years 1-8 and is
    1.05% thereafter. For APEX II and ASL II, 2.05% total annual charge applies
    in all Annuity Years, and for XT6, 2.05% total annual charge applies in
    Annuity Years 1-10 and is 1.05% thereafter.
    Combination 5% Roll-Up and HAV Death Benefit: Charge for this benefit is
    assessed against the average daily net assets of the Sub-accounts. If you
    elected the benefit prior to May 1, 2009, the fees are as follows: The
    charge is 0.50% of Sub-account assets if you elected the benefit prior to
    May 1, 2009. For ASAP III, 1.75% total annual charge applies in Annuity
    Years 1-8 and is 1.15% thereafter. For APEX II and ASL II, 2.15% total
    annual charge

                                      10



    applies in all Annuity Years, and for XT6, 2.15% total annual charge
    applies in Annuity Years 1-10 and is 1.15% thereafter. If you elected the
    benefit on or after May 1, 2009, the fees are as follows: For ASAP III,
    2.05% total annual charge applies in Annuity Years 1-8 and is 1.45%
    thereafter. For APEX II and ASL II, 2.45% total annual charge applies in
    all Annuity Years, and for XT6, 2.45% total annual charge applies in
    Annuity Years 1-10 and is 1.45% thereafter.

    Highest Daily Value Death Benefit: Charge for this benefit is assessed
    against the average daily net assets of the Sub-accounts. For ASAP III,
    1.75% total annual charge applies in Annuity years 1-8 and is 1.15%
    thereafter. For APEX II and ASL II, 2.15% total annual charge applies in
    all Annuity years, and for XT6, 2.15% total annual charge applies in
    Annuity Years 1-10 and is 1.15% thereafter. This benefit is no longer
    available for new elections.
 2  The Total Annual Charge includes the Insurance Charge and Distribution
    Charge (if applicable) assessed against the average daily net assets
    allocated to the Sub-accounts. If you elect more than one optional benefit,
    the Total Annual Charge would be increased to include the charge for each
    optional benefit. With respect to GMIB, the 0.50% charge is assessed
    against the GMIB Protected Income Value. With respect to Highest Daily
    Lifetime Seven, Spousal Highest Daily Lifetime Seven, Highest Daily
    Lifetime 7 Plus and Spousal Highest Daily Lifetime 7 Plus the charge is
    assessed against the Protected Withdrawal Value (greater of PWV and Account
    Value, for the "Plus" benefits). With respect to each of Highest Daily
    Lifetime Seven, Spousal Highest Daily Lifetime Seven, Highest Daily
    Lifetime 7 Plus and Spousal Highest Daily Lifetime 7 Plus one-fourth of the
    annual charge is deducted at the end of each quarter, where the quarters
    are part of years that have as their anniversary the date that the benefit
    was elected. These optional benefits are not available under the
    Beneficiary Continuation Option.

 3  We reserve the right to increase the charge up to the maximum charge
    indicated, upon any step-up or reset under the benefit, or new election of
    the benefit.

 The following table provides the range (minimum and maximum) of the total
 annual expenses for the underlying mutual funds ("Portfolios") as of
 December 31, 2008. Each figure is stated as a percentage of the underlying
 Portfolio's average daily net assets.




              ----------------------------------------------------
                  TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES
              ----------------------------------------------------
                                                 MINIMUM  MAXIMUM
              ----------------------------------------------------
                                                    
              Total Portfolio Operating Expense  0.62%    2.97%
              ----------------------------------------------------



 The following are the total annual expenses for each underlying mutual fund
 ("Portfolio") as of December 31, 2008, except as noted. The "Total Annual
 Portfolio Operating Expenses" reflect the combination of the underlying
 Portfolio's investment management fee, other expenses and any 12b-1 fees. Each
 figure is stated as a percentage of the underlying Portfolio's average daily
 net assets. There is no guarantee that actual expenses will be the same as
 those shown in the table. For certain of the underlying Portfolios, a portion
 of the management fee has been waived and/or other expenses have been
 partially reimbursed. The existence of any such fee waivers and/or
 reimbursements have been reflected in the footnotes. The following expenses
 are deducted by the underlying Portfolio before it provides Prudential
 Annuities with the daily net asset value. The underlying Portfolio information
 was provided by the underlying mutual funds and has not been independently
 verified by us. See the prospectuses or statements of additional information
 of the underlying Portfolios for further details. The current prospectus and
 statement of additional information for the underlying Portfolios can be
 obtained by calling 1-800-752-6342.




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

      (as a percentage of the average net assets of the underlying Portfolios)
-----------------------------------------------------------------------------------------------
                                                    For the year ended December 31, 2008
                                              -------------------------------------------------
            UNDERLYING PORTFOLIO                                            Acquired    Total
                                                                            Portfolio  Annual
                                              Management  Other              Fees &   Portfolio
                                                Fee//    Expenses 12b-1 Fee Expenses  Expenses
-----------------------------------------------------------------------------------------------
                                                                       
Advanced Series Trust/1,2,3/
 AST Academic Strategies Asset Allocation/4/    0.72%     0.08%     0.00%     0.74%     1.54%
 AST Advanced Strategies                        0.85%     0.22%     0.00%     0.02%     1.09%
 AST Aggressive Asset Allocation                0.15%     0.05%     0.00%     0.90%     1.10%
 AST AllianceBernstein Core Value               0.75%     0.18%     0.00%     0.00%     0.93%
 AST AllianceBernstein Growth & Income          0.75%     0.13%     0.00%     0.00%     0.88%
 AST American Century Income & Growth/5/        0.75%     0.18%     0.00%     0.00%     0.93%
 AST Balanced Asset Allocation                  0.15%     0.02%     0.00%     0.93%     1.10%
 AST Bond Portfolio 2015/6/                     0.64%     0.26%     0.00%     0.00%     0.90%
 AST Bond Portfolio 2016/6,7/                   0.65%     1.02%     0.00%     0.00%     1.67%
 AST Bond Portfolio 2018/6/                     0.64%     0.35%     0.00%     0.00%     0.99%
 AST Bond Portfolio 2019/6/                     0.64%     0.47%     0.00%     0.00%     1.11%
 AST Bond Portfolio 2020/6,7/                   0.65%     1.02%     0.00%     0.00%     1.67%
 AST Capital Growth Asset Allocation            0.15%     0.01%     0.00%     0.96%     1.12%
 AST CLS Growth Asset Allocation/8/             0.30%     0.20%     0.00%     0.95%     1.45%
 AST CLS Moderate Asset Allocation/8/           0.30%     0.16%     0.00%     0.93%     1.39%
 AST Cohen & Steers Realty Portfolio/5/         1.00%     0.17%     0.00%     0.00%     1.17%
 AST DeAM Large-Cap Value                       0.85%     0.15%     0.00%     0.00%     1.00%
 AST Federated Aggressive Growth                0.95%     0.21%     0.00%     0.00%     1.16%



                                      11






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

         (as a percentage of the average net assets of the underlying Portfolios)
------------------------------------------------------------------------------------------------------
                                                           For the year ended December 31, 2008
                                                     -------------------------------------------------
               UNDERLYING PORTFOLIO                                                Acquired    Total
                                                                                   Portfolio  Annual
                                                     Management  Other              Fees &   Portfolio
                                                       Fee//    Expenses 12b-1 Fee Expenses  Expenses
------------------------------------------------------------------------------------------------------
                                                                              
Advanced Series Trust continued
 AST First Trust Balanced Target                       0.85%     0.15%     0.00%     0.00%     1.00%
 AST First Trust Capital Appreciation Target           0.85%     0.15%     0.00%     0.00%     1.00%
 AST Focus Four Plus/9/                                0.85%     1.08%     0.00%     0.11%     2.04%
 AST Global Real Estate                                1.00%     0.27%     0.00%     0.00%     1.27%
 AST Goldman Sachs Concentrated Growth                 0.90%     0.14%     0.00%     0.00%     1.04%
 AST Goldman Sachs Mid-Cap Growth                      1.00%     0.18%     0.00%     0.00%     1.18%
 AST Goldman Sachs Small-Cap Value                     0.95%     0.22%     0.00%     0.00%     1.17%
 AST High Yield/5/                                     0.75%     0.18%     0.00%     0.00%     0.93%
 AST Horizon Growth Asset Allocation/10/               0.30%     0.35%     0.00%     0.93%     1.58%
 AST Horizon Moderate Asset Allocation/10/             0.30%     0.28%     0.00%     0.87%     1.45%
 AST International Growth                              1.00%     0.18%     0.00%     0.00%     1.18%
 AST International Value                               1.00%     0.18%     0.00%     0.00%     1.18%
 AST Investment Grade Bond/6/                          0.64%     0.13%     0.00%     0.00%     0.77%
 AST JPMorgan International Equity/5/                  0.89%     0.20%     0.00%     0.00%     1.09%
 AST Large-Cap Value/5/                                0.75%     0.12%     0.00%     0.00%     0.87%
 AST Lord Abbett Bond-Debenture                        0.80%     0.17%     0.00%     0.00%     0.97%
 AST Marsico Capital Growth                            0.90%     0.13%     0.00%     0.00%     1.03%
 AST MFS Global Equity                                 1.00%     0.32%     0.00%     0.00%     1.32%
 AST MFS Growth                                        0.90%     0.15%     0.00%     0.00%     1.05%
 AST Mid-Cap Value                                     0.95%     0.19%     0.00%     0.00%     1.14%
 AST Money Market/5/                                   0.50%     0.12%     0.00%     0.00%     0.62%
 AST Neuberger Berman/LSV Mid-Cap Value                0.90%     0.15%     0.00%     0.00%     1.05%
 AST Neuberger Berman Mid-Cap Growth/5/                0.90%     0.15%     0.00%     0.00%     1.05%
 AST Neuberger Berman Small-Cap Growth                 0.95%     0.21%     0.00%     0.00%     1.16%
 AST Niemann Capital Growth Asset Allocation/10/       0.30%     0.29%     0.00%     0.87%     1.46%
 AST Parametric Emerging Markets Equity                1.10%     0.53%     0.00%     0.00%     1.63%
 AST PIMCO Limited Maturity Bond                       0.65%     0.15%     0.00%     0.00%     0.80%
 AST PIMCO Total Return Bond                           0.65%     0.13%     0.00%     0.00%     0.78%
 AST Preservation Asset Allocation                     0.15%     0.02%     0.00%     0.87%     1.04%
 AST QMA US Equity Portfolio/11/                       1.00%     0.57%     0.00%     0.00%     1.57%
 AST Schroders Mulit-Asset World Strategies            1.10%     0.35%     0.00%     0.00%     1.45%
 AST Small-Cap Growth                                  0.90%     0.22%     0.00%     0.00%     1.12%
 AST Small-Cap Value                                   0.90%     0.18%     0.00%     0.00%     1.08%
 AST T. Rowe Price Asset Allocation                    0.85%     0.15%     0.00%     0.00%     1.00%
 AST T. Rowe Price Global Bond                         0.80%     0.19%     0.00%     0.00%     0.99%
 AST T. Rowe Price Large-Cap Growth                    0.88%     0.13%     0.00%     0.00%     1.01%
 AST T. Rowe Price Natural Resources Portfolio         0.90%     0.14%     0.00%     0.00%     1.04%
 AST UBS Dynamic Alpha                                 1.00%     0.16%     0.00%     0.00%     1.16%
 AST Western Asset Core Plus Bond                      0.70%     0.14%     0.00%     0.00%     0.84%
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
INVESCO AIM Varialbe Insurance Funds/12/
 AIM V.I. Dynamics Fund - Series I shares              0.75%     0.47%     0.00%     0.00%     1.22%
 AIM V.I. Financial Services Fund - Series I shares    0.75%     0.48%     0.00%     0.01%     1.24%
 AIM V.I. Global Health Care Fund - Series I shares    0.75%     0.38%     0.00%     0.01%     1.14%
 AIM V.I. Technology Fund - Series I shares            0.75%     0.41%     0.00%     0.01%     1.17%
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
Evergreen Variable Annuity Trust/13/
 Growth                                                0.70%     0.24%     0.00%     0.01%     0.95%
 International Equity                                  0.42%     0.25%     0.00%     0.00%     0.67%
 Omega                                                 0.52%     0.20%     0.00%     0.00%     0.72%
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------



                                      12






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

            (as a percentage of the average net assets of the underlying Portfolios)
-----------------------------------------------------------------------------------------------------------
                                                                For the year ended December 31, 2008
                                                          -------------------------------------------------
                  UNDERLYING PORTFOLIO                                                  Acquired    Total
                                                                                        Portfolio  Annual
                                                          Management  Other              Fees &   Portfolio
                                                            Fee//    Expenses 12b-1 Fee Expenses  Expenses
-----------------------------------------------------------------------------------------------------------
                                                                                   
First Defined Portfolio Fund, LLC
 First Trust Target Focus Four                              0.60%     2.12%     0.25%     0.00%     2.97%
 Global Dividend Target 15                                  0.60%     0.68%     0.25%     0.00%     1.53%
 NASDAQ(R) Target 15                                        0.60%     1.28%     0.25%     0.00%     2.13%
 S&P(R) Target 24                                           0.60%     0.98%     0.25%     0.00%     1.83%
 Target Managed VIP                                         0.60%     0.66%     0.25%     0.00%     1.51%
 The Dow(R) DART 10                                         0.60%     0.96%     0.25%     0.00%     1.81%
 The Dow(R) Target Dividend                                 0.60%     0.62%     0.25%     0.00%     1.47%
 Value Line(R) Target 25                                    0.60%     0.66%     0.25%     0.00%     1.51%
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Franklin Templeton Variable Insurance Products Trust/14/
 Franklin Templeton VIP Founding Funds Allocation Fund      0.00%     0.13%     0.00%     0.65%     0.78%
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Nationwide Variable Insurance Trust
 Gartmore NVIT Developing Markets/15/                       0.95%     0.21%     0.25%      N/A      1.41%
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
ProFund VP/16/
 Access VP High Yield                                       0.75%     0.75%     0.25%     0.00%     1.75%
 Asia 30                                                    0.75%     0.67%     0.25%     0.00%     1.67%
 Banks                                                      0.75%     0.86%     0.25%     0.00%     1.86%
 Basic Materials                                            0.75%     0.71%     0.25%     0.00%     1.71%
 Bear                                                       0.75%     0.70%     0.25%     0.00%     1.70%
 Biotechnology                                              0.75%     0.74%     0.25%     0.00%     1.74%
 Bull                                                       0.75%     0.71%     0.25%     0.00%     1.71%
 Consumer Goods                                             0.75%     0.92%     0.25%     0.00%     1.92%
 Consumer Services                                          0.75%     1.49%     0.25%     0.00%     2.49%
 Europe 30                                                  0.75%     0.68%     0.25%     0.00%     1.68%
 Financials                                                 0.75%     0.83%     0.25%     0.00%     1.83%
 Health Care                                                0.75%     0.74%     0.25%     0.00%     1.74%
 Industrials                                                0.75%     0.87%     0.25%     0.00%     1.87%
 Internet                                                   0.75%     0.77%     0.25%     0.00%     1.77%
 Japan                                                      0.75%     0.70%     0.25%     0.00%     1.70%
 Large-Cap Growth                                           0.75%     0.75%     0.25%     0.00%     1.75%
 Large-Cap Value                                            0.75%     0.80%     0.25%     0.00%     1.80%
 Mid-Cap Growth                                             0.75%     0.77%     0.25%     0.00%     1.77%
 Mid-Cap Value                                              0.75%     0.77%     0.25%     0.00%     1.77%
 NASDAQ-100                                                 0.75%     0.74%     0.25%     0.00%     1.74%
 Oil & Gas                                                  0.75%     0.71%     0.25%     0.00%     1.71%
 Pharmaceuticals                                            0.75%     0.75%     0.25%     0.00%     1.75%
 Precious Metals                                            0.75%     0.69%     0.25%     0.00%     1.69%
 Real Estate                                                0.75%     0.77%     0.25%     0.00%     1.77%
 Rising Rates Opportunity                                   0.75%     0.66%     0.25%     0.00%     1.66%
 Semiconductor                                              0.75%     0.94%     0.25%     0.00%     1.94%
 Short Mid-Cap                                              0.75%     0.71%     0.25%     0.00%     1.71%
 Short NASDAQ-100                                           0.75%     0.74%     0.25%     0.00%     1.74%
 Short Small-Cap                                            0.75%     0.69%     0.25%     0.00%     1.69%
 Small-Cap Growth                                           0.75%     0.82%     0.25%     0.00%     1.82%
 Small-Cap Value                                            0.75%     0.91%     0.25%     0.00%     1.91%
 Technology                                                 0.75%     0.73%     0.25%     0.00%     1.73%
 Telecommunications                                         0.75%     0.77%     0.25%     0.00%     1.77%
 U.S. Government Plus                                       0.50%     0.68%     0.25%     0.00%     1.43%
 UltraBull                                                  0.75%     0.79%     0.25%     0.00%     1.79%



                                      13






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

      (as a percentage of the average net assets of the underlying Portfolios)
-----------------------------------------------------------------------------------------------
                                                    For the year ended December 31, 2008
                                              -------------------------------------------------
            UNDERLYING PORTFOLIO                                            Acquired    Total
                                                                            Portfolio  Annual
                                              Management  Other              Fees &   Portfolio
                                                Fee//    Expenses 12b-1 Fee Expenses  Expenses
-----------------------------------------------------------------------------------------------
                                                                       
ProFund VP continued
 UltraMid-Cap                                   0.75%     0.75%     0.25%     0.00%     1.75%
 UltraNASDAQ-100                                0.75%     0.75%     0.25%     0.00%     1.75%
 UltraSmall-Cap                                 0.75%     0.81%     0.25%     0.00%     1.81%
 Utilities                                      0.75%     0.73%     0.25%     0.00%     1.73%
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
The Prudential Series Fund
 SP International Growth Portfolio              0.85%     0.29%     0.25%        --     1.39%
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
Wells Fargo Variable Trust/17/
 Wells Fargo Advantage VT Equity Income Fund    0.55%     0.24%     0.25%     0.00%     1.04%




 1  Advanced Series Trust: Share of the Portfolios are generally purchased
    through variable insurance products. The Advanced Series Trust (the
    "Trust") has entered into arrangements with the issuers of the variable
    insurance products offering the Portfolios under which the Trust
    compensates the issuers 0.10% for providing ongoing services to Portfolio
    shareholders in lieu of the Trust providing such services directly to
    shareholders. Amounts paid under these arrangements are included in "Other
    Expenses." Subject to the expense limitations set forth below, for each
    Portfolio of the Trust (except as noted below), Prudential Investments LLC
    and AST Investment Services, Inc. have agreed to voluntarily waive a
    portion of the 0.10% administrative services fee, based on the average
    daily net assets of each Portfolio of the Trust, as set forth in the table
    below.



       Average Daily Net Assets of Portfolio         Fee Rate Including Waiver
 ------------------------------------------------------------------------------
 Up to and including $500 million                       0.10% (no waiver)
 ------------------------------------------------------------------------------
 Over $500 million up to and including $750 million           0.09%
 ------------------------------------------------------------------------------
 Over $750 million up to and including $1 billion             0.08%
 ------------------------------------------------------------------------------
 Over $1 billion                                              0.07%
 ------------------------------------------------------------------------------



    The administrative services fee is not waived in the case of the Dynamic
    Asset Allocation Portfolios and the Tactical Asset Allocation Portfolios.
    The Dynamic Asset Allocation Portfolios are AST Aggressive Asset
    Allocation, AST Balanced Asset Allocation, AST Capital Growth Asset
    Allocation, and AST Preservation Asset Allocation. The Tactical Asset
    Allocation Portfolios are AST CLS Growth Asset Allocation, AST CLS Moderate
    Asset Allocation, AST Horizon Growth Asset Allocation, AST Horizon Moderate
    Asset Allocation, and AST Niemann Capital Growth Asset Allocation.

    The Dynamic Asset Allocation Portfolios and the Tactical Asset Allocation
    Portfolios are "fund of funds" which means each of these Portfolios invests
    primarily or exclusively in one or more mutual funds, referred to here as
    "Underlying Portfolios". A Portfolio will not be directly subject to the
    administrative services fee to the extent it invests in Underlying
    Portfolios. Because the Dynamic Asset Allocation Portfolios generally
    invest all of their assets in Underlying Portfolios, the Dynamic Asset
    Allocation Portfolios generally will not be directly subject to the
    administrative services fee. Because the Tactical Asset Allocation
    Portfolios generally invest at least 90% of their assets in Underlying
    Portfolios, only 10% of their assets generally will be directly subject to
    the administrative services fee. Because the AST Academic Strategies Asset
    Allocation Portfolio generally invests approximately 65% of its assets in
    Underlying Portfolios, only 35% of its assets generally will be directly
    subject to the administrative services fee. The AST Focus Four Plus
    Portfolio is not directly subject to the administrative services fee to the
    extent it invests in the Core Plus Bond Portfolio or any other Trust
    Portfolio. The AST Academic Strategies Portfolio is not directly subject to
    the administrative services fee to the extent it invests in any other Trust
    Portfolio. In determining the administrative services fee, only assets of a
    Tactical Asset Allocation Portfolio, the AST Academic Strategies Asset
    Allocation Portfolio, and AST Focus Four Plus Portfolio that are not
    invested in Underlying Portfolios will be counted as average daily net
    assets of the relevant Portfolio for purposes of the above-referenced
    breakpoints. This will result in a Portfolio paying higher administrative
    services fees than if all of the assets of the Portfolio were counted for
    purposes of computing the relevant administrative services fee breakpoints.
    The Underlying Portfolios in which the Dynamic Asset Allocation Portfolios,
    Tactical Asset Allocation Portfolios, and AST Academic Strategies Asset
    Allocation Portfolio invest, however, will be subject to the administrative
    services fee.
 2  Some of the Portfolios invest in other investment companies (the "Acquired
    Portfolios"). For example, each Dynamic and Tactical Asset Allocation
    Portfolio invests in shares of other Portfolios of the Trust. Investors in
    a Portfolio indirectly bear the fees and expenses of the Acquired
    Portfolios. The expenses shown under "Acquired Portfolio Fees and Expenses"
    represent a weighted average of the expense ratios of the Acquired
    Portfolios in which each Portfolio invested during the year ended
    December 31, 2008. The Dynamic Asset Allocation Portfolios and AST Focus
    Four Plus Portfolio do not pay any transaction fees when purchasing or
    redeeming shares of the Acquired Portfolios. When a Portfolio's "Acquired
    Portfolio Fees and Expenses" are less that 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 of such Portfolios in the prospectus for the
    Trust.
 3  The management fee rate shown in the "management fees" column is based on
    the indicated Portfolio's average daily net assets as of the fiscal year
    ended December 31, 2008, except that the fee rate shown does not reflect
    the impact of any contractual or voluntary management fee waivers that may
    be applicable and which would result in a reduction in the fee rate paid by
    the Portfolio. The management fee rate for certain Portfolios may include
    "breakpoints" which are reduced fee rates that are applicable at specified
    levels of Portfolio assets; the effective fee rates shown in the table
    reflect and incorporate any fee "breakpoints" which may be applicable.


                                      14




 4  Academic Strategies Asset Allocation Portfolio: The only investment
    management fee to be paid directly to the Investment Managers by the
    Academic Strategies Asset Allocation Portfolio will be the Portfolio's
    annualized contractual investment management fee of 0.72% of its average
    daily net assets. Since the Academic Strategies Asset Allocation Portfolio
    is expected to invest approximately 65% of its assets in portfolios of the
    Trust (referred to here as "Underlying Trust Funds") under normal
    circumstances, the Academic Strategies Asset Allocation Portfolio will also
    indirectly pay investment management fees on its investments in the
    Underlying Trust Funds. To the extent that the other Asset Allocation
    Portfolios invest their assets in Underlying Trust Funds, such Asset
    Allocation Portfolios will also indirectly pay investment management fees
    on its investments in the Underlying Trust Funds.

    The Academic Strategies Asset Allocation Portfolio will not be directly
    subject to the administrative services fee to the extent it invests in
    Underlying Trust Funds. The Underlying Trust Funds in which the Academic
    Strategies Asset Allocation Portfolio invests, however, will be subject to
    the administrative services fee.

    The Academic Strategies Asset Allocation Portfolio indirectly incurs a pro
    rata portion of the fees and expenses of the Acquired Portfolios in which
    it invests. From January 1, 2008 to July 20, 2008, the Academic Strategies
    Asset Allocation Portfolio was known as the AST Balanced Asset Allocation
    Portfolio (the Balanced Portfolio). The Balanced Portfolio invested all of
    its assets in Acquired Portfolios. The actual annualized "Acquired
    Portfolio Fees and Expenses" for the Balanced Portfolio were 0.88% for the
    period January 1, 2008 to July 20, 2008. As set forth above, under normal
    conditions, the Academic Strategies Asset Allocation Portfolio invests
    approximately 65% of its assets in Acquired Portfolios. The actual
    annualized "Acquired Portfolio Fees and Expenses" for the Academic
    Strategies Asset Allocation Portfolio were 0.735% for the period July 21,
    2008 to December 31, 2008. The Investment Managers have voluntarily agreed
    to reimburse expenses and/or waive fees so that the Academic Strategies
    Asset Allocation Portfolio's "Acquired Portfolio Fees and Expenses" on an
    annualized basis do not exceed 0.685% of the Academic Strategies Asset
    Allocation Portfolio's average daily net assets based on the daily
    calculation described below. This arrangement will be monitored and applied
    daily based upon the Academic Strategies Asset Allocation Portfolio's then
    current holdings of Acquired Portfolios and the expense ratios of the
    relevant Acquired Portfolios as of their most recent fiscal year end.
    Because the expense ratios of the relevant Acquired Portfolios will change
    over time and may be higher than the expense ratios as of their most recent
    fiscal year end, it is possible that the Academic Strategies Asset
    Allocation Portfolio's actual "Acquired Portfolio Fees and Expenses" may be
    higher than 0.685% of the Portfolio's average daily net assets on an
    annualized basis. These arrangements relating to the Portfolio's "Acquired
    Portfolio Fees and Expenses" are voluntary and are subject to termination
    or modification at any time without prior notice.

    The Investment Managers have contractually agreed to reimburse expenses
    and/or waive fees so that the Academic Strategies Asset Allocation
    Portfolio's investment management fees plus "Other Expenses" (exclusive in
    all cases of taxes, interest, brokerage commissions, distribution fees,
    dividend and interest expense, if any, related to short sales, and
    extraordinary expenses) do not exceed 0.80% of the Portfolio's average
    daily net assets during the Academic Strategies Asset Allocation
    Portfolio's first year of operations (i.e., July 21, 2008 through July 20,
    2009)
 5  Effective as of July 1, 2008, Prudential Investments LLC and AST Investment
    Services, Inc. have voluntarily agreed to waive a portion of their
    management fee and/or limit expenses (expressed as a percentage of average
    daily net assets) for certain Portfolios of the Trust, as set forth in the
    table below. These arrangements may be discontinued or otherwise modified
    at any time.



               Portfolio                Fee Waiver and/or Expense Limitation
  ---------------------------------------------------------------------------
  AST Large-Cap Value                                  0.84%
  ---------------------------------------------------------------------------
  AST Cohen & Steers Realty                            0.97%
  ---------------------------------------------------------------------------
  AST American Century Income & Growth                 0.87%
  ---------------------------------------------------------------------------
  AST High Yield                                       0.88%
  ---------------------------------------------------------------------------
  AST Money Market                                     0.56%
  ---------------------------------------------------------------------------
  AST JPMorgan International Equity                    1.01%
  ---------------------------------------------------------------------------
  AST Neuberger Berman Mid-Cap Growth                  1.25%
  ---------------------------------------------------------------------------



 6  With respect to each of the AST Bond Portfolio 2015, AST Bond Portfolio
    2016, AST Bond Portfolio 2018, AST Bond Portfolio 2019, AST Bond Portfolio
    2020, and the AST Investment Grade Bond Portfolio, Prudential Investments
    LLC and AST Investment Services, Inc. have voluntarily agreed to waive a
    portion of their investment management fees and/or reimburse certain
    expenses for the Portfolios so that each Portfolio's investment management
    fees plus other expenses (exclusive in all cases of taxes, interest,
    brokerage commissions, distribution fees, dividend and interest expense, if
    any, related to short sales, and extraordinary expenses) do not exceed
    1.00% of each Portfolio's average daily net assets for the fiscal year
    ending December 31, 2009. These arrangements are voluntary and may be
    discontinued or otherwise modified by the Investment Managers at any time
    without prior notice.
 7  AST Bond Portfolio 2016 and AST Bond Portfolio 2020 are based on estimated
    expenses for 2009 at an estimated asset level.
 8  Prudential Investments LLC and AST Investment Services, Inc. have
    voluntarily agreed to waive a portion of their investment management fees
    and/or reimburse certain expenses for each of the AST CLS Growth Asset
    Allocation Portfolio and the AST CLS Moderate Asset Allocation Portfolio so
    that each Asset Allocation Portfolio's investment management fees plus
    other expenses (exclusive in all cases of taxes, interest, brokerage
    commissions, distribution fees, dividend and interest expense, if any,
    related to short sales, extraordinary expenses, and Underlying Portfolio
    fees and expenses) do not exceed 0.40% of such Asset Allocation Portfolio's
    average daily net assets to $100 million; 0.35% of such Asset Allocation
    Portfolio's average daily net assets from $100 million to $200 million; and
    0.30% of such Asset Allocation Portfolio's average daily net assets over
    $200 million.
 9  The Investment Managers have contractually agreed to waive their investment
    management fees on AST Focus Four Plus Portfolio assets invested in the AST
    Western Asset Core Plus Bond Portfolio through May 1, 2010. Under normal
    circumstances, the Portfolio invests approximately 25% of its assets in the
    AST Western Asset Core Plus Bond Portfolio. Assuming a contractual fee
    waiver of 0.21% (i.e., 25% of the Portfolio's contractual investment
    management fee of 0.85%), the annualized operating expense ratio of the
    Portfolio would be reduced from 2.04% to 1.83%.
 10 The Investment Managers also have voluntarily agreed to waive a portion of
    their investment management fees and/or reimburse certain expenses for each
    of the AST Horizon Growth Asset Allocation Portfolio, the AST Horizon
    Moderate Asset Allocation Portfolio, and the AST Niemann Capital Growth
    Asset Allocation Portfolio so that each Asset Allocation Portfolio's
    investment management fees plus other expenses (exclusive in all cases of
    taxes, interest, brokerage commissions, distribution fees, dividend and
    interest expense, if any, related to short sales, extraordinary expenses,
    and Underlying Portfolio fees and expenses) do not exceed 0.40% of such
    Asset Allocation Portfolio's average daily net assets to $250 million;
    0.35% of such Asset Allocation Portfolio's average daily net assets from
    $250 million to $750 million; and 0.30% of such Asset Allocation
    Portfolio's average daily net assets over $750 million. All of these
    arrangements are voluntary and may be discontinued or otherwise modified by
    the Investment Managers at any time without prior notice.
 11 With respect to the AST QMA US Equity Alpha Portfolio, "Other Expenses"
    includes dividend expenses on short sales and interest expenses on short
    sales.


                                      15




 12 Except as otherwise noted, figures shown in the table are for the year
    ended December 31, 2008 and are expressed as a percentage of the Fund's
    average daily net assets. There is no guarantee that actual expenses will
    be the same as those shown in the table. Acquired Fund Fees and Expenses
    are not fees or expenses incurred by the fund directly but are expenses of
    the investment companies in which the fund invests. You incur these fees
    and expenses indirectly through the valuation of the fund's investment in
    those investment companies. As a result, the Net Annual Fund Operating
    Expenses listed above may exceed the expense limit numbers. The impact of
    the acquired fund fees and expense are included in the total returns of the
    Fund. The Fund's advisor has contractually agreed, through at least April
    30, 2010, to waive the advisory fee payable by the Fund in an amount equal
    to 100% of the net advisory fees Invesco Aim receives from the affiliated
    money market funds on investments by the Fund of uninvested cash (excluding
    investments of cash collateral from securities lending) in such affiliated
    money market funds. Fee Waiver reflects this agreement. The Fund's advisor
    has contractually agreed, through at least April 30, 2010, to waive
    advisory fees and/or reimburse expenses of Series I shares to the extent
    necessary to limit Total Annual Fund Operating Expenses of Series I shares
    to 1.30% of average daily net assets. The Fund's advisor has contractually
    agreed, through at least April 30, 2010, to waive advisory fees and/or
    reimburse expenses of Series I shares to the extent necessary to limit
    Total Annual Fund Operating Expenses of Series I shares to 0.93% of average
    daily net assets.
 13 The Total fees in the table above include fees and expenses incurred
    indirectly by the fund as a result of its investment in other investment
    companies (each, an Acquired Fund). The Total ratio of expenses to net
    assets excludes expense reductions. Includes voluntary fee waivers and/or
    reimbursements. The Fund's investment advisor may cease these voluntary
    waivers and/or reimbursements at any time.
 14 The manager has agreed in advance to reduce its fee from assets invested by
    the Fund in a Franklin Templeton money market fund (the Sweep Money Fund
    which is the acquired fund in this case) to the extent of the Fund's fees
    and expenses of the acquired fund. This reduction is required by the
    Trust's board of trustees and an exemptive order by the Securities and
    Exchange Commission; this arrangement will continue as long as the
    exemptive order is relied upon.
 15 Management fees have been restated to reflect the elimination of a
    performance-based management fee and implementation of an asset-based
    management fee equal to the lowest possible management fee under the
    previous performance-based fee structure, as approved by the Board of
    Trustees on September 18, 2008. Under no circumstances, during a six-month
    transition period, as described on page 6 of Fund prospectus, will the
    management fee under the new fee structure exceed what the Adviser would
    have received under the old structure assuming maximum penalty for
    underperformance.
 16 Other Expenses and Total Annual Portfolio Operating Expenses, which are as
    of December 31, 2008, have been restated to reflect subsequent changes in
    the contractual amounts of fees paid for management services. 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 1.68% (1.38% for ProFund VP U.S. Government Plus and
    1.35% for ProFund VP Money Market) through April 30, 2010. 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. Reflects fee
    waivers, reimbursement of expenses, and expense reductions, if any.
 17 The breakpoint schedule for the Equity Income 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. Other expenses may include expenses payable to affiliates of
    Wells Fargo & Company. The adviser has committed through April 30, 2009 to
    waive fees and/or reimburse expenses to the extent necessary to maintain
    the net operating expense ratio shown, and may include expenses of any
    money market or other fund held by the fund.


                                      16



                               EXPENSE EXAMPLES

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

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

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

 The examples also assume the following for the period shown:

   .   You allocate all of your Account Value to the Sub-account with the
       maximum gross total annual operating expenses for 2008, and those
       expenses remain the same each year*

   .   For each charge, we deduct the maximum charge rather than the current
       charge
   .   You make no withdrawals of Account Value
   .   You make no transfers, or other transactions for which we charge a fee
   .   No tax charge applies
   .   You elect the Highest Daily Lifetime 7 Plus with Combination 5% Roll-up
       and HAV Death Benefit (which are the maximum combination of optional
       benefit charges)
   .   For the XT6 example, no Purchase Payment Credit is granted under the
       Annuity.

   .   For the APEX II example, no Loyalty Credit applies
   .   For the ASAP III example, no Loyalty Credit applies.


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

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

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

 Expense Examples are provided as follows:

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






                                1 yr  3 yrs  5 yrs  10 yrs
                     -------------------------------------
                                        
                     ASAP III  $1,378 $2,651 $3,823 $6,318
                     -------------------------------------
                     APEX II   $1,523 $2,848 $3,608 $6,791
                     -------------------------------------
                     ASL II      $738 $2,159 $3,511 $6,609
                     -------------------------------------
                     XT6 /3/   $1,602 $2,927 $4,087 $6,705
                     -------------------------------------



 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 $2,066 $3,373 $6,318
                      -----------------------------------
                      APEX II    N/A $2,218 $3,608 $6,791
                      -----------------------------------
                      ASL II    $738 $2,159 $3,511 $6,609
                      -----------------------------------
                      XT6 /3/    N/A    N/A $3,511 $6,609
                      -----------------------------------



                                      17



 If you do not surrender your annuity:




                                1 yr 3 yrs  5 yrs  10 yrs
                      -----------------------------------
                                       
                      ASAP III  $703 $2,066 $3,373 $6,318
                      -----------------------------------
                      APEX II   $758 $2,218 $3,608 $6,791
                      -----------------------------------
                      ASL II    $738 $2,159 $3,511 $6,609
                      -----------------------------------
                      XT6 /3/   $738 $2,159 $3,511 $6,609
                      -----------------------------------



 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. Expense examples calculations for XT6 Annuities
    are not adjusted to reflect the Purchase Credit. If the Purchase Credit
    were reflected in the calculations, expenses would be higher.

 For information relating to accumulation unit values pertaining to the
 Sub-accounts, please see Appendix A - Condensed Financial Information About
 Separate Account B.

                                      18



                                    SUMMARY

                 Advanced Series Advisor Plan III ("ASAP III")
                      Advanced Series APEX II ("APEX II")
                    Advanced Series XTra Credit Six ("XT6")
                     Advanced Series LifeVest II ("ASL II")

 This Summary describes key features of the variable annuities described in
 this Prospectus. It is intended to help give you an overview, and to point you
 to sections of the prospectus that provide greater detail. This Summary is
 intended to supplement the prospectus, so you should not rely on the Summary
 alone for all the information you need to know before purchase. You should
 read the entire Prospectus for a complete description of the variable
 annuities. Your financial professional can also help you if you have questions.

 What is a variable annuity? A variable annuity is a contract between you and
 an insurance company. It is designed to help you save money for retirement,
 and provide income during your retirement. With the help of your financial
 professional, you choose how to invest your money within your annuity. The
 value of your annuity will rise or fall depending on whether the investment
 options you choose perform well or perform poorly. Investing in a variable
 annuity involves risk and you can lose your money. By the same token,
 investing in a variable annuity can provide you with the opportunity to grow
 your money through participation in mutual fund-type investments. Your
 financial professional will help you choose your investment options based on
 your tolerance for risk and your needs.

 Variable annuities also offer a variety of optional guarantees to receive an
 income for life through withdrawal or provide minimum death benefits for your
 beneficiaries, or minimum account value guarantees. These benefits provide a
 degree of insurance in the event your annuity performs poorly. These optional
 benefits are available for an extra cost, and are subject to limitations and
 conditions more fully described later in this Prospectus. The guarantees are
 based on the long-term financial strength of the insurance company.

 What does it mean that my variable annuity is "tax-deferred"? Because variable
 annuities are issued by an insurance company, you pay no taxes on any earnings
 from your annuity until you withdraw the money. You may also transfer among
 your investment options without paying a tax at the time of the transfer.
 Until you withdraw the money, tax deferral allows you to keep money invested
 that would otherwise go to pay taxes. When you take your money out of the
 variable annuity, however, you will be taxed on the earnings at ordinary
 income tax rates rather than lower capital gains rates. If you withdraw
 earnings before you reach age 59 1/2, you also may be subject to a 10% federal
 tax penalty.

 You may also purchase one of our variable annuities as a tax-qualified
 retirement investment such as an IRA, SEP-IRA, Roth IRA, 401(a) plan, or
 403(b) plan. Although there is no additional tax advantage to a variable
 annuity purchased through one of these plans, you may desire the variable
 annuities' other features such as guaranteed lifetime income payments or death
 benefits for use within these plans.

 What variable annuities are offered in this Prospectus? This Prospectus
 describes the variable annuities listed below. The annuities differ primarily
 in the fees deducted, and whether the annuity provides credits in certain
 circumstances. With the help of your financial professional, you choose the
 annuity based on your time horizon, liquidity needs, and desire for credits.
 The annuities described in this prospectus are:
..   Advanced Series Advisor Plan III ("ASAP III")
..   Advanced Series APEX II ("APEX II")
..   Advanced Series XTra Credit Six ("XT6")
..   Advanced Series LifeVest II ("ASL II")

 See Appendix F "Selecting the Variable Annuity That's Right for You," for a
 side-by-side comparison of the key features of each of these Annuities.

 How do I purchase one of the variable annuities? See your financial
 professional to complete an application. Your eligibility to purchase is based
 on your age and the size of your investment:



                  Product   Maximum Age for  Minimum Initial
                            Initial Purchase Purchase Payment
                  -------------------------------------------
                                       
                  ASAP III         80             $1,000
                  -------------------------------------------
                  APEX II          85            $10,000
                  -------------------------------------------
                  XT6              75            $10,000
                  -------------------------------------------
                  ASL II           85            $15,000
                  -------------------------------------------


                                      19



 The "Maximum Age for Initial Purchase" applies to the oldest owner as of the
 day we would issue the Annuity. If the Annuity is to be owned by an entity,
 the maximum age applies to the annuitant as of the day we would issue the
 Annuity. For annuities purchased as a Beneficiary Annuity, the maximum issue
 age is 70 and applies to the Key Life. The availability and level of
 protection of certain optional benefits may also 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. Please see the section entitled
 "Living Benefits" and "Death Benefit" for additional information on these
 benefits.

 We may allow you to purchase an Annuity with an amount lower than the "Minimum
 Initial Purchase Payment" if you establish an electronic funds transfer that
 would allow you to meet the minimum requirement within one year.

 You may make additional payments of at least $100 into your Annuity at any
 time, subject to maximums allowed by us and as provided by law.


 After you purchase your Annuity you will have usually ten days to examine it
 and cancel it if you change your mind for any reason (referred to as the "free
 look period"). The period of time and the amount returned to you varies by
 law, and is stated on the front cover of your contract. You must cancel your
 Annuity in writing.


 See "What Are the Requirements for Purchasing One of the Annuities" for more
 detail.

 Where should I invest my money? With the help of your financial professional,
 you choose where to invest your money within the Annuity. Certain optional
 benefits may limit your ability to invest in the investment options otherwise
 available to you under the Annuity. You may choose from a variety of
 investment options ranging from conservative to aggressive. These investment
 options participate in mutual fund investments that are kept in a separate
 account from our other general assets. Although you may recognize some of the
 names of the money managers, these investment options are designed for
 variable annuities and are not the same mutual funds available to the general
 public. You can decide on a mix of investment options that suit your goals.
 Or, you can choose one of our investment options that participates in several
 mutual funds according to a specified goal such as balanced asset allocation,
 or capital growth asset allocation. If you select certain optional benefits,
 we may limit the investment options that you may elect. Each of the underlying
 mutual funds is described by its own prospectus, which you should read before
 investing. There is no assurance that any investment option will meet its
 investment objective.

 We also offer programs to help discipline your investing, such as dollar cost
 averaging or automatic rebalancing.

 See "Investment Options," and "Managing Your Account Value."


 How can I receive income from my Annuity? You can receive income by taking
 withdrawals or electing annuity payments. If you take withdrawals, you should
 plan them carefully, because withdrawals may be subject to tax, and may be
 subject to a contingent deferred sales charge (discussed below). See the "Tax
 Considerations" section of this Prospectus. You may withdraw up to 10% of your
 investment each year without being subject to a contingent deferred sales
 charge.


 You may elect to receive income through annuity payments over your lifetime,
 also called "annuitization". This option may appeal to those who worry about
 outliving their Account Value through withdrawals. If you elect to receive
 annuity payments, you convert your Account Value into a stream of future
 payments. This means in most cases you no longer have an Account Value and
 therefore cannot make withdrawals. We offer different types of annuity options
 to meet your needs, and you can choose the benefits and costs that make sense
 for you. For example, some of our annuity options allow for withdrawals, and
 some provide a death benefit, while others guarantee payments for life without
 a death benefit or the ability to make withdrawals.

 See "Access to Account Value."

 Options for Guaranteed Lifetime Withdrawals. We offer several optional
 benefits for an additional fee that guarantee your ability to take withdrawals
 for life as a percentage of an initial guaranteed benefit base, even after
 your Account Value falls to zero. These benefits may appeal to you if you wish
 to maintain flexibility and control over your Account Value invested (instead
 of converting it to an annuity stream) and want the assurance of predictable
 income. If you withdraw more than the allowable amount during any year, your
 future level of guaranteed withdrawals decreases.

 As part of these benefits you are required to invest only in certain permitted
 investment options. Some of the benefits utilize a predetermined mathematical
 formula to help manage your guarantee through all market cycles. Please see
 the applicable optional benefits section for more information.

 These benefits contain detailed provisions, so please see the following
 sections of the Prospectus for complete details:
..   Highest Daily Lifetime 7 Plus
..   Spousal Highest Daily Lifetime 7 Plus

                                      20



..   Highest Daily Lifetime 7 Plus with Lifetime Income Accelerator
..   Highest Daily Lifetime 7 Plus with Beneficiary Income Option
..   Spousal Highest Daily Lifetime 7 Plus with Beneficiary Income Option
..   Highest Daily Lifetime Seven*
..   Spousal Highest Daily Lifetime Seven*
..   Highest Daily Lifetime Seven with Lifetime Income Accelerator*
..   Highest Daily Lifetime Seven with Beneficiary Income Option*
..   Spousal Highest Daily Lifetime Seven with Beneficiary Income Option*

 *  No longer available for new elections in a given State once the Highest
    Daily Lifetime 7 Plus version is approved.

 Options for Guaranteed Accumulation. We offer several optional benefits for an
 additional fee that guarantee your Account Value to a certain level after a
 period of years. As part of these benefits you are required to invest only in
 certain permitted investment options. Please see applicable optional benefits
 sections for more information.

 These benefits contain detailed provisions, so please see the following
 sections of the Prospectus for complete details:
..   Guaranteed Return Option Plus 2008
..   Highest Daily Guaranteed Return Option

 What happens to my annuity upon death? You may name a beneficiary to receive
 the proceeds of your annuity upon your death. Your annuity must be distributed
 within the time periods required by the tax laws. Each of our annuities offers
 a basic death benefit. The basic death benefit provides your beneficiaries
 with the greater of your purchase payments less all proportional withdrawals
 or your value in the annuity at the time of death (the amount of the basic
 death benefit may depend on the decedent's age).

 We also offer optional death benefits for an additional charge:
..   Highest Anniversary Value Death Benefit: Offers the greater of the basic
    death benefit and a highest anniversary value of the annuity.
..   Combination 5% Roll-up and Highest Anniversary Value Death Benefit: Offers
    the greatest of the basic death benefit, the highest anniversary value
    death benefit described above, and a value assuming 5% growth of your
    investment adjusted for withdrawals.

 Each death benefit has certain age restrictions. Please see the "Death
 Benefit" section of the Prospectus for more information.

 How do I receive credits?
 With XT6, we apply a credit to your Annuity each time you make a purchase
 payment during the first six (6) years. Because of the credits, the expenses
 of this Annuity may be higher than other annuities that do not offer credits.
 The amount of the credit depends on the year during which the purchase payment
 is made:

 For annuities issued on or after February 13, 2006:



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


 *  For annuities issued before February 13, 2006, the Credit during Annuity
    Year 1 is 6.00%.

 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. In
 general, we may take back credits applied within 12 months of death or a
 medically-related surrender. We may also take back credits if you return your
 Annuity under the "free-look" provision.

 For ASAP III annuities issued on or after February 13, 2006, and APEX II
 annuities issued on or after June 20, 2005, we apply a "loyalty credit" at the
 end of your fifth anniversary for money invested with us during the first four
 years of your Annuity (less adjustments for any withdrawals). For ASAP III,
 the credit is 0.50%. For APEX II, the credit is either 0%, 2.25% or 2.75%
 depending on the Issue Date of your Annuity.

 Please see the section entitled "Managing Your Account Value" for more
 information.

                                      21



 What are the Annuity's Fees and Charges?
 Contingent Deferred Sales Charge: If you withdraw all or part of your annuity
 before the end of a period of years, we may deduct a contingent deferred sales
 charge, or "CDSC". The CDSC is calculated as a percentage of your purchase
 payment being withdrawn, and depends on how long your purchase payment has
 been invested. The CDSC is different depending on which annuity you purchase:



           Yr. 1 Yr. 2 Yr. 3 Yr. 4 Yr. 5 Yr. 6 Yr. 7 Yr. 8 Yr. 9 Yr. 10 Yr. 11+
 ------------------------------------------------------------------------------
                                       
 ASAP III  7.5%  7.0%  6.5%  6.0%  5.0%  4.0%  3.0%  2.0%  0.0%     --     --
 ------------------------------------------------------------------------------
 APEX II   8.5%  8.0%  7.0%  6.0%  0.0%    --    --    --    --     --     --
 ------------------------------------------------------------------------------
 XT6*      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
 ------------------------------------------------------------------------------


 *  For annuities issued before November 20, 2006, the schedule is as follows:
    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: 2.0%; Year 11+:
    0.0%.

 Each year you may withdraw up to 10% of your purchase payments without the
 imposition of a CDSC. This free withdrawal feature does not apply when fully
 surrendering your Annuity. We may also waive the CDSC under certain
 circumstances, such as for medically-related circumstances or taking required
 minimum distributions under a qualified contracts.


 Transfer Fee: You may make 20 transfers between investment options each year
 free of charge. After the 20th transfer, we will charge $10.00 for each
 transfer. 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. Any transfers made as a result of the mathematical formula
 used with an optional benefit will not count towards the total transfers
 allowed.


 Annual Maintenance Fee: Until you start annuity payments, 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. Except for XT6, the
 Annual Maintenance Fee is only deducted if your Account Value is less than
 $100,000.

 Tax Charge: We may deduct a charge to reimburse us for taxes we may pay on
 premiums received in certain jurisdictions. 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.

 Insurance Charge: We deduct an Insurance Charge. It is an annual charge
 assessed on a daily basis. It is the combination of the Mortality & Expense
 Risk Charge and the Administration Charge. The charge is assessed against the
 daily assets allocated to the Sub-accounts and depends on which annuity you
 purchase:




             ------------------------------------------------------
                 FEE/CHARGE       ASAP III  APEX II  ASL II   XT6
             ------------------------------------------------------
                                                 
             Mortality & Expense   0.50%    1.50%    1.50%   0.50%
             Risk Charge
             ------------------------------------------------------
             Administration        0.15%    0.15%    0.15%   0.15%
             Charge
             ------------------------------------------------------
             Total Insurance       0.65%    1.65%    1.65%   0.65%
             Charge
             ------------------------------------------------------



 Distribution Charge: For ASAP III and XT6, we deduct a Distribution Charge
 daily. It is an annual charge assessed on a daily basis. The charge is
 assessed for a certain number of years against the average assets allocated to
 the Sub-accounts and is equal to the following:



   -------------------------------------------------------------------------
       FEE/CHARGE           ASAP III      APEX II  ASL II        XT6
   -------------------------------------------------------------------------
                                               
   Distribution Charge  0.60% in Annuity   N/A      N/A    1.00% in Annuity
                           Years 1-8                          Years 1-10
   -------------------------------------------------------------------------



 Charges for Optional Benefits: If you elect to purchase certain optional
 benefits, we will deduct an additional charge. For some optional benefits, the
 charge is deducted from your Account Value allocated to the Sub-accounts. This
 charge is included in the daily calculation of the Unit Price for each
 Sub-account. For certain other optional benefits, such as Highest Daily
 Lifetime Seven, the charge is assessed against the Protected Withdrawal Value
 and taken out of the Sub-accounts periodically. Please refer to the section
 entitled "Summary of Contract Fees and Charges" for the list of charges for
 each optional benefit.


                                      22




 Settlement Service Charge: If your beneficiary takes the death benefit under a
 Beneficiary Continuation Option, we deduct a Settlement Service Charge,
 although the Insurance Charge no longer applies. 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. More
 detailed information about fees and expenses can be found in the prospectuses
 for the Portfolios. Please see the "Fees and Charges" section of the
 Prospectus for more information.

 Costs to Sell and Administer Our Variable Annuity
 Your financial professional may receive a commission for selling one of our
 variable annuities to you. We may pay fees to your financial professional's
 broker dealer firm to cover costs of marketing or administration. These
 commissions and fees may incent your financial professional to sell our
 variable annuity instead of one offered by another company. We also receive
 fees from the mutual fund companies that offer the investment options for
 administrative costs and marketing. These fees may influence our decision to
 offer one family of funds over another. If you have any questions you may
 speak with your financial professional or us. See "General Information".

 Other Information
 Please see the section entitled "General Information" for more information
 about our annuities, including legal information about our company, separate
 account, and underlying funds.

                                      23



                              INVESTMENT OPTIONS

 WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS?

 Each variable investment option is a Sub-account of Prudential Annuities Life
 Assurance Corporation Variable Account B (see "What are Separate Accounts" for
 more detailed information). Each Sub-account invests exclusively in one
 Portfolio. You should carefully read the prospectus for any Portfolio in which
 you are interested. The Investment Objectives/Policies chart below 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. You bear the investment risk for amounts allocated to the
 Portfolios. Please see the General Information section of this Prospectus,
 under the heading concerning "service fees" for a discussion of fees that we
 may receive from underlying mutual funds and/or their affiliates.


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

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

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

 Stipulated Investment Options if you Elect Certain Optional Benefits
 As a condition to your participating in certain optional benefits, we limit
 the investment options to which you may allocate your Account Value. Broadly
 speaking, we offer two groups of "Permitted Sub-accounts". Under the first
 group (Group I), your allowable investment options are more limited, but you
 are not subject to mandatory quarterly re-balancing. Under the second group
 (Group II), you may allocate your Account Value between a broader range of
 investment options, but must participate in quarterly re-balancing. The set of
 tables immediately below describes the first category of permitted investment
 options.


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


                                      24



 Group I: Allowable Benefit Allocations



  Optional Benefit Name*                  Allowable Benefit Allocations:
  Lifetime Five Income Benefit            AST Academic Strategies Asset
  Spousal Lifetime Five Income Benefit    Allocation Portfolio
  Highest Daily Lifetime Five Income      AST Capital Growth Asset Allocation
  Benefit                                 Portfolio
  Highest Daily Lifetime Seven Income     AST Balanced Asset Allocation
  Benefit                                 Portfolio
  Spousal Highest Daily Lifetime Seven    AST Preservation Asset Allocation
  Income Benefit                          Portfolio
  Highest Daily Value Death Benefit       AST First Trust Balanced Target
  Highest Daily Lifetime Seven with       Portfolio
  Beneficiary Income                      AST First Trust Capital Appreciation
  Option                                  Target Portfolio
  Spousal Highest Daily Lifetime Seven    AST Focus Four Plus Portfolio
  with Beneficiary Income Option          AST Advanced Strategies Portfolio
  Highest Daily Lifetime Seven with       AST T. Rowe Price Asset Allocation
  Lifetime Income                         Portfolio
  Accelerator                             AST UBS Dynamic Alpha Strategy
                                          Portfolio
                                          AST Niemann Capital Growth Asset
                                          Allocation Portfolio
                                          AST CLS Growth Asset Allocation
                                          Portfolio
  Highest Daily Lifetime 7 Plus Income    AST CLS Moderate Asset Allocation
  Benefit                                 Portfolio
  Highest Daily Lifetime 7 Plus with      AST Horizon Growth Asset Allocation
  Beneficiary                             Portfolio
  Income Option                           AST Horizon Moderate Asset
  Highest Daily Lifetime 7 Plus with      Allocation Portfolio
  Lifetime                                AST Schroders Multi-Asset World
  Income Accelerator                      Strategies Asset
  Spousal Highest Daily Lifetime 7 Plus   Allocation Portfolio
  Income Benefit                          Franklin Templeton VIP Founding
  Spousal Highest Daily Lifetime 7        Funds Allocation Fund
  Plus with Beneficiary Income Option
 ------------------------------------------------------------------------------

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

  Optional Benefit Name*                  All investment options permitted,
                                          EXCEPT these:
  GRO PLUS 2008                           ProFund VP Ultra Mid-Cap
  Highest Daily GRO                       ProFund VP Precious Metals
                                          ProFund VP NASDAQ-100
                                          ProFund VP Asia 30
                                          ProFund VP Short NASDAQ-100
                                          Value Line/(R)/ Target 25
                                          AIM V.I. Technology
                                          NASDAQ/(R)/ Target 15
                                          Evergreen VA Growth Fund
                                          Access VP High Yield
                                          ProFund VP UltraNASDAQ 100
                                          ProFund VP UltraSmall-Cap
                                          ProFund VP Semiconductor
                                          ProFund VP Internet
                                          ProFund VP UltraBull
                                          ProFund VP Technology
                                          ProFund VP Biotechnology
                                          ProFund VP Short Small-Cap
                                          ProFund VP Short Mid-Cap


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

                                      25




 The following set of tables describes the second category (i.e., Group II
 below), under which:


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

 Group II: Optional Allocation & Rebalancing Program



 Optional Benefit Name                   Permitted Portfolios
 Highest Daily Lifetime Seven            AST Academic Strategies Asset
 Spousal Highest Daily Lifetime Seven    Allocation
 Highest Daily Lifetime Seven with       AST Advanced Strategies
 Beneficiary Income Option               AST Aggressive Asset Allocation
 Spousal Highest Daily Lifetime Seven    AST AllianceBernstein Growth & Income
 with Beneficiary Income Option          AST Balanced Asset Allocation
 Highest Daily Lifetime Seven with       AST CLS Growth Asset Allocation
 Lifetime Income Accelerator             AST CLS Moderate Asset Allocation
 Highest Daily Lifetime 7 Plus           AST AllianceBernstein Core Value
 Spousal Highest Daily Lifetime 7 Plus   AST American Century Income & Growth
 Highest Daily Lifetime 7 Plus with      AST Capital Growth Asset Allocation
 Beneficiary Income Option               AST Cohen & Steers Realty
 Spousal Highest Daily Lifetime 7        AST DeAM Large-Cap Value
 Plus with Beneficiary Income Option     AST Federated Aggressive Growth
 Highest Daily Lifetime 7 Plus with      AST First Trust Balanced Target
 Lifetime Income Accelerator             AST First Trust Capital Appreciation
                                         Target
                                         AST Focus Four Plus
                                         AST Global Real Estate
                                         AST Goldman Sachs Concentrated Growth
                                         AST Goldman Sachs Mid-Cap Growth
                                         AST Goldman Sachs Small-Cap Value
                                         AST High Yield
                                         AST Horizon Growth Asset Allocation
                                         AST Horizon Moderate Asset Allocation
                                         AST International Growth
                                         AST International Value
                                         AST JPMorgan International Equity
                                         AST Large-Cap Value
                                         AST Lord Abbett Bond-Debenture
                                         AST Marsico Capital Growth
                                         AST MFS Global Equity
                                         AST MFS Growth
                                         AST Mid-Cap Value
                                         AST Money Market
                                         AST Neuberger Berman Mid-Cap Growth
                                         AST Neuberger Berman/LSV Mid-Cap
                                         Value
                                         AST Neuberger Berman Small-Cap Growth
                                         AST Niemann Capital Growth Asset
                                         Allocation
                                         AST PIMCO Limited Maturity Bond
                                         AST PIMCO Total Return Bond
                                         AST Preservation Asset Allocation
                                         AST QMA US Equity Alpha
                                         AST Schroders Multi-Asset World
                                         Strategies Asset Allocation
                                         AST Small-Cap Growth
                                         AST Small-Cap Value


                                      26




                                         Permitted Portfolios
                                         AST T. Rowe Price Asset Allocation
                                         AST T. Rowe Price Global Bond
                                         AST T. Rowe Price Large-Cap Growth
                                         AST T. Rowe Price Natural Resources
                                         AST UBS Dynamic Alpha Strategy
                                         AST Western Asset Core Plus Bond
                                         Franklin Templeton VIP Founding
                                         Funds Allocation Fund


 The following additional Portfolios are available with ASAP III, APEX II and
 ASL II only:



                                         ProFund VP**
                                         Consumer Goods
                                         Consumer Services
                                         Financials
                                         Health Care
                                         Industrials
                                         Large-Cap Growth
                                         Large-Cap Value
                                         Mid-Cap Growth
                                         Mid-Cap Value
                                         Real Estate
                                         Small-Cap Growth
                                         Small-Cap Value
                                         Telecommunications
                                         Utilities



 *  Detailed Information regarding these optional benefits can be found in the
    "Living Benefits" and "Death Benefit" sections of this Prospectus.
 ** For ASAP III, XT6, and ASL II Annuities issued beginning on May 26, 2008,
    we limit the Owner's ability to invest in the ProFund VP Portfolios.
    Specifically:

..   We will not permit those who acquire an ASAP III, XT6, or ASL II Annuity on
    or after May 26, 2008 (including beneficiaries who acquire such an Annuity
    under the Beneficiary Continuation Option) to invest in any ProFund VP
    Portfolio; and
..   Those who acquired an ASAP III, XT6, or ASL II Annuity prior to May 26,
    2008 may invest in any ProFund VP Portfolio without being subject to the
    above restrictions; and
..   Those who currently hold an APEX II Annuity, or who acquire an APEX II
    Annuity after May 26, 2008, may invest in any ProFund VP Portfolio (except
    that beneficiaries who acquire an APEX II Annuity on or after May 26, 2008
    under the Beneficiary Continuation Option may not invest in any ProFund VP
    Portfolio).

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

                                      27






    ------------------------------------------------------------------------
     STYLE/      INVESTMENT OBJECTIVES/POLICIES            PORTFOLIO
     TYPE                                                  ADVISOR/
                                                          SUB-ADVISOR
    ------------------------------------------------------------------------
                     ADVANCED SERIES TRUST
    ------------------------------------------------------------------------
     ASSET    AST Academic Strategies Asset              AlphaSimplex
     ALLOCA   Allocation Portfolio (formerly known    Group, LLC; Credit
     TION     as AST Balanced Asset Allocation         Suisse Securities
              Portfolio): seeks long term capital      (USA) LLC; First
              appreciation. The Portfolio is a          Quadrant L.P.;
              multi- asset class fund that pursues    Jennison Associates
              both top-down asset allocation              LLC; Mellon
              strategies and bottom-up selection            Capital
              of securities, investment managers,         Management
              and mutual funds. Under normal          Corporation; Pacific
              circumstances, approximately 60% of         Investment
              the assets will be allocated to             Management
              traditional asset classes (including        Company LLC
              US and international equities and            (PIMCO);
              bonds) and approximately 40% of the      Prudential Bache
              assets will be allocated to              Asset Management,
              nontraditional asset classes               Incorporated;
              (including real estate, commodities,       Quantitative
              and alternative strategies). Those          Management
              percentages are subject to change at      Associates LLC
              the discretion of the advisor.
    ------------------------------------------------------------------------
     ASSET    AST Advanced Strategies Portfolio:           LSV Asset
     ALLOCA   seeks a high level of absolute              Management;
     TION     return. The Portfolio invests in          Marsico Capital
              traditional and non-traditional          Management, LLC;
              investment strategies and by            Pacific Investment
              investing in domestic and foreign           Management
              equity and fixed income securities,         Company LLC
              derivative instruments in exchange       (PIMCO); T. Rowe
              traded funds. The asset allocation       Price Associates,
              generally provides for an allotment     Inc.; William Blair
              of 50% of the portfolio assets to a       & Company, LLC;
              combination of domestic and                Quantitative
              international equity strategies and         Management
              the remainder in a combination of         Associates LLC
              U.S. fixed income, hedged
              international bond and real return
              bonds. The manager will allocate the
              assets of the portfolio across
              different investment categories and
              subadvisors.
    ------------------------------------------------------------------------
     ASSET    AST Aggressive Asset Allocation             Prudential
     ALLOCA   Portfolio: seeks to obtain total         Investments LLC;
     TION     return consistent with its specified       Quantitative
              level of risk. The Portfolio                Management
              primarily invests its assets in a         Associates LLC
              diversified portfolio of other
              mutual funds, the underlying
              portfolios, of the Advanced Series
              Trust and certain affiliated money
              market funds. Under normal market
              conditions, the Portfolio will
              devote approximately 100% of its net
              assets to underlying portfolios
              investing primarily in equity
              securities (with a range of 92.5% to
              100%) and the remainder of its net
              assets to underlying portfolios
              investing primarily in debt
              securities and money market
              instruments (with a range of 0% -
              7.5%). The Portfolio is not limited
              to investing exclusively in shares
              of the underlying portfolios and may
              invest in securities and futures
              contracts, swap agreements and other
              financial and derivative instruments.
    ------------------------------------------------------------------------
     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.
    ------------------------------------------------------------------------


                                      28




     ----------------------------------------------------------------------
      STYLE/       INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
      TYPE                                                  ADVISOR/
                                                          SUB-ADVISOR
     ----------------------------------------------------------------------
      LARGE     AST AllianceBernstein Growth &          AllianceBernstein
       CAP      Income Portfolio: seeks long-term             L.P.
      VALUE     growth of capital and income while
                attempting to avoid excessive
                fluctuations in market value. The
                Portfolio normally will invest in
                common stocks (and securities
                convertible into common stocks). The
                subadviser will take a
                value-oriented approach, in that it
                will try to keep the Portfolio's
                assets invested in securities that
                are selling at reasonable valuations
                in relation to their fundamental
                business prospects.
     ----------------------------------------------------------------------
      LARGE     AST American Century Income & Growth    American Century
       CAP      Portfolio: seeks capital growth with       Investment
      VALUE     current income as a secondary           Management, Inc.
                objective. The Portfolio invests
                primarily in common stocks that
                offer potential for capital growth,
                and may, consistent with its
                investment objective, invest in
                stocks that offer potential for
                current income. The subadviser
                utilizes a quantitative management
                technique with a goal of building an
                equity portfolio that provides
                better returns than the S&P 500
                Index without taking on significant
                additional risk and while attempting
                to create a dividend yield that will
                be greater than the S&P 500 Index.
     ----------------------------------------------------------------------
      ASSET     AST Balanced Asset Allocation              Prudential
      ALLOCA    Portfolio (formerly known as AST        Investments LLC;
      TION      Conservative Asset Allocation             Quantitative
                Portfolio): seeks to obtain total          Management
                return consistent with its specified     Associates LLC
                level of risk. The Portfolio
                primarily invests its assets in a
                diversified portfolio of other
                mutual funds, the underlying
                portfolios, of the Advanced Series
                Trust and certain affiliated money
                market funds. Under normal market
                conditions, the Portfolio will
                devote approximately 60% of its net
                assets to underlying portfolios
                investing primarily in equity
                securities (with a range of 52.5% to
                67.5%, and 40% of its net assets to
                underlying portfolios investing
                primarily in debt securities and
                money market instruments (with a
                range of 32.5% to 47.5%). The
                Portfolio is not limited to
                investing exclusively in shares of
                the underlying portfolios and may
                invest in securities and futures
                contracts, swap agreements and other
                financial and derivative instruments.
     ----------------------------------------------------------------------
      FIXED     AST Bond Portfolio 2015: seeks the         Prudential
      INCOME    highest potential total return             Investment
                consistent with its specified level     Management, Inc.
                of risk tolerance to meet the
                parameters established to support
                the GRO benefits and maintain
                liquidity to support changes in
                market conditions for a fixed
                maturity of 2015. Please note that
                you may not make purchase payments
                to this Portfolio, and that this
                Portfolio is available only with
                certain living benefits.
     ----------------------------------------------------------------------
      FIXED     AST Bond Portfolio 2016: seeks the         Prudential
      INCOME    highest potential total return             Investment
                consistent with its specified level     Management, Inc.
                of risk tolerance to meet the
                parameters established to support
                the GRO benefits and maintain
                liquidity to support changes in
                market conditions for a fixed
                maturity of 2016. Please note that
                you may not make purchase payments
                to this Portfolio, and that this
                Portfolio is available only with
                certain living benefits.
     ----------------------------------------------------------------------
      FIXED     AST Bond Portfolio 2018: seeks the         Prudential
      INCOME    highest potential total return             Investment
                consistent with its specified level     Management, Inc.
                of risk tolerance to meet the
                parameters established to support
                the GRO benefits and maintain
                liquidity to support changes in
                market conditions for a fixed
                maturity of 2018. Please note that
                you may not make purchase payments
                to this Portfolio, and that this
                Portfolio is available only with
                certain living benefits.
     ----------------------------------------------------------------------
      FIXED     AST Bond Portfolio 2019: seeks the         Prudential
      INCOME    highest potential total return             Investment
                consistent with its specified level     Management, Inc.
                of risk tolerance to meet the
                parameters established to support
                the GRO benefits and maintain
                liquidity to support changes in
                market conditions for a fixed
                maturity of 2019. Please note that
                you may not make purchase payments
                to this Portfolio, and that this
                Portfolio is available only with
                certain living benefits.
     ----------------------------------------------------------------------
      FIXED     AST Bond Portfolio 2020: seeks the         Prudential
      INCOME    highest potential total return             Investment
                consistent with its specified level     Management, Inc.
                of risk tolerance to meet the
                parameters established to support
                the GRO benefits and maintain
                liquidity to support changes in
                market conditions for a fixed
                maturity of 2020. Please note that
                you may not make purchase payments
                to this Portfolio, and that this
                Portfolio is available only with
                certain living benefits.
     ----------------------------------------------------------------------


                                      29




   -------------------------------------------------------------------------
     STYLE/         INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
      TYPE                                                   ADVISOR/
                                                           SUB-ADVISOR
   -------------------------------------------------------------------------
     ASSET       AST Capital Growth Asset Allocation        Prudential
     ALLOCA      Portfolio: seeks to obtain total        Investments LLC;
      TION       return consistent with its specified      Quantitative
                 level of risk. The Portfolio               Management
                 primarily invests its assets in a        Associates LLC
                 diversified portfolio of other
                 mutual funds, the underlying
                 portfolios, of the Advanced Series
                 Trust and certain affiliated money
                 market funds. Under normal market
                 conditions, the Portfolio will
                 devote approximately 75% of its net
                 assets to underlying portfolios
                 investing primarily in equity
                 securities (with a range of 67.5% to
                 80%), and 25% of its net assets to
                 underlying portfolios investing
                 primarily in debt securities and
                 money market instruments (with a
                 range of 20.0% to 32.5%). The
                 Portfolio is not limited to
                 investing exclusively in shares of
                 the underlying portfolios and may
                 invest in securities and futures
                 contracts, swap agreements and other
                 financial and derivative instruments.
   -------------------------------------------------------------------------
     ASSET       AST CLS Growth Asset Allocation         CLS Investments
     ALLOCA      Portfolio: seeks the highest                  LLC
      TION       potential total return consistent
                 with its specified level of risk
                 tolerance. Under normal
                 circumstances, at least 90% of the
                 Portfolio's assets will be invested
                 in other portfolios of Advanced
                 Series Trust (the underlying
                 portfolios) while no more than 10%
                 of the Portfolio's assets may be
                 invested in exchange traded funds
                 (ETFs). Under normal market
                 conditions, the Portfolio will
                 devote from 60% to 80% of its net
                 assets to underlying portfolios and
                 ETFs investing primarily in equity
                 securities, and from 20% to 40% of
                 its net assets to underlying
                 portfolios and ETFs investing
                 primarily in debt securities and
                 money market instruments.
   -------------------------------------------------------------------------
     ASSET       AST CLS Moderate Asset Allocation       CLS Investments
     ALLOCA      Portfolio: seeks the highest                  LLC
      TION       potential total return consistent
                 with its specified level of risk
                 tolerance. Under normal
                 circumstances, at least 90% of the
                 Portfolio's assets will be invested
                 in other portfolios of Advanced
                 Series Trust (the underlying
                 portfolios) while no more than 10%
                 of the Portfolio's assets may be
                 invested in exchange traded funds
                 (ETFs). Under normal market
                 conditions, the Portfolio will
                 devote from 40% to 60% of its net
                 assets to underlying portfolios and
                 ETFs investing primarily in equity
                 securities, and from 40% to 60% of
                 its net assets to underlying
                 portfolios and ETFs investing
                 primarily in debt securities and
                 money market instruments.
   -------------------------------------------------------------------------
    SPECIALTY    AST Cohen & Steers Realty Portfolio:     Cohen & Steers
                 seeks to maximize total return              Capital
                 through investment in real estate       Management, Inc.
                 securities. The Portfolio pursues
                 its investment objective by
                 investing, under normal
                 circumstances, at least 80% of its
                 net assets in common stocks and
                 other equity securities issued by
                 real estate companies, such as real
                 estate investment trusts (REITs).
                 Under normal circumstances, the
                 Portfolio will invest substantially
                 all of its assets in the equity
                 securities of real estate companies,
                 i.e., a company that derives at
                 least 50% of its revenues from the
                 ownership, construction, financing,
                 management or sale of real estate or
                 that has at least 50% of its assets
                 in real estate. Real estate
                 companies may include real estate
                 investment trusts (REITs).
   -------------------------------------------------------------------------
     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 Federated Aggressive Growth         Federated Equity
      CAP        Portfolio: seeks capital growth. The       Management
     GROWTH      Portfolio pursues its investment           Company of
                 objective by investing primarily in      Pennsylvania/
                 the stocks of small companies that      Federated Global
                 are traded on national security            Investment
                 exchanges, NASDAQ stock exchange and    Management Corp.;
                 the over- the-counter-market. Small      Federated MDTA
                 companies will be defined as                  LLC
                 companies with market
                 capitalizations similar to companies
                 in the Russell 2000 Growth and S&P
                 600 Small Cap Index.
   -------------------------------------------------------------------------


                                      30




  ---------------------------------------------------------------------------
    STYLE/         INVESTMENT OBJECTIVES/POLICIES           PORTFOLIO
     TYPE                                                   ADVISOR/
                                                           SUB-ADVISOR
  ---------------------------------------------------------------------------
    ASSET       AST First Trust Balanced Target        First Trust Advisors
    ALLOCA      Portfolio: seeks long-term capital            L.P.
     TION       growth balanced by current income.
                The Portfolio seeks to achieve its
                objective by investing approximately
                65% in common stocks and
                approximately 35% in fixed income
                securities. The Portfolio allocates
                the equity portion of the portfolio
                across five uniquely specialized
                strategies - The Dow(R) Target
                Dividend, the Value Line(R) Target
                25, the Global Dividend Target 15,
                the NYSE(R) International Target 25,
                and the Target Small Cap. Each
                strategy employs a quantitative
                approach by screening common stocks
                for certain attributes and/or using
                a multi-factor scoring system to
                select the common stocks. The fixed
                income allocation is determined by
                the Dow Jones Income strategy which
                utilizes certain screens to select
                bonds from the Dow Jones Corporate
                Bond Index or like-bonds not in the
                index.
  ---------------------------------------------------------------------------
    ASSET       AST First Trust Capital Appreciation   First Trust Advisors
    ALLOCA      Target Portfolio: seeks long-term             L.P.
     TION       capital growth. The Portfolio seeks
                to achieve its objective by
                investing approximately 80% in
                common stocks and approximately 20%
                in fixed income securities. The
                portfolio allocates the equity
                portion of the portfolio across five
                uniquely specialized strategies -
                the Value Line(R) Target 25, the
                Global Dividend Target 15, the
                Target Small Cap, the Nasdaq(R)
                Target 15, and the NYSE(R)
                International Target 25. Each
                strategy employs a quantitative
                approach by screening common stocks
                for certain attributes and/or using
                a multi-factor scoring system to
                select the common stocks. The fixed
                income allocation is determined by
                the Dow Jones Income strategy which
                utilizes certain screens to select
                bonds from the Dow Jones Corporate
                Bond Index or like-bonds not in the
                index.
  ---------------------------------------------------------------------------
    ASSET       AST Focus Four Plus Portfolio: seeks   First Trust Advisors
    ALLOCA      long-term capital growth. The                 L.P.
     TION       Portfolio seeks to achieve its
                objective by investing approximately
                75% in common stocks and
                approximately 25% in fixed-income
                securities. The Portfolio allocates
                the equity portion of the portfolio
                across four uniquely specialized
                strategies - The Dow(R) Target
                Dividend, the Value Line(R) Target
                25, the NYSE(R) International Target
                25, and the S&P Target SMid 60. 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    AST Global Real Estate Portfolio:        Prudential Real
                seeks capital appreciation and          Estate Investors
                income. The Portfolio will normally
                invest at least 80% of its liquid
                assets (net assets plus any
                borrowing made for investment
                purposes) in equity-related
                securities of real estate companies.
                The Portfolio will invest in
                equity-related securities of real
                estate companies on a global basis
                and the Portfolio may invest up to
                15% of its net assets in ownership
                interests in commercial real estate
                through investments in private real
                estate.
  ---------------------------------------------------------------------------
    LARGE       AST Goldman Sachs Concentrated            Goldman Sachs
     CAP        Growth Portfolio: seeks long-term       Asset Management,
    GROWTH      growth of capital. The Portfolio              L.P.
                will pursue its objective by
                investing primarily in equity
                securities of companies that the
                subadviser believes have the
                potential to achieve capital
                appreciation over the long-term. The
                Portfolio seeks to achieve its
                investment objective by investing,
                under normal circumstances, in
                approximately 30 - 45 companies that
                are considered by the subadviser to
                be positioned for long-term growth.
  ---------------------------------------------------------------------------
   MID CAP      AST Goldman Sachs Mid-Cap Growth          Goldman Sachs
    GROWTH      Portfolio: seeks long-term capital      Asset Management,
                growth. The Portfolio pursues its             L.P.
                investment objective, by investing
                primarily in equity securities
                selected for their growth potential,
                and normally invests at least 80% of
                the value of its assets in
                medium-sized companies. Medium-sized
                companies are those whose market
                capitalizations (measured at the
                time of investment) fall within the
                range of companies in the Russell
                Mid-cap Growth Index. The subadviser
                seeks to identify individual
                companies with earnings growth
                potential that may not be recognized
                by the market at large.
  ---------------------------------------------------------------------------
    SMALL       AST Goldman Sachs Small-Cap Value         Goldman Sachs
     CAP        Portfolio: seeks long-term capital      Asset Management,
    VALUE       appreciation. The Portfolio will              L.P.
                seek its objective through
                investments primarily in equity
                securities that are believed to be
                undervalued in the marketplace. The
                Portfolio will invest, under normal
                circumstances, at least 80% of the
                value of its assets plus any
                borrowings for investment purposes
                in small capitalization companies.
                The 80% investment requirement
                applies at the time the Portfolio
                invests its assets. The Portfolio
                generally defines small
                capitalization companies as
                companies with market
                capitalizations that are within the
                range of the Russell 2000 Value
                Index at the time of purchase.
  ---------------------------------------------------------------------------


                                      31




    ------------------------------------------------------------------------
      STYLE/        INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
      TYPE                                                  ADVISOR/
                                                           SUB-ADVISOR
    ------------------------------------------------------------------------
      FIXED      AST High Yield Portfolio: seeks        Pacific Investment
     INCOME      maximum total return, consistent          Management
                 with preservation of capital and          Company LLC
                 prudent investment management. The          (PIMCO)
                 Portfolio will invest, under normal
                 circumstances, at least 80% of its
                 net assets plus any borrowings for
                 investment purposes (measured at
                 time of purchase) in non-investment
                 grade high yield, fixed-income
                 investments which may be represented
                 by forwards or derivatives such as
                 options, futures contracts, or swap
                 agreements. Non-investment grade
                 investments are financial
                 instruments rated Ba or lower by a
                 Moody's Investors Services, Inc. or
                 equivalently rated by Standard
                 Poor's Corporation, or Fitch, or, if
                 unrated, determined by the
                 subadviser to be of comparable
                 quality.
    ------------------------------------------------------------------------
      ASSET      AST Horizon Growth Asset Allocation         Horizon
      ALLOCA     Portfolio: seeks the highest           Investments, LLC
      TION       potential total return consistent
                 with its specified level of risk
                 tolerance. Under normal
                 circumstances, at least 90% of the
                 Portfolio's assets will be invested
                 in other portfolios of Advanced
                 Series Trust (the underlying
                 portfolios) while no more than 10%
                 of the Portfolio's assets may be
                 invested in exchange traded funds
                 (ETFs). Under normal market
                 conditions, the Portfolio will
                 devote from 60% to 80% of its net
                 assets to underlying portfolios and
                 ETFs investing primarily in equity
                 securities, and from 20% to 40% of
                 its net assets to underlying
                 portfolios and ETFs investing
                 primarily in debt securities and
                 money market instruments.
    ------------------------------------------------------------------------
      ASSET      AST Horizon Moderate Asset                  Horizon
      ALLOCA     Allocation Portfolio: seeks the        Investments, LLC
      TION       highest potential total return
                 consistent with its specified level
                 of risk tolerance. Under normal
                 circumstances, at least 90% of the
                 Portfolio's assets will be invested
                 in other portfolios of Advanced
                 Series Trust (the underlying
                 portfolios) while no more than 10%
                 of the Portfolio's assets may be
                 invested in exchange traded funds
                 (ETFs). Under normal market
                 conditions, the Portfolio will
                 devote from 40% to 60% of its net
                 assets to underlying portfolios and
                 ETFs investing primarily in equity
                 securities, and from 40% to 60% of
                 its net assets to underlying
                 portfolios and ETFs investing
                 primarily in debt securities and
                 money market instruments.
    ------------------------------------------------------------------------
      INTER      AST International Growth Portfolio:     Marsico Capital
     NATIONAL    seeks long-term capital growth.        Management, LLC;
     EQUITY      Under normal circumstances, the         William Blair &
                 Portfolio invests at least 80% of        Company, LLC
                 the value of its assets in
                 securities of issuers that are
                 economically tied to countries other
                 than the United States. Although the
                 Portfolio intends to invest at least
                 80% of its assets in the securities
                 of issuers located outside the
                 United States, it may at times
                 invest in U.S. issuers and it may
                 invest all of its assets in fewer
                 than five countries or even a single
                 country. The Portfolio looks
                 primarily for stocks of companies
                 whose earnings are growing at a
                 faster rate than other companies or
                 which offer attractive growth.
    ------------------------------------------------------------------------
      INTER      AST International Value Portfolio:         LSV Asset
     NATIONAL    seeks long-term capital                   Management;
     EQUITY      appreciation. The Portfolio normally       Thornburg
                 invests at least 80% of the               Investment
                 Portfolio's assets in equity           Management, Inc.
                 securities. The Portfolio will
                 invest at least 65% of its net
                 assets in the equity securities of
                 companies in at least three
                 different countries, without limit
                 as to the amount of assets that may
                 be invested in a single country.
    ------------------------------------------------------------------------
      FIXED      AST Investment Grade Bond Portfolio:      Prudential
     INCOME      seeks the highest potential total         Investment
                 return consistent with its specified   Management, Inc.
                 level of risk tolerance to meet the
                 parameters established to support
                 the Highest Daily Lifetime Seven
                 benefits and maintain liquidity to
                 support changes in market conditions
                 for a fixed duration (weighted
                 average maturity) of about 6 years.
                 Please note that you may not make
                 purchase payments to this Portfolio,
                 and that this Portfolio is available
                 only with certain living benefits.
    ------------------------------------------------------------------------
      INTER      AST JPMorgan International Equity         J.P. Morgan
     NATIONAL    Portfolio: seeks long-term capital        Investment
     EQUITY      growth by investing in a diversified   Management, Inc.
                 portfolio of international equity
                 securities. The Portfolio seeks to
                 meet its objective by investing,
                 under normal market conditions, at
                 least 80% of its assets in a
                 diversified portfolio of equity
                 securities of companies located or
                 operating in developed non-U.S.
                 countries and emerging markets of
                 the world. The equity securities
                 will ordinarily be traded on a
                 recognized foreign securities
                 exchange or traded in a foreign
                 over-the-counter market in the
                 country where the issuer is
                 principally based, but may also be
                 traded in other countries including
                 the United States.
    ------------------------------------------------------------------------


                                      32




   -------------------------------------------------------------------------
     STYLE/        INVESTMENT OBJECTIVES/POLICIES           PORTFOLIO
     TYPE                                                   ADVISOR/
                                                           SUB-ADVISOR
   -------------------------------------------------------------------------
     LARGE      AST Large-Cap Value Portfolio: seeks      Dreman Value
      CAP       current income and long-term growth        Management
     VALUE      of income, as well as capital             L.L.C.; Eaton
                appreciation. The Portfolio invests,          Vance
                under normal circumstances, at least       Management;
                80% of its net assets in common         Hotchkis and Wiley
                stocks of large capitalization               Capital
                companies. Large capitalization          Management LLC
                companies are those companies with
                market capitalizations within the
                market capitalization range of the
                Russell 1000 Value Index.
   -------------------------------------------------------------------------
     FIXED      AST Lord Abbett Bond-Debenture          Lord, Abbett & Co.
    INCOME      Portfolio: seeks high current income           LLC
                and the opportunity for capital
                appreciation to produce a high total
                return. The Portfolio invests, under
                normal circumstances, at least 80%
                of the value of its assets in fixed
                income securities. The Portfolio
                allocates its assets principally
                among fixed income securities in
                four market sectors: U.S. investment
                grade securities, U.S. high yield
                securities, foreign securities
                (including emerging market
                securities) and convertible
                securities. Under normal
                circumstances, the Portfolio invests
                in each of the four sectors
                described above. However, the
                Portfolio may invest substantially
                all of its assets in any one sector
                at any time, subject to the
                limitation that at least 20% of the
                Portfolio's net assets must be
                invested in any combination of
                investment grade debt securities,
                U.S. Government securities and cash
                equivalents. The Portfolio may 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. 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
                maturity restrictions on the overall
                Portfolio or on individual
                securities. The Portfolio may invest
                up to 20% of its net assets in
                equity securities. The Portfolio may
                invest up to 20% of its net assets
                in foreign securities.
   -------------------------------------------------------------------------
     LARGE      AST Marsico Capital Growth               Marsico Capital
      CAP       Portfolio: seeks capital growth.         Management, LLC
    GROWTH      Income realization is not an
                investment objective and any income
                realized on the Portfolio's
                investments, therefore, will be
                incidental to the Portfolio's
                objective. The Portfolio will pursue
                its objective by investing primarily
                in common stocks of large companies
                that are selected for their growth
                potential. Large capitalization
                companies are companies with market
                capitalizations within the market
                capitalization range of the Russell
                1000 Growth Index. In selecting
                investments for the Portfolio, the
                subadviser uses an approach that
                combines "top down" macroeconomic
                analysis with "bottom up" stock
                selection. The "top down" approach
                identifies sectors, industries and
                companies that may benefit from the
                trends the subadviser has observed.
                The subadviser then looks for
                individual companies with earnings
                growth potential that may not be
                recognized by the market at large,
                utilizing a "bottom up" stock
                selection process. The Portfolio
                will normally hold a core position
                of between 35 and 50 common stocks.
                The Portfolio may hold a limited
                number of additional common stocks
                at times when the Portfolio manager
                is accumulating new positions,
                phasing out existing or responding
                to exceptional market conditions.
   -------------------------------------------------------------------------
     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 may invest
                in the securities of U.S. and
                foreign issuers (including issuers
                in emerging market countries). While
                the portfolio may invest its assets
                in companies of any size, the
                Portfolio generally focuses on
                companies with relatively large
                market capitalizations 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.
                The subadviser uses a "bottom up" as
                opposed to a "top down" investment
                style in managing the Portfolio.
   -------------------------------------------------------------------------


                                      33




   --------------------------------------------------------------------------
     STYLE/        INVESTMENT OBJECTIVES/POLICIES           PORTFOLIO
     TYPE                                                   ADVISOR/
                                                           SUB-ADVISOR
   --------------------------------------------------------------------------
    MID CAP     AST Mid-Cap Value Portfolio: seeks      EARNEST Partners
     VALUE      to provide capital growth by               LLC; WEDGE
                investing primarily in                       Capital
                mid-capitalization stocks that           Management, LLP
                appear to be undervalued. The
                Portfolio generally invests, under
                normal circumstances, at least 80%
                of the value of its net assets in
                mid- capitalization companies.
                Mid-capitalization companies are
                generally those that have market
                capitalizations, at the time of
                purchase, within the market
                capitalization range of companies
                included in the Russell Midcap Value
                Index during the previous 12-months
                based on month-end data.
   --------------------------------------------------------------------------
     FIXED      AST Money Market Portfolio: seeks          Prudential
    INCOME      high current income while                  Investment
                maintaining high levels of              Management, Inc.
                liquidity. The Portfolio invests in
                high-quality, short-term, U.S.
                dollar denominated corporate, bank
                and government obligations. The
                Portfolio will invest in securities
                which have effective maturities of
                not more than 397 days.
   --------------------------------------------------------------------------
    MID CAP     AST Neuberger Berman Mid-Cap Growth     Neuberger Berman
    GROWTH      Portfolio: seeks capital growth.         Management LLC
                Under normal market conditions, the
                Portfolio invests at least 80% of
                its net assets in the common stocks
                of mid-capitalization companies.
                Mid-capitalization companies are
                those companies whose market
                capitalization is within the range
                of market capitalizations of
                companies in the Russell Midcap(R)
                Growth Index. Using fundamental
                research and quantitative analysis,
                the subadviser looks for
                fast-growing companies that are in
                new or rapidly evolving industries.
                The Portfolio may invest in foreign
                securities (including emerging
                markets securities).
   --------------------------------------------------------------------------
    MID CAP     AST Neuberger Berman/LSV Mid-Cap            LSV Asset
     VALUE      Value Portfolio (formerly known as         Management;
                AST Neuberger Berman Mid-Cap Value      Neuberger Berman
                Portfolio): seeks capital growth.        Management LLC
                Under normal market conditions, the
                Portfolio invests at least 80% of
                its net assets in the common stocks
                of medium capitalization companies.
                For purposes of the Portfolio,
                companies with market
                capitalizations that fall within the
                range of the Russell Midcap(R) Index
                at the time of investment are
                considered medium capitalization
                companies. Some of the Portfolio's
                assets may be invested in the
                securities of large-cap companies as
                well as in small-cap companies.
                Under the Portfolio's value-oriented
                investment approach, the subadviser
                looks for well-managed companies
                whose stock prices are undervalued
                and that may rise in price before
                other investors realize their worth.
   --------------------------------------------------------------------------
     SMALL      AST Neuberger Berman Small-Cap          Neuberger Berman
      CAP       Growth Portfolio: seeks maximum          Management LLC
    GROWTH      growth of investors' capital from a
                portfolio of growth stocks of
                smaller companies. The Portfolio
                pursues its objective, under normal
                circumstances, by primarily
                investing at least 80% of its total
                assets in the equity securities of
                small-sized companies included in
                the Russell 2000 Growth(R) Index.
   --------------------------------------------------------------------------
     ASSET      AST Niemann Capital Growth Asset         Neimann Capital
     ALLOCA     Allocation Portfolio: seeks the          Management Inc.
     TION       highest potential total return
                consistent with its specified level
                of risk tolerance. Under normal
                circumstances, at least 90% of the
                Portfolio's assets will be invested
                in other portfolios of Advanced
                Series Trust (the underlying
                portfolios) while no more than 10%
                of the Portfolio's assets may be
                invested in exchange traded funds
                (ETFs). Under normal market
                conditions, the Portfolio will
                devote from 60% to 80% of its net
                assets to underlying portfolios and
                ETFs investing primarily in equity
                securities, and from 20% to 40% of
                its net assets to underlying
                portfolios and ETFs investing
                primarily in debt securities and
                money market instruments.
   --------------------------------------------------------------------------
     INTER      AST Parametric Emerging Markets        Parametric Portfolio
    NATIONAL    Equity Portfolio: seeks long-term        Associates LLC
    EQUITY      capital appreciation. The Portfolio
                normally invests at least 80% of its
                net assets in equity securities
                traded on the equity markets of
                emerging market countries, which are
                those considered to be developing.
                Emerging markets countries include
                countries in Asia, Latin America,
                the Middle East, Southern Europe,
                Eastern Europe, Africa and the
                region formerly comprising the
                Soviet Union. A company will be
                considered to be located in an
                emerging market country if it is
                domiciled in or derives more that
                50% of its revenues or profits from
                emerging market countries. The
                Portfolio seeks to employ a
                top-down, disciplined and structured
                investment process that emphasizes
                broad exposure and diversification
                among emerging market countries,
                economic sectors and issuers.
   --------------------------------------------------------------------------


                                      34




    ------------------------------------------------------------------------
     STYLE/       INVESTMENT OBJECTIVES/POLICIES           PORTFOLIO
     TYPE                                                   ADVISOR/
                                                          SUB-ADVISOR
    ------------------------------------------------------------------------
     FIXED     AST PIMCO Limited Maturity Bond         Pacific Investment
     INCOME    Portfolio: seeks to maximize total          Management
               return consistent with preservation        Company LLC
               of capital and prudent investment            (PIMCO)
               management. The Portfolio will
               invest, under normal circumstances,
               at least 80% of the value of its net
               assets in fixed- income investment
               instruments of varying maturities
               which may be represented by forwards
               or derivatives such as options,
               futures contracts, or swap
               agreements.
    ------------------------------------------------------------------------
     FIXED     AST PIMCO Total Return Bond             Pacific Investment
     INCOME    Portfolio: seeks to maximize total          Management
               return consistent with preservation        Company LLC
               of capital and prudent investment            (PIMCO)
               management. The Portfolio will
               invest, under normal circumstances,
               at least 80% of the value of its net
               assets in fixed income investments,
               which may be represented by forwards
               or derivatives such as options,
               futures contracts, or swap
               agreements.
    ------------------------------------------------------------------------
     ASSET     AST Preservation Asset Allocation           Prudential
     ALLOCA    Portfolio: seeks to obtain total         Investments LLC;
     TION      return consistent with its specified       Quantitative
               level of risk. The Portfolio                Management
               primarily invests its assets in a         Associates LLC
               diversified portfolio of other
               mutual funds, the underlying
               portfolios, of the Advanced Series
               Trust and certain affiliated money
               market funds. Under normal market
               conditions, the Portfolio will
               devote approximately 35% of its net
               assets to underlying portfolios
               investing primarily in equity
               securities (with a range of 27.5% to
               42.5%), and 65% of its net assets to
               underlying portfolios investing
               primarily in debt securities and
               money market instruments (with a
               range of 57.5% to 72.5%. The
               Portfolio is not limited to
               investing exclusively in shares of
               the underlying portfolios and may
               invest in securities and futures
               contracts, swap agreements and other
               financial and derivative instruments.
    ------------------------------------------------------------------------
     LARGE     AST QMA US Equity Portfolio: seeks         Quantitative
      CAP      long term capital appreciation. The         Management
     BLEND     portfolio utilizes a long/short           Associates LLC
               investment strategy and will
               normally invest at least 80% of its
               net assets plus borrowings in equity
               and equity related securities of US
               issuers. The benchmark index is the
               Russell 1000(R) which is comprised
               of stocks representing more than 90%
               of the market cap of the US market
               and includes the largest 1000
               securities in the Russell 3000(R)
               index.
    ------------------------------------------------------------------------
     ASSET     AST Schroders Multi-Asset World              Schroder
     ALLOCA    Strategies (formerly known as AST           Investment
     TION      American Century Strategic               Management North
               Allocation Portfolio): seeks               America Inc.
               long-term capital appreciation
               through a global flexible asset
               allocation approach. This asset
               allocation approach entails
               investing in traditional asset
               classes, such as equity and
               fixed-income investments, and
               alternative asset classes, such as
               investments in real estate,
               commodities, currencies, private
               equity, and absolute return
               strategies. The sub-advisor seeks to
               emphasize the management of risk and
               volatility. Exposure to different
               asset classes and investment
               strategies will vary over time based
               upon the sub advisor's assessments
               of changing market, economic,
               financial and political factors and
               events.
    ------------------------------------------------------------------------
     SMALL     AST Small-Cap Growth Portfolio:            Eagle Asset
      CAP      seeks long-term capital growth. The      Management, Inc.
     GROWTH    Portfolio pursues its objective by
               investing, under normal
               circumstances, at least 80% of the
               value of its assets in
               small-capitalization companies.
               Small-capitalization companies are
               those companies with a market
               capitalization, at the time of
               purchase, no larger than the largest
               capitalized company included in the
               Russell 2000(R) Index at the time of
               the Portfolio's investment.
    ------------------------------------------------------------------------
     SMALL     AST Small-Cap Value Portfolio: seeks       ClearBridge
      CAP      to provide long-term capital growth       Advisors, LLC;
     VALUE     by investing primarily in                  Dreman Value
               small-capitalization stocks that            Management
               appear to be undervalued. The           L.L.C.; J.P. Morgan
               Portfolio invests, under normal             Investment
               circumstances, at least 80% of the      Management, Inc.;
               value of its net assets in small            Lee Munder
               capitalization stocks. Small             Investments, Ltd
               capitalization stocks are the stocks
               of companies with market
               capitalization that are within the
               market capitalization range of the
               Russell 2000(R) Value Index.
    ------------------------------------------------------------------------


                                      35




   --------------------------------------------------------------------------
     STYLE/         INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
      TYPE                                                   ADVISOR/
                                                           SUB-ADVISOR
   --------------------------------------------------------------------------
     ASSET       AST T. Rowe Price Asset Allocation       T. Rowe Price
     ALLOCA      Portfolio: seeks a high level of        Associates, Inc.
      TION       total return by investing primarily
                 in a diversified portfolio of equity
                 and fixed income securities. The
                 Portfolio normally invests
                 approximately 60% of its total
                 assets in equity securities and 40%
                 in fixed income securities. This mix
                 may vary depending on the
                 subadviser's outlook for the
                 markets. The subadviser concentrates
                 common stock investments in larger,
                 more established companies, but the
                 Portfolio may include small and
                 medium-sized companies with good
                 growth prospects. The fixed income
                 portion of the Portfolio will be
                 allocated among investment grade
                 securities, high yield or "junk"
                 bonds, emerging market securities,
                 foreign high quality debt securities
                 and cash reserves.
   --------------------------------------------------------------------------
     FIXED       AST T. Rowe Price Global Bond            T. Rowe Price
     INCOME      Portfolio: seeks to provide high       International, Inc.
                 current income and capital growth by
                 investing in high-quality foreign
                 and U.S. dollar-denominated bonds.
                 The Portfolio will invest at least
                 80% of its total assets in fixed
                 income securities. The Portfolio
                 invests in all types of bonds,
                 including those issued or guaranteed
                 by U.S. or foreign governments or
                 their agencies and by foreign
                 authorities, provinces and
                 municipalities as well as investment
                 grade corporate bonds, mortgage and
                 asset-backed securities, and
                 high-yield bonds of U.S. and foreign
                 issuers. The Portfolio generally
                 invests in countries where the
                 combination of fixed-income returns
                 and currency exchange rates appears
                 attractive, or, if the currency
                 trend is unfavorable, where the
                 subadviser believes that the
                 currency risk can be minimized
                 through hedging. The Portfolio may
                 also invest up to 20% of its assets
                 in the aggregate in below
                 investment-grade, high-risk bonds
                 ("junk bonds") and emerging market
                 bonds. In addition, the Portfolio
                 may invest up to 30% of its assets
                 in mortgage-related (including
                 mortgage dollar rolls and
                 derivatives, such as collateralized
                 mortgage obligations and stripped
                 mortgage securities) and asset-
                 backed securities. The Portfolio may
                 invest in futures, swaps and other
                 derivatives in keeping with its
                 objective.
   --------------------------------------------------------------------------
     LARGE       AST T. Rowe Price Large-Cap Growth       T. Rowe Price
      CAP        Portfolio: seeks long-term growth of    Associates, Inc.
     GROWTH      capital by investing predominantly
                 in the equity securities of a
                 limited number of large, carefully
                 selected, high-quality U.S.
                 companies that are judged likely to
                 achieve superior earnings growth.
                 The Portfolio takes a growth
                 approach to investment selection and
                 normally invests at least 80% of its
                 net assets in the common stocks of
                 large companies. Large companies are
                 defined as those whose market cap is
                 larger than the median market cap of
                 companies in the Russell 1000 Growth
                 Index as of the time of purchase.
   --------------------------------------------------------------------------
    SPECIALTY    AST T. Rowe Price Natural Resources      T. Rowe Price
                 Portfolio: seeks long-term capital      Associates, Inc.
                 growth primarily through invest in
                 the common stocks of companies that
                 own or develop natural resources
                 (such as energy products, precious
                 metals and forest products) and
                 other basic commodities. The
                 Portfolio invests, under normal
                 circumstances, at least 80% of the
                 value of its assets in natural
                 resource companies. The Portfolio
                 may also invest in non-resource
                 companies with the potential for
                 growth. The Portfolio looks for
                 companies that have the ability to
                 expand production, to maintain
                 superior exploration programs and
                 production facilities, and the
                 potential to accumulate new
                 resources. Although at least 50% of
                 Portfolio assets will be invested in
                 U.S. securities, up to 50% of total
                 assets also may be invested in
                 foreign securities.
   --------------------------------------------------------------------------
     ASSET       AST UBS Dynamic Alpha Portfolio:        UBS Global Asset
     ALLOCA      seeks to maximize total return,            Management
      TION       consisting of capital appreciation      (Americas) Inc.
                 and current income. The Portfolio
                 invests in securities and financial
                 instruments to gain exposure to
                 global equity, global fixed income
                 and cash equivalent markets,
                 including global currencies. The
                 Portfolio may invest in equity and
                 fixed income securities of issuers
                 located within and outside the
                 United States or in open-end
                 investment companies advised by UBS
                 Global Asset Management (Americas)
                 Inc., the Portfolio's subadviser, to
                 gain exposure to certain global
                 equity and global fixed income
                 markets.
   --------------------------------------------------------------------------
     FIXED       AST Western Asset Core Plus Bond         Western Asset
     INCOME      Portfolio: seeks to maximize total         Management
                 return, consistent with prudent             Company
                 investment management and liquidity
                 needs, by investing to obtain its
                 average specified duration. The
                 Portfolio's current target average
                 duration is generally 2.5 to 7
                 years. The Portfolio pursues this
                 objective by investing in all major
                 fixed income sectors with a bias
                 towards non-Treasuries.
   --------------------------------------------------------------------------


                                      36




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


                                      37




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


                                      38




  ----------------------------------------------------------------------------
    STYLE/         INVESTMENT OBJECTIVES/POLICIES            PORTFOLIO
     TYPE                                                    ADVISOR/
                                                            SUB-ADVISOR
  ----------------------------------------------------------------------------
   SPECIALTY    The Dow(R) DART 10 Portfolio: seeks     First Trust Advisors
                to provide above-average total                 L.P.
                return. The Portfolio seeks to
                achieve its objective by investing
                in common stocks issued by companies
                that are expected to provide income
                and to have the potential for
                capital appreciation. The Portfolio
                invests primarily in the common
                stocks of the ten companies in the
                DJIA that have the highest combined
                dividend yields and buyback ratios
                on or about the applicable stock
                selection date. Each security is
                initially equally weighted in the
                portfolio.
  ----------------------------------------------------------------------------
   SPECIALTY    Value Line(R) Target 25 Portfolio:      First Trust Advisors
                seeks to provide above-average                 L.P.
                capital appreciation. The Portfolio
                seeks to achieve its objective by
                investing in 25 of the 100 common
                stocks that Value Line(R) gives a #1
                ranking for Timelines/tm/ which have
                recently exhibited certain positive
                financial attributes. Value Line(R)
                ranks approximately 1,700 stocks of
                which 100 are given their #1 ranking
                for Timeliness(TM) which measures
                Value Line's view of their probable
                price performance during the next
                six to 12 months relative to the
                others. Beginning with the 100
                stocks that Value Line(R) ranks #1
                for Timeliness(TM), on or about the
                applicable stock selection date, the
                Portfolio selects twenty five stocks
                based on a multi-factor model. A
                modified market capitalization
                approach is used to weight each
                security in the portfolio.
  ----------------------------------------------------------------------------
                    FRANKLIN TEMPLETON VARIABLE
                      INSURANCE PRODUCTS TRUST
  ----------------------------------------------------------------------------
   MODERATE     Franklin Templeton VIP Founding         Franklin Templeton
    ALLOCA      Funds Allocation Fund: Seeks capital       Services, LLC
     TION       appreciation, with income as a
                secondary goal. The Fund normally
                invests equal portions in Class 1
                shares of Franklin Income Securities
                Fund; Mutual Shares Securities Fund;
                and Templeton Growth Securities Fund.
  ----------------------------------------------------------------------------
                NATIONWIDE VARIABLE INSURANCE TRUST
  ----------------------------------------------------------------------------
     INTER      Gartmore NVIT Developing Markets          Nationwide Fund
   NATIONAL     Fund: seeks long-term capital            Advisors/Gartmore
    EQUITY      appreciation, under normal                Global Partners
                conditions by investing at least 80%
                of the value of its net assets in
                equity securities of companies of
                any size based in the world's
                developing market countries. The
                Fund typically maintains investments
                in at least six countries at all
                times with no more than 35% of the
                value of its net assets invested in
                securities of any one country.
  ----------------------------------------------------------------------------
                             PROFUND VP
  ----------------------------------------------------------------------------
   Each ProFund VP portfolio described below pursues an investment strategy
   that seeks to provide daily investment results, before fees and expenses,
   that match a widely followed index, increased by a specified factor
   relative to the index, or that match the inverse of the index or the
   inverse of the index multiplied by a specified factor. The investment
   strategy of some of the portfolios may magnify (both positively and
   negatively) the daily investment results of the applicable index. It is
   recommended that only those Annuity Owners who engage a financial advisor
   to allocate their account value using a strategic or tactical asset
   allocation strategy invest in these portfolios. The Portfolios are
   arranged based on the index on which its investment strategy is based.
  ----------------------------------------------------------------------------
   SPECIALTY    ProFund VP Bull: seeks daily             ProFund Advisors
                investment results, before fees and             LLC
                expenses, that correspond to the
                daily performance of the S&P 500(R)
                Index.
  ----------------------------------------------------------------------------
   SPECIALTY    ProFund VP Bear: seeks daily             ProFund Advisors
                investment results, before fees and             LLC
                expenses, that correspond to the
                inverse (opposite) of the daily
                performance of the S&P 500(R) Index.
                If ProFund VP Bear is successful in
                meeting its objective, its net asset
                value should gain approximately the
                same amount, on a percentage basis,
                as any decrease in the S&P 500(R)
                Index when the Index declines on a
                given day. Conversely, its net asset
                value should lose approximately the
                same amount, on a percentage basis,
                as any increase in the Index when
                the Index rises on a given day.
  ----------------------------------------------------------------------------
   SPECIALTY    ProFund VP UltraBull: seeks daily        ProFund Advisors
                investment results, before fees and             LLC
                expenses, that correspond to twice
                (200%) the daily performance of the
                S&P 500(R) Index. If ProFund VP
                UltraBull is successful in meeting
                its objective, its net asset value
                should gain approximately twice as
                much, on a percentage basis, as the
                S&P 500(R) Index when the Index
                rises on a given day. Conversely,
                its net asset value should lose
                approximately twice as much, on a
                percentage basis, as the Index when
                the Index declines on a given day.
  ----------------------------------------------------------------------------


                                      39




    --------------------------------------------------------------------------
      STYLE/          INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
       TYPE                                                   ADVISOR/
                                                             SUB-ADVISOR
    --------------------------------------------------------------------------
     The S&P 500(R) Index is a measure of large-cap U.S. stock market
     performance. It is a float-adjusted market capitalization weighted
     index of 500 U.S. operating companies and REITS selected by an S&P
     U.S. Index Committee through a non-mechanical process that factors
     criteria such as liquidity, price, market capitalization and
     financial viability. Reconstitution occurs both on a quarterly and
     ongoing basis.
    --------------------------------------------------------------------------
     SPECIALTY     ProFund VP NASDAQ-100 (formerly         ProFund Advisors
                   known as ProFund VP OTC): seeks               LLC
                   daily investment results, before
                   fees and expenses, that correspond
                   to the daily performance of the
                   NASDAQ-100 Index(R).
    --------------------------------------------------------------------------
     SPECIALTY     ProFund VP Short NASDAQ-100             ProFund Advisors
                   (formerly known as ProFund VP Short           LLC
                   OTC): seeks daily investment
                   results, before fees and expenses,
                   that correspond to the inverse
                   (opposite) of the daily performance
                   of the NASDAQ-100 Index(R). If
                   ProFund VP Short OTC is successful
                   in meeting its objective, its net
                   asset value should gain
                   approximately the same amount, on a
                   percentage basis, as any decrease in
                   the NASDAQ-100 Index(R) when the
                   Index declines on a given day.
                   Conversely, its net asset value
                   should lose approximately the same
                   amount, on a percentage basis, as
                   any increase in the Index when the
                   Index rises on a given day.
    --------------------------------------------------------------------------
     SPECIALTY     ProFund VP UltraNASDAQ-100 (formerly    ProFund Advisors
                   known as ProFund VP UltraOTC): seeks          LLC
                   daily investment results, before
                   fees and expenses, that correspond
                   to twice (200%) the daily
                   performance of the NASDAQ-100
                   Index(R). If ProFund VP UltraOTC is
                   successful in meeting its objective,
                   its net asset value should gain
                   approximately twice as much, on a
                   percentage basis, as the NASDAQ-100
                   Index(R) when the Index rises on a
                   given day. Conversely, its net asset
                   value should lose approximately
                   twice as much, on a percentage
                   basis, as the Index when the Index
                   declines on a given day.
    --------------------------------------------------------------------------
     The NASDAQ-100 Index(R) includes 100 of the largest non-financial
     domestic and international issues listed on the NASDAQ Stock Market.
     To be eligible for inclusion companies cannot be in bankruptcy
     proceedings and must meet certain additional criteria including
     minimum trading volume and "seasoning" requirements. The Index is
     calculated under a modified capitalization-weighted methodology.
     Reconstitution and rebalancing occurs on an annual, quarterly and
     ongoing basis.
    --------------------------------------------------------------------------
     SPECIALTY     ProFund VP UltraSmall-Cap: seeks        ProFund Advisors
                   daily investment results, before              LLC
                   fees and expenses, that correspond
                   to twice (200%) the daily
                   performance of the Russell 2000(R)
                   Index. If ProFund VP UltraSmall-Cap
                   is successful in meeting its
                   objective, its net asset value
                   should gain approximately twice as
                   much, on a percentage basis, as the
                   Russell 2000 Index(R) when the Index
                   rises on a given day. Conversely,
                   its net asset value should lose
                   approximately twice as much, on a
                   percentage basis, as the Index when
                   the Index declines on a given day.
    --------------------------------------------------------------------------
     SPECIALTY     ProFund VP Short Small-Cap: seeks       ProFund Advisors
                   daily investment results, before              LLC
                   fees and expenses, that correspond
                   to the inverse (opposite) of the
                   daily performance of the Russell
                   2000(R) Index. If ProFund VP Short
                   Small-Cap is successful in meeting
                   its objective, its net asset value
                   should gain approximately the same
                   amount, on a percentage basis, as
                   any decrease in the Russell 2000
                   Index when the Index declines on a
                   given day. Conversely, its net asset
                   value should lose approximately the
                   same amount, on a percentage basis,
                   as any increase in the Index when
                   the Index rises on a given day.
    --------------------------------------------------------------------------
     The Russell 2000 Index is a measure of small-cap U.S. stock market
     performance. It is an adjusted market capitalization weighted index
     containing approximately 2000 of the smallest companies in the
     Russell 3000 Index or approximately 8% of the total market
     capitalization of the Russell 3000 Index, which in turn represents
     approximately 98% of the investable U.S. equity market. All U.S.
     companies listed on the NYSE, AMEX or NASDAQ meeting an initial
     minimum ($1) price are considered for inclusion. Reconstitution
     occurs annually. Securities are not replaced if they leave the index,
     however, new issue securities meeting other membership requirements
     may be added on a quarterly basis.
    --------------------------------------------------------------------------
     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.
    --------------------------------------------------------------------------


                                      40




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


                                      41




    --------------------------------------------------------------------------
      STYLE/          INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
       TYPE                                                   ADVISOR/
                                                             SUB-ADVISOR
    --------------------------------------------------------------------------
     The S&P 500/Citigroup Growth Index is designed to provide a
     comprehensive measure of large-cap U.S. equity "growth"
     performance. It is an unmanaged float adjusted market
     capitalization weighted index comprised of stocks representing
     approximately half the market capitalization of the S&P 500 Index
     that have been identified as being on the growth end of the
     growth-value spectrum.
    --------------------------------------------------------------------------
     MID CAP       ProFund VP Mid-Cap Value: seeks         ProFund Advisors
      VALUE        daily investment results, before              LLC
                   fees and expenses, that correspond
                   to the daily performance of the S&P
                   MidCap 400/Citigroup Value Index(R).
                   The S&P MidCap 400/Citigroup Value
                   Index is designed to provide a
                   comprehensive measure of mid-cap
                   U.S. equity "value" performance. It
                   is an unmanaged float adjusted
                   market capitalization weighted index
                   comprised of stocks representing
                   approximately half the market
                   capitalization of the S&P MidCap 400
                   Index that have been identified as
                   being on the value end of the
                   growth-value spectrum.
    --------------------------------------------------------------------------
     MID CAP       ProFund VP Mid-Cap Growth: seeks        ProFund Advisors
      GROWTH       daily investment results, before              LLC
                   fees and expenses, that correspond
                   to the daily performance of the S&P
                   MidCap 400/Citigroup Growth
                   Index(R). The S&P MidCap
                   400/Citigroup Growth Index is
                   designed to provide a comprehensive
                   measure of mid-cap U.S. equity
                   "growth" performance. It is an
                   unmanaged float adjusted market
                   capitalization weighted index
                   comprised of stocks representing
                   approximately half the market
                   capitalization of the S&P MidCap 400
                   Index that have been identified as
                   being on the growth end of the
                   growth-value spectrum.
    --------------------------------------------------------------------------
     The S&P MidCap 400/Citigroup Value Index is designed to provide a
     comprehensive measure of mid-cap U.S. equity "value" performance. It
     is an unmanaged float adjusted market capitalization weighted index
     comprised of stocks representing approximately half the market
     capitalization of the S&P MidCap 400 Index that have been identified
     as being on the value end of the growth-value spectrum.
    --------------------------------------------------------------------------
     SPECIALTY     ProFund VP Asia 30: seeks daily         ProFund Advisors
                   investment results, before fees and           LLC
                   expenses, that correspond to the
                   daily performance of the ProFunds
                   Asia 30 Index. The ProFunds Asia 30
                   Index, created by ProFund Advisors,
                   is composed of 30 companies whose
                   principal offices are located in the
                   Asia/Pacific region, excluding
                   Japan, and whose securities are
                   traded on U.S. exchanges or on the
                   NASDAQ as depository receipts or
                   ordinary shares. The component
                   companies in the ProFunds Asia 30
                   Index are determined annually based
                   upon their U.S. dollar-traded
                   volume. Their relative weights are
                   determined based on the modified
                   market capitalization method.
    --------------------------------------------------------------------------
     SPECIALTY     ProFund VP Europe 30: seeks daily       ProFund Advisors
                   investment results, before fees and           LLC
                   expenses, that correspond to the
                   daily performance of the ProFunds
                   Europe 30 Index. The ProFunds Europe
                   30 Index, created by ProFund
                   Advisors, is composed of companies
                   whose principal offices are located
                   in Europe and whose securities are
                   traded on U.S. exchanges or on the
                   NASDAQ as depositary receipts or
                   ordinary shares. The component
                   companies in the ProFunds Europe 30
                   Index are determined annually based
                   upon their U.S. dollar- traded
                   volume. Their relative weights are
                   determined based on a modified
                   market capitalization method.
    --------------------------------------------------------------------------
     SPECIALTY     ProFund VP Japan: seeks daily           ProFund Advisors
                   investment results, before fees and           LLC
                   expenses, that correspond to the
                   daily performance of the Nikkei 225
                   Stock Average. The Fund determines
                   its success in meeting this
                   investment objective by comparing
                   its daily return on a given day with
                   the daily performance of the
                   dollar-denominated Nikkei 225
                   futures contracts traded in the
                   United States. The Fund seeks to
                   provide a return consistent with an
                   investment in the component equities
                   in the Nikkei 225 Stock Average
                   hedged to U.S. dollars.
    --------------------------------------------------------------------------
     The Nikkei 225 Stock Average ("Nikkei" ) is a modified price-weighted
     index of the 225 most actively traded and liquid Japanese companies
     listed in the First Section of the Tokyo Stock Exchange (TSE). The
     Nikkei is calculated from the prices of the 225 TSE First Section
     stocks selected to represent a broad cross-section of Japanese
     industries and the overall performance of the Japanese equity market.
     Nihon Keizai Shimbun, Inc. is the sponsor of the Index. Companies in
     the Nikkei are reviewed annually. Emphasis is placed on maintaining
     the Index's historical continuity while keeping the Index composed of
     stocks with high market liquidity. The sponsor consults with various
     market experts, considers company specific information and the
     overall composition of the Index.
    --------------------------------------------------------------------------


                                      42




    -----------------------------------------------------------------------
      STYLE/         INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
       TYPE                                                 ADVISOR/
                                                           SUB-ADVISOR
    -----------------------------------------------------------------------
     SPECIALTY    ProFund VP Banks: seeks daily          ProFund Advisors
                  investment results, before fees and          LLC
                  expenses, that correspond to the
                  daily performance of the Dow Jones
                  U.S. Banks Index. The Dow Jones U.S.
                  Banks Index measures the performance
                  of the banking sector of the U.S.
                  equity market. Component companies
                  include regional and major U.S.
                  domiciled banks engaged in a wide
                  range of financial services,
                  including retail banking, loans and
                  money transmissions.
    -----------------------------------------------------------------------
     SPECIALTY    ProFund VP Basic Materials: seeks      ProFund Advisors
                  daily investment results, before             LLC
                  fees and expenses, that correspond
                  to the daily performance of the Dow
                  Jones U.S. Basic Materials Index.
                  The Dow Jones U.S. Basic Materials
                  Index measures the performance of
                  the basic materials industry of the
                  U.S. equity market. Component
                  companies are involved in the
                  production of aluminum, steel, non
                  ferrous metals, commodity chemicals,
                  specialty chemicals, forest
                  products, paper products, as well as
                  the mining of precious metals and
                  coal.
    -----------------------------------------------------------------------
     SPECIALTY    ProFund VP Biotechnology: seeks        ProFund Advisors
                  daily investment results, before             LLC
                  fees and expenses, that correspond
                  to the daily performance of the Dow
                  Jones U.S. Biotechnology Index. The
                  Dow Jones U.S. Biotechnology Index
                  measures the performance of the
                  biotechnology subsector of the U.S.
                  equity market. Component companies
                  engage in research and development
                  of biological substances for drug
                  discovery and diagnostic
                  development. These companies derive
                  most of their revenue from the sale
                  of licensing of drugs and diagnostic
                  tools.
    -----------------------------------------------------------------------
     SPECIALTY    ProFund VP Consumer Goods: seeks       ProFund Advisors
                  daily investment results, before             LLC
                  fees and expenses, that correspond
                  to the daily performance of the Dow
                  Jones U.S. Consumer Goods Index. The
                  Dow Jones U.S. Consumer Goods Index
                  measures the performance of consumer
                  spending in the goods industry of
                  the U.S. equity market. Component
                  companies include automobiles and
                  auto parts and tires, brewers and
                  distillers, farming and fishing,
                  durable and non-durable household
                  product manufacturers, cosmetic
                  companies, food and tobacco
                  products, clothing, accessories and
                  footwear.
    -----------------------------------------------------------------------
     SPECIALTY    ProFund VP Consumer Services: seeks    ProFund Advisors
                  daily investment results, before             LLC
                  fees and expenses, that correspond
                  to the daily performance of the Dow
                  Jones U.S. Consumer Services Index.
                  The Dow Jones U.S. Consumer Services
                  Index measures the performance of
                  consumer spending in the services
                  industry of the U.S. equity market.
                  Component companies include
                  airlines, broadcasting and
                  entertainment, apparel and broadline
                  retailers, food and drug retailers,
                  media agencies, publishing,
                  gambling, hotels, restaurants and
                  bars, and travel and tourism.
    -----------------------------------------------------------------------
     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.
    -----------------------------------------------------------------------


                                      43




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


                                      44




    -----------------------------------------------------------------------
      STYLE/         INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
       TYPE                                                 ADVISOR/
                                                           SUB-ADVISOR
    -----------------------------------------------------------------------
     SPECIALTY    ProFund VP Telecommunications: seeks   ProFund Advisors
                  daily investment results, before             LLC
                  fees and expenses, that correspond
                  to the daily performance of the Dow
                  Jones U.S. Telecommunications Index.
                  The Dow Jones U.S.
                  Telecommunications Index measures
                  the performance of the
                  telecommunications industry of the
                  U.S. equity market. Component
                  companies include fixed-line
                  communications and wireless
                  communications companies.
    -----------------------------------------------------------------------
     SPECIALTY    ProFund VP Utilities: seeks daily      ProFund Advisors
                  investment results, before fees and          LLC
                  expenses, that correspond to the
                  daily performance of the Dow Jones
                  U.S. Utilities Sector Index. The Dow
                  Jones U.S. Utilities Sector Index
                  measures the performance of the
                  utilities industry of the U.S.
                  equity market. Component companies
                  include electric utilities, gas
                  utilities and water utilities.
    -----------------------------------------------------------------------
     SPECIALTY    ProFund VP U.S. Government Plus:       ProFund Advisors
                  seeks daily investment results,              LLC
                  before fees and expenses, that
                  correspond to one and one-quarter
                  times (125%) the daily price
                  movement of the most recently issued
                  30-year U.S. Treasury bond ("Long
                  Bond"). In accordance with its
                  stated objective, the net asset
                  value of ProFund VP U.S. Government
                  Plus generally should decrease as
                  interest rates rise. If ProFund VP
                  U.S. Government Plus is successful
                  in meeting its objective, its net
                  asset value should gain
                  approximately one and one-quarter
                  times (125%) as much, on a
                  percentage basis, as any daily
                  increase in the price of the Long
                  Bond on a given day. Conversely, it
                  value should lose approximately one
                  and one-quarter as much, on a
                  percentage basis, as any daily
                  decrease in the price of the Long
                  Bond on a given day.
    -----------------------------------------------------------------------
     SPECIALTY    ProFund VP Rising Rates Opportunity:   ProFund Advisors
                  seeks daily investment results,              LLC
                  before fees and expenses, that
                  correspond to one and one-quarter
                  times (125%) the inverse (opposite)
                  of the daily price movement of the
                  most recently issued 30-year U.S.
                  Treasury bond ("Long Bond"). In
                  accordance with its stated
                  objective, the net asset value of
                  ProFund VP Rising Rates Opportunity
                  generally should decrease as
                  interest rates fall. If ProFund VP
                  Rising Rates Opportunity is
                  successful in meeting its objective,
                  its net asset value should gain
                  approximately one and one-quarter
                  times as much, on a percentage
                  basis, as any daily decrease in the
                  Long Bond on a given day.
                  Conversely, its net asset value
                  should lose approximately one and
                  one-quarter times as much, on a
                  percentage basis, as any daily
                  increase in the price of the Long
                  Bond on a given day.
    -----------------------------------------------------------------------
     SPECIALTY    Access VP High Yield Fund: seeks to    ProFund Advisors
                  provide investment results that              LLC
                  correspond generally to the total
                  return of the high yield market
                  consistent with maintaining
                  reasonable liquidity. The Fund will
                  achieve its high yield exposure
                  primarily through credit default
                  swaps (CDSs) but may invest in high
                  yield debt instruments ("junk
                  bonds"), interest rate swap
                  agreements and futures contracts,
                  and other debt and money market
                  instruments without limitation,
                  consistent with applicable
                  regulations. Under normal market
                  conditions, the Fund will invest at
                  least 80% of its net assets in CDSs
                  and other financial instruments that
                  in combination have economic
                  characteristics similar to the high
                  yield debt market and/or in high
                  yield debt securities. The Fund
                  seeks to maintain exposure to the
                  high yield bond markets regardless
                  of market conditions and without
                  taking defensive positions in cash
                  or other instruments in anticipation
                  of an adverse climate for the high
                  yield bond markets. ProFund Advisors
                  does not conduct fundamental
                  analysis in managing the Fund.
    -----------------------------------------------------------------------
                       THE PRUDENTIAL SERIES FUND
    -----------------------------------------------------------------------
       INTER      The Prudential Series Fund - SP          Prudential
     NATIONAL     International Growth Portfolio:        Investments LLC;
      EQUITY      Seeks long-term capital                William Blair &
                  appreciation. The Portfolio invests     Company, LLC
                  primarily in stocks of large and
                  medium-sized companies located in
                  countries included in the Morgan
                  Stanley Capital International All
                  Country World Ex-U.S. Index. Under
                  normal market conditions, the
                  portfolio invests at least 80% of
                  its net assets in equity
                  securities. The Portfolio's assets
                  normally will be allocated among not
                  fewer than six different countries
                  and will not concentrate investments
                  in any particular industry. The
                  Portfolio seeks companies that
                  historically have had superior
                  growth, profitability and quality
                  relative to local markets and
                  relative to companies within the
                  same industry worldwide, and that
                  are expected to continue such
                  performance. (see information above
                  regarding limited availability of
                  this option.)
    -----------------------------------------------------------------------


                                      45




      --------------------------------------------------------------------
       STYLE/      INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
       TYPE                                                ADVISOR/
                                                         SUB-ADVISOR
      --------------------------------------------------------------------
                     WELLS FARGO VARIABLE TRUST
      --------------------------------------------------------------------
       LARGE    Wells Fargo Advantage VT Equity        Wells Fargo Funds
       CAP      Income Fund: Seeks long-term capital   Management, LLC,
       VALUE    appreciation and dividend income.          adviser;
                The Portfolio invests principally in    Wells Capital
                equity securities of large-               Management
                capitalization companies, which they    Incorporated,
                define as companies with market          sub-adviser
                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.

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

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

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

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


 WHAT ARE THE FIXED ALLOCATIONS?

 The Fixed Allocations consist of the MVA Fixed Allocations, the DCA Fixed Rate
 Options used with our 6 or 12 Month Dollar Cost Averaging Program ("6 or 12
 Month DCA Program"), the Fixed Allocations used with our dollar-cost averaging
 program, and (with respect to Highest Daily Lifetime Five only), the Benefit
 Fixed Rate Account. We describe the Benefit Fixed Rate Account in the section
 of the Prospectus concerning Highest Daily Lifetime Five. We describe the
 Fixed Allocations used with our dollar cost averaging program outside of the 6
 or 12 month DCA Program in the section entitled "Do You Offer Dollar Cost
 Averaging?"


 MVA Fixed Allocations. We offer MVA Fixed Allocations of different durations
 during the accumulation period. These "MVA Fixed Allocations" earn a
 guaranteed fixed rate of interest for a specified period of time, called the
 "Guarantee Period." In most states, we offer MVA Fixed Allocations with
 Guarantee Periods from 1 to 10 years. We may also offer special purpose MVA
 Fixed Allocations for use with certain optional investment programs. We
 guarantee the fixed rate for the entire Guarantee Period. However, for certain
 MVA Fixed Allocations, 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

                                      46



 Adjustment can either be positive or negative, depending on the movement of
 applicable interest rates. 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 MVA Fixed Allocation at a time.

 MVA Fixed Allocations are not available in Washington, Nevada, North Dakota,
 Maryland and Vermont. Availability of MVA Fixed Allocations is subject to
 change and may differ by state and by the annuity product you purchase. Please
 call Prudential Annuities at 1-800-752-6342 to determine availability of MVA
 Fixed Allocations in your state and for your annuity product. You may not
 allocate Account Value to MVA Fixed Allocations if you have elected the
 following Optional Benefits: Lifetime Five Income Benefit, Spousal Lifetime
 Five Income Benefit, Highest Daily Lifetime Five Income Benefit, Highest Daily
 Lifetime Seven Income Benefit, Spousal Highest Daily Lifetime Seven Income
 Benefit, Highest Daily Value Death Benefit, Highest Daily Lifetime Seven with
 Beneficiary Income Option, Spousal Highest Daily Lifetime Seven with
 Beneficiary Income Option, Highest Daily Lifetime Seven with Lifetime Income
 Accelerator, GRO, GRO Plus, GRO Plus 2008, Highest Daily GRO, Highest Daily
 Lifetime 7 Plus Income Benefit, Spousal Highest Daily Lifetime 7 Plus, Highest
 Daily Lifetime 7 Plus with Beneficiary Income Option, Spousal Highest Daily
 Lifetime 7 Plus with Beneficiary Income Option, and Highest Daily Lifetime 7
 Plus with Lifetime Income Accelerator. The interest rate that we credit to the
 MVA Fixed Allocations may be reduced by an amount that corresponds to the
 asset-based charges assessed against the Sub-accounts.


 No specific fees or expenses are deducted when determining the rate we credit
 to an MVA 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 MVA Fixed Allocations. That is, the existence of those factors
 results in a reduction to the interest rate that we credit under the Fixed
 Allocations. Any CDSC or Tax Charge applies to amounts that are taken from the
 Sub-accounts or the MVA Fixed Allocations.

 DCA Fixed Rate Options. In addition to Fixed Allocations that are subject to a
 Market Value Adjustment, we offer DCA Fixed Rate Options that are used with
 our 6 or 12 Month Dollar Cost Averaging Program ("6 or 12 Month DCA Program"),
 and are not subject to any MVA. Account Value allocated to the DCA Fixed Rate
 Options earns the declared rate of interest while it is transferred over a 6
 month or 12 month period into the Sub-accounts that you have designated.
 Because the interest we credit is applied against a balance that declines as
 transfers are made periodically to the Sub-accounts, you do not earn interest
 on the full amount that you allocated initially to the DCA Fixed Rate Options.
 A dollar cost averaging program does not assure a profit, or protect against a
 loss.


                                      47



                               FEES AND CHARGES

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

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

 WHAT ARE THE CONTRACT FEES AND CHARGES?

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

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

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

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


 Transfer Fee: Currently, you may make twenty (20) free transfers between
 investment options each Annuity Year. We currently charge $10.00 for each
 transfer after the twentieth in each Annuity Year. The fee will never be more
 than $15.00 for each transfer. 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. Similarly,
 transfers made under our 6 or 12 Month Dollar Cost Averaging Program ("6 or 12
 Month DCA Program") and transfers made pursuant to a formula used with an
 optional benefit are not subject to the Transfer Fee and are not counted
 toward the twenty free transfers. We may reduce the number of free transfers
 allowable each Annuity Year (subject to a minimum of eight) without charging a
 Transfer Fee unless you make use of electronic means to transmit your transfer
 requests. We may eliminate the Transfer Fee for transfer requests transmitted
 electronically or through other means that reduce our processing costs. If you
 are enrolled in any program that does not permit transfer requests to be
 transmitted electronically, the Transfer Fee will not be waived.


                                      48



 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 (including any amount in Fixed Allocations), 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. The fee is taken out only from the Sub-accounts.
 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. We pay the
 tax either when purchase payments are received, upon surrender or when the
 Account Value is applied under an annuity option. The tax charge is designed
 to approximate the taxes that we are required to pay and is assessed as a
 percentage of purchase payments, surrender value, or Account Value as
 applicable. The tax charge currently ranges up to 3  1/2%. We reserve the
 right to deduct the charge either at the time the tax is imposed, upon a full
 surrender of the Annuity, or upon annuitization. We may assess a charge
 against the Sub-accounts and the Fixed Allocations equal to any taxes which
 may be imposed upon the separate accounts.

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

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

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

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

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


 Optional Benefits for which we assess a charge: If you elect to purchase
 certain optional benefits, we will deduct an additional charge. For some
 optional benefits, the charge is deducted from your Account Value allocated to
 the Sub-accounts. This charge is included in the daily calculation of the Unit
 Price for each Sub-account. For certain other optional benefits, such as
 Highest Daily Lifetime Seven, the charge is assessed against the Protected
 Withdrawal Value and taken out of the Sub-accounts periodically. Please refer
 to the section entitled "Summary of Contract Fees and Charges" for the list of
 charges for each optional benefit.


                                      49




 Settlement Service Charge: If your beneficiary takes the death benefit under a
 Beneficiary Continuation Option, we deduct a Settlement Service Charge,
 although the Insurance Charge no longer applies. The charge is assessed daily
 against the assets allocated to the Sub-accounts and is equal to an annual
 charge of 1.00% for non-qualified Annuities and 1.40% for qualified Annuities.


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

                                      50



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

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

 Age Restrictions: Unless we agree otherwise and subject to our rules, the
 Owner (or Annuitant if entity owned) must not be older than a maximum issue
 age as of the Issue Date of the Annuity as follows: age 80 for ASAP III, age
 75 for XT6 and age 85 for APEX II and ASL II. If an Annuity is owned jointly,
 the oldest of the Owners must not be older than the maximum issue age on the
 Issue Date. You should consider your need to access your Account Value and
 whether the Annuity's liquidity features will satisfy that need. If you
 purchase a Beneficiary Annuity, the maximum issue age is 70 based on the Key
 Life. 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.

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

 Upon purchase, the Annuity will be issued in the name of the decedent for your
 benefit. You must take required distributions at least annually, which we will
 calculate based on the applicable life expectancy in the year of the
 decedent's death, using Table 1 in IRS Publication 590. These distributions
 are not subject to any CDSC.

 For IRAs and Roth IRAs, distributions must begin by December 31 of the year
 following the year of the decedent's death. If you are the surviving spouse
 beneficiary, distributions may be deferred until the decedent would have
 attained age 70 1/2, however if you choose to defer distributions, you are
 responsible for complying with the distribution requirements under the Code,
 and you must notify us when you would like distributions to begin. For
 additional information regarding the tax considerations applicable to
 beneficiaries of an IRA or Roth IRA, see "Required Distributions Upon Your
 Death for Qualified Annuity Contracts" in the Tax Considerations section of
 this Prospectus. For 2009, the required minimum distribution rules under the
 Code are suspended for IRAs, Roth IRAs and qualified retirement plans.

 For non-qualified Annuities, distributions must begin within one year of the
 decedent's death. For additional information regarding the tax considerations
 applicable to beneficiaries of a non-qualified Annuity see "Required
 Distributions Upon Your Death for Nonqualified Annuity Contracts" in the Tax
 Consideration section of your prospectus.

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

                                      51



 The Worker, Retiree and Employer Recovery Act of 2008 suspended required
 minimum distributions for 2009. For purposes of determining whether your
 withdrawal is subject to the Contingent Deferred Sales Charge, we will
 continue to treat the calculated amount that would have been a required
 minimum distribution if not for the suspension as the amount not subject to
 Contingent Deferred Sales Charge.

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

 Please note the following additional limitations for a Beneficiary Annuity:
..   No additional purchase payments are permitted. You may only make a one-time
    initial Purchase Payment transferred to us directly from another annuity or
    eligible account. You may not make your Purchase Payment as an indirect
    rollover, or combine multiple "Transfer of Assets" or "TOA's" into a single
    contract as part of this "Beneficiary" Annuity.
..   You may not elect any optional living or death benefits. Annuity Rewards is
    not available.
..   You may not annuitize the Annuity; no annuity options are available.

..   You may participate only in the following programs: Auto-Rebalancing,
    Dollar Cost Averaging (but not the 6 or 12 Month Dollar Cost Averaging
    Program), Systematic Withdrawals, and Third Party Investment Advisor.

..   You may not assign or change ownership of the Annuity, and you may not
    change or designate another life upon which distributions are based. A
    "beneficiary annuity" may not be co-owned.
..   If the Annuity is funded by means of transfer from another "Beneficiary
    Annuity" with another company, we require that the sending company or the
    beneficial owner provide certain information in order to ensure that
    applicable required distributions have been made prior to the transfer of
    the contract proceeds to us. We further require appropriate information to
    enable us to accurately determine future distributions from the Annuity.
    Please note we are unable to accept a transfer of another "Beneficiary
    Annuity" where taxes are calculated based on an exclusion amount or an
    exclusion ratio of earnings to original investment. We are also unable to
    accept a transfer of an annuity that has annuitized.
..   The beneficial owner of the Annuity can be an individual, grantor trust,
    or, for an IRA or Roth IRA, a qualified trust. In general, a qualified
    trust (1) must be valid under state law; (2) must be irrevocable or became
    irrevocable by its terms upon the death of the IRA or Roth IRA owner; and
    (3) the beneficiaries of the trust who are beneficiaries with respect to
    the trust's interest in this Annuity must be identifiable from the trust
    instrument and must be individuals. A qualified trust must provide us with
    a list of all beneficiaries to the trust (including contingent and
    remainder beneficiaries with a description of the conditions on their
    entitlement), all of whom must be individuals, as of September 30/th/ of
    the year following the year of death of the IRA or Roth IRA owner, or date
    of Annuity application if later. The trustee must also provide a copy of
    the trust document upon request. If the beneficial owner of the Annuity is
    a grantor trust, distributions must be based on the life expectancy of the
    grantor. If the beneficial owner of the Annuity is a qualified trust,
    distributions must be based on the life expectancy of the oldest
    beneficiary under the trust.
..   If this Beneficiary Annuity is transferred to another company as a tax-free
    exchange with the intention of qualifying as a beneficiary annuity with the
    receiving company, we may require certifications from the receiving company
    that required distributions will be made as required by law.
..   If you are transferring proceeds as beneficiary of an annuity that is owned
    by a decedent, we must receive your transfer request at least 45 days prior
    to your first required distribution. If, for any reason, your transfer
    request impedes our ability to complete your first distribution by the
    required date, we will be unable to accept your transfer request.

 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 independently on behalf of both owners. All
       information and documents that we are required to send you will be sent
       to the first named owner. 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. For Beneficiary Annuities, instead of an Annuitant there is
       a "Key Life" which is used to determine the annual required
       distributions.
   .   Beneficiary: The Beneficiary is the person(s) or entity you name to
       receive the Death Benefit. Your Beneficiary Designation should be the
       exact name of your beneficiary, not only a reference to the
       beneficiary's relationship to you. If you use a 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. For Beneficiary Annuities, instead
       of a Beneficiary, the term "Successor" is used.

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

                                      52



                             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. However, if the Annuity is
 held as a Beneficiary Annuity, the Owner may not be changed and you may not
 designate another Key Life upon which distributions are based. Upon an
 ownership change, any automated investment or withdrawal programs will be
 canceled. The new owner must submit the applicable program enrollment if they
 wish to participate in such a program. Where allowed by law, such changes will
 be subject to our acceptance. Some of the changes we will not accept include,
 but are not limited to:
..   a new Owner subsequent to the death of the Owner or the first of any joint
    Owners to die, except where a spouse Beneficiary has become the Owner as a
    result of an Owner's death;
..   a new Annuitant subsequent to the Annuity Date;
..   for "non-qualified" investments, a new Annuitant prior to the Annuity Date
    if the Annuity is owned by an entity; and
..   a change in Beneficiary if the Owner had previously made the designation
    irrevocable.

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

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

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

 Spousal assumption is only permitted to spouses as defined by federal law.

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

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

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

                                      53



 returned to you may be higher or lower than the Purchase Payment(s) applied
 during the right to cancel period and may be subject to a market value
 adjustment if it was allocated to a MVA Fixed Allocation. However, where
 required by law, we will return your Purchase Payment(s) if they are greater
 than your current Account Value less any federal and state income tax
 withholding. With respect to XT6, if you return your Annuity, we will not
 return any XTra Credits we applied your Annuity based on your purchase
 payments.

 MAY I MAKE ADDITIONAL PURCHASE PAYMENTS?

 Unless we agree otherwise and subject to our rules, the minimum amount that we
 accept as an additional Purchase Payment is $100 unless you participate in our
 Systematic Investment Plan or a periodic Purchase Payment program. purchase
 payments made while you participate in an asset allocation program will be
 allocated in accordance with such benefit. Additional purchase payments may be
 made at any time before the Annuity Date (unless the Annuity is held as a
 Beneficiary Annuity), or prior to the Account Value being reduced to zero.
 purchase payments are not permitted if the Annuity is held as a Beneficiary
 Annuity.


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

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

                                      54



                          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 purchase payments to
 one or more available Sub-accounts or available 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 12, 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, Highest Daily Lifetime Seven, Spousal Highest
 Daily Lifetime Seven, Highest Daily Lifetime 7 Plus, Spousal Highest Daily
 Lifetime 7 Plus 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 MVA Fixed Allocations, the
 Benefit Fixed Rate Account, and the 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

                                      55



 year make a withdrawal of $5,000. The Loyalty Credit that we will apply to
 your Annuity on the fifth Annuity Anniversary is, subject to state
 availability, equal to 2.75% of $15,000 (this represents the $20,000 of
 purchase payments made during the first four

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



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



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

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

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

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

 Examples of Applying Credits

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

                                      56



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

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

 The amount of any XTra Credits applied to your XT6 Annuity Account Value can
 be taken back by Prudential Annuities under certain circumstances:
..   any XTra Credits applied to your Account Value on purchase payments made
    within the 12 months before the Owner's (or Annuitant's if entity owned)
    date of death will be taken back;
..   the amount available under the medically-related surrender portion of the
    Annuity will not include the amount of any XTra Credits payable on purchase
    payments made within 12 months prior to the date of a request under the
    medically-related surrender provision; and
..   if you elect to "free look" your Annuity, the amount returned to you will
    not include the amount of any XTra Credits.

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

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

 ARE THERE RESTRICTIONS OR CHARGES ON TRANSFERS BETWEEN INVESTMENT OPTIONS?

 During the accumulation period you may transfer Account Value between
 investment options subject to the restrictions outlined below. Transfers are
 not subject to taxation on any gain. We may require a minimum of $500 in each
 Sub-account you allocate Account Value to at the time of any allocation or
 transfer. If you request a transfer and, as a result of the transfer, there
 would be less than $500 in the Sub-account, we may transfer the remaining
 Account Value in the Sub-account pro- rata to the other investment options to
 which you transferred. You may not transfer Account Value to any Fixed
 Allocation used with a dollar cost averaging program or any DCA Fixed Rate
 Options. You may only allocate purchase payments to Fixed Allocations used
 with a dollar cost averaging program or the DCA Fixed Rate Options.


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


 Currently, we charge $10.00 for each transfer after the twentieth
 (20/th/) transfer in each Annuity Year. Transfers made as part of a Dollar
 Cost Averaging (including the 6 or 12 Month Dollar Cost Averaging Program),
 Automatic Rebalancing or asset allocation program do not count toward the
 twenty free transfer limit. Renewals or transfers of Account Value from an MVA
 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 $15.00 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.

                                      57



 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 Prudential Annuities as well as other insurance companies that have the
 same underlying mutual fund portfolios available to them. Since some contract
 owners are not subject to the same transfer restrictions, unfavorable
 consequences associated with such frequent trading within the underlying
 mutual fund (e.g., greater portfolio turnover, higher transaction costs, or
 performance or tax issues) may affect all contract owners. Similarly, while
 contracts managed by a Financial Professional or third party investment
 advisor are subject to the restrictions on transfers between investment
 options that are discussed above, if the advisor manages a number of contracts
 in the same fashion unfavorable consequences may be associated with management
 activity since it may involve the movement of a substantial portion of an
 underlying mutual fund's assets which may affect all contract owners invested
 in the affected options. Apart from jurisdiction-specific and contract
 differences in transfer restrictions, we will apply these rules uniformly
 (including contracts managed by a Financial Professional or third party
 investment advisor), and will not waive a transfer restriction for any
 contract owner.

 Although our transfer restrictions are designed to prevent excessive
 transfers, they are not capable of preventing every potential occurrence of
 excessive transfer activity.
 The Portfolios have adopted their own policies and procedures with respect to
 excessive trading of their respective shares, and we reserve the right to
 enforce any such current or future policies and procedures. The prospectuses
 for the Portfolios describe any such policies and procedures, which may be
 more or less restrictive than the policies and procedures we have adopted.
 Under SEC rules, we are required to: (1) enter into a written agreement with
 each Portfolio or its principal underwriter or its transfer agent that
 obligates us to provide to the Portfolio promptly upon request certain
 information about the trading activity of individual contract owners
 (including an Annuity Owner's TIN number), and (2) execute instructions from
 the Portfolio to restrict or prohibit further

                                      58



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

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

 DO YOU OFFER DOLLAR COST AVERAGING?

 Yes. As discussed below, we offer Dollar Cost Averaging programs during the
 accumulation period. In general, Dollar Cost Averaging allows you to
 systematically transfer an amount periodically from one 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 or DCA Fixed Rate Options. 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. We do
 not deduct a charge for participating in a Dollar Cost Averaging program.

 You can Dollar Cost Average from Sub-accounts, the Fixed Allocations or the
 DCA Fixed Rate Options. 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 (except for the DCA Fixed Rate Options).
   .   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 or a DCA Fixed Rate Option, 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. This will reduce the effective rate of
 return on the Fixed Allocation or a DCA Fixed Rate Option over the Guarantee
 Period or the duration of the program, respectively.

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

 Prudential Annuities originally offered specific Fixed Allocations with
 Guarantee Periods of 6 months or 12 months exclusively for use with a Dollar
 Cost Averaging program on the APEX II product. Those 6 month/12 month Fixed
 Allocations were designed to automatically transfer Account Value in either 6
 or 12 payments under a Dollar Cost Averaging program. Dollar Cost Averaging
 transfers commenced on the date the Fixed Allocation was established, and then
 proceeded each month following until the entire principal amount plus earnings
 was transferred. Fixed Allocations could only be established with your initial
 Purchase Payment or additional purchase payments. You could not transfer
 existing Account Value to a Fixed Allocation. We discontinued offering these 6
 and 12 month Fixed Allocations beginning on May 1, 2009.

 Under our current dollar cost averaging program used with Fixed Allocations,
 Account Value allocated to the Fixed Allocations will be transferred to the
 Sub-accounts you choose. 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). Please note that under the 6 or 12
 Month DCA Program (described immediately below), no Market Value Adjustment
 applies.


                                      59




 6 OR 12 MONTH DOLLAR COST AVERAGING PROGRAM (THE "6 OR 12 MONTH DCA PROGRAM")
 The 6 or 12 Month DCA Program is available for contracts issued on and after
 May 1, 2009 (subject to applicable State approval). The program is subject to
 our rules at the time of election and may not be available in conjunction with
 other programs and benefits we make available. We may discontinue, modify or
 amend this program from time to time. Highest Daily Lifetime 7 Plus and
 Spousal Highest Daily Lifetime 7 Plus are the only optional living benefits
 and the Highest Anniversary Value death benefit and the Combination 5% Roll-up
 + HAV death benefit are the only death benefits you may participate in if you
 also participate in the 6 or 12 Month DCA Program, although you do not need to
 select any optional benefit to participate in the program. To participate in
 the 6 or 12 Month DCA Program, you must allocate at least a $2000 Purchase
 Payment to our DCA Fixed Rate Options. These DCA Fixed Rate Options are
 distinct from the Fixed Allocations described immediately above. Most notably,
 transfers out of a DCA Fixed Rate Option are never subject to a Market Value
 Adjustment. Dollar cost averaging does not assure a profit, or protect against
 a loss.

 The key features of this Program are as follows:
   .   You may only allocate purchase payments to these DCA Fixed Rate Options.
       You may not transfer Account Value into this program.
   .   As part of your election to participate in the 6 or 12 Month DCA
       Program, you specify whether the monthly transfers under the 6 or 12
       Month DCA Program are to be made over a 6 month or 12 month period. We
       then set the monthly transfer amount, by dividing the Purchase Payment
       (including any associated credit) you have allocated to the DCA Fixed
       Rate Options by the number of months. For example, if you allocated
       $6000, and selected a 6 month DCA Program, we would transfer $1000 each
       month. We will adjust the monthly transfer amount if, during the
       transfer period, the amount allocated to the DCA Fixed Rate Options is
       reduced (e.g., due to the deduction of the applicable portion of the fee
       for an optional benefit, withdrawals or due to a transfer of Account
       Value out of the DCA Fixed Rate Options initiated by the mathematical
       formula used with Highest Daily Lifetime 7 Plus or Spousal Highest Daily
       Lifetime 7 Plus). In that event, we will re-calculate the amount of each
       remaining transfer by dividing the amount in the DCA Fixed Rate Option
       by the number of remaining transfers. If the recalculated transfer
       amount is below the minimum transfer required by the program, we will
       transfer the remaining amount from the DCA Fixed Rate Option on the next
       scheduled transfer and terminate the program.
   .   Any withdrawals, transfers, or fees deducted from the DCA Fixed Rate
       Options will reduce the DCA Fixed Rate Options on a "last-in, first-out"
       basis. If you have only one 6 or 12 Month DCA Program in operation,
       withdrawals, transfers, or fees may be deducted from the DCA Fixed Rate
       Options associated with that Program. You may, however, have more than
       one 6 or 12 Month DCA Program operating at the same time (so long as any
       such additional 6 or 12 Month DCA Program is of the same duration). For
       example, you may have more than one 6 month DCA Program running, but may
       not have a 6 month Program running simultaneously with a 12 month
       Program. If you have multiple 6 or 12 Month DCA Programs running, then
       the above reference to "last-in, first-out" means that amounts will be
       deducted first from the DCA Fixed Rate Options associated with the 6 or
       12 Month DCA Program that was established most recently.
   .   6 or 12 Month DCA transfers will begin on the date the DCA Fixed Rate
       Option is established and on each month following until the entire
       principal amount plus earnings is transferred.
   .   We do not count transfers under the 6 or 12 Month DCA Program against
       the number of free transfers allowed under your Annuity.
   .   The minimum transfer amount is $100, although we will not impose that
       requirement with respect to the final amount to be transferred under the
       Program.
   .   If you are not participating in Highest Daily Lifetime 7 Plus or Spousal
       Highest Daily Lifetime 7 Plus, we will make transfers under the 6 or 12
       month DCA Program to the Sub-accounts that you specified upon your
       election of the Program. If you are participating in any Highest Daily
       Lifetime 7 Plus benefit, we will allocate amounts transferred out of the
       DCA Fixed Rate Options in the following manner: (a) if you are
       participating in the Optional Allocation and Rebalancing Program, we
       will allocate to the Sub-accounts in accordance with the rules of that
       program (b) if you are not participating in the Optional Allocation and
       Rebalancing Program, we will make transfers under the Program to the
       Sub-accounts that you specified upon your election of the Program,
       provided those instructions comply with the allocation requirements for
       Highest Daily Lifetime 7 Plus or Spousal Highest Daily Lifetime 7 Plus
       and (c) whether or not you participate in the Optional Allocation and
       Rebalancing Program, no portion of our monthly transfer under the 6 or
       12 Month DCA Program will be directed initially to the AST Investment
       Grade Bond Sub-account (although the DCA Fixed Rate Option is treated as
       a "Permitted Sub-account" for purposes of transfers to the AST
       Investment Grade Bond Sub-account under the asset transfer formula under
       the Highest Daily Lifetime 7 Plus benefits) (see below).
   .   If you are participating in Highest Daily Lifetime 7 Plus or Spousal
       Highest Daily Lifetime 7 Plus and also are participating in the 6 or 12
       Month DCA Program, and the formula under the benefit dictates a transfer
       from the Permitted Sub-accounts to the AST Investment Grade Bond
       Sub-account, then the amount to be transferred will be taken entirely
       from the Sub-accounts, provided there is sufficient Account Value in
       those Sub-accounts to meet the required transfer amount. Only if there
       is insufficient Account Value in those Sub-accounts will an amount be
       withdrawn from the DCA Fixed Rate Options associated with the 6 or 12
       Month DCA Program. Amounts withdrawn from the DCA Fixed Rate Options
       under the formula will be taken on a last-in, first-out basis.


                                      60




   .   If you are participating in one of our automated withdrawal programs
       (e.g., Systematic Withdrawals), we may include within that withdrawal
       program amounts held within the DCA Fixed Rate Options. If you have
       elected any Highest Daily Lifetime 7 Plus benefit, any withdrawals will
       be taken on a pro-rata basis from your Sub-accounts and the DCA Fixed
       Rate Options.
   .   We impose no fee for your participation in the 6 or 12 Month DCA Program.
   .   You may cancel the DCA Program at any time. If you do, we will transfer
       any remaining amount held within the DCA Fixed Rate Options according to
       your instructions. If you do not provide any such instructions, we will
       transfer any remaining amount held in the DCA Fixed Rate Options on a
       pro rata basis to the Sub-accounts in which you are invested currently.
       If any such Sub-account is no longer available, we may allocate the
       amount that would have been applied to that Sub-account to the AST Money
       Market Sub-account.
   .   You cannot utilize "rate lock" with the 6 or 12 Month DCA Program. The
       interest rate we credit under the program will be the rate on the date
       the purchase payment is allocated to the 6 or 12 Month DCA Program.
   .   We credit interest to amounts held within the DCA Fixed Rate Options at
       the applicable declared rates. We credit such interest until the
       earliest of the following (a) the date the entire amount in the DCA
       Fixed Rate Option has been transferred out (b) the date the entire
       amount in the DCA Fixed Rate Option is withdrawn (c) the date as of
       which any death benefit payable is determined or (d) the Annuity Date.
   .   The interest rate earned in a DCA Fixed Rate Option will be no less than
       the minimum guaranteed interest rate. We may, from time to time, declare
       new interest rates for new purchase payments that are higher than the
       minimum guaranteed interest rate. Please note that the interest rate
       that we apply under the 6 or 12 Month DCA Program is applied to a
       declining balance. Therefore, the amount of interest you receive will
       decrease as amounts are systematically transferred from the DCA Fixed
       Rate Option to the Sub-accounts, and the effective interest rate earned
       will therefore be less than the declared interest rate.
   .   The 6 or 12 Month DCA Program may be referred to in your Rider and/or
       the Application as the "Enhanced Dollar Cost Averaging Program."

 NOTE: When a 6 or 12 Month DCA program is established from a DCA Fixed Rate
 Option, 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 (including any transfers under an optional benefit formula). This
 will reduce the effective rate of return on the DCA Fixed Rate Option.

 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. We also offer the Optional Allocation and Rebalancing
 Program, which is available if you elect one of the Highest Daily Lifetime
 Seven (or Plus) benefits.

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

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

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

 WHAT IS THE BALANCED INVESTMENT PROGRAM?
 We offer a balanced investment program where a portion of your Account Value
 is allocated to a Fixed Allocation and the remaining Account Value is
 allocated to the Sub-accounts that you select. When you enroll in the Balanced
 Investment Program, you choose the duration that you wish the program to last.
 This determines the duration of the Guarantee Period for the Fixed Allocation.
 Based on the fixed rate for the Guarantee Period chosen, we calculate the
 portion of your Account Value that must be allocated to the Fixed Allocation
 to grow to a specific "principal amount" (such as your initial Purchase
 Payment). We determine


                                      61




 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
 (which may be positive or negative). 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. This
 program is not available if your Annuity is held as a Beneficiary Annuity.

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

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

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

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

 You will receive confirmations of transactions that affect your Annuity.

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

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

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


                                      62




 informed of all such restrictions on an ongoing basis. We may also require
 that your Financial Professional transmit all financial transactions using the
 electronic trading functionality available through our Internet website
 (www.prudentialannuities.com).

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


 HOW DO THE FIXED ALLOCATIONS WORK?

 We credit a fixed interest rate to the Fixed Allocation throughout a set
 period of time called a "Guarantee Period." (Note that the discussion in this
 section of Guarantee Periods is not applicable to the Benefit Fixed Rate
 Account and the DCA Fixed Rate Options). Fixed Allocations currently are
 offered with Guarantee Periods from 1 to 10 years. We may make Fixed
 Allocations of different durations available in the future, including Fixed
 Allocations offered exclusively for use with certain optional investment
 programs. Fixed Allocations may not be available in all states and may not
 always be available for all Guarantee Periods depending on market factors and
 other considerations.


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

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

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


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


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

 HOW DO YOU DETERMINE RATES FOR FIXED ALLOCATIONS?

 We do not have a specific formula for determining the fixed interest rates for
 Fixed Allocations. Generally the interest rates we offer for Fixed Allocations
 will reflect the investment returns available on the types of investments we
 make to support our fixed rate guarantees. These investment types may include
 cash, debt securities guaranteed by the United States government and its
 agencies and instrumentalities, money market instruments, corporate debt
 obligations of different durations, private placements, asset-backed
 obligations and municipal bonds. In determining rates we also consider factors
 such as the length of the Guarantee Period for the Fixed Allocation,
 regulatory and tax requirements, liquidity of the markets for the type of
 investments we make, commissions, administrative and investment expenses, our
 insurance risks in relation to the Fixed Allocations, general economic trends
 and competition. Some of these considerations are similar to those we consider
 in determining the Insurance Charge that we deduct from Account Value
 allocated to the Sub-accounts. For some of the same reasons that we deduct the
 Insurance Charge against the Account Value allocated to the Sub-accounts, we
 also take into consideration mortality, expense, administration, profit and
 other factors in determining the interest rates we credit to Fixed
 Allocations. That is, the existence of those factors results in a reduction to
 the interest rate that we credit under the MVA Fixed Allocations.


 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 may be 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.


                                      63





 HOW DOES THE MARKET VALUE ADJUSTMENT WORK?
 If you transfer or withdraw Account Value from a MVA 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". Under certain optional benefits (such as GRO and GRO Plus) a formula
 transfers amounts between the MVA Fixed Allocations and the Permitted
 Sub-accounts. 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. Any Market
 Value Adjustment that applies will be subject to our rules for complying with
 applicable state law.
..   "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 MVA Fixed Allocation to
 determine the Account Value of the MVA 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 MVA 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 MVA 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:

                                      64



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


 WHAT HAPPENS WHEN MY GUARANTEE PERIOD MATURES?
 The "Maturity Date" for a Fixed Allocation is the last day of the Guarantee
 Period (note that the discussion in this section of Guarantee Periods is not
 applicable to the Fixed Allocations used with a dollar cost averaging program,
 the Benefit Fixed Rate Account, and the DCA Fixed Rate options). 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 in 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.


                                      65



                            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, Required 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 MVA Fixed Allocations being withdrawn or
 surrendered. Certain amounts may be available to you each Annuity Year that
 are not subject to a CDSC. These are called "Free Withdrawals." Unless you
 notify us differently, withdrawals are taken pro-rata based on the Account
 Value in the investment options at the time we receive your withdrawal
 request. Each of these types of distributions is described more fully below.

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

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

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

 CAN I WITHDRAW A PORTION OF MY ANNUITY?
 Yes, you can make a withdrawal during the accumulation period.
   .   To meet liquidity needs, you can withdraw a limited amount from your
       Annuity during each Annuity Year without application of any CDSC. We
       call this the "Free Withdrawal" amount. The Free Withdrawal amount is
       not available if you choose to surrender your Annuity. Amounts withdrawn
       as a Free Withdrawal do not reduce the amount of CDSC that may apply
       upon a subsequent withdrawal or surrender of your Annuity. After any
       partial withdrawal, your Annuity must have a Surrender Value of at least
       $1,000, or we may treat the partial withdrawal request as a request to
       fully surrender your Annuity. The minimum Free Withdrawal you may
       request is $100.
   .   You can also make withdrawals in excess of the Free Withdrawal amount.
       The minimum partial withdrawal you may request is $100.

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

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

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

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

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

                                      66



 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.

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

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

 DO YOU OFFER A PROGRAM FOR WITHDRAWALS UNDER SECTION 72(t) OF THE INTERNAL
 REVENUE CODE?
 Yes. If your Annuity is used as a funding vehicle for certain retirement plans
 that receive special tax treatment under Sections 401, 403(b), 408 or 408A of
 the Code, Section 72(t) of the Code may provide an exception to the 10%
 penalty tax on distributions made prior to age 59 1/2 if you elect to receive
 distributions as a series of "substantially equal periodic payments".
 Distributions received under these provisions in any Annuity Year that exceed
 the maximum amount available as a free withdrawal will be subject to any
 applicable CDSC. We may apply a Market Value Adjustment to any MVA Fixed
 Allocations. To request a program that complies with Section 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
 Section 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.)

 Note that under the Worker, Retiree and Employer Recovery Act of 2008,
 Required Minimum Distributions are suspended for 2009 and are scheduled to
 resume in 2010.


 Required Minimum Distributions are a type of Systematic Withdrawal we allow to
 meet distribution requirements under Sections 401, 403(b) or 408 of the Code.
 Required Minimum Distribution rules do not apply to Roth IRAs during the
 Owner's lifetime. Under the Code, you may be required to begin receiving
 periodic amounts from your Annuity. In such case, we will allow you to make
 Systematic Withdrawals in amounts that satisfy the Required Minimum
 Distribution rules under the Code. We do not assess a CDSC on Required Minimum
 Distributions from your Annuity if you are required by law to take such
 Required Minimum Distributions from your Annuity at the time it is taken.
 However, a CDSC (if applicable) may be assessed on that portion of a
 Systematic Withdrawal that is taken to satisfy the Required Minimum
 Distribution provisions in relation to other savings or investment plans under
 other qualified retirement plans not maintained with Prudential Annuities.
 However, no MVA will be assessed on a withdrawal taken to meet RMD
 requirements applicable to your Annuity.


 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.

 For purposes of determining whether your withdrawal is subject to the
 Contingent Deferred Sales Charge, we will continue to treat the calculated
 amount that would have been a required minimum distribution if not for the
 suspension as the amount not subject to Contingent Deferred Sales Charge.

                                      67



 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. Annuitized payments are not suspended as Required Minimum Distributions
 for 2009.

 Please see "Highest Daily Lifetime 7 Plus" under the subsection "Required
 Minimum Distributions" for further information relating to Required Minimum
 Distributions if you own that benefit.

 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 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 MVA Fixed
 Allocations.

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

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

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

 This waiver of any applicable CDSC is subject to our rules in place at the
 time of your request, which currently include but are not limited to the
 following:
   .   The Annuitant must have been named or any change of Annuitant must have
       been accepted by us, prior to the "Contingency Event" described below in
       order to qualify for a medically-related surrender;
   .   the Annuitant must be alive as of the date we pay the proceeds of such
       surrender request;
   .   if the Owner is one or more natural persons, all such Owners must also
       be alive at such time;
   .   we must receive satisfactory proof of the Annuitant's confinement in a
       Medical Care Facility or Fatal Illness in writing on a form satisfactory
       to us; and
   .   no additional purchase payments can be made to the Annuity.

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

 The definitions of "Medical Care Facility" and "Fatal Illness," as well as
 additional terms and conditions, are provided in your Annuity. Specific
 details and definitions in relation to this benefit may differ in certain
 jurisdictions. This benefit is not available in Massachusetts.

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

 You may choose an Annuity Date, an annuity option and the frequency of annuity
 payments. You may change your choices before the Annuity Date under the terms
 of your contract. A maximum Annuity Date may be required by law or under the
 terms of your

                                      68



 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.

 For Beneficiary Annuities, no annuity payments are available and all
 references to an Annuity Date are not applicable.

 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. If this Annuity is issued as
 a Qualified Annuity contract and annuity payments begin after age 92, then
 this Option will be modified to permit a period certain that will end no later
 than the life expectancy of the annuitant defined under the IRS Required
 Minimum Distribution tables.


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

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

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

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

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

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

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 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 the oldest Owner's or Annuitant's 95/th/
       birthday, whichever occurs first.

   .   If you do not provide us with your Annuity Date, the maximum date as
       described above will be the default date; and, unless you instruct us
       otherwise, we will pay you the annuity payments and the annuity
       payments, where allowed by law, will be calculated on a fixed basis
       under Option 3, Payments for Life with 10 years certain.

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

 HOW ARE ANNUITY PAYMENTS CALCULATED?

 Fixed Annuity Payments
 If you choose to receive fixed annuity payments, you will receive equal
 fixed-dollar payments throughout the period you select. The amount of the
 fixed payment will vary depending on the annuity payment option and payment
 frequency you select. Generally, the first annuity payment is determined by
 multiplying the Account Value, minus any state premium taxes that may apply,
 by the factor determined from our table of annuity rates. The table of annuity
 rates differs based on the type of annuity chosen and the frequency of payment
 selected. Our rates will not be less than our guaranteed minimum rates. These
 guaranteed minimum rates are derived from the 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.

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                                LIVING BENEFITS

 DO YOU OFFER BENEFITS DESIGNED TO PROVIDE INVESTMENT PROTECTION FOR OWNERS
 WHILE THEY ARE ALIVE?
 Prudential Annuities offers different optional benefits, for an additional
 charge, that can provide investment protection for Owners while they are
 alive. No optional benefit may be elected if your Annuity is held as a
 Beneficiary Annuity. Notwithstanding the additional protection provided under
 the optional Living Benefit, 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 guaranteed benefit base over time;
..   guaranteeing a minimum amount of growth will be applied to your principal,
    if it is to be used as the basis for certain types of lifetime income
    payments or lifetime withdrawals; or
..   providing spousal continuation of certain benefits.

 The "living benefits" are as follows:
 Guaranteed Return Option (GRO) /1/
 Guaranteed Return Option Plus (GRO Plus) /1/
 Guaranteed Return Option Plus 2008 (GRO Plus 2008)
 Highest Daily Guaranteed Return Option (Highest Daily GRO)
 Guaranteed Minimum Withdrawal Benefit (GMWB) /1/
 Guaranteed Minimum Income Benefit (GMIB) /1/
 Lifetime Five Income Benefit and Spousal Lifetime Five Income Benefit /1/
 Highest Daily Lifetime Five Income Benefit /1/
 Highest Daily Lifetime Seven Income Benefit /2/
 Spousal Highest Daily Lifetime Seven Income Benefit /2/
 Highest Daily Lifetime Seven with Beneficiary Income Option Income Benefit /2/
 Highest Daily Lifetime Seven with Lifetime Income Accelerator Income Benefit
 /2/
 Spousal Highest Daily Lifetime Seven with Beneficiary Income Option Income
 Benefit /2/
 Highest Daily Lifetime 7 Plus Income Benefit
 Spousal Highest Daily Lifetime 7 Plus Income Benefit
 Highest Daily Lifetime 7 Plus with Beneficiary Income Option Benefit
 Highest Daily Lifetime 7 Plus with Lifetime Income Accelerator Benefit
 Spousal Highest Daily Lifetime 7 Plus with Beneficiary Income Option Benefit

 (1)No longer available for new elections.
 (2)Not available for new elections if the corresponding Highest Daily Lifetime
    7 Plus version is available in your state.

 Here is a general description of each kind of living benefit that exists under
 this Annuity:
..   Guaranteed Minimum Accumulation Benefits. The common characteristic of
    these benefits is that a specified amount of your annuity value is
    guaranteed at some point in the future. For example, under our Highest
    Daily GRO benefit, we make an initial guarantee that your annuity value on
    the day you start the benefit will not be any less ten years later. If your
    annuity value is less on that date, we use our own funds to give you the
    difference. Because the guarantee inherent in the guaranteed minimum
    accumulation benefit does not take effect until a specified number of years
    into the future, you should elect such a benefit only if your investment
    time horizon is of at least that duration.

..   Guaranteed Minimum Income Benefit or ("GMIB"). As discussed elsewhere in
    this Prospectus, you have the right under your Annuity to ask us to convert
    your accumulated annuity value into a series of annuity payments.
    Generally, the smaller the amount of your annuity value, the smaller the
    amount of your annuity payments. GMIB addresses this risk, by guaranteeing
    a certain amount of appreciation in the amount used to produce annuity
    payments. Thus, even if your annuity value goes down in value, GMIB
    guarantees that the amount we use to determine the amount of the annuity
    payments will go up in value by the prescribed amount. You should select
    GMIB only if you are prepared to delay your annuity payments for the
    required waiting period and if you anticipate needing annuity payments.
    This benefit is no longer available for new elections.
..   Guaranteed Minimum Withdrawal Benefit or ("GMWB"). This benefit is designed
    for someone who wants to access the annuity's value through withdrawals
    over time, rather than by annuitizing. This benefit guarantees that a
    specified amount will be available for withdrawal over time, even if the
    value of the annuity itself has declined. Please note that there is a
    maximum Annuity Date under your Annuity, by which date annuity payments
    must commence. This benefit is no longer available for new elections.

..   Lifetime Guaranteed Minimum Withdrawal Benefits. These benefits also are
    designed for someone who wants to access the annuity's value through
    withdrawals over time, rather than by annuitizing. These benefits differ,
    however, in that the withdrawal amounts are guaranteed for life (or until
    the second to die of spouses). The way that we establish the guaranteed
    amount that, in turn, determines the amount of the annual lifetime payments
    varies among these benefits. Under our Highest Daily Lifetime 7 Plus
    benefit, for example, the guaranteed amount generally is equal to your
    highest daily Account Value,

                                      71



   appreciated at seven percent annually. Please note that there is a maximum
    Annuity Date under your Annuity, by which date annuity payments must
    commence.


 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 and comparing annuity benefits with benefits of other
 products).


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

 GUARANTEED RETURN OPTION Plus/SM/ (GRO Plus/SM/)
 GRO Plus is no longer available for election.

 GRO Plus is an optional benefit that, after a seven-year period following
 commencement of the benefit (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 benefit remains in effect,
 guarantees your Account Value will not be less than your Account Value on the
 effective date of your benefit (called the "Protected Principal Value"). The
 benefit 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 benefit. 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 benefit monitors your Account Value daily and, if necessary,
 systematically transfers amounts between the Sub-accounts you choose and MVA
 Fixed Allocations used to support the Protected Principal Value(s). The
 benefit may be appropriate if you wish to protect a principal amount against
 poor Sub-account performance as of a specific date in the future. There is an
 additional charge if you elected the Guaranteed Return Option Plus benefit.

 The guarantees provided by the benefit exist only on the applicable maturity
 date(s) and on each anniversary of the maturity date(s) thereafter.

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

       .   Base Guarantee: Under the base guarantee, Prudential Annuities
           guarantees that on the maturity date and on each anniversary of the
           maturity date thereafter that the benefit 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 benefit remains in effect, if your Account Value is below
           the Protected Principal Value, Prudential Annuities will apply
           additional amounts to your Annuity from its general account to
           increase your Account Value to be equal to the Protected Principal
           Value. A subsequent Purchase Payment increases the amount of the
           base guarantee by the amount of the Purchase Payment (plus any
           Credits), and withdrawals reduce the base guarantee (as discussed
           below).

       .   Enhanced Guarantee: On any anniversary following commencement of the
           benefit, you can establish an enhanced guaranteed amount based on
           your current Account Value. Under the enhanced guarantee, Prudential
           Annuities guarantees that at the end of a specified period following
           the election of the enhanced guarantee (also referred to as its
           "maturity date"), and on each anniversary of the maturity date
           thereafter that the enhanced guaranteed amount remains in effect,
           your Account Value will be no less than the Enhanced Protected
           Principal Value. You can elect an enhanced guarantee more than once;
           however, a subsequent election supersedes the prior election of an

                                      72



          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 benefit (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 an enhanced guarantee,
           any amounts held in the MVA Fixed Allocations for the enhanced
           guarantee will be liquidated, on the Valuation Day the request is
           processed, (which may result in a market value adjustment), and such
           amounts will be transferred according to the rules described in
           "Termination of the Benefit/ Enhanced Guarantee". Termination of an
           enhanced guarantee will not result in termination of the base
           guarantee. If you have elected the enhanced guarantee, on the
           guarantee's maturity date and on each anniversary of the maturity
           date thereafter that the enhanced guarantee amount remains in
           effect, if your Account Value is below the Enhanced Protected
           Principal Value, Prudential Annuities will apply additional amounts
           to your Annuity from its general account to increase your Account
           Value to be equal to the Enhanced Protected Principal Value. Any
           amounts applied to your Account Value by Prudential Annuities on the
           maturity date or any anniversary of the maturity date will first be
           applied to any MVA Fixed Allocations then required to support
           guarantees due on subsequent maturity dates. We will allocate the
           remainder to the Sub-accounts pro-rata, based on the Account Value
           in the Sub-accounts at that time.

 If our assumptions are correct and the operations relating to the
 administration of the benefit 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 benefit is in effect, will reduce the
 base guarantee under the benefit as well as any enhanced guarantee. Cumulative
 annual withdrawals up to 5% of the Protected Principal Value as of the
 effective date of the benefit (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 MVA Fixed
 Allocations up to growth attributable to the MVA 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 (which may be positive or negative)
 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 benefit, 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/ benefit
 are October 13, 2004; 2.) an initial Purchase Payment of $250,000 (includes
 any Credits under XT6); 3.) a base guarantee amount of $250,000; and 4.) a
 dollar-for-dollar limit of $12,500 (5% of $250,000). The values set forth here
 are purely hypothetical and do not reflect the charge for GRO Plus or other
 fees and charges.

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

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

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

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 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

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

 If your Account Value is greater than or equal to the reallocation trigger,
 then:
..   your Account Value in the Sub-accounts will remain allocated according to
    your most recent instructions; and
..   if a portion of your Account Value is allocated to an MVA Fixed Allocation
    to support the applicable guaranteed amount, all or a portion of those
    amounts may be transferred from the MVA Fixed Allocation and re-allocated
    to the Sub-accounts according to any asset allocation programs (including
    an Automatic Rebalancing program) established on your Annuity or in the
    absence of such programs, pro-rata, based on the Account Values in such
    Sub-accounts at that time; and
..   if all of your Account Value is allocated to an MVA Fixed Allocation, then
    all or a portion of that amount may be transferred from the MVA Fixed
    Allocation and re-allocated to the Sub-accounts, according to the following
    hierarchy: (i) first according to any asset allocation program that you may
    have in effect (ii) if no such program is in effect, then in accordance
    with any automatic rebalancing program that you may have in effect and
    (iii) if neither such program is in effect, then to the AST Money Market
    Sub-account; and
..   a Market Value Adjustment will apply when we reallocate Account Value from
    an MVA Fixed Allocation to the Sub-accounts, which may result in a decrease
    or increase in your Account Value.


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

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

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

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

                                      74



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

 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 an MVA 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 MVA 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 Sub-account
 performance and/or under circumstances where MVA Fixed Allocations would not
 be necessary to support the Protected Principal Value. Further, there may be
 circumstances where MVA Fixed Allocations in support of the Protected
 Principal Value or Enhanced Protected Principal Value are transferred to the
 Sub-accounts under the formula differently than each other because of the
 different guarantees they support.

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

..   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 MVA Fixed
    Allocation(s) to support the applicable guaranteed amount. The new MVA
    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 MVA Fixed Allocation(s) will be credited with the
    fixed interest rate(s) then being credited to a new MVA 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
    MVA 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).


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

 Election of the Benefit
 We no longer permit new elections of GRO Plus. If you currently participate in
 GRO Plus, your existing guarantees are unaffected by the fact that we no
 longer offer GRO Plus.

 Termination of the Benefit/Enhanced Guarantee
 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 benefit entirely, in which case you will lose any existing
 guarantees.

 Upon termination of the benefit or of the enhanced guarantee, any amounts held
 in the MVA Fixed Allocations related to the guarantee(s) being terminated will
 be transferred as follows: (a) if only a portion of your Account Value is in
 the MVA Fixed Allocations, we will transfer such Account Value (i) to the
 Sub-accounts pro-rata, based on your Account Value in such Sub-accounts on the
 day of the transfer, unless we receive other prior instructions from you or
 (ii) if you are then participating in an asset allocation program for which we
 are providing administrative support, we allocate the transferred amount in
 accordance with the then current percentages for that asset allocation program
 (b) if your entire Account Value is in the MVA Fixed Allocations, we will
 transfer your Account Value to the Sub-account corresponding to the AST Money
 Market Portfolio, unless we receive prior instructions from you. A Market
 Value Adjustment will apply.

 In general, you may cancel GRO Plus and then elect another living benefit that
 is available post issue, effective on any Valuation Day after your
 cancellation of GRO Plus. If you terminate GRO Plus, you will lose all
 guarantees under that benefit. Your election of another living benefit is
 subject to State and firm availability and our eligibility rules.

 The benefit 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 benefit, the Guaranteed Return Option
 Plus will no longer provide any guarantees. The surviving spouse may elect the
 benefit at any time, subject to the limitations described above, after the
 death of the Annuity Owner. The surviving spouse's election will be effective
 on the Valuation Day that we receive the required documentation in good order
 at our home office, and the Account Value on that Valuation Day will be the
 Protected Principal Value.

 Special Considerations under the Guaranteed Return Option Plus
 This benefit is subject to certain rules and restrictions, including, but not
 limited to the following:
..   Upon inception of the benefit, 100% of your Account Value must be allocated
    to the Sub-accounts. No MVA Fixed Allocations may be in effect as of the
    date that you elect to participate in the benefit. However, the formula may
    transfer Account Value to MVA Fixed Allocations as of the effective date of
    the benefit under some circumstances.

                                      75



..   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 MVA Fixed Allocation while participating in the benefit; 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 an MVA Fixed
    Allocations to support the amount guaranteed. You cannot participate in any
    dollar cost averaging benefit that transfers Account Value from a MVA Fixed
    Allocation to a Sub-account.
..   Transfers from MVA Fixed Allocations made as a result of the formula under
    the benefit 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 MVA Fixed
    Allocation.
..   Transfers from the Sub-accounts to MVA Fixed Allocations or from MVA Fixed
    Allocations to the Sub-accounts under the benefit will not count toward the
    maximum number of free transfers allowable under an Annuity.
..   Any amounts applied to your Account Value by Prudential Annuities on the
    maturity date or any anniversary of the maturity date will not be treated
    as "investment in the contract" for income tax purposes.
..   Low interest rates may require allocation to MVA Fixed Allocations even
    when the current Account Value exceeds the guarantee.
..   As the time remaining until the applicable maturity date gradually
    decreases the benefit will become increasingly sensitive to moves to MVA
    Fixed Allocations.
..   We currently limit the Sub-accounts in which you may allocate Account Value
    if you participate in this benefit. Should we prohibit access to any
    investment option, any transfers required to move Account Value to eligible
    investment options will not be counted in determining the number of free
    transfers during an Annuity Year.

 Charges under the Benefit
 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
 benefit. The annual charge is deducted daily. The charge is deducted to
 compensate Prudential Annuities for: (a) the risk that your Account Value on
 the maturity date is less than the amount guaranteed; and (b) administration
 of the benefit.

 If you elect the Enhanced Guarantee under the benefit, and on the date you
 elect to step-up, the charges under the benefit have changed for new
 purchases, your benefit may be subject to the new charge level. These charges
 will not exceed the maximum charges shown in the section of this prospectus
 entitled "Your Optional Benefit Fees and Charges"

 GUARANTEED RETURN OPTION (GRO)(R)
 GRO is no longer available for election.

 GRO is an optional benefit that, after a seven-year period following
 commencement of the benefit (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 benefit (called the "Protected
 Principal Value").

 The benefit monitors your Account Value daily and, if necessary,
 systematically transfers amounts pursuant to a mathematical formula between
 the Sub-accounts you choose and the MVA Fixed Allocation used to support the
 Protected Principal Value. There is an additional charge if you elect the
 Guaranteed Return Option benefit.

 The guarantee provided by the benefit 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 MVA Fixed
 Allocation to support our future guarantee, the benefit may provide some
 protection from significant Sub-account losses if you choose to surrender your
 Annuity or begin receiving annuity payments prior to a maturity date.

 Key Feature - Protected Principal Value
 Under the GRO benefit, Prudential Annuities guarantees that on the maturity
 date, your Account Value will be no less than the Protected Principal Value.
 On the maturity date if your Account Value is below the Protected Principal
 Value, Prudential Annuities will apply additional amounts to your Annuity from
 its general account to increase your Account Value to be equal to the
 Protected Principal Value. A subsequent Purchase Payment increases the amount
 of the Protected Principal Value by the amount of the Purchase Payment (plus
 any Credits), and withdrawals reduce the Protected Principal Value (as
 discussed below).

 We will notify you of any amounts added to your Annuity under the benefit. If
 our assumptions are correct and the operations relating to the administration
 of the benefit 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
 GRO uses a mathematical formula that we operate to help manage your guarantees
 through all market cycles. The formula weighs a number of factors, including
 the current Account Value, the value in the Sub-accounts, the value in the MVA
 Fixed Allocations, the Protected Principal Value, the expected value of the
 MVA Fixed Allocations used to support the guarantee, the time remaining

                                      76




 until maturity, and the current crediting rates associated with the MVA Fixed
 Allocations. In essence, and as detailed in the formula, the formula will
 transfer Account Value into the MVA Fixed Allocations if needed to support an
 anticipated guarantee. The formula is set forth in Appendix N. This required
 formula thus helps us manage our financial exposure under the benefit, by
 moving assets to a more stable option (i.e., the MVA Fixed Allocations).


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

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

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

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

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

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

..   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 MVA Fixed
    Allocation(s) to support the applicable guaranteed amount. The new MVA
    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 MVA Fixed Allocation(s) will be credited with the
    fixed interest rate(s) then being credited to a new MVA 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
    MVA 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).


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

 Withdrawals from your Annuity, while the benefit is in effect, will reduce the
 Protected Principal Value proportionally. The proportion will be equal to the
 proportionate reduction in the Account Value due to the withdrawal as of that
 date. Withdrawals will be taken pro rata from the Sub-accounts and any MVA
 Fixed Allocations. Systematic withdrawals will be taken pro rata from the
 Sub-accounts and any MVA Fixed Allocations up to growth attributable to the
 MVA 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.

                                      77



 Election of the Benefit
 We no longer permit new elections of GRO. If you currently participate in GRO,
 your existing guarantees are unaffected by the fact that we no longer offer
 GRO.

 Restart of the Benefit

 Once each Annuity Year you may request to restart the Benefit. Such a request
 is an election by you to terminate the existing Benefit (and all guarantees
 under the benefit) 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 in advance in accordance with our administrative requirements.
 If we accept your request, we then terminate the existing Benefit 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 Benefit starts at
 that time. The initial Protected Principal Value for the new Benefit is the
 Account Value as of the effective date of the new Benefit. Unless you tell us
 otherwise, the duration of the new Benefit will be the same as that for the
 existing Benefit. However, if we do not then make that duration available, you
 must elect from those we make available at that time. For those who elect to
 re-start the benefit, the charge will be assessed daily as a percentage of the
 average daily net assets of the Sub-accounts - see "Charges under the Benefit"
 below.


 As part of terminating the existing Benefit, we transfer any amounts in MVA
 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 MVA Fixed
 Allocations, you must first provide us instructions as to how to allocate the
 transferred Account Value among the Sub-accounts.

 Termination of the Benefit
 The Annuity Owner also can terminate the Guaranteed Return Option benefit.
 Upon termination, any amounts held in the MVA Fixed Allocations will be
 transferred as follows: (a) if only a portion of your Account Value is in the
 MVA Fixed Allocations, we will transfer such Account Value (i) to the
 Sub-accounts pro-rata based on the Account Values in such Sub-accounts on the
 day of the transfer, unless we receive at our office other prior instructions
 from you or (ii) if you are then participating in an asset allocation program
 for which we are providing administrative support, we allocate the transferred
 amount in accordance with the then current percentages for that asset
 allocation program (b) if your entire Account Value is in MVA Fixed
 Allocations, we will transfer your Account Value to the Sub-account
 corresponding to the AST Money Market Portfolio, unless we receive at our
 Office prior instructions from you. A Market Value Adjustment will apply.

 In general, you may cancel GRO and then elect another living benefit available
 post issue, effective on any Valuation Day after your cancellation of GRO. If
 you terminate GRO, you will lose all guarantees under that benefit. Your
 election of another living benefit is subject to State and firm availability
 and our eligibility rules.

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

 Special Considerations under the Guaranteed Return Option. This benefit is
 subject to certain rules and restrictions, including, but not limited to the
 following:
..   Upon inception of the benefit, 100% of your Account Value must be allocated
    to the Sub-accounts. The MVA Fixed Allocation may not be in effect as of
    the date that you elect to participate in the benefit. However, the formula
    may transfer Account Value to the MVA Fixed Allocation as of the effective
    date of the benefit 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 MVA Fixed Allocation while participating in
    the benefit; 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 MVA Fixed Allocation to support the amount guaranteed. You
    cannot participate in any dollar cost averaging benefit that transfers
    Account Value from a MVA Fixed Allocation to a Sub-account.
..   Transfers from the MVA Fixed Allocation made as a result of the formula
    under the benefit 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 MVA Fixed
    Allocation.
..   Transfers from the Sub-accounts to the MVA Fixed Allocation or from the MVA
    Fixed Allocation to the Sub-accounts under the benefit will not count
    toward the maximum number of free transfers allowable under an Annuity.
..   Any amounts applied to your Account Value by Prudential Annuities on the
    maturity date will not be treated as "investment in the contract" for
    income tax purposes.

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..   Any amounts that we add to your Annuity to support our guarantee under the
    benefit will be applied to the Sub-accounts pro rata, after first
    transferring any amounts held in the MVA Fixed Allocations as follows:
    (a) if only a portion of your Account Value is in the MVA Fixed
    Allocations, we will transfer such Account Value (i) to the Sub-accounts
    pro-rata based on the Account Values in such Sub-accounts on the day of the
    transfer, unless we receive at our office other prior instructions from you
    or (ii) if you are then participating in an asset allocation program for
    which we are providing administrative support, we allocate the transferred
    amount in accordance with the then current percentages for that asset
    allocation program and (b) if your entire Account Value is in the MVA Fixed
    Allocations, we will transfer your Account Value to the Sub-account
    corresponding to the AST Money Market Portfolio, unless we receive at our
    Office prior instructions from you.
..   Low interest rates may require allocation to the MVA Fixed Allocation even
    when the current Account Value exceeds the guarantee.
..   As the time remaining until the applicable maturity date gradually
    decreases the benefit will become increasingly sensitive to moves to the
    MVA Fixed Allocation.
..   We currently limit the Sub-accounts in which you may allocate Account Value
    if you participate in this benefit. Should we prohibit access to any
    investment option, any transfers required to move Account Value to eligible
    investment options will not be counted in determining the number of free
    transfers during an Annuity Year.

 Charges under the Benefit
 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 benefit. The
 annual charge is deducted daily. The charge is deducted to compensate
 Prudential Annuities for: (a) the risk that your Account Value on the maturity
 date is less than the amount guaranteed; and (b) administration of the benefit.


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


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

 GUARANTEED RETURN OPTION PLUS 2008/SM/ (GRO Plus 2008)/SM/
 You can elect this benefit on the Issue Date of your Annuity, or at any time
 thereafter (unless you previously participated in either this benefit or
 Highest Daily GRO, in which case your election must be on an Annuity
 Anniversary). GRO Plus 2008 is not available if you participate in any other
 optional living benefit. However, GRO Plus 2008 may be elected together with
 any optional death benefit, other than the Highest Daily Value Death Benefit
 and the Plus40 Optional Life Insurance Rider.

 Under GRO Plus 2008, we guarantee that the Account Value on the date that the
 benefit is added to your Annuity (adjusted for subsequent purchase payments
 and withdrawals as detailed below) will not be any less than that original
 value on the seventh anniversary of benefit election and each anniversary
 thereafter. We refer to this initial guarantee as the "base guarantee." In
 addition to the base guarantee, GRO Plus 2008 offers the possibility of an
 enhanced guarantee. You may lock in an enhanced guarantee once per "benefit
 year" (i.e., a year beginning on the date you acquired the benefit and each
 anniversary thereafter) if your Account Value on the Valuation Day exceeds the
 amount of any outstanding base guarantee or enhanced guarantee. We guarantee
 that the Account Value locked-in by that enhanced guarantee will not be any
 less seven years later, and each anniversary of that date thereafter. In
 addition, you may elect an automatic enhanced guarantee feature under which,
 if Account Value on a benefit anniversary exceeds the highest existing
 guarantee by 7% or more, we guarantee that such Account Value will not be any
 less seven benefit anniversaries later and each benefit anniversary
 thereafter. You may maintain only one enhanced guarantee in addition to your
 base guarantee. Thus, when a new enhanced guarantee is created, it cancels any
 existing enhanced guarantee. However, the fact that an enhanced guarantee was
 effected automatically on a benefit anniversary does not prevent you from
 "manually" locking-in an enhanced guarantee during the ensuing benefit year.
 You may elect to terminate an enhanced guarantee without also terminating the
 base guarantee. If you do, any amounts held in the AST bond portfolio
 Sub-account with respect to that enhanced guarantee will be transferred to
 your other Sub-accounts in accordance with your current allocation
 instructions.

                                      79



 Amounts held in an AST bond portfolio Sub-account with respect to the base
 guarantee will not be transferred as a result of the termination of an
 enhanced guarantee. Please note that whenever an enhanced guarantee is
 created, we reserve the right to increase your charge for GRO Plus 2008 if we
 have increased the charge for new elections of the benefit generally. You may
 not lock in an enhanced guarantee, either manually or through our optional
 automatic program, within seven years of the date by which annuity payments
 must commence under the terms of your Annuity (please see "How and When Do I
 Choose The Annuity Payment Option?" for further information on your maximum
 Annuity Date). The inability to lock in an enhanced guarantee referenced in
 the immediately preceding sentence also applies to a new Owner who has
 acquired the Annuity from the original Owner.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 As discussed above, each Valuation Day, the formula analyzes the difference
 between your Account Value and your guarantees, as well as how long you have
 owned the benefit, and determines if any portion of your Account Value needs
 to be transferred into or out of the AST bond portfolio Sub-accounts (the
 "Bond Portfolios"). Therefore, at any given time, some, none, or all of your

                                      81



 Account Value may be allocated to the Bond Portfolios. If your entire Account
 Value is transferred to the Bond Portfolios, then based on the way the formula
 operates, the formula will not transfer amounts out of the Bond Portfolios to
 the Sub-accounts and the entire Account Value would remain in the Bond
 Portfolios. If you make additional purchase payments to your Annuity, they
 will be allocated to the Sub-accounts according to your allocation
 instructions. Such additional purchase payments may or may not cause the
 formula to transfer money in or out of the Bond Portfolios. Once the purchase
 payments are allocated to your Annuity, they will also be subject to the
 formula, which may result in immediate transfers to or from the Bond
 Portfolios, if dictated by the formula. The amounts of any such transfers will
 vary, as dictated by the formula, and will depend on the factors listed below.

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

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

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

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

 Election/Cancellation of the Benefit

 GRO Plus 2008 can be elected on the Issue Date of your Annuity, or at any time
 thereafter. You may elect GRO Plus 2008 only if the oldest of the Owner and
 Annuitant is 84 or younger on the date of election (80 or younger, in New
 York). If you currently participate in one of the original versions of GRO,
 you may terminate that benefit at any time and elect GRO Plus 2008.


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

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

 Special Considerations under GRO Plus 2008
 This benefit is subject to certain rules and restrictions, including, but not
 limited to the following:
..   Upon inception of the benefit, 100% of your Account Value must be allocated
    to the permitted Sub-accounts. The permitted Sub-accounts are those
    described in the Investment Option section of the prospectus. No fixed
    interest rate allocations may be in effect as of the date that you elect to
    participate in the benefit.

                                      82



..   You cannot participate in any dollar cost averaging benefit that transfers
    Account Value from a fixed interest rate option to a Sub-account.
..   Transfers between an AST bond portfolio Sub-account and your other
    Sub-accounts under the benefit will not count toward the maximum number of
    free transfers allowable under the Annuity.
..   Any amounts applied to your Account Value by us on a maturity date will not
    be treated as "investment in the contract" for income tax purposes.
..   As the time remaining until the applicable maturity date gradually
    decreases, the benefit may become increasingly sensitive to moves to an AST
    bond portfolio Sub-account.
..   We currently limit the Sub-accounts in which you may allocate Account Value
    if you participate in this benefit. Moreover, if you are invested in
    prohibited investment options and seek to acquire the benefit, we will ask
    you to reallocate to permitted investment options as a prerequisite to
    acquiring the benefit. Should we prohibit access to any investment option,
    any transfers required to move Account Value to eligible investment options
    will not be counted in determining the number of free transfers during an
    Annuity Year.

..   If you elect this benefit, and in connection with that election you are
    required to reallocate to different investment options permitted under this
    benefit, then on the Valuation Day on which we receive your request in Good
    Order, we will (i) sell units of the non-permitted investment options and
    (ii) invest the proceeds of those sales in the permitted investment options
    that you have designated. During this reallocation process, your Account
    Value allocated to the Sub-accounts will remain exposed to investment risk,
    as is the case generally. The newly-elected benefit will commence at the
    close of business on the following Valuation Day. Thus, the protection
    afforded by the newly-elected benefit will not arise until the close of
    business on the following Valuation Day.


 Charges under the Benefit
 We deduct a charge equal to 0.60% (0.35%, for elections prior to May 1, 2009)
 of the average daily net assets of the Sub-accounts for participation in the
 GRO Plus 2008 benefit. The annual charge is deducted daily. The charge is
 deducted to compensate us for: (a) the risk that your Account Value on a
 maturity date is less than the amount guaranteed and (b) administration of the
 benefit. We reserve the right to increase this fee for newly-issued contracts
 or new elections of the benefit. The charges will not exceed the maximum
 charges shown in the section of the prospectus entitled "Summary of Contract
 Fees and Charges."

 HIGHEST DAILY GUARANTEED RETURN OPTION/SM/ (HD GRO)/SM/
 You can elect this benefit on the Issue Date of your Annuity, or at any time
 thereafter (unless you previously participated in this benefit, in which case
 your election must be on an Annuity Anniversary). Highest Daily GRO is not
 available if you participate in any other living benefit. However, Highest
 Daily GRO may be elected together with any optional death benefit, other than
 the Highest Daily Value Death Benefit or the Plus40 Life Insurance Rider.

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

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

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

 In general, we refer to a date on which the Account Value is guaranteed to be
 present as the "maturity date". If the Account Value on the maturity date is
 less than the guaranteed amount, we will contribute funds from our general
 account to bring your Account Value up to the guaranteed amount. If the
 maturity date is not a Valuation Day, then we would contribute such an amount
 on the

                                      83



 next Valuation Day. We will allocate any such amount to each Sub-account
 (other than the "Current AST bond portfolio Sub-account" described below) in
 accordance with your current allocations instructions. Regardless of whether
 we need to contribute funds at the end of a guarantee period, we will at that
 time transfer all amounts held within the AST bond portfolio Sub-account
 associated with the maturing guarantee to your other Sub-accounts, on a pro
 rata basis. If the entire account value is invested in the AST bond portfolio
 Sub-account, we will allocate according to your current allocation
 instructions.

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

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

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

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

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

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

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

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

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

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

                                      84



 Key Feature - Allocation of Account Value
 Highest Daily GRO uses a mathematical formula to help manage your guarantees
 through all market cycles. Because the formula is made part of your schedule
 supplement, the formula may not be altered. However, subject to any regulatory
 approval, we do reserve the right to amend the formula for newly-issued
 annuity contracts that elect Highest Daily GRO and for existing contracts that
 elect the benefit post-issue. This required formula helps us manage our
 financial exposure under Highest Daily GRO, by moving assets out of certain
 Sub-accounts in certain scenarios if dictated by the formula (see below). In
 essence, we seek to preserve the value of these assets, by transferring them
 to a more stable option (i.e., one of a specified group of bond portfolios
 within Advanced Series Trust) (collectively, the "AST Bond Portfolios"). The
 formula also contemplates the transfer of assets from the AST Bond Portfolios
 to the Permitted Sub-accounts in other scenarios.

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

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

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

 As discussed above, each Valuation Day, the formula analyzes the difference
 between your Account Value and your guarantees, as well as how long you have
 owned the benefit, and determines if any portion of your Account Value needs
 to be transferred into or out of the AST bond portfolios. Therefore, at any
 given time, some, none, or all of your Account Value may be allocated to the
 AST bond portfolios. If your entire Account Value is transferred to the AST
 bond portfolios, then based on the way the formula operates, the formula will
 not transfer amounts out of the AST bond portfolios to the Sub-accounts and
 the entire Account Value would remain in the AST bond portfolios. If you make
 additional purchase payments to your Annuity, they will be allocated to the
 Sub-accounts according to your allocation instructions. Such additional
 purchase payments may or may not cause the formula to transfer money in or out
 of the AST bond portfolios. Once the purchase payments are allocated to your
 Annuity, they will also be subject to the formula, which may result in
 immediate transfers to or from the AST bond portfolios, if dictated by the
 formula.

                                      85



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

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

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

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

 Election/Cancellation of the Benefit

 Highest Daily GRO can be elected on the Issue Date of your Annuity, or at any
 time thereafter. You may elect Highest Daily GRO only if the oldest of the
 Owner and Annuitant is 84 or younger on the date of election (80 or younger,
 in New York). If you currently participate in one of the original versions of
 GRO, you may terminate that benefit at any time and elect Highest Daily GRO.


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

 Highest Daily GRO will terminate automatically upon: (a) the death of the
 Owner or the Annuitant (in an entity owned contract), unless the Annuity is
 continued by the surviving spouse; (b) as of the date Account Value is applied
 to begin annuity payments; (c) as of the anniversary of benefit election that
 immediately precedes the contractually-mandated latest annuity date, or
 (d) upon full surrender of the Annuity. If you elect to terminate the benefit,
 Highest Daily GRO will no longer provide any guarantees. The charge for the
 Highest Daily GRO benefit will no longer be deducted from your Account Value
 upon termination of the benefit.

 Special Considerations under Highest Daily GRO
 This benefit is subject to certain rules and restrictions, including, but not
 limited to the following:
..   Upon inception of the benefit, 100% of your Account Value must be allocated
    to the Permitted Sub-accounts. The Permitted Sub-accounts are those
    described in the Investment Option section of this prospectus. No fixed
    interest rate allocations may be in effect as of the date that you elect to
    participate in the benefit.
..   You cannot participate in any dollar cost averaging benefit that transfers
    Account Value from a fixed interest rate option to a Sub-account.
..   Transfers from the other Sub-accounts to an AST bond portfolio Sub-account
    or from an AST bond portfolio Sub-account to the other Sub-accounts under
    the benefit will not count toward the maximum number of free transfers
    allowable under the Annuity.
..   Any amounts applied to your Account Value by us on a maturity date will not
    be treated as "investment in the contract" for income tax purposes.

                                      86



..   As the time remaining until the applicable maturity date gradually
    decreases, the benefit may become increasingly sensitive to moves to an AST
    bond portfolio Sub-account.
..   We currently limit the Sub-accounts in which you may allocate Account Value
    if you participate in this benefit. Moreover, if you are invested in
    prohibited investment options and seek to acquire the benefit, we will ask
    you to reallocate to permitted investment options as a prerequisite to
    acquiring the benefit. Should we prohibit access to any investment option,
    any transfers required to move Account Value to eligible investment options
    will not be counted in determining the number of free transfers during an
    Annuity Year.

..   If you elect this benefit, and in connection with that election you are
    required to reallocate to different investment options permitted under this
    benefit, then on the Valuation Day on which we receive your request in Good
    Order, we will (i) sell units of the non-permitted investment options and
    (ii) invest the proceeds of those sales in the permitted investment options
    that you have designated. During this reallocation process, your Account
    Value allocated to the Sub-accounts will remain exposed to investment risk,
    as is the case generally. The newly-elected benefit will commence at the
    close of business on the following Valuation Day. Thus, the protection
    afforded by the newly-elected benefit will not arise until the close of
    business on the following Valuation Day.


 Charges under the Benefit
 We deduct an annual charge equal to 0. 60% (0.35%, for elections prior to
 May 1, 2009) of the average daily net assets of the Sub-accounts (including
 each AST bond portfolio Sub-account) for participation in the Highest Daily
 GRO benefit. The charge is deducted daily. The charge is deducted to
 compensate us for: (a) the risk that your Account Value on the maturity date
 is less than the amount guaranteed and (b) administration of the benefit. We
 reserve the right to increase this fee for newly-issued contracts or new
 elections of the benefit. The charges will not exceed the maximum charges
 shown in the section of this prospectus entitled "Summary of Contract Fees and
 Charges."

 GUARANTEED MINIMUM WITHDRAWAL BENEFIT (GMWB)
 The Guaranteed Minimum Withdrawal Benefit is no longer available for new
 elections.


 The Guaranteed Minimum Withdrawal Benefit guarantees your ability to withdraw
 amounts equal to an initial principal value (called the "Protected Value"),
 regardless of the impact of Sub-account performance on your Account Value,
 subject to our benefit 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 Sub-account performance will not affect
 your ability to protect your principal. You are not required to make
 withdrawals as part of the benefit - the guarantee is not lost if you withdraw
 less than the maximum allowable amount of principal each year under the rules
 of the benefit. There is an additional charge if you elected the GMWB benefit;
 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 Sub-account 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 benefit 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 benefit. The
 initial Protected Value is equal to the greater of (A) the Account Value on
 the date you elect the GMWB benefit, 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 benefit and the date of your first withdrawal.
..   If you elect the GMWB benefit 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 benefit to existing Annuity Owners, the Account Value
    on the anniversary of the Issue Date of your Annuity following your
    election of the GMWB benefit will be used to determine the initial
    Protected Value.
..   If you make additional purchase payments after your first withdrawal, the
    Protected Value will be increased by the amount of the additional Purchase
    Payment (plus any Credits applied to such purchase payments under XT6).

 You may elect to step-up your Protected Value if, due to positive market
 performance, your Account Value is greater than the Protected Value. You are
 eligible to step-up the Protected Value on or after the 5/th/ Annuity
 anniversary following the first withdrawal under the GMWB benefit. 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
 benefit, and on the date you elect to step-up, the charges under the GMWB
 benefit have changed for new purchasers, your benefit may be subject to the
 new charge going forward.

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 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 benefit, 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 benefit 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 benefit are October 13, 2005; 2.) an initial
 Purchase Payment of $250,000 (includes any Credits in the case of XT6); 3.) a
 Protected Value of $250,000; and 4.) a Protected Annual Withdrawal Amount of
 $17,500 (7% of $250,000). The values set forth here are purely hypothetical
 and do not reflect the charge for GMWB or any other fees and charges.

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

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

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

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

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

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

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 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 GMWB
..   In addition to any withdrawals you make under the GMWB benefit, Sub-account
    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
    benefit does not increase or decrease the amount otherwise payable under
    the Annuity's other death benefit options. Generally, the GMWB benefit
    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 benefit 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 benefit 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 benefit is in effect will be treated, for
    tax purposes, in the same way as any other withdrawals under your Annuity.
..   The GMWB benefit 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 benefit. The GMWB benefit
    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 benefit. Should we prohibit access to any
    investment option, any transfers required to move Account Value to eligible
    investment options will not be counted in determining the number of free
    transfers during an Annuity Year.


 Election of the Benefit

 The GMWB benefit is no longer available.


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

 Termination of the Benefit
 The benefit terminates automatically when your Protected Value reaches zero
 based on your withdrawals. 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

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 the termination is effective. The benefit terminates upon your surrender of
 your Annuity, upon due proof of death (unless your surviving spouse elects to
 continue your Annuity and the GMWB benefit or your Beneficiary elects to
 receive the amounts payable under the GMWB benefit in lieu of the death
 benefit) or upon your election to begin receiving annuity payments.

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

 Charges under the Benefit
..   Currently, we deduct a charge equal to 0.35% of the average daily net
    assets of the Sub-accounts per year for the GMWB benefit. The annual charge
    is deducted daily.
..   If, during the seven years following the effective date of the benefit, 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
    benefit, the benefit 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
    benefit. After year seven (7) following the effective date of the benefit,
    withdrawals will not cause a charge to be re-imposed.
..   If you elect to step-up the Protected Value under the benefit, and on the
    date you elect to step-up, the charges under the benefit have changed for
    new purchasers, your benefit 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 is no longer available for new elections.


 The Guaranteed Minimum Income Benefit is an optional benefit 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 Sub-account performance on
 your Account Value. The benefit 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 elected the GMIB benefit.


 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 benefit and is equal to your Account Value on such date. Currently, since
 the GMIB benefit 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
 benefit, 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 benefit or the effective date of the most recent step-up. However, we

                                      90



   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
 benefit 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 benefit 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 benefit, 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 benefit, and
    on the date you elect to step-up, the charges under the GMIB benefit have
    changed for new purchasers, your benefit 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 benefit 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);

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..   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, after 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 benefit. 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 benefit. 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.

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 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 benefit 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 benefit. Should we prohibit access to any
    investment option, any transfers required to move Account Value to eligible
    investment options will not be counted in determining the number of free
    transfers during an Annuity Year.
..   If you change the Annuitant after the effective date of the GMIB benefit,
    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 benefit based on his or her age at
    the time of the change, then the GMIB benefit will terminate.
..   Annuity payments made under the GMIB benefit 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
    benefit 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 Benefit

 The GMIB benefit is no longer available. The Annuitant must have been age 75
 or less as of the effective date of the GMIB benefit.


 Termination of the Benefit
 The GMIB benefit cannot be terminated by the Owner once elected. The GMIB
 benefit 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 benefit may also be terminated if you designate a new Annuitant who would
 not be eligible to elect the GMIB benefit based on his or her age at the time
 of the change.

 Upon termination of the GMIB benefit 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 Benefit
 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 benefit or any other annuity payment option we make available
 during an Annuity Year, or the GMIB benefit 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.

                                      93



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

 The Lifetime Five Income Benefit is no longer being offered. Lifetime Five
 could be elected only where the Annuitant and the Owner were the same person
 or, if the Annuity Owner is an entity, where there was only one Annuitant. The
 Annuitant must be at least 45 years old when the benefit is elected. The
 Lifetime Five Income Benefit was not available if you elected 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 benefit.


 The benefit 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 benefit 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 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 benefit - the guarantees are
 not lost if you withdraw less than the maximum allowable amount each year
 under the rules of the benefit.

 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 benefit, 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, 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 benefit 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 benefit 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 benefit 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 benefit
..   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 benefit 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 benefit
..   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 benefit, and on the
 date you elect to step-up, the charges under the Lifetime Five benefit have
 changed for new purchasers, your

                                      94



 benefit 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 benefit 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 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 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 benefit 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 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 benefit, if your cumulative
 withdrawals in an Annuity Year are less than or equal to the Annual Income
 Amount, they will not reduce your Annual Income Amount in subsequent Annuity
 Years, but any such withdrawals will reduce the Annual Income Amount on a
 dollar-for-dollar basis in that Annuity Year. If your cumulative withdrawals
 are in excess of the Annual Income Amount ("Excess Income"), your Annual
 Income Amount in subsequent years will be reduced (except with regard to
 required minimum distributions) by the result of the ratio of the Excess
 Income to the Account Value immediately prior to such withdrawal (see examples
 of this calculation below). Reductions include the actual amount of the
 withdrawal, including any CDSC that may apply. 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 benefit, 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

                                      95



 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 benefit 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 benefit
 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

                                      96



 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 Benefit
..   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 benefit 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.

                                      97



..   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 benefit are subject to all of the terms
    and conditions of your Annuity, including any applicable CDSC.
..   Withdrawals made while the Lifetime Five benefit is in effect will be
    treated, for tax purposes, in the same way as any other withdrawals under
    your Annuity. The Lifetime Five benefit 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 benefit. The
    Lifetime Five benefit 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 Benefit

 We no longer permit elections of Lifetime Five. If you wish, you may cancel
 the Lifetime Five benefit. You may then elect Highest Daily Lifetime 7 Plus,
 Highest Daily Lifetime 7 Plus with Beneficiary Income Option, Highest Daily
 Lifetime 7 Plus with Lifetime Income Accelerator, Spousal Highest Daily
 Lifetime 7 Plus, or Spousal Highest Daily Lifetime 7 Plus with Beneficiary
 Income Option (or any other currently available living benefit) on the
 Valuation Day after you have cancelled the Lifetime Five benefit provided, the
 request is received in good order (subject to state availability and in
 accordance with any applicable age requirements). Once the Lifetime Five
 benefit is canceled you are not required to re-elect another optional living
 benefit and any subsequent benefit election may be made on or after the first
 Valuation Day following the cancellation of the Lifetime Five benefit provided
 that the benefit you are looking to elect is available on a post- issue basis.
 If you cancel Lifetime Five, you lose all guarantees under the benefit and
 will base any guarantees under the new benefit based on your Account Value.
 Any such new benefit may be more expensive.


 Termination of the Benefit
 The benefit terminates automatically when your Protected Withdrawal Value and
 Annual Income Amount equal zero. 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. The
 benefit terminates upon your surrender of your Annuity, upon the death of the
 Annuitant, 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
 benefit at any time, we may not terminate the benefit other than in the
 circumstances listed above.

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

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

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 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.

 Note that under the Worker, Retiree and Employer Recovery Act of 2008,
 Required Minimum Distributions are suspended for 2009 and are scheduled to
 resume in 2010. We will continue to treat the calculated amount that would
 have been a required minimum distribution if not for the suspension as the
 amount available for withdrawal if you so choose.

 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 this prospectus for a
 detailed discussion of the tax treatment of withdrawals. We do not address
 each potential tax scenario that could arise with respect to this Benefit here.

 SPOUSAL LIFETIME FIVE/SM/ INCOME BENEFIT (SPOUSAL LIFETIME FIVE)/SM/
 The Spousal Lifetime Five benefit is no longer being offered. Spousal Lifetime
 Five must have been elected based on two Designated Lives, as described below.
 Each Designated Life must have been at least 55 years old when the benefit was
 elected. The Spousal Lifetime Five benefit was not available if you elected
 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 benefit.

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

 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 benefit, 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 benefit at the time you purchase
    your Annuity, the Account Value will be your initial Purchase Payment.

 Key Feature - Annual Income Amount under the Spousal Lifetime Five Income
 Benefit
 The initial Annual Income Amount is equal to 5% of the initial Protected
 Withdrawal Value. Under the Spousal Lifetime Five benefit, if your cumulative
 withdrawals in an Annuity Year are less than or equal to the Annual Income
 Amount, they will not reduce your Annual Income Amount in subsequent Annuity
 Years, but any such withdrawals will reduce the Annual Income Amount on a
 dollar-for-dollar basis in that Annuity Year. If, 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
 benefit does not affect your ability to make withdrawals under your Annuity or
 limit your ability to request withdrawals that exceed the Annual Income Amount.

 Step-Up of Annual Income Amount
 You may elect to step-up your Annual Income Amount if, due to positive market
 performance, 5% of your Account Value is greater than the Annual Income
 Amount. You are eligible to step-up the Annual Income Amount on or after the
 1/st/ anniversary of the first withdrawal under the Spousal Lifetime Five
 benefit. The Annual Income Amount can be stepped up again on or after the

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

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

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

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

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

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

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

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

 BENEFITS UNDER THE SPOUSAL LIFETIME FIVE BENEFIT
 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

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 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 benefit are subject to all of
    the terms and conditions of the Annuity, including any CDSC.
..   Withdrawals made while the Spousal Lifetime Five benefit is in effect will
    be treated, for tax purposes, in the same way as any other withdrawals
    under the Annuity. The Spousal Lifetime Five benefit 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 benefit. The
    Spousal Lifetime Five benefit provides a guarantee that if your Account
    Value declines due to market performance, you will be able to receive your
    Annual Income Amount in the form of periodic benefit payments.
..   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 benefit 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 benefit 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 Benefit
 We no longer permit elections of Spousal Lifetime Five - whether for those who
 currently participate in Spousal Lifetime Five or for those who are buying an
 Annuity for the first time. If you wish, you may cancel the Spousal Lifetime
 Five benefit. You may then elect Highest Daily Lifetime 7 Plus, Highest Daily
 Lifetime 7 Plus with Beneficiary Income Option, Highest Daily Lifetime 7 Plus
 with Lifetime Income Accelerator, Spousal Highest Daily Lifetime 7 Plus, or
 Spousal Highest Daily Lifetime 7 Plus with Beneficiary Income Option (or any
 other currently available living benefit) on the Valuation Day after have you
 cancelled the

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 Spousal Lifetime Five benefit, provided the request is received in good order
 (subject to state availability and any applicable age requirements). Once the
 Spousal Lifetime Five benefit is canceled you are not required to re-elect
 another optional living benefit and any subsequent benefit election may be
 made on or after the first Valuation Day following the cancellation of the
 Spousal Lifetime Five benefit provided that the benefit you are looking to
 elect is available on a post-issue basis. If you cancel the benefit, you lose
 all guarantees under the benefit, and your guarantee under any new benefit you
 elect will be based on your Account Value at that time.


 Spousal Lifetime Five could only be elected based on two Designated Lives.
 Designated Lives must be natural persons who are each other's spouses at the
 time of election of the benefit and at the death of the first of the
 Designated Lives to die. Spousal Lifetime Five only could be elected where the
 Owner, Annuitant, and Beneficiary designations are as follows:
..   One Annuity Owner, where the Annuitant and the Owner are the same person
    and the beneficiary is the Owner's spouse. The Owner/Annuitant and the
    beneficiary each must be at least 59 1/2 years old at the time of election;
    or
..   Co-Annuity Owners, where the Owners are each other's spouses. The
    beneficiary designation must be the surviving spouse, or the spouses named
    equally. One of the owners must be the Annuitant. Each Owner must each be
    at least 59 1/2 years old at the time of election; or
..   One Annuity Owner, where the Owner is a custodial account established to
    hold retirement assets for the benefit of the Annuitant pursuant to the
    provisions of Section 408(a) of the Internal Revenue Code (or any successor
    Code section thereto) ("Custodial Account"), the beneficiary is the
    Custodial Account, and the spouse of the Annuitant is the Contingent
    Annuitant. Both the Annuitant and the Contingent Annuitant each must be at
    least 59 1/2 years old at the time of election.

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


 Termination of the Benefit
 The benefit terminates automatically when your Annual Income Amount equals
 zero. 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. The benefit 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 benefit will no longer be deducted
 from your Account Value upon termination of the benefit.

 Additional Tax Considerations
 If you purchase an Annuity as an investment vehicle for "qualified"
 investments, including an IRA, SEP-IRA, Tax Sheltered Annuity (or 403(b)) or
 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. 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.

 Note that under the Worker, Retiree and Employer Recovery Act of 2008,
 Required Minimum Distributions are suspended for 2009 and are scheduled to
 resume in 2010. We will continue to treat the calculated amount that would
 have been a required minimum distribution if not for the suspension as the
 amount available for withdrawal if you so choose.

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

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

 The Highest Daily Lifetime Five benefit is no longer offered for new
 elections. 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 was not
 available if you elected 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 benefit.


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 The 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 Sub-account performance on the Account
 Value, subject to our benefit 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 Sub-account performance
 will not affect your ability to receive annual payments. You are not required
 to make withdrawals as part of the benefit - the guarantees are not lost if
 you withdraw less than the maximum allowable amount each year under the rules
 of the benefit. As discussed below, we require that you participate in our
 asset transfer program in order to participate in Highest Daily Lifetime Five,
 and in Appendix G 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 mathematical 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

                                      103



 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 benefit 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


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

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



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


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

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

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

 Benefits Under the Highest Daily Lifetime Five Benefit
..   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.

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..   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 mathematical formula 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 or from
    a Fixed Allocation if you elect this benefit.

..   Transfers to and from the Sub-accounts and the Benefit Fixed Rate Account
    triggered by the formula component of the benefit will not count toward the
    maximum number of free transfers allowable under an Annuity.

..   In general, you must allocate your Account Value in accordance with the
    then available investment option(s) that we may prescribe in order to elect
    and maintain the Highest Daily Lifetime Five benefit. If, subsequent to
    your election of the benefit, we change our requirements for how Account
    Value must be allocated under the benefit, the new requirement will apply
    only to new elections of the benefit, and we will not compel you to
    re-allocate your Account Value in accordance with our newly-adopted
    requirements. Subsequent to any change in requirements, transfers of
    Account Value and allocation of additional purchase payments may be subject
    to the new investment limitations.
..   The charge for Highest Daily Lifetime Five is 0.60% annually, assessed
    against the average daily net assets of the Sub-accounts and as a reduction
    to the interest rate credited under the Benefit Fixed Rate Account. This
    charge is in addition to any other fees under the annuity.

 Election of and Designations under the Benefit
 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.


 We no longer permit elections of Highest Daily Lifetime Five. If you wish, you
 may cancel the Highest Daily Lifetime Five benefit. You may then elect Highest
 Daily Lifetime 7 Plus, Highest Daily Lifetime 7 Plus with Beneficiary Income
 Option, Highest Daily Lifetime 7 Plus with Lifetime Income Accelerator,
 Spousal Highest Daily Lifetime 7 Plus, or Spousal Highest Daily Lifetime 7
 Plus with Beneficiary Income Option (or any other currently available living
 benefit) on the Valuation Day after you have cancelled the Highest Daily
 Lifetime Five benefit, provided the request is received in good order (subject
 to state availability and any applicable age requirements). Upon cancellation
 of the Highest Daily Lifetime Five benefit, any Account Value allocated to the
 Benefit Fixed Rate Account used with the formula will be reallocated to the
 Permitted Sub-Accounts according to your most recent allocation instructions
 or, in absence of such instructions, pro-rata. Once the Highest Daily Lifetime
 Five benefit is canceled you are not required to re-elect another optional
 living benefit and any subsequent benefit election may be made on or after the
 first Valuation Day following the cancellation of the Highest Daily Lifetime
 Five benefit provided that the benefit you are looking to elect is available
 on a post-issue basis. If you cancel the benefit, you lose all guarantees
 under the benefit, and your guarantee under any new benefit you elect will be
 based on your Account Value at that time. Any such new benefit may be more
 expensive.


 Termination of the Benefit
 You may terminate the benefit at any time by notifying us. If you terminate
 the benefit, any guarantee provided by the benefit will terminate as of the
 date the termination is effective, and certain restrictions on re-election
 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. If
 you terminate the benefit, you will lose the Protected Withdrawal Value,
 Annual Income Amount, as well as any Enhanced Protected Withdrawal Value and
 Return of Principal Guarantees.

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

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

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

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

 Mathematical Formula 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 mathematical formula 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"). This required formula helps us manage our financial exposure
 under the benefit, by moving assets to a more stable option (i.e., 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 or transfer Account Value to or from the
 Benefit Fixed Rate Account. The interest rate that we pay with respect to the
 Benefit Fixed Rate Account is reduced by an amount that corresponds generally
 to the charge that we assess against your variable Sub-accounts for Highest
 Daily Lifetime Five. The Benefit Fixed Rate Account is not subject to the
 Investment Company Act of 1940 or the Securities Act of 1933.


 Under the formula 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 the 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 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. If you elect the new mathematical formula, see the
 discussion below regarding the 90% cap.

 As you can glean from the formula, poor investment performance of your Account
 Value may result in a transfer of a portion of your variable Account Value to
 the Benefit Fixed Rate Account, because such poor investment performance will
 tend to increase the Target Ratio. Moreover, "flat" investment returns of your
 Account Value over a period of time also could result in the transfer of your
 Account Value to the Benefit Fixed Rate Account. Because the amount allocated
 to the Benefit Fixed Rate Account and the amount allocated to

                                      107



 the Permitted Sub-accounts each is a variable in the formula, the investment
 performance of each affects whether a transfer occurs for your Annuity. In
 deciding how much to transfer, we use another formula, which essentially seeks
 to re-balance amounts held in the Permitted Sub-accounts and the Benefit Fixed
 Rate Account so that the Target Ratio meets a target, which currently is equal
 to 80%. Once you elect Highest Daily Lifetime Five, the ratios we use will be
 fixed. For newly issued annuities that elect Highest Daily Lifetime Five and
 existing annuities that elect Highest Daily Lifetime Five, however, we reserve
 the right to change the ratios.

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

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

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

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

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

 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

                                      108



 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.

 Note that under the Worker, Retiree and Employer Recovery Act of 2008,
 Required Minimum Distributions are suspended for 2009 and are scheduled to
 resume in 2010. We will continue to treat the calculated amount that would
 have been a required minimum distribution if not for the suspension as the
 amount available for withdrawal if you so choose.

 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.

 Optional 90% Cap Rule Feature for the Formula Under Highest Daily Lifetime
 Five.
 If you currently participate in the Highest Daily Lifetime Five Income
 Benefit, you can elect this feature which utilizes a new mathematical formula.
 The new formula is described below and will (if you elect it) replace the
 "Transfer Calculation" portion of the mathematical formula currently used in
 connection with your benefit on a prospective basis. There is no cost to
 adding this feature to your Annuity. This election may only be made once and
 may not be revoked once elected. This feature is available subject to state
 approval. The new formula is found in Appendix G (page G-2).

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

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

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

 In the event that more than ninety percent (90%) of your Account Value is
 allocated to the Benefit Fixed Rate Account and you have elected this feature,
 up to ten percent (10%) of your Account Value currently allocated to the
 Benefit Fixed Rate Account will

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 be transferred to your Permitted Sub-accounts, such that after the transfer,
 90% of your Account Value on the date of the transfer is in the Benefit Fixed
 Rate Account. The transfer to the Permitted Sub-accounts will be based on your
 existing allocation instructions or (in the absence of such existing
 instructions) pro rata (i.e., in the same proportion as the current balances
 in your variable investment options). Amounts taken out of the Benefit Fixed
 Rate Account will be withdrawn for this purpose on a last-in, first-out basis
 (an amount renewed into a new guarantee period under the Benefit Fixed Rate
 Account will be deemed a new investment for purposes of this last-in,
 first-out rule). It is possible that additional transfers might occur after
 this initial transfer if dictated by the formula. The amounts of such
 additional transfer(s) will vary.


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

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

 HIGHEST DAILY LIFETIME SEVEN/SM/ INCOME BENEFIT (HD 7)/SM/
 The income benefit under Highest Daily Lifetime Seven currently is based on a
 single "designated life" who is at least 55 years old on the date that the
 benefit is acquired. The Highest Daily Lifetime Seven Benefit is not available
 if you elect any other optional living benefit, although you may elect any
 optional death benefit other than the Highest Daily Value death benefit or the
 Plus40 Life Insurance Rider. As long as your Highest Daily Lifetime Seven
 Benefit is in effect, you must allocate your Account Value in accordance with
 the then permitted and available investment option(s) with this benefit. For a
 more detailed description of the permitted investment options, see the
 Investment options section of this prospectus. Highest Daily Lifetime Seven is
 only available in those states that have not yet approved Highest Daily
 Lifetime 7 Plus.

 We offer a benefit that guarantees until the death of the single designated
 life the ability to withdraw an annual amount (the "Annual Income Amount")
 equal to a percentage of an initial principal value (the "Protected Withdrawal
 Value") regardless of the impact of market performance on the Account Value,
 subject to our benefit 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 benefit - the guarantees are not lost if you withdraw less than
 the maximum allowable amount each year under the rules of the benefit. As
 discussed below, we require that you participate in our asset transfer benefit
 in order to participate in Highest Daily Lifetime Seven, and in Appendix J to
 this prospectus, we set forth the formula under which we make those asset
 transfers.

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

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

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

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

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

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

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

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

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

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

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

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

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 feature. If you receive notice of a proposed step-up and accompanying fee
 increase, you should carefully evaluate whether the amount of the step-up
 justifies the increased fee to which you will be subject.

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

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

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

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

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

 Here is the calculation:


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


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

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

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


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

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

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

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

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

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

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

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

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 Other Important Considerations
..   Withdrawals under the Highest Daily Lifetime Seven benefit are subject to
    all of the terms and conditions of the Annuity, including any CDSC that may
    apply. Note that if your withdrawal of the Annual Income Amount in a given
    Annuity Year exceeds the applicable free withdrawal amount under the
    Annuity (but is not considered Excess Income), we will not impose any CDSC
    on the amount of that withdrawal. However, we may impose a CDSC on the
    portion of a withdrawal that is deemed Excess Income.
..   Withdrawals made while the Highest Daily Lifetime Seven Benefit is in
    effect will be treated, for tax purposes, in the same way as any other
    withdrawals under the Annuity. The Highest Daily Lifetime Seven Benefit
    does not directly affect the Account Value or surrender value, but any
    withdrawal will decrease the Account Value by the amount of the withdrawal
    (plus any applicable CDSC). If you surrender your Annuity you will receive
    the current surrender value.
..   You can make withdrawals from your Annuity while your Account Value is
    greater than zero without purchasing the Highest Daily Lifetime Seven
    benefit. The Highest Daily Lifetime Seven benefit provides a guarantee that
    if your Account Value declines due to market performance, you will be able
    to receive your Annual Income Amount in the form of periodic benefit
    payments.
..   Upon inception of the benefit, 100% of your Account Value must be allocated
    to the permitted Sub-accounts.
..   You cannot allocate purchase payments or transfer Account Value to or from
    the AST Investment Grade Bond Portfolio Sub-account (see description below)
    if you elect this benefit. A summary description of the AST Investment
    Grade Bond Portfolio appears within the Prospectus section entitled "What
    Are The Investment Objectives and Policies of The Portfolios?". Upon the
    initial transfer of your Account Value into the AST Investment Grade Bond
    Portfolio, we will send a prospectus for that Portfolio to you, along with
    your confirmation. In addition, you can find a copy of the AST Investment
    Grade Bond Portfolio prospectus by going to www.prudentialannuities.com.
..   Transfers to and from the elected Sub-accounts and an AST Investment Grade
    Bond Portfolio Sub-account triggered by the mathematical formula component
    of the benefit will not count toward the maximum number of free transfers
    allowable under an Annuity.
..   You must allocate your Account Value in accordance with the then available
    investment option(s) that we may prescribe in order to elect and maintain
    the Highest Daily Lifetime Seven benefit. If, subsequent to your election
    of the benefit, we change our requirements for how Account Value must be
    allocated under the benefit, the new requirement will apply only to new
    elections of the benefit, and we will not compel you to re-allocate your
    Account Value in accordance with our newly adopted requirements. Subject to
    any change in requirements, transfer of Account Value and allocation of
    additional purchase payments may be subject to new investment limitations.

..   If you elect this benefit, and in connection with that election you are
    required to reallocate to different investment options permitted under this
    benefit, then on the Valuation Day on which we receive your request in Good
    Order, we will (i) sell units of the non-permitted investment options and
    (ii) invest the proceeds of those sales in permitted investment options
    that you have designated. During this reallocation process, your Account
    Value allocated to the Sub-accounts will remain exposed to investment risk,
    as is the case generally. The newly-elected benefit will commence at the
    close of business on the following Valuation Day. Thus, the protection
    afforded by the newly-elected benefit will not arise until the close of
    business on the following Valuation Day.

..   The fee for Highest Daily Lifetime Seven is 0.60% annually of the Protected
    Withdrawal Value. We deduct this fee at the end of each quarter, where each
    such quarter is part of a year that begins on the effective date of the
    benefit or an anniversary thereafter. Thus, on each such quarter-end (or
    the next Valuation Day, if the quarter-end is not a Valuation Day), we
    deduct 0.15% of the Protected Withdrawal Value at the end of the quarter.
    We deduct the fee pro rata from each of your Sub-accounts including the AST
    Investment Grade Bond Portfolio Sub-account. Since this fee is based on the
    Protected Withdrawal Value the fee for Highest Daily Lifetime Seven may be
    greater than it would have been, had it been based on the Account Value
    alone. If the fee to be deducted exceeds the current Account Value, we will
    reduce the Account Value to zero, and continue the benefit as described
    above.

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

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

 If you wish, you may cancel any Highest Daily Lifetime Seven benefit. You may
 then elect Highest Daily Lifetime 7 Plus, Highest Daily Lifetime 7 Plus with
 Beneficiary Income Option, Highest Daily Lifetime 7 Plus with Lifetime Income
 Accelerator, Spousal Highest Daily Lifetime 7 Plus, or Spousal Highest Daily
 Lifetime 7 Plus with Beneficiary Income Option (or any other currently
 available living benefit) on the Valuation Day after you have cancelled the
 Highest Daily Lifetime Seven benefit, provided the request is received in good
 order (subject to state availability and any applicable age requirements).
 Upon cancellation of any Highest Daily Lifetime Seven benefit, any Account
 Value allocated to the AST Investment Grade Bond Portfolio Sub-account used
 with the formula will be reallocated to the Permitted Sub-Accounts according
 to your most recent allocation instructions or, in absence of such
 instructions, pro rata. You should be aware that upon termination of Highest
 Daily Lifetime Seven, you will lose the Protected Withdrawal Value (including
 the Tenth Anniversary Date Guarantee), Annual Income Amount, and the Return of
 Principal Guarantee

                                      114




 that you had accumulated under the benefit. Thus, the initial guarantees under
 any newly-elected benefit will be based on your current Account Value at the
 time you elect a new benefit. Once the Highest Daily Lifetime Seven benefit is
 canceled you are not required to re-elect another optional living benefit and
 any subsequent benefit election may be made on or after the first Valuation
 Day following the cancellation of the Highest Daily Lifetime Seven benefit
 provided that the benefit you are looking to elect is available on a
 post-issue basis. If you cancel the benefit, you lose all guarantees under the
 benefit, and your guarantee under any new benefit you elect will be based on
 your Account Value at that time. Any such new benefit may be more expensive.


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

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

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

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

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

 Mathematical Formula Component of Highest Daily Lifetime Seven
 As indicated above, we limit the Sub-accounts to which you may allocate
 Account Value if you elect Highest Daily Lifetime Seven. For purposes of the
 benefit, we refer to those permitted Sub-accounts as the "Permitted
 Sub-accounts". As a requirement of participating in Highest Daily Lifetime
 Seven, we require that you participate in our mathematical formula, under
 which we may transfer Account Value between the Permitted Sub-accounts and a
 specified bond fund within the Advanced Series Trust (the "AST Investment
 Grade Bond Sub-account"). We determine whether to make a transfer, and the
 amount of any transfer, under a non-discretionary formula, discussed below.
 The AST Investment Grade Bond Sub-account is available only with this benefit,
 and thus you may not allocate purchase payments to the AST Investment Grade
 Bond Sub-account. Under the formula component of Highest Daily Lifetime Seven,
 we monitor your Account Value daily and, if dictated by the formula,
 systematically transfer amounts between the Permitted Sub-accounts you have
 chosen and the AST Investment Grade Bond Sub-account. Any transfer would be
 made in accordance with a formula, which is set forth in Appendix J to this
 prospectus.

 Speaking generally, the formula, which we apply each Valuation Day, operates
 as follows. The formula starts by identifying an income basis for that day and
 then multiplies that figure by 5%, to produce a projected (i.e., hypothetical)
 income amount. Note that we use 5% in the formula, irrespective of the
 Annuitant's attained age. Then we produce an estimate of the total amount we
 would target in our allocation model, based on the projected income amount and
 factors set forth in the formula. In the formula, we refer to that value as
 the "Target Value" or "L". If you have already made a withdrawal, your
 projected income amount (and thus your Target Value) would take into account
 any automatic step-up, any subsequent purchase payments, and any excess
 withdrawals. Next, the formula subtracts from the Target Value the amount held
 within the AST Investment Grade Bond Sub-account on that day, and divides that
 difference by the amount held within the Permitted Sub-accounts. That ratio,
 which essentially isolates the amount of your Target Value that is not offset
 by amounts held within the AST Investment Grade Bond Sub-account, is called
 the "Target Ratio" or "r". If the Target Ratio exceeds a certain percentage
 (currently 83%), it means essentially that too much Target Value is not offset
 by assets within the AST Investment Grade Bond Sub-account, and therefore

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 we will transfer an amount from your Permitted Sub-accounts to the AST
 Investment Grade Bond Sub-account. Conversely, if the Target Ratio falls below
 a certain percentage (currently 77%), then a transfer from the AST Investment
 Grade Bond Sub-account to the Permitted Sub-accounts would occur.

 If you elect the new formula (90% Cap Rule), see discussion below.

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

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

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

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

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

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

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

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 Additional Tax Considerations

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


 Note that under the Worker, Retiree and Employer Recovery Act of 2008,
 Required Minimum Distributions are suspended for 2009 and are scheduled to
 resume in 2010. We will continue to treat the calculated amount that would
 have been a required minimum distribution if not for the suspension as the
 amount available for withdrawal if you so choose.

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

 HD Lifetime Seven/SM/ with Beneficiary Income Option
 There is an optional death benefit feature under this benefit, the amount of
 which is linked to your Annual Income Amount. We refer to this optional death
 benefit as the Beneficiary Income Option or ("BIO"). You may choose Highest
 Daily Lifetime Seven without also selecting the Beneficiary Income Option
 death benefit. You must elect the Beneficiary Income Option death benefit at
 the time you elect Highest Daily Lifetime Seven. Highest Daily Lifetime Seven
 with Beneficiary Income Option is only available in states that have not yet
 approved Highest Daily Lifetime 7 Plus with Beneficiary Income Option. If you
 terminate your Highest Daily Lifetime Seven benefit to elect the Highest Daily
 Lifetime Seven with Beneficiary Income Option benefit, you will lose the
 guarantees that you had accumulated under your Highest Daily Lifetime Seven
 benefit and will begin new guarantees under the Highest Daily Lifetime Seven
 with BIO benefit based on the Account Value as of the date the new benefit
 becomes active. This benefit may be elected, provided that all owners and
 beneficiaries are natural persons or an agent acting for a natural person.

 If you elect this death benefit, you may not elect any other optional benefit.
 You may elect the Beneficiary Income Option death benefit so long as the
 Annuitant is no older than age 75 at the time of election. For purposes of
 this optional death benefit, we calculate the Annual Income Amount and
 Protected Withdrawal Value in the same manner that we do under Highest Daily
 Lifetime Seven itself . Because the fee for this benefit is based on the
 Protected Withdrawal Value, the fee for Highest Daily Lifetime Seven with the
 Beneficiary Income Option may be greater than it would have been based on the
 Account Value alone.

 Upon a death that triggers payment of a death benefit under the Annuity, we
 identify the following amounts: (a) the amount of the basic death benefit
 under the Annuity (b) the Protected Withdrawal Value and (c) the Annual Income
 Amount. If there were no withdrawals prior to the date of death, then we
 calculate the Protected Withdrawal Value for purposes of this death benefit as
 of the date of death, and we calculate the Annual Income Amount as if there
 were a withdrawal on the date of death. If there were withdrawals prior to the
 date of death, then we set the Protected Withdrawal Value and Annual Income
 Amount for purposes of this death benefit as of the date that we receive due
 proof of death.

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

 Here is an example to illustrate how the death benefit may be paid:
..   Assume that (i) the basic death benefit is $50,000, the Protected
    Withdrawal Value is $100,000, and the Annual Income Amount is $5,000;
    (ii) there are two beneficiaries (the first designated to receive 75% of
    the death benefit and the second designated to receive 25% of the death
    benefit); (iii) the first beneficiary chooses to receive his/her portion of
    the death benefit in the form of the Annual Income Amount, and the second
    beneficiary chooses to receive his/her portion of the death benefit with
    reference to the basic death benefit.

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..   Under those assumptions, the first beneficiary will be paid a pro-rated
    portion of the Annual Income Amount for 20 years (the 20 year pay out
    period is derived from the $5,000 Annual Income Amount, paid each year
    until it exhausts the entire $100,000 Protected Withdrawal Value).

 The pro-rated portion of the Annual Income Amount, equal to $3,750 annually
 (i.e., the first beneficiary's 75% share multiplied by $5000), is then paid
 each year for the 20 year period. Payment of $3,750 for 20 years results in
 total payments of $75,000 (i.e., the first beneficiary's 75% share of the
 $100,000 Protected Withdrawal Value).

 The second beneficiary would receive 25% of the basic death benefit amount (or
 $12,500).

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

 HD Lifetime Seven/SM/ with Lifetime Income Accelerator
 There is another version of Highest Daily Lifetime Seven that we call Highest
 Daily Lifetime Seven with Lifetime Income Accelerator ("Highest Daily Lifetime
 Seven with LIA"). Highest Daily Lifetime Seven with Lifetime Income
 Accelerator is only available in states where Highest Daily Lifetime 7 Plus
 with Lifetime Income Accelerator is not yet approved. Highest Daily Lifetime
 Seven with LIA is offered as an alternative to other lifetime withdrawal
 options. If you elect this benefit, you may not elect any other optional
 benefit. The income benefit under Highest Daily Lifetime Seven with LIA
 currently is based on a single "designated life" who is between the ages of 55
 and 75 on the date that the benefit is elected. If you terminate your Highest
 Daily Lifetime Seven Benefit to elect the Highest Daily Lifetime Seven with
 LIA benefit, you will lose the guarantees that you had accumulated under your
 Highest Daily Lifetime Seven benefit and will begin the new guarantees under
 the Highest Daily Lifetime Seven benefit with LIA based on the account value
 as of the date the new benefit becomes active.

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

 Highest Daily Lifetime Seven with LIA guarantees, until the death of the
 single designated life, the ability to withdraw an amount equal to double the
 Annual Income Amount (which we refer to as the "LIA Amount") if you meet the
 conditions set forth below. If you choose the Highest Daily Lifetime Seven
 with LIA, the maximum charge is 2.00% of Protected Withdrawal Value ("PWV")
 annually. We deduct the current charge (0.95% of PWV) at the end of each
 quarter, where each such quarter is part of a year that begins on the
 effective date of the benefit or an anniversary thereafter. Thus, on each such
 quarter-end (or the next Valuation Day, if the quarter-end is not a Valuation
 Day), we deduct 0.2375% of the Protected Withdrawal Value at the end of the
 quarter. We deduct the fee pro rata from each of your Sub-accounts including
 the AST Investment Grade Bond Portfolio Sub-account. Since this fee is based
 on the protected withdrawal value, the fee for Highest Daily Lifetime Seven
 with LIA may be greater than it would have been, had it been based on the
 Account Value alone. If the fee to be deducted exceeds the current Account
 Value, we will reduce the Account Value to zero, and continue the benefit as
 described below.

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

 You may choose Highest Daily Lifetime Seven without also electing LIA, however
 you may not elect LIA without Highest Daily Lifetime Seven. All terms and
 conditions of Highest Daily Lifetime Seven apply to this version of the
 benefit, except as described herein. Currently, if you elect Highest Daily
 Lifetime Seven with LIA and subsequently terminate the benefit, you will be
 able to re-elect Highest Daily Lifetime Seven with LIA but all conditions of
 the benefit described below must be met, and you may be subject to a waiting
 period until you can elect this or another lifetime withdrawal benefit.

 Eligibility Requirements for LIA Amount. Both a waiting period of 36 months,
 from the benefit effective date, and an elimination period of 120 days, from
 the date of notification that one or both of the requirements described
 immediately below have been met, apply before you can become eligible for the
 LIA Amount. Assuming the 36 month waiting period has been met and we have
 received the notification referenced in the immediately preceding sentence,
 the LIA amount would be available for withdrawal on the Valuation Day
 immediately after the 120/th/ day. The waiting period and the elimination
 period may run concurrently. In addition to satisfying the waiting and
 elimination period, either or both of the following requirements ("LIA
 conditions") must be met. It is not necessary to meet both conditions:

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

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 (2)The designated life is unable to perform two or more basic abilities of
    caring for oneself or "activities of daily living." We define these basic
    abilities as:

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

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

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

 You should also keep in mind that, at the time you are experiencing the LIA
 conditions that would qualify you for the LIA Amount, you may also be
 experiencing other disabilities that could impede your ability to conduct your
 affairs. You may wish to consult with a legal advisor to determine whether you
 should authorize a fiduciary who could notify us if you meet the LIA
 conditions and apply for the benefit.

 You should also keep in mind that, at the time you are experiencing the LIA
 conditions that would qualify you for the LIA Amount, you may also be
 experiencing other disabilities that could impede your ability to conduct your
 affairs. You may wish to consult with a legal advisor to determine whether you
 should authorize a fiduciary who could notify us if you meet the LIA
 conditions and apply for the benefit.

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

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

 Withdrawals In Excess of the LIA amount. If your cumulative withdrawals in an
 Annuity Year are in excess of the LIA Amount when you are eligible ("Excess
 Withdrawal"), your LIA Amount in subsequent years will be reduced (except with
 regard to required minimum distributions) by the result of the ratio of the
 excess portion of the withdrawal to the Account Value immediately prior to the
 Excess Withdrawal. Reductions include the actual amount of the withdrawal,
 including any CDSC that may apply. Withdrawals of any amount up to and
 including the LIA Amount will reduce the Protected Withdrawal Value by the
 amount of the withdrawal. Excess Withdrawals will reduce the Protected
 Withdrawal Value by the same ratio as the reduction to the LIA Amount. Any
 withdrawals that are less than or equal to the LIA amount (when eligible) but
 in excess of the free withdrawal amount available under this Annuity will not
 incur a CDSC.

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

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

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

 Guarantee Payments. If your Account Value is reduced to zero as a result of
 cumulative withdrawals that are equal to or less than the LIA Amount, or as a
 result of the fee that we assess for Highest Daily Lifetime Seven with LIA,
 and there is still a LIA Amount available, we will make an additional payment
 for that Annuity Year equal to the remaining LIA Amount. Thus, in that
 scenario, the remaining LIA Amount would be payable even though your Account
 Value was reduced to zero. In subsequent Annuity Years we make payments that
 equal the LIA Amount as described in this section. We will make payments until
 the death of the single designated life. Should the designated life no longer
 qualify for the LIA amount (as described under "Eligibility Requirements for
 LIA Amount" above), the Annual Income Amount would continue to be available.
 Subsequent eligibility for the LIA Amount would require the completion of the
 120 day elimination period as well as meeting the LIA conditions listed above
 under "Eligibility Requirements for LIA Amount". To the extent that cumulative
 withdrawals in the current Annuity Year that reduce your Account Value to zero
 are more than the LIA Amount (except in the case of required minimum
 distributions), Highest Daily Lifetime Seven with LIA terminates, and no
 additional payments are made.

 Annuity Options. In addition to the Highest Daily Lifetime Seven Annuity
 Options described above, after the 10/th/ benefit anniversary you may also
 request that we make annuity payments each year equal to the Annual Income
 Amount. In any year that you are eligible for the LIA Amount, we make annuity
 payments equal to the LIA Amount. If you would receive a greater payment by
 applying your Account Value to receive payments for life under your Annuity,
 we will pay the greater amount. Prior to the 10/th/ benefit anniversary this
 option is not available.

 We will continue to make payments until the death of the Designated Life. If
 this option is elected, the Annual Income Amount and LIA Amount will not
 increase after annuity payments have begun.

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


 Optional 90% Cap Rule Feature for Formula for Highest Daily Lifetime Seven
 If you currently own an Annuity and have elected the Highest Daily Lifetime
 Seven Income Benefit (including Highest Daily Lifetime Seven with Beneficiary
 Income Option and Highest Daily Lifetime Seven with Lifetime Income
 Accelerator) or Spousal Highest Daily Lifetime Seven Income Benefit (including
 Spousal Highest Daily Lifetime Seven with Beneficiary Income Option), you can
 elect this feature (subject to state approval) which utilizes a new
 mathematical formula. The new formula is described below and will replace the
 "Transfer Calculation" portion of the mathematical formula currently used in
 connection with your benefit on a prospective basis. This election may only be
 made once and may not be revoked once elected. The new mathematical formula is
 added to Appendix J.


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

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

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

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

 In the event that more than ninety percent (90%) of your Account Value is
 allocated to the AST Investment Grade Bond Sub-account and you have elected
 this feature, up to ten percent (10%) of your Account Value currently
 allocated to the AST Investment Grade Bond Sub-account will be transferred to
 your Permitted Sub-accounts, such that after the transfer, 90% of your Account
 Value on the date of the transfer is in the AST Investment Grade Bond
 Sub-account. The transfer to the Permitted Sub-accounts will be based on your
 existing allocation instructions or (in the absence of such existing
 instructions) pro rata (i.e., in the same proportion as the current balances
 in your variable investment options). It is possible that additional transfers
 might occur after this initial transfer if dictated by the formula. The
 amounts of such additional transfer(s) will vary. If on the date this feature
 is elected 100% of your Account Value is allocated to the AST Investment Grade
 Bond Sub-account, a transfer of an amount equal to 10% of your Account Value
 will be made to your Permitted Sub-accounts. It is possible that an additional
 transfer to the permitted Sub-accounts could occur following the Valuation
 Day, and in some instances (based on the formula) this additional transfer
 could be large.

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

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

 SPOUSAL HIGHEST DAILY LIFETIME SEVEN/SM/ INCOME BENEFIT (SHD7)/SM/
 Spousal Highest Daily Lifetime Seven is the spousal version of Highest Daily
 Lifetime Seven. Spousal Highest Daily Lifetime Seven is only available in
 those states that have not yet approved Spousal Highest Daily Lifetime 7 Plus.
 Spousal Highest Daily Lifetime Seven must be elected based on two Designated
 Lives, as described below. Each Designated Life must be at least 59 1/2 years
 old when the benefit is elected. Spousal Highest Daily Lifetime Seven is not
 available if you elect any other optional living benefit or optional death
 benefit. As long as your Spousal Highest Daily Lifetime Seven Benefit is in
 effect, you must allocate your Account Value in accordance with the then
 permitted and available investment option(s) with this benefit. For a more
 detailed description of permitted investment options, see the Investment
 options section of this prospectus.

 The benefit that guarantees until the later death of two natural persons who
 are each other's spouses at the time of election of the benefit and at the
 first death of one of them (the "Designated Lives", and each, a "Designated
 Life") the ability to withdraw an annual amount (the "Annual Income Amount")
 equal to a percentage of an initial principal value (the "Protected Withdrawal
 Value") regardless of the impact of Sub-account performance on the Account
 Value, subject to our benefit rules regarding the timing and amount of
 withdrawals. The benefit may be appropriate if you intend to make periodic
 withdrawals from your Annuity, wish to ensure that Sub-account performance
 will not affect your ability to receive annual payments, and wish either
 spouse to be able to continue the Spousal Highest Daily Lifetime Seven benefit
 after the death of the first spouse. You are not required to make withdrawals
 as part of the benefit - the guarantees are not lost if you withdraw less than
 the maximum allowable amount each year under the rules of the benefit. As
 discussed below, we require that you participate in our asset transfer benefit
 in order to participate in Spousal Highest Daily Lifetime Seven, and in
 Appendix J to this prospectus, we set forth the formula under which we make
 those asset transfers.

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

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

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

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

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

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

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

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

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

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

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

                                      122




 Income Amount. A Purchase Payment that you make will (i) increase the
 then-existing Annual Income Amount by an amount equal to a percentage of the
 Purchase Payment (including the amount of any associated Credits) based on the
 age of the Annuitant at the time of the first withdrawal (the percentages are:
 5% for ages 79 and younger, 6% for ages 80-84, 7% for ages 85-89, and 8% for
 ages 90 and older) and (ii) increase the Protected Withdrawal Value by the
 amount of the Purchase Payment (including the amount of any associated
 Credits).


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

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

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

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

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

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

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 Here is the calculation:


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


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

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



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


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

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

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

 Benefits Under the Spousal Highest Daily Lifetime Seven Benefit
..   To the extent that your Account Value was reduced to zero as a result of
    cumulative withdrawals that are equal to or less than the Annual Income
    Amount or as a result of the fee that we assess for Spousal Highest Daily
    Lifetime Seven, and amounts are still payable under Spousal Highest Daily
    Lifetime Seven, we will make an additional payment, if any, for that
    Annuity Year equal to the remaining Annual Income Amount for the Annuity
    Year. Thus, in that scenario, the remaining Annual Income Amount would be
    payable even though your Account Value was reduced to zero. In subsequent
    Annuity Years we make payments that equal the Annual Income Amount as
    described in this section. We will make payments until the death of the
    first of the Designated Lives to die, and will continue to make payments
    until the death of the second Designated Life as long as the Designated
    Lives were spouses at the time of the first death. To the extent that
    cumulative withdrawals in the current Annuity

                                      124



   Year that reduced your Account Value to zero are more than the Annual Income
    Amount, the Spousal Highest Daily Lifetime Seven benefit terminates, and no
    additional payments will be made. However, if a withdrawal in the latter
    scenario was taken to meet required minimum distribution requirements under
    the Annuity, then the benefit will not terminate, and we will continue to
    pay the Annual Income Amount in the form of a fixed annuity.
..   If Annuity payments are to begin under the terms of your Annuity, or if you
    decide to begin receiving Annuity payments and there is a Annual Income
    Amount due in subsequent Annuity Years, you can elect one of the following
    two options:

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

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

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

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

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

 Other Important Considerations
..   Withdrawals under the Spousal Highest Daily Lifetime Seven benefit are
    subject to all of the terms and conditions of the Annuity, including any
    CDSC that may apply. Note that if your withdrawal of the Annual Income
    Amount in a given Annuity Year exceeds the applicable free withdrawal
    amount under the Annuity (but is not considered Excess Income), we will not
    impose any CDSC on the amount of that withdrawal. However, we may impose a
    CDSC on the portion of a withdrawal that is deemed Excess Income.
..   Withdrawals made while the Spousal Highest Daily Lifetime Seven Benefit is
    in effect will be treated, for tax purposes, in the same way as any other
    withdrawals under the Annuity. The Spousal Highest Daily Lifetime Seven
    Benefit does not directly affect the Account Value or surrender value, but
    any withdrawal will decrease the Account Value by the amount of the
    withdrawal (plus any applicable CDSC). If you surrender your Annuity you
    will receive the current surrender value.

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

..   Upon inception of the benefit, 100% of your Account Value must be allocated
    to the permitted Sub-accounts.
..   You cannot allocate purchase payments or transfer Account Value to or from
    the AST Investment Grade Bond Portfolio Sub-account (as described below) if
    you elect this benefit. A summary description of the AST Investment Grade
    Bond Portfolio appears within the prospectus section entitled "What Are The
    Investment Objectives and Policies of The Portfolios?". Upon the initial
    transfer of your Account Value into the AST Investment Grade Bond
    Portfolio, we will send a prospectus for that Portfolio to you, along with
    your confirmation. In addition, you can find a copy of the AST Investment
    Grade Bond Portfolio prospectus by going to www.prudentialannuities.com.
..   You can make withdrawals from your Annuity without purchasing the Spousal
    Highest Daily Lifetime Seven benefit. The Spousal Highest Daily Lifetime
    Seven benefit provides a guarantee that if your Account Value declines due
    to market performance, you will be able to receive your Annual Income
    Amount in the form of periodic benefit payments.

..   Transfers to and from the elected Sub-accounts and the AST Investment Grade
    Bond Portfolio Sub-account triggered by the mathematical formula component
    of the benefit will not count toward the maximum number of free transfers
    allowable under an Annuity.

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

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..   If you elect this benefit, and in connection with that election you are
    required to reallocate to different investment options permitted under this
    benefit, then on the Valuation Day on which we receive your request in Good
    Order, we will (i) sell units of the non-permitted investment options and
    (ii) invest the proceeds of those sales in permitted investment options
    that you have designated. During this reallocation process, your Account
    Value allocated to the Sub-accounts will remain exposed to investment risk,
    as is the case generally. The newly-elected benefit will commence at the
    close of business on the following Valuation Day. Thus, the protection
    afforded by the newly-elected benefit will not arise until the close of
    business on the following Valuation Day.

..   The fee for Spousal Highest Daily Lifetime Seven is 0.75% annually of the
    Protected Withdrawal Value. We deduct this fee at the end of each quarter,
    where each such quarter is part of a year that begins on the effective date
    of the benefit or an anniversary thereafter. Thus, on each such quarter-end
    (or the next Valuation Day, if the quarter-end is not a Valuation Day), we
    deduct 0.1875% of the Protected Withdrawal Value at the end of the quarter.
    We deduct the fee pro rata from each of your Sub-accounts including the AST
    Investment Grade Bond Sub-account. Since this fee is based on the Protected
    Withdrawal Value, the fee for Spousal Highest Daily Lifetime Seven may be
    greater than it would have been, had it been based on the Account Value
    alone. If the fee to be deducted exceeds the current Account Value, we will
    reduce the Account Value to zero, and continue the benefit as described
    above.

 Election of and Designations under the Benefit.
 Spousal Highest Daily Lifetime Seven can only be elected based on two
 Designated Lives. Designated Lives must be natural persons who are each
 other's spouses at the time of election of the benefit and at the death of the
 first of the Designated Lives to die. Currently, Spousal Highest Daily
 Lifetime Seven only may be elected where the Owner, Annuitant, and Beneficiary
 designations are as follows:
..   One Annuity Owner, where the Annuitant and the Owner are the same person
    and the beneficiary is the Owner's spouse. The Owner/Annuitant and the
    beneficiary each must be at least 59 1/2 years old at the time of election;
    or
..   Co-Annuity Owners, where the Owners are each other's spouses. The
    beneficiary designation must be the surviving spouse, or the spouses named
    equally. One of the owners must be the Annuitant. Each Owner must each be
    at least 59 1/2 years old at the time of election; or
..   One Annuity Owner, where the Owner is a custodial account established to
    hold retirement assets for the benefit of the Annuitant pursuant to the
    provisions of Section 408(a) of the Internal Revenue Code (or any successor
    Code section thereto) ("Custodial Account"), the beneficiary is the
    Custodial Account, and the spouse of the Annuitant is the Contingent
    Annuitant. Both the Annuitant and the Contingent Annuitant each must be at
    least 59 1/2 years old at the time of election.

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


 If you wish, you may cancel any Spousal Highest Daily Lifetime Seven benefit.
 You may then elect Spousal Highest Daily Lifetime 7 Plus, Spousal Highest
 Daily Lifetime 7 Plus with Beneficiary Income Option, Highest Daily Lifetime 7
 Plus, Highest Daily Lifetime 7 Plus with Beneficiary Income Option, or Highest
 Daily Lifetime 7 Plus with Lifetime Income Accelerator (or any other currently
 available living benefit) on any Valuation Day after you have cancelled the
 Spousal Highest Daily Lifetime Seven benefit, provided the request is received
 in good order (subject to state availability and any applicable age
 requirements). Upon cancellation of any Spousal Highest Daily Lifetime Seven
 benefit, any Account Value allocated to the AST Investment Grade Bond
 Portfolio Sub-account used with the formula will be reallocated to the
 Permitted Sub-Accounts according to your most recent allocation instruction or
 in absence of such instruction, pro-rata. You should be aware that upon
 termination of Spousal Highest Daily Lifetime Seven, you will lose the
 Protected Withdrawal Value (including the Tenth Anniversary Date Guarantee),
 Annual Income Amount, and the Return of Principal Guarantee that you had
 accumulated under the benefit. Thus, the initial guarantees under any
 newly-elected benefit will be based on your current Account Value. Once the
 Spousal Highest Daily Lifetime Seven benefit is cancelled you are not required
 to re-elect another optional living benefit and any subsequent benefit
 election may be made on or after the first Valuation Day following the
 cancellation of the Spousal Highest Daily Lifetime Seven benefit provided that
 the benefit you are looking to elect is available on a post-issue basis. Any
 such new benefit may be more expensive.


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

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

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

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

 Termination of the Benefit
 You may terminate the benefit at any time by notifying us. If you terminate
 the benefit, any guarantee provided by the benefit will terminate as of the
 date the termination is effective, and certain restrictions on re-election
 will apply as described above. The benefit terminates: (i) if upon the death
 of the first Designated Life, the surviving Designated Life opts to take the
 death benefit under the Annuity (thus, the benefit does not terminate solely
 because of the death of the first Designated Life) (ii) upon the death of the
 second Designated Life, (iii) upon your termination of the benefit (although
 if you have elected to take annuity payments in the form of the Annual Income
 Amount, we will continue to pay the Annual Income Amount) (iv) upon your
 surrender of the Annuity (v) upon your election to begin receiving annuity
 payments (vi) if both the Account Value and Annual Income Amount equal zero or
 (vii) if you cease to meet our requirements for issuing the benefit (see
 Election of and Designations under the Benefit).

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


 Mathematical Formula Component of Spousal Highest Daily Lifetime Seven

 As indicated above, we limit the Sub-accounts to which you may allocate
 Account Value if you elect Spousal Highest Daily Lifetime Seven. For purposes
 of the benefit, we refer to those permitted Sub-accounts as the "Permitted
 Sub-accounts". As a requirement of participating in Spousal Highest Daily
 Lifetime Seven, we require that you participate in our specialized formula,
 under which we may transfer Account Value between the Permitted Sub-accounts
 and a specified bond fund within the Advanced Series Trust (the "AST
 Investment Grade Bond Sub-account"). We determine whether to make a transfer,
 and the amount of any transfer, under a non-discretionary formula, discussed
 below. The AST Investment Grade Bond Sub-account is available only with this
 benefit, and thus you may not allocate purchase payments to the AST Investment
 Grade Bond Sub-account. Under the formula component of Spousal Highest Daily
 Lifetime Seven, we monitor your Account Value daily and, if dictated by the
 formula, systematically transfer amounts between the Permitted Sub-accounts
 you have chosen and the AST Investment Grade Bond Sub-account. Any transfer
 would be made in accordance with a formula, which is set forth in the
 Appendices to this prospectus.

 Speaking generally, the formula, which we apply each Valuation Day, operates
 as follows. The formula starts by identifying an income basis for that day and
 then multiplies that figure by 5%, to produce a projected (i.e., hypothetical)
 income amount. Note that we use 5% in the formula, irrespective of the
 Annuitant's attained age. Then we produce an estimate of the total amount we
 would target in our allocation model, based on the projected income amount and
 factors set forth in the formula. In the formula, we refer to that value as
 the "Target Value" or "L". If you have already made a withdrawal, your
 projected income amount (and thus your Target Value) would take into account
 any automatic step-up, any subsequent purchase payments, and any excess
 withdrawals. Next, the formula subtracts from the Target Value the amount held
 within the AST Investment Grade Bond Sub-account on that day, and divides that
 difference by the amount held within the Permitted Sub-accounts. That ratio,
 which essentially isolates the amount of your Target Value that is not offset
 by amounts held within the AST Investment Grade Bond Sub-account, is called
 the "Target Ratio" or "r". If the Target Ratio exceeds a certain percentage
 (currently 83%), it means essentially that too much Target Value is not offset
 by assets within the AST Investment Grade Bond Sub-account, and therefore we
 will transfer an amount from your Permitted Sub-accounts to the AST Investment
 Grade Bond Sub-account. Conversely, if the Target Ratio falls below a certain
 percentage (currently 77%), then a transfer from the AST Investment Grade Bond
 Sub-account to the Permitted Sub-accounts would occur. If you elect the new
 formula (90% Cap Rule), see the discussion below.

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

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


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

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

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

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

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

 Additional Tax Considerations

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


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 Note that under the Worker, Retiree and Employer Recovery Act of 2008,
 Required Minimum Distributions are suspended for 2009 and are scheduled to
 resume in 2010. We will continue to treat the calculated amount that would
 have been a required minimum distribution if not for the suspension as the
 amount available for withdrawal if you so choose.

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


 Spousal Highest Daily Lifetime Seven/SM/ with Beneficiary Income Option

 There is an optional death benefit feature under this benefit, the amount of
 which is linked to your Annual Income Amount. You may choose Spousal Highest
 Daily Lifetime Seven without also selecting the Beneficiary Income Option
 death benefit ("BIO"). If you elect Spousal Highest Daily Lifetime Seven
 without the Beneficiary Income Option and would like to add this feature
 later, you must terminate the Spousal Highest Daily Lifetime Seven benefit and
 elect the Spousal Highest Daily Lifetime Seven with Beneficiary Income Option.
 Spousal Highest Daily Lifetime Seven with Beneficiary Income Option is only
 available in those states where Spousal Highest Daily Lifetime 7 Plus with
 Beneficiary Income Option is not yet approved. If you terminate your Spousal
 Highest Daily Lifetime Seven benefit to elect the Spousal Highest Daily
 Lifetime Seven with Beneficiary Income Option benefit, you will lose all
 guarantees under the Spousal Highest Daily Lifetime Seven benefit, and will
 begin new guarantees under the Spousal Highest Daily Lifetime Seven with BIO
 based on the Account Value as of the date the new benefit becomes active.

 If you elect the Beneficiary Income Option death benefit, you may not elect
 any other optional benefit. You may elect the Beneficiary Income Option death
 benefit so long as each Designated Life is no older than age 75 at the time of
 election. This death benefit is not transferable in the event of a divorce,
 nor may the benefit be split in accordance with any divorce proceedings or
 similar instrument of separation. Since this fee is based on the Protected
 Withdrawal Value, the fee for Spousal Highest Daily Lifetime Seven with BIO
 may be greater than it would have been, had it been based on the Account Value
 alone.

 For purposes of the Beneficiary Income Option death benefit, we calculate the
 Annual Income Amount and Protected Withdrawal Value in the same manner that we
 do under Spousal Highest Daily Lifetime Seven itself. Upon the first death of
 a Designated Life, no amount is payable under the Beneficiary Income Option
 death benefit. Upon the second death of a Designated Life, we identify the
 following amounts: (a) the amount of the base death benefit under the Annuity
 (b) the Protected Withdrawal Value and (c) the Annual Income Amount. If there
 were no withdrawals prior to the date of death, then we calculate the
 Protected Withdrawal Value for purposes of this death benefit as of the date
 of death, and we calculate the Annual Income Amount as if there were a
 withdrawal on the date of death. If there were withdrawals prior to the date
 of death, then we set the Protected Withdrawal Value and Annual Income Amount
 for purposes of this death benefit as of the date that we receive due proof of
 death.

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

 Here is an example to illustrate how the death benefit may be paid:
..   Assume that (i) the basic death benefit is $50,000, the Protected
    Withdrawal Value is $100,000, and the Annual Income Amount is $5,000;
    (ii) there are two beneficiaries (the first designated to receive 75% of
    the death benefit and the second designated to receive 25% of the death
    benefit); (iii) the first beneficiary chooses to receive his/her portion of
    the death benefit in the form of the Annual Income Amount, and the second
    beneficiary chooses to receive his/her portion of the death benefit with
    reference to the basic death benefit.
..   Under those assumptions, the first beneficiary will be paid a pro-rated
    portion of the Annual Income Amount for 20 years (the 20 year pay out
    period is derived from the $5,000 Annual Income Amount, paid each year
    until it exhausts the entire $100,000 Protected Withdrawal Value).

 The pro-rated portion of the Annual Income Amount equal to $3,750 (i.e., the
 first beneficiary's 75% share multiplied by $5,000) is then paid each year for
 the 20 year period. Payment of $3,750 for 20 years results in total payments
 of $75,000 (i.e., the first beneficiary's 75% share of the $100,000 Protected
 Withdrawal Value).

 The second beneficiary would receive 25% of the basic death benefit amount (or
 $12,500).

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

 Optional 90% Cap Rule Feature for Spousal Highest Daily Lifetime Seven

 If you currently own an Annuity and have elected Spousal Highest Daily
 Lifetime Seven Income Benefit (including Spousal Highest Daily Lifetime Seven
 with Beneficiary Income Option), you can elect this feature which utilizes a
 new mathematical formula. The new formula is described below and will replace
 the "Transfer Calculation" portion of the formula currently used in connection
 with your benefit on a prospective basis. This election may only be made once
 and may not be revoked once elected. The new formula appears in Appendix J of
 this prospectus.


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

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

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

 In the event that more than ninety percent (90%) of your Account Value is
 allocated to the AST Investment Grade Bond Sub-account and you have elected
 this feature, up to ten percent (10%) of your Account Value currently
 allocated to the AST Investment Grade Bond Sub-account will be transferred to
 your Permitted Sub-accounts, such that after the transfer, 90% of your Account
 Value on the date of the transfer is in the AST Investment Grade Bond
 Sub-account. The transfer to the Permitted Sub-accounts will be based on your
 existing allocation instructions or (in the absence of such existing
 instructions) pro rata (i.e., in the same proportion as the current balances
 in your variable investment options). It is possible that additional transfers
 might occur after this initial transfer if dictated by the formula. The
 amounts of such additional transfer(s) will vary. If on the date this feature
 is elected 100% of your Account Value is allocated to the AST Investment Grade
 Bond Sub-account, a transfer of an amount equal to

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 10% of your Account Value will be made to your Permitted Sub-accounts. It is
 possible that an additional transfer to the permitted Sub-accounts could occur
 following the Valuation Day, and in some instances (based on the formula) this
 additional transfer could be large.

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

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

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

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

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

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

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

 (1)the Periodic Value for the immediately preceding business day (the "Prior
    Valuation Day") appreciated at the daily equivalent of 7% annually during
    the calendar day(s) between the Prior Valuation Day and the Current
    Valuation Day (i.e., one day for

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    successive Valuation Days, but more than one calendar day for Valuation
    Days that are separated by weekends and/or holidays), plus the amount of
    any adjusted Purchase Payment made on the Current Valuation Day (the
    Periodic Value is proportionally reduced for any Non-Lifetime Withdrawal);
    and
 (2)the Account Value.

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

 (1)the Periodic Value described above or,
 (2)the sum of (a), (b) and (c) below (proportionally reduced for any
    Non-Lifetime Withdrawals):
    (a)200% (on the 10/th/ anniversary), 400% (on the 20/th/ anniversary) or
       600% (on the 25/th/ anniversary) of the Account Value on the effective
       date of the benefit;
    (b)200% (on the 10/th/ anniversary), 400% (on the 20/th/ anniversary) or
       600% (on the 25/th/ anniversary) of all adjusted purchase payments made
       within one year following the effective date of the benefit; and
    (c)all adjusted purchase payments made after one year following the
       effective date of the benefit.

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

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

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

 a) your Account Value on the day that you elected Highest Daily Lifetime 7
    Plus proportionally reduced for any Non-Lifetime Withdrawal; and
 b) the sum of each Purchase Payment proportionally reduced for any subsequent
    Non-Lifetime Withdrawal (including the amount of any associated Credits)
    you made during the one-year period after you elected the benefit.

 If the sum of (a) and (b) is greater than your Account Value on the Tenth
 Anniversary, we increase your Account Value to equal the sum of (a) and (b),
 by contributing funds from our general account. If the sum of (a) and (b) is
 less than or equal to your Account Value on the Tenth Anniversary, we make no
 such adjustment. The amount that we add to your Account Value under this
 provision will be allocated to each of your variable investment options
 (including the AST Investment Grade Bond Sub-account), in the same proportion
 that each such Sub-account bears to your total Account Value, immediately
 before the application of the amount. Any such amount will not be considered a
 Purchase Payment when calculating your Protected Withdrawal Value, your death
 benefit, or the amount of any optional benefit that you may have selected, and
 therefore will have no direct impact on any such values at the time we add
 this amount. Because the amount is added to Account Value, it will also be
 subject to each charge under your Annuity based on Account Value. This
 potential addition to Account Value is available only if you have elected
 Highest Daily Lifetime 7 Plus and if you meet the conditions set forth in this
 paragraph. Thus, if you take a withdrawal (other than a Non-Lifetime
 Withdrawal) prior to the Tenth Anniversary, you are not eligible to receive
 the Return of Principal Guarantee. The Return of Principal Guarantee is
 referred to as the Guaranteed Minimum Account Value Credit in the benefit
 rider.

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

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

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

 Any Purchase Payment that you make subsequent to the election of Highest Daily
 Lifetime 7 Plus will (i) increase the then-existing Annual Income Amount by an
 amount equal to a percentage of the Purchase Payment (including the amount of
 any associated Credits) based on the age of the Annuitant at the time of the
 first Lifetime Withdrawal (the percentages are: 4% for ages 45 - less than
 59 1/2, 5% for ages 59 1/2 - 74, 6% for ages 75-79, 7% for ages 80-84, and 8%
 for ages 85 and older) and (ii) increase the Protected Withdrawal Value by the
 amount of the Purchase Payment (including the amount of any associated
 Credits).

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

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

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

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

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

 Examples of dollar-for-dollar and proportional reductions, and the Highest
 Daily Auto Step-Up are set forth below. The values shown here are purely
 hypothetical, and do not reflect the charges for the Highest Daily Lifetime 7
 Plus benefit or any other fees and charges. Assume the following for all three
 examples:

..   The Issue Date is December 1, 2008
..   The Highest Daily Lifetime 7 Plus benefit is elected on March 5, 2009
..   The Annuitant was 70 years old when he/she elected the Highest Daily
    Lifetime 7 Plus benefit.

 Example of dollar-for-dollar reductions
 On November 24, 2009, the Protected Withdrawal Value is $120,000, resulting in
 an Annual Income Amount of $6,000 (since the Annuitant is between the ages of
 59 1/2 and 74 at the time of the first Lifetime Withdrawal, the Annual Income
 Amount is 5% of the

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 Protected Withdrawal Value, in this case 5% of $120,000). Assuming $2,500 is
 withdrawn from the Annuity on this date, the remaining Annual Income Amount
 for that Annuity Year (up to and including December 1, 2009) is $3,500. This
 is the result of a dollar-for-dollar reduction of the Annual Income Amount
 ($6,000 less $2,500 = $3,500).

 Example of proportional reductions
 Continuing the previous example, assume an additional withdrawal of $5,000
 occurs on November 27, 2009 and the Account Value at the time and immediately
 prior to this withdrawal is $118,000. The first $3,500 of this withdrawal
 reduces the Annual Income Amount for that Annuity Year to $0. The remaining
 withdrawal amount of $1,500 - reduces the Annual Income Amount in future
 Annuity Years on a proportional basis based on the ratio of the excess
 withdrawal to the Account Value immediately prior to the excess withdrawal.
 (Note that if there are other future withdrawals in that Annuity Year, each
 would result in another proportional reduction to the Annual Income Amount).

 Here is the calculation:


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


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

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



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


 *  In this example, the Annuity Anniversary date is December 1. The Valuation
    Dates are every day following the first Lifetime Withdrawal. In subsequent
    Annuity Years Valuation Dates will be every day following the Annuity
    Anniversary. The Annuity Anniversary Date of December 1 is considered the
    final Valuation Date for the Annuity Year.
 ** In this example, the first daily value after the first Lifetime Withdrawal
    is $119,000 on November 25, resulting in an adjusted Annual Income Amount
    of $5,950.00. This amount is adjusted on November 27 to reflect the $5,000
    withdrawal. The calculations for the adjustments are:
   .   The Account Value of $119,000 on November 25 is first reduced
       dollar-for-dollar by $3,500 ($3,500 is the remaining Annual Income
       Amount for the Annuity Year), resulting in an adjusted Account Value of
       $115,500 before the excess withdrawal.
   .   This amount ($115,500) is further reduced by 1.31% (this is the ratio in
       the above example which is the excess withdrawal divided by the Account
       Value immediately preceding the excess withdrawal) resulting in a
       Highest Daily Value of $113,986.95.
   .   The adjusted Annual Income Amount is carried forward to the next
       Valuation Date of November 30. At this time, we compare this amount to
       5% of the Account Value on November 30. Since the November 27 adjusted
       Annual Income Amount of $5,699.35 is higher than $5,650.00 (5% of
       $113,000), we continue to carry $5,699.35 forward to the next and final
       Valuation Date of December 1. The Account Value on December 1 is
       $119,000 and 5% of this amount is $5,950. Since this is higher than
       $5,699.35, the adjusted Annual Income Amount is reset to $5,950.00.

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

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

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

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

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

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

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

 Here is the calculation:



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



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

                                      135



 event that a required minimum distribution is calculated in a calendar year
 that crosses more than one Annuity Year and you choose to satisfy the entire
 required minimum distribution for that calendar year in the next Annuity Year,
 the distribution taken in the next Annuity Year will reduce your Annual Income
 Amount in that Annuity Year on a dollar by dollar basis. If the required
 minimum distribution not taken in the prior Annuity Year is greater than the
 Annual Income Amount as guaranteed by the benefit in the current Annuity Year,
 the total required minimum distribution amount may be taken without being
 treated as an excess withdrawal.

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

 Annual Income Amount = $5,000

 Remaining Annual Income Amount = $3,000

 Required Minimum Distribution = $6,000

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

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

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

       (1)apply your Account Value to any Annuity option available; or
       (2)request that, as of the date Annuity payments are to begin, we make
          Annuity payments each year equal to the Annual Income Amount. If this
          option is elected, the Annual Income Amount will not increase after
          annuity payments have begun. We will make payments until the death of
          the single Designated Life. We must receive your request in a form
          acceptable to us at our office.

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

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

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

 Other Important Considerations
..   Withdrawals under the Highest Daily Lifetime 7 Plus benefit are subject to
    all of the terms and conditions of the Annuity, including any applicable
    CDSC for the Non-Lifetime Withdrawal as well as withdrawals that exceed the
    Annual Income Amount.

..   Withdrawals made while the Highest Daily Lifetime 7 Plus Benefit is in
    effect will be treated, for tax purposes, in the same way as any other
    withdrawals under the Annuity. Any withdrawals made under the benefit will
    be taken pro-rata from the Sub-accounts (including the AST Investment Grade
    Bond Sub-account) and the DCA Fixed Rate Options (if you are participating
    in the 6 or 12 Month DCA Program). Withdrawals from the DCA Fixed Rate
    Options will be taken on a last-in, first-out basis.

..   You can make withdrawals from your Annuity while your Account Value is
    greater than zero without purchasing the Highest Daily Lifetime 7 Plus
    benefit. The Highest Daily Lifetime 7 Plus benefit provides a guarantee
    that if your Account Value is reduced to zero (subject to our rules
    regarding time and amount of withdrawals), you will be able to receive your
    Annual Income Amount in the form of periodic benefit payments.
..   Upon inception of the benefit, 100% of your Account Value must be allocated
    to the Permitted Sub-accounts.
..   You cannot allocate purchase payments or transfer Account Value to or from
    the AST Investment Grade Bond Portfolio Sub-account (see description below)
    if you elect this benefit. A summary description of the AST Investment
    Grade Bond Portfolio appears within the prospectus section entitled "What
    Are The Investment Objectives and Policies of The Portfolios?". Upon the
    initial transfer of your Account Value into the AST Investment Grade Bond
    Portfolio, we will send a prospectus for that Portfolio to you, along with
    your confirmation statement. In addition, you can find a copy of the AST
    Investment Grade Bond Portfolio prospectus by going to
    www.prudentialannuities.com.
..   Transfers to and from the elected Sub-accounts and the AST Investment Grade
    Bond Portfolio Sub-account triggered by the Highest Daily Lifetime 7 Plus
    asset transfer program will not count toward the maximum number of free
    transfers allowable under an Annuity.

..   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 7 Plus benefit. If, subsequent to your election
    of the benefit, we change our requirements for how Account Value must be
    allocated under the benefit, the new requirement will apply only to new
    elections of the benefit, and we will not compel you to re-allocate your
    Account Value in accordance with our newly adopted requirements. Subject to
    any change in requirements, transfer of Account Value and allocation of
    additional purchase payments may be subject to new investment limitations.
..   If you elect this benefit and in connection with that election, you are
    required to reallocate to permitted investment options, then on the
    Valuation Day we receive your request in Good Order, we will (i) sell units
    of the non-permitted investment options and (ii) invest the proceeds of
    those sales in the permitted investment options that you have designated.
    During this reallocation process, your Account Value allocated to the
    Sub-accounts will remain exposed to investment risk, as is the case
    generally. The newly-elected benefit will commence at the close of business
    on the following Valuation Day. Thus, the protection afforded by the
    newly-elected benefit will not arise until the close of business on the
    following Valuation Day.
..   The maximum charge for Highest Daily Lifetime 7 Plus is 1.50% annually of
    the greater of Account Value and the Protected Withdrawal Value (PWV). The
    current charge is 0.75% annually of the greater of Account Value and the
    Protected Withdrawal Value. We deduct this fee at the end of each benefit
    quarter, where each such quarter is part of a year that begins on the
    effective date of the benefit or an anniversary thereafter. Thus, on each
    such quarter-end (or the next Valuation Day, if the quarter-end is not a
    Valuation Day), we deduct 0.1875% of the greater of the prior day's Account
    Value or the prior day's Protected Withdrawal Value at the end of the
    quarter. We deduct the fee pro rata from each of your Sub-accounts
    including the AST Investment Grade Bond Portfolio Sub-account and the DCA
    Fixed Rate Option (if applicable). Since this fee is based on the greater
    of the Account Value or the Protected Withdrawal Value, the fee for Highest
    Daily Lifetime 7 Plus may be greater than it would have been, had it been
    based on the Account Value alone. If the fee to be deducted exceeds the
    Account Value at the benefit quarter, we will charge the remainder of the
    Account Value for the benefit and continue the benefit as described above.


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

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

 Highest Daily Lifetime 7 Plus can be elected at the time that you purchase
 your Annuity or after the Issue Date, subject to our eligibility rules and
 restrictions. If you elect Highest Daily Lifetime 7 Plus and terminate it, you
 can re-elect it, subject to our current rules. Additionally, if you currently
 own an Annuity with a living benefit, you may terminate your existing benefit
 rider and

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 elect any available benefits subject to our current rules. Please note that if
 you terminate a living benefit and elect a new living benefit, you lose the
 guarantees that you had accumulated under your existing benefit and will begin
 the new guarantees under the new benefit you elect based on your Account Value
 as of the date the new benefit becomes active. We reserve the right to waive,
 change and/or further limit the election frequency in the future.

 Termination of the Benefit
 You may terminate Highest Daily Lifetime 7 Plus at any time by notifying us.
 If you terminate the benefit, any guarantee provided by the benefit will
 terminate as of the date the termination is effective, and certain
 restrictions on re-election may apply. The benefit automatically terminates:
 (i) upon your termination of the benefit, (ii) upon your surrender of the
 Annuity, (iii) upon your election to begin receiving annuity payments
 (although if you have elected to receive the Annual Income Amount in the form
 of Annuity payments, we will continue to pay the Annual Income Amount),
 (iv) upon our receipt of due proof of the death of the Annuitant, (v) if both
 the Account Value and Annual Income Amount equal zero, or (vi) if you cease to
 meet our requirements as described in Elections of and Designations under the
 Benefit".

 Upon termination of Highest Daily Lifetime 7 Plus other than upon the death of
 the Annuitant, we impose any accrued fee for the benefit (i.e., the fee for
 the pro-rated portion of the year since the fee was last assessed), and
 thereafter we cease deducting the charge for the benefit. With regard to your
 investment allocations, upon termination we will: (i) leave intact amounts
 that are held in the variable investment options, and (ii) transfer all
 amounts held in the AST Investment Grade Bond Portfolio Sub-account to your
 variable investment options, based on your existing allocation instructions or
 (in the absence of such existing instructions) pro rata (i.e. in the same
 proportion as the current balances in your variable investment options).

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

 How Highest Daily Lifetime 7 Plus Transfers Account Value Between Your
 Permitted Sub-accounts and the AST Investment Grade Bond Sub-Account

 As indicated above, we limit the Sub-accounts to which you may allocate
 Account Value if you elect Highest Daily Lifetime 7 Plus. For purposes of this
 benefit, we refer to those permitted investment options as the "Permitted
 Sub-accounts". If your annuity was issued on or after May 1, 2009 (subject to
 regulatory approval), you may also choose to allocate purchase payments while
 this program is in effect to DCA Fixed Rate Options utilized with our 6 or 12
 Month Dollar Cost Averaging Program ("6 or 12 Month DCA Program"). If you are
 participating in Highest Daily Lifetime 7 Plus and also are participating in
 the 6 or 12 Month DCA Program, and the formula under the benefit dictates a
 transfer from the Permitted Sub-accounts to the AST Investment Grade Bond
 Sub-account, then the amount to be transferred will be taken entirely from the
 Sub-accounts, provided there is sufficient Account Value in those Sub-accounts
 to meet the required transfer amount. Only if there is insufficient Account
 Value in those Sub-accounts will an amount be withdrawn from the DCA Fixed
 Rate Options. Amounts withdrawn from the DCA Fixed Rate Options under the
 formula will be taken on a last-in, first-out basis. For purposes of the
 discussion below concerning transfers from the Permitted Sub-accounts to the
 AST Investment Grade Bond Sub-account, amounts held within the DCA Fixed Rate
 Options are included within the term "Permitted Sub-Accounts". Thus, amounts
 may be transferred from the DCA Fixed Rate Options in the circumstances
 described above and in the section of this prospectus entitled 6 or 12 Month
 Dollar Cost Averaging Program. Any transfer dictated by the formula out of the
 AST Investment Grade Bond Sub-account will be transferred to the Permitted
 Sub-accounts, not including the DCA Fixed Rate Options.

 An integral part of Highest Daily Lifetime 7 Plus is the pre-determined
 mathematical formula used to transfer Account Value between the Permitted
 Sub-Accounts and a specified bond fund within the Advanced Series Trust (the
 "AST Investment Grade Bond Sub-Account"). The AST Investment Grade Bond
 Sub-account is available only with this benefit, and thus you may not allocate
 purchase payments to or make transfers to or from the AST Investment Grade
 Bond Sub-account. The formula monitors your Account Value daily and, if
 dictated by the formula, systematically transfers amounts between the
 Permitted Sub-accounts you have chosen and the AST Investment Grade Bond
 Sub-account. The formula is set forth in Appendix K.

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


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 below) to the AST Investment Grade Bond Sub-account. As discussed above, if
 all or a portion of your Account Value is allocated to one or more DCA Fixed
 Rate Options at the time a transfer to the AST Investment Grade Bond
 Sub-account is required under the formula, we will first look to process the
 transfer from the Permitted Sub-accounts, other than the DCA Fixed Rate
 Options. If the amount allocated to the Permitted Sub-accounts is insufficient
 to satisfy the transfer, then any remaining amounts will be transferred from
 the DCA Fixed Rate Options on a "last-in, first-out" basis. Once a transfer is
 made, the three consecutive Valuation Days begin again. If, however, on any
 Valuation Day, the Target Ratio is above 84.5%, it will make a transfer from
 the Permitted Sub-accounts (subject to the 90% cap) to the AST Investment
 Grade Bond Sub-account (as described above). If the Target Ratio falls below
 78% on any Valuation Day, then a transfer from the AST Investment Grade Bond
 Sub-account to the Permitted Sub-accounts will occur.


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

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

..   March 19, 2009 - a transfer is made to the AST Investment Grade Bond
    Sub-account that results in the 90% cap being met and now $90,000 is
    allocated to the AST Investment Grade Bond Sub-account and $10,000 is
    allocated to the Permitted Sub-accounts.

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

 Under the operation of the formula, the 90% cap may come into existence and be
 removed multiple times while you participate in the benefit. We will continue
 to monitor your Account Value daily and, if dictated by the formula,
 systematically transfer amounts between the Permitted Sub-accounts you have
 chosen and the AST Investment Grade Bond Sub-account as dictated by the
 formula.

 As you can glean from the formula, poor or flat investment performance of your
 Account Value may result in a transfer of a portion of your Account Value in
 the Permitted Sub-accounts to the AST Investment Grade Bond Sub-account
 because such poor investment performance will tend to increase the Target
 Ratio. Because the amount allocated to the AST Investment Grade Bond
 Sub-account and the amount allocated to the Permitted Sub-accounts each is a
 variable in the formula, the investment performance of each affects whether a
 transfer occurs for your Annuity. In deciding how much to transfer, we use
 another formula, which essentially seeks to re-balance amounts held in the
 Permitted Sub-accounts and the AST Investment Grade Bond Sub-account so that
 the Target Ratio meets a target, which currently is equal to 80%. Once you
 elect Highest Daily Lifetime 7 Plus, the values we use to compare to the
 Target Ratio will be fixed. For newly-issued Annuities that elect Highest
 Daily Lifetime 7 Plus and existing Annuities that elect Highest Daily Lifetime
 7 Plus in the future, however, we reserve the right to change such values.

 Additionally, on each monthly Annuity Anniversary (if the monthly Annuity
 Anniversary does not fall on a Valuation Day, the next Valuation Day will be
 used), following all of the above described daily calculations, a transfer may
 be made from the AST Investment Grade Bond Sub-account to the Permitted
 Sub-accounts. Any such transfer will be based on your existing allocation
 instructions or (in the absence of such existing instructions) pro rata (i.e.
 in the same proportion as the current balances in your

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 variable investment options). This transfer will automatically occur provided
 that the Target Ratio, as described above, would be less than 83% after the
 transfer. The formula will not execute a transfer if the Target Ratio after
 this transfer would occur would be greater than or equal to 83%.

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

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

 While you are not notified when your Annuity reaches a transfer trigger under
 the formula, you will receive a confirmation statement indicating the transfer
 of a portion of your Account Value either to or from the AST Investment Grade
 Bond Sub-account. The formula by which the transfer operates is designed
 primarily to mitigate some of the financial risks that we incur in providing
 the guarantee under Highest Daily Lifetime 7 Plus. Depending on the results of
 the calculations of the formula, we may, on any Valuation Day:
..   Not make any transfer between the Permitted Sub-accounts and the AST
    Investment Grade Bond Sub-account; or
..   If a portion of your Account Value was previously allocated to the AST
    Investment Grade Bond Sub-account, transfer all or a portion of those
    amounts to the Permitted Sub-accounts, based on your existing allocation
    instructions or (in the absence of such existing instructions) pro rata
    (i.e., in the same proportion as the current balances in your variable
    investment options). ; or
..   Transfer a portion of your Account Value in the Permitted Sub-accounts pro
    rata to the AST Investment Grade Bond Sub-account.

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


..   The amount allocated to each of the Permitted Sub-accounts you have chosen;
..   The amount allocated to the AST Investment Grade Bond Sub-account;
..   Additional purchase payments, if any, you make to your Annuity; and
..   Withdrawals, if any, you take from your Annuity (withdrawals are taken pro
    rata from your Account Value).

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

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

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

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

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

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 not trigger any penalty or excise taxes due to tax considerations such as
 required minimum distribution provisions under the tax law. Please note,
 however, that any withdrawal (except the Non-Lifetime Withdrawal) you take
 prior to the Tenth Anniversary, even if withdrawn to satisfy required minimum
 distribution rules, will cause you to lose the ability to receive the Return
 of Principal Guarantee and the guaranteed amount described above under "Key
 Feature - Protected Withdrawal Value".

 Note that under the Worker, Retiree and Employer Recovery Act of 2008,
 Required Minimum Distributions are suspended for 2009 and are scheduled to
 resume in 2010. We will continue to treat the calculated amount that would
 have been a required minimum distribution if not for the suspension as the
 amount available for withdrawal if you so choose.

 As indicated, withdrawals made while this benefit is in effect will be
 treated, for tax purposes, in the same way as any other withdrawals under the
 Annuity. Please see the Tax Considerations section of the prospectus for a
 detailed discussion of the tax treatment of withdrawals. We do not address
 each potential tax scenario that could arise with respect to this benefit
 here. However, we do note that if you participate in Highest Daily Lifetime 7
 Plus through a non-qualified annuity, as with all withdrawals, once all
 purchase payments are returned under the Annuity, all subsequent withdrawal
 amounts will be taxed as ordinary income.

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

 If you elect this death benefit, you may not elect any other optional benefit.
 You may elect the Beneficiary Income Option death benefit so long as the
 Annuitant is no older than age 75 at the time of election and meet the Highest
 Daily Lifetime 7 Plus age requirements. For purposes of this optional death
 benefit, we calculate the Annual Income Amount and Protected Withdrawal Value
 in the same manner that we do under Highest Daily Lifetime 7 Plus itself.
 However, we will stop determining the Periodic Value (as described above) on
 the earlier of your first Lifetime Withdrawal after the effective date of the
 benefit or the Tenth Anniversary Date. This means that under the Highest Daily
 Lifetime 7 Plus with BIO benefit you will not be eligible for the guaranteed
 minimum Periodic Values described above on the 20/th/ and 25/th/ Anniversary
 of the Benefit Effective Date. If you choose the Highest Daily Lifetime 7 Plus
 with BIO, the maximum charge is 2.00% of the greater of Account Value and the
 Protected Withdrawal Value ("PWV") annually. The current charge is 1.10%
 annually of the greater of the Account Value and the PWV. We deduct this
 charge at the end of each benefit quarter, where each such quarter is part of
 a year that begins on the effective date of the benefit or an anniversary
 thereafter. Thus, on each such quarter-end (or the next Valuation Day, if the
 quarter-end is not a Valuation Day), we deduct 0.275% of the greater of the
 prior day's Account Value or the prior day's Protected Withdrawal Value at the
 end of the quarter. We deduct the fee pro rata from each of your Sub-accounts
 including the AST Investment Grade Bond Sub-account. Because the fee for this
 benefit is based on the greater of the Account Value or the Protected
 Withdrawal Value, the fee for Highest Daily Lifetime 7 Plus with the
 Beneficiary Income Option may be greater than it would have been based on the
 Account Value alone. If the fee to be deducted exceeds the current Account
 Value, we will reduce the Account Value to zero and, continue the benefit as
 described below.

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

 If there is one beneficiary, he/she must choose to receive either the basic
 death benefit (in a lump sum or other permitted form of distribution) or the
 Beneficiary Income Option death benefit (in the form of periodic payments of
 the Annual Income Amount - such payments may be annual or at other intervals
 that we permit). If there are multiple beneficiaries, each beneficiary is
 presented with the same choice. Each beneficiary can choose to take his/her
 portion of either (a) the basic death benefit, or (b) the Beneficiary Income
 Option death benefit. In order to receive the Beneficiary Income Option death
 benefit, each beneficiary's share of the death

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 benefit proceeds must be allocated as a percentage of the total death benefit
 to be paid. We allow a beneficiary who has opted to receive the Annual Income
 Amount to designate another beneficiary, who would receive any remaining
 payments upon the former beneficiary's death. Note also that the final
 payment, exhausting the Protected Withdrawal Value, may be less than the
 Annual Income Amount.

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

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

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

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

 Highest Daily Lifetime 7 Plus with LIA guarantees, until the death of the
 single designated life, the ability to withdraw an amount equal to double the
 Annual Income Amount (which we refer to as the "LIA Amount") if you meet the
 conditions set forth below. If you choose the Highest Daily Lifetime 7 Plus
 with LIA, the maximum charge is 2.00% of the greater of Account Value and the
 Protected Withdrawal Value ("PWV") annually. The current charge is 1.10%
 annually of the greater of Account Value and the PWV. We deduct this charge at
 the end of each benefit quarter, where each such quarter is part of a year
 that begins on the effective date of the benefit or an anniversary thereafter.
 Thus, on each such quarter-end (or the next Valuation Day, if the quarter-end
 is not a Valuation Day), we deduct 0.275% of the greater of the prior day's
 Account Value, or the prior day's Protected Withdrawal Value at the end of the
 quarter. We deduct the fee pro rata from each of your Sub-accounts including
 the AST Investment Grade Bond Sub-account. Since this fee is based on the
 greater of Account Value or the Protected Withdrawal Value, the fee for
 Highest Daily Lifetime 7 Plus with LIA may be greater than it would have been,
 had it been based on the Account Value alone. If the fee to be deducted
 exceeds the current Account Value, we will reduce the Account Value to zero,
 and continue the benefit as described below.

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

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

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

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

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

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

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

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

 Withdrawals In Excess of the LIA amount. If your cumulative Lifetime
 Withdrawals in an Annuity Year are in excess of the LIA Amount when you are
 eligible ("Excess Withdrawal"), your LIA Amount in subsequent years will be
 reduced (except with regard to required minimum distributions) by the result
 of the ratio of the excess portion of the withdrawal to the Account Value
 immediately prior to the Excess Withdrawal. Reductions include the actual
 amount of the withdrawal, including any CDSC that may apply. Withdrawals of
 any amount (excluding the Non-Lifetime Withdrawal) up to and including the LIA
 Amount will reduce the Protected Withdrawal Value by the amount of the
 withdrawal. Excess Withdrawals will reduce the Protected Withdrawal Value by
 the same ratio as the reduction to the LIA Amount. Any withdrawals that are
 less than or equal to the LIA amount (when eligible) but in excess of the free
 withdrawal amount available under this Annuity will not incur a CDSC.

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

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

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

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

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

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

 SPOUSAL HIGHEST DAILY LIFETIME 7 PLUS/SM/ INCOME BENEFIT (SHD7 Plus)/SM/

 Spousal Highest Daily Lifetime 7 Plus is the spousal version of Highest Daily
 Lifetime 7 Plus. This version is only being offered in those jurisdictions
 where we have received regulatory approval and will be offered subsequently in
 other jurisdictions when we receive regulatory approval in those
 jurisdictions. Currently, if you elect Spousal Highest Daily Lifetime 7 Plus
 and subsequently terminate the benefit, you may elect another lifetime
 withdrawal benefit, subject to our current rules. See "Termination of Existing
 Benefits and Election New Benefits". Please note that if you terminate Spousal
 Highest Daily Lifetime 7 Plus and elect another benefit, you lose the
 guarantees that you had accumulated under your existing benefit and will begin
 the new guarantees under the new benefit you elect based on your Account Value
 as of the date the new benefit becomes active. Spousal Highest Daily Lifetime
 7 Plus must be elected based on two Designated Lives, as described below. The
 youngest Designated Life must be at least 50 years old and the oldest
 Designated Life must be at least 55 years old when the benefit is elected.
 Spousal Highest Daily Lifetime 7 Plus is not available if you elect any other
 optional benefit. As long as your Spousal Highest Daily Lifetime 7 Plus
 Benefit is in effect, you must allocate your Account Value in accordance with
 the then permitted and available investment option(s) with this benefit. For a
 more detailed description of permitted investment options, see the "Investment
 Options" section in this prospectus.


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

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

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

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

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

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

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

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

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

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

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

 a) your Account Value on the day that you elected Spousal Highest Daily
    Lifetime 7 Plus proportionally reduced for any Non-Lifetime Withdrawal; and
 b) the sum of each Purchase Payment proportionally reduced for any subsequent
    Non-Lifetime Withdrawal (including the amount of any associated Credits)
    you made during the one-year period after you elected the benefit.

 If the sum of (a) and (b) is greater than your Account Value on the Tenth
 Anniversary, we increase your Account Value to equal the sum of (a) and (b),
 by contributing funds from our general account. If the sum of (a) and (b) is
 less than or equal to your Account Value on the Tenth Anniversary, we make no
 such adjustment. The amount that we add to your Account Value under this
 provision will be allocated to each of your variable investment options
 (including the AST Investment Grade Bond Sub-account used with this benefit),
 in the same proportion that each such Sub-account bears to your total Account
 Value, immediately before the application of the amount. Any such amount will
 not be considered a Purchase Payment when calculating your Protected

                                      145



 Withdrawal Value, your death benefit, or the amount of any optional benefit
 that you may have selected, and therefore will have no direct impact on any
 such values at the time we add this amount. Because the amount is added to
 your Account Value, it will also be subject to each charge under your Annuity
 based on Account Value. This potential addition to Account Value is available
 only if you have elected Spousal Highest Daily Lifetime 7 Plus and if you meet
 the conditions set forth in this paragraph. Thus, if you take a withdrawal,
 including a required minimum distribution, (other than a Non-Lifetime
 Withdrawal) prior to the Tenth Anniversary, you are not eligible to receive
 the Return of Principal Guarantee. The Return of Principal Guarantee is
 referred to as the Guaranteed Minimum Account Value Credit in the benefit
 rider.

 Key Feature - Annual Income Amount under the Spousal Highest Daily Lifetime 7
 Plus Benefit
 The Annual Income Amount is equal to a specified percentage of the Protected
 Withdrawal Value. The percentage initially depends on the age of the youngest
 Designated Life on the date of the first Lifetime Withdrawal after election of
 the benefit. The percentages are: 4% for ages 50 - less than 59 1/2, 5% for
 ages 59 1/2 - 79, 6% for ages 80 to 84, 7% for ages 85 to 89, and 8% for ages
 90 and older. We use the age of the youngest Designated Life even if that
 Designated Life is no longer a participant under the Annuity due to death or
 divorce. Under the Spousal Highest Daily Lifetime 7 Plus benefit, if your
 cumulative Lifetime Withdrawals in an Annuity Year are less than or equal to
 the Annual Income Amount, they will not reduce your Annual Income Amount in
 subsequent Annuity Years, but any such withdrawals will reduce the Annual
 Income Amount on a dollar-for-dollar basis in that Annuity Year. If your
 cumulative Lifetime Withdrawals in an Annuity Year are in excess of the Annual
 Income Amount for any Annuity Year ("Excess Income"), your Annual Income
 Amount in subsequent years will be reduced (except with regard to required
 minimum distributions for this Annuity that comply with our rules) by the
 result of the ratio of the Excess Income to the Account Value immediately
 prior to such withdrawal (see examples of this calculation below). Reductions
 are based on the actual amount of the withdrawal, including any CDSC that may
 apply. Lifetime Withdrawals of any amount up to and including the Annual
 Income Amount will reduce the Protected Withdrawal Value by the amount of the
 withdrawal. Withdrawals of Excess Income will reduce the Protected Withdrawal
 Value by the same ratio as the reduction to the Annual Income Amount.

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

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

 Any Purchase Payment that you make subsequent to the election of Spousal
 Highest Daily Lifetime 7 Plus will (i) increase the then-existing Annual
 Income Amount by an amount equal to a percentage of the Purchase Payment
 (including the amount of any associated Credit) based on the age of the
 younger Annuitant at the time of the first Lifetime Withdrawal (the
 percentages are: 4% for ages 50 - less than 59 1/2, 5% for ages 59 1/2 - 79,
 6% for ages 80-84, 7% for ages 85-89, and 8% for ages 90 and older), and
 (ii) increase the Protected Withdrawal Value by the amount of the Purchase
 Payment (including the amount of any associated Credit).

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

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

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

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

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

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

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

 Example of proportional reductions
 Continuing the previous example, assume an additional withdrawal of $5,000
 occurs on November 27, 2009 and the Account Value at the time and immediately
 prior to this withdrawal is $118,000. The first $3,500 of this withdrawal
 reduces the Annual Income Amount for that Annuity Year to $0. The remaining
 withdrawal amount of $1,500 - reduces the Annual Income Amount in future
 Annuity Years on a proportional basis based on the ratio of the excess
 withdrawal to the Account Value immediately prior to the excess withdrawal.
 (Note that if there were other withdrawals in that Annuity Year, each would
 result in another proportional reduction to the Annual Income Amount).

 Here is the calculation:


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


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

 Continuing the same example as above, the Annual Income Amount for this
 Annuity Year is $6,000. However, the excess withdrawal on November 27 reduces
 the amount to $5,921.40 for future years (see above). For the next Annuity
 Year, the Annual Income Amount will be stepped up if 5% (since the youngest
 Designated Life is between 59 1/2 and 79 on the date of the potential step-up)
 of the highest daily Account Value adjusted for withdrawals and purchase
 payments (including credits), is higher than $5921.40. Here are the
 calculations for determining the daily values. Only the November 25 value is
 being adjusted for excess withdrawals as the November 30 and December 1
 Valuation Days occur after the excess withdrawal on November 27.

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


 *  In this example, the Annuity Anniversary date is December 1. The Valuation
    Dates are every day following the first Lifetime Withdrawal. In subsequent
    Annuity Years Valuation Dates will be every day following the Annuity
    Anniversary. The Annuity Anniversary Date of December 1 is considered the
    final Valuation Date for the Annuity Year.
 ** In this example, the first daily value after the first Lifetime Withdrawal
    is $119,000 on November 25, resulting in an adjusted Annual Income Amount
    of $5,950.00. This amount is adjusted on November 27 to reflect the $5,000
    withdrawal. The calculations for the adjustments are:
   .   The Account Value of $119,000 on November 25 is first reduced
       dollar-for-dollar by $3,500 ($3,500 is the remaining Annual Income
       Amount for the Annuity Year), resulting in an adjusted Account Value of
       $115,500 before the excess withdrawal.
   .   This amount ($115,500) is further reduced by 1.31% (this is the ratio in
       the above example which is the excess withdrawal divided by the Account
       Value immediately preceding the excess withdrawal) resulting in a
       Highest Daily Value of $113,986.95.
   .   The adjusted Annual Income Amount is carried forward to the next
       Valuation Date of November 30. At this time, we compare this amount to
       5% of the Account Value on November 30. Since the November 27 adjusted
       Annual Income Amount of $5,699.35 is higher than $5,650.00 (5% of
       $113,000), we continue to carry $5,699.35 forward to the next and final
       Valuation Date of December 1. The Account Value on December 1 is
       $119,000 and 5% of this amount is $5,950. Since this is higher than
       $5,699.35, the adjusted Annual Income Amount is reset to $5,950.00.

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

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

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

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

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

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

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

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 Here is the calculation:


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


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

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

 Annual Income Amount = $5,000

 Remaining Annual Income Amount = $3,000

 Required Minimum Distribution = $6,000

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

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

 Benefits Under Spousal Highest Daily Lifetime 7 Plus
..   To the extent that your Account Value was reduced to zero as a result of
    cumulative Lifetime Withdrawals in an Annuity Year that are equal to or
    less than the Annual Income Amount or as a result of the fee that we assess
    for Spousal Highest Daily Lifetime 7 Plus, and amounts are still payable
    under Spousal Highest Daily Lifetime 7 Plus, we will make an additional
    payment, if any, for that Annuity Year equal to the remaining Annual Income
    Amount for the Annuity Year. If you have not begun taking Lifetime
    Withdrawals and your Account Value is reduced to zero as a result of the
    fee we assess for Spousal Highest Daily Lifetime 7 Plus, we will calculate
    the Annual Income Amount as if you made your first Lifetime Withdrawal on
    the date the Account Value was reduced to zero and Lifetime Withdrawals
    will begin on the next Annuity Anniversary. If this were to occur, you are
    not permitted to make additional purchase payments to your Annuity. Thus,
    in these scenarios, the remaining Annual Income Amount would be payable
    even though your Account Value was reduced to zero. In subsequent

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   Annuity Years we make payments that equal the Annual Income Amount as
    described in this section. We will make payments until the death of the
    first of the Designated Lives to die, and will continue to make payments
    until the death of the second Designated Life as long as the Designated
    Lives were spouses at the time of the first death. To the extent that
    cumulative withdrawals in the Annuity Year that reduced your Account Value
    to zero are more than the Annual Income Amount, the Spousal Highest Daily
    Lifetime 7 Plus benefit terminates, and no additional payments will be
    made. However, if a withdrawal in the latter scenario was taken to satisfy
    a required minimum distribution under the Annuity the benefit will not
    terminate, and we will continue to pay the Annual Income Amount in
    subsequent Annuity Years until the death of the second Designated Life
    provided the Designated lives were spouses at the death of the first
    Designated Life.
..   If Annuity payments are to begin under the terms of your Annuity, or if you
    decide to begin receiving Annuity payments and there is an Annual Income
    Amount due in subsequent Annuity Years, you can elect one of the following
    two options:

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

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

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

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

..   Please note that payments that we make under this benefit after the Annuity
    Anniversary coinciding with or next following the older of the owner or
    Annuitant's 95/th/ birthday will be treated as annuity payments.


 Other Important Considerations
..   Withdrawals under the Spousal Highest Daily Lifetime 7 Plus benefit are
    subject to all of the terms and conditions of the Annuity, including any
    applicable CDSC for the Non-Lifetime Withdrawal as well as withdrawals that
    exceed the Annual Income Amount.

..   Withdrawals made while the Spousal Highest Daily Lifetime 7 Plus benefit is
    in effect will be treated, for tax purposes, in the same way as any other
    withdrawals under the Annuity. Any withdrawals made under the benefit will
    be taken pro-rata from the Sub-accounts (including the AST Investment Grade
    Bond Sub-account) and the DCA Fixed Rate Options (if you are participating
    in the 6 or 12 Month DCA Program). Withdrawals from the DCA Fixed Rate
    Options will be taken on a last-in, first-out basis.

..   You can make withdrawals from your Annuity while your Account Value is
    greater than zero without purchasing the Spousal Highest Daily Lifetime 7
    Plus benefit. The Spousal Highest Daily Lifetime 7 Plus benefit provides a
    guarantee that if your Account Value is reduced to zero (subject to program
    rules regarding the timing and amount of withdrawals), you will be able to
    receive your Annual Income Amount in the form of periodic benefit payments.
..   Upon inception of the benefit, 100% of your Account Value must be allocated
    to the Permitted Sub-accounts.

..   You cannot allocate purchase payments or transfer Account Value to or from
    the AST Investment Grade Bond Portfolio Sub-account (as described below) if
    you elect this benefit. A summary description of the AST Investment Grade
    Bond Portfolio appears in the prospectus section entitled "What Are The
    Investment Objectives and Policies of The Portfolios?". Upon the initial
    transfer of your Account Value into the AST Investment Grade Bond
    Portfolio, we will send a prospectus for that Portfolio to you, along with
    your confirmation statement. In addition, you can find a copy of the AST
    Investment Grade Bond Portfolio prospectus by going to
    www.prudentialannuities.com.

..   You can make withdrawals from your Annuity without purchasing the Spousal
    Highest Daily Lifetime 7 Plus benefit. The Spousal Highest Daily Lifetime 7
    Plus benefit provides a guarantee that if your Account Value declines due
    to Sub-account performance, you will be able to receive your Annual Income
    Amount in the form of periodic benefit payments.
..   Transfers to and from the elected Sub-accounts and the AST Investment Grade
    Bond Portfolio Sub-account triggered by the Spousal Highest Daily Lifetime
    7 Plus asset transfer program will not count toward the maximum number of
    free transfers allowable under an Annuity.



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..   You must allocate your Account Value in accordance with the then available
    investment option(s) that we may prescribe in order to elect and maintain
    the Spousal Highest Daily Lifetime 7 Plus benefit. If, subsequent to your
    election of the benefit, we change our requirements for how Account Value
    must be allocated under the benefit, the new requirement will apply only to
    new elections of the benefit, and we will not compel you to re-allocate
    your Account Value in accordance with our newly adopted requirements.
    Subject to any change in requirements, transfers of Account Value and
    allocation of Additional purchase payments may be subject to new investment
    limitations.
..   If you elect this benefit and in connection with that election, you are
    required to reallocate to permitted investment options, then on the
    Valuation Day we receive your request in Good Order, we will (i) sell units
    of the non-permitted investment options and (ii) invest the proceeds of
    those sales in the permitted investment options that you have designated.
    During this reallocation process, your Account Value allocated to the
    Sub-accounts will remain exposed to investment risk, as is the case
    generally. The newly-elected benefit will commence at the close of business
    on the following Valuation Day. Thus, the protection afforded by the
    newly-elected benefit will not arise until the close of business on the
    following Valuation Day.

..   The maximum fee for Spousal Highest Daily Lifetime 7 Plus is 1.50% annually
    of the greater of Account Value and the Protected Withdrawal Value. The
    current fee for Spousal Highest Daily Lifetime 7 Plus is 0.90% annually of
    the greater of Account Value and the Protected Withdrawal Value. We deduct
    this fee at the end of each benefit quarter, where each such quarter is
    part of a year that begins on the effective date of the benefit or an
    anniversary thereafter. Thus, on each such quarter-end (or the next
    Valuation Day, if the quarter-end is not a Valuation Day), we deduct 0.225%
    of the greater of the prior day's Account Value, or the prior day's
    Protected Withdrawal Value at the end of the quarter. We deduct the fee pro
    rata from each of your Sub-accounts including the AST Investment Grade Bond
    Sub-account. Since this fee is based on the greater of the Account Value
    and the Protected Withdrawal Value, the fee for Spousal Highest Daily
    Lifetime 7 Plus may be greater than it would have been, had it been based
    on the Account Value alone. If the fee to be deducted exceeds the Account
    Value, we will reduce the Account Value to zero, and continue the benefit
    as described above.

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

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

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

 Termination of the Benefit
 You may terminate the benefit at any time by notifying us. If you terminate
 the benefit, any guarantee provided by the benefit will terminate as of the
 date the termination is effective, and certain restrictions on re-election may
 apply. The benefit automatically terminates: (i) if upon the death of the
 first Designated Life, the surviving Designated Life opts to take the death
 benefit under the Annuity (thus, the benefit does not terminate solely because
 of the death of the first Designated Life), (ii) upon the death of the second
 Designated Life, (iii) upon your termination of the benefit, (iv) upon your
 surrender of the Annuity, (v) upon your election to begin receiving annuity
 payments (although if you have elected to take annuity payments in the form of
 the Annual Income Amount, we will continue to pay the Annual Income Amount),
 (vi) if both the Account Value and Annual Income Amount equal zero, or
 (vii) if you cease to meet our requirements as described in "Election of and
 Designations under the Benefit".

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 Upon termination of Spousal Highest Daily Lifetime 7 Plus other than upon
 death of a Designated Life, we impose any accrued fee for the benefit (i.e.,
 the fee for the pro-rated portion of the year since the fee was last
 assessed), and thereafter we cease deducting the charge for the benefit. With
 regard to your investment allocations, upon termination we will: (i) leave
 intact amounts that are held in the variable investment options, and
 (ii) transfer all amounts held in the AST Investment Grade Bond Portfolio
 Sub-account (as defined below) to your variable investment options based on
 your existing allocation instructions or (in the absence of such instruction)
 pro rata (i.e. in the same proportion as the current balances in your variable
 investment options).

 How Spousal Highest Daily Lifetime 7 Plus Transfers Account Value between Your
 Permitted Sub-accounts and the AST Investment Grade Bond Sub-account

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


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

 Note that under the Worker, Retiree and Employer Recovery Act of 2008,
 Required Minimum Distributions are suspended for 2009 and are scheduled to
 resume in 2010. We will continue to treat the calculated amount that would
 have been a required minimum distribution if not for the suspension as the
 amount available for withdrawal if you so choose.

 As indicated, withdrawals made while this benefit is in effect will be
 treated, for tax purposes, in the same way as any other withdrawals under the
 Annuity. Please see the Tax Considerations section of the prospectus for a
 detailed discussion of the tax treatment of withdrawals. We do not address
 each potential tax scenario that could arise with respect to this benefit
 here. However, we do note that if you participate in Spousal Highest Daily
 Lifetime 7 Plus through a non-qualified annuity, as with all withdrawals, once
 all purchase payments are returned under the Annuity, all subsequent
 withdrawal amounts will be taxed as ordinary income.

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

 If you elect the Beneficiary Income Option death benefit, you may not elect
 any other optional benefit. You may elect the Beneficiary Income Option death
 benefit so long as each Designated Life is no older than age 75 at the time of
 election and the Spousal Highest Daily Lifetime 7 Plus age requirements are
 met. This death benefit is not transferable in the event of a divorce, nor may
 the benefit be split in accordance with any divorce proceedings or similar
 instrument of separation. If you choose the Spousal Highest Daily Lifetime 7
 Plus with BIO, the maximum charge is 2.00% of the greater of Account Value and
 the Protected Withdrawal Value ("PWV") annually. The current charge is 1.10%
 annually of the greater of Account Value and the PWV. We deduct this charge at
 the end of each benefit quarter, where each such quarter is part of a year
 that begins on the effective date of the benefit or an anniversary thereafter.
 Thus, on each such quarter-end (or the next Valuation Day, if the quarter-end
 is not a

                                      152



 Valuation Day), we deduct 0.275% of the greater of the prior day's Account
 Value or the prior day's Protected Withdrawal Value at the end of the quarter.
 We deduct the fee pro rata from each of your Sub-accounts, including the AST
 Investment Grade Bond Sub-account. Because the fee for this benefit is based
 on the greater of the Account Value or the Protected Withdrawal Value, the fee
 for Spousal Highest Daily Lifetime 7 Plus with the Beneficiary Income Option
 may be greater than it would have been based on the Account Value alone. If
 the fee to be deducted exceeds the current Account Value, we will reduce the
 Account Value to zero, and continue the benefit as described below.

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

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

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

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

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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. Please note that if your Annuity is held as a Beneficiary Annuity
 and owned by one of the permissible entities, no death benefit will be payable
 since the Annuity will continue distributing the required distributions over
 the life expectancy of the Key Life until either the Account Value is depleted
 or the Annuity is fully surrendered. 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
 two different optional Death Benefits that can be purchased for an additional
 charge. The additional charge is deducted to compensate Prudential Annuities
 for providing increased insurance protection under the optional Death
 Benefits. Notwithstanding the additional protection provided under the
 optional Death Benefits, the additional cost has the impact of reducing the
 net performance of the investment options. In addition, with respect to XT6,
 under certain circumstances, your Death Benefit may be reduced by the amount
 of any Credits we applied to your purchase payments. (See "How are Credits
 Applied to My Account Value".)


 Considerations for Contingent Annuitants: We may allow the naming of a
 contingent annuitant when a Nonqualified Annuity contract is held by a pension
 plan or a tax favored retirement plan. In such a situation, the Annuity may no
 longer qualify for tax deferral where the Annuity contract continues after the
 death of the Annuitant. In some of our Annuities we allow for the naming of a
 co-annuitant, which also is used to mean the successor annuitant (and not
 another life used for measuring the duration of an annuity payment option).
 Like in the case of a contingent annuitant, the Annuity may no longer qualify
 for tax deferral where the contract continues after the death of the Annuitant.


 For ASAP III, APEX II and XT6 Annuities, the existing basic Death Benefit (for
 all decedent ages) is the greater of:
..   The sum of all purchase payments (not including any Credits) less the sum
    of all proportional withdrawals.
..   The sum of your Account Value in the Sub-accounts and your Interim Value in
    the MVA Fixed Allocations (less the amount of any Credits applied within
    12-months prior to the date of death, with respect to XT6).

 For ASL II Annuities issued before July 21, 2008, where death occurs before
 the decedent's age 85, the basic Death Benefit is the greater of:
..   The sum of all purchase payments less the sum of all proportional
    withdrawals.
..   The sum of your Account Value in the Sub-accounts and your Interim Value in
    the MVA Fixed Allocations.

 For ASL II Annuities issued before July 21, 2008 where death occurs after the
 decedent's age 85, the Death Benefit is (a) your Account Value (for Annuities
 other than those issued in New York) or (b) your Account Value in the
 Sub-accounts plus your Interim Value in the MVA Fixed Allocations (for
 Annuities issued in New York only).


 For ASL II Annuities issued on or after July 21, 2008 the basic Death Benefit
 is the greater of:

..   The sum of all purchase payments less the sum of all proportional
    withdrawals.
..   The sum of your Account Value in the Sub-accounts and your Interim Value in
    the MVA 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
 Two optional Death Benefits are offered for purchase with your Annuity to
 provide an enhanced level of protection for your beneficiaries. No optional
 Death Benefit is available if your Annuity is held as a Beneficiary Annuity.

                                      154




 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. 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, Spousal Highest Daily Lifetime Seven, Spousal Highest
 Daily Lifetime 7 Plus, or the BIO feature of the Highest Daily Lifetime Seven
 or the Highest Daily Lifetime 7 Plus suite of benefits, 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 is no longer
 available for new elections. It provides 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 provided a benefit
 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 had to be age 75 or less at the time the benefit was
 purchased. If an Annuity has joint Owners, the oldest Owner had to be age 75
 or less. If an Annuity is owned by an entity, the Annuitant had to be age 75
 or less.


 Calculation of Enhanced Beneficiary Protection Optional Death Benefit
 If you purchased 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 MVA 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 was offered in
 those jurisdictions where we received regulatory approval. Certain terms and
 conditions may differ between jurisdictions. 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 was not available if you elected the "Combination 5%
 Roll-up and Highest Anniversary Value" Death Benefit, the Spousal Lifetime
 Five Income Benefit Spousal Highest Daily Lifetime Seven or Highest Daily
 Lifetime Seven with BIO.


 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.

                                      155



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

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

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

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

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

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

       The amount determined by this calculation is increased by any purchase
       payments received after the Owner's date of death and decreased by any
       proportional withdrawals since such date.


       The Highest Anniversary Value Death Benefit described above is currently
       being offered in those jurisdictions where we have received regulatory
       approval. The Highest Anniversary Value Death Benefit is not available
       if you have elected the "Combination 5% Roll-up and Highest Anniversary
       Value" or the "Highest Daily Value" Death Benefit. It is also not
       available with Spousal Lifetime Five or Spousal Highest Daily Lifetime
       Seven. With respect to XT6, APEX II and ASL II, please see Appendix E
       for a description of the Guaranteed Minimum Death Benefit offered before
       November 18, 2002 in those jurisdictions where we received regulatory
       approval.


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

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

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

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

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

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

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

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

                                      156



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

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

 MINUS

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

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

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

 MINUS

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

 In the case of XT6, as indicated, the amounts calculated in Items 1, 2 and 3
 above (before, on or after the Death Benefit Target Date) may be reduced by
 any Credits under certain circumstances. Please refer to the definitions of
 Death Benefit Target Date below. This Death Benefit may not be an appropriate
 feature where the Owner's age is near the age specified
 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. 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, Spousal Highest Daily
 Lifetime Seven or the BIO feature of the Highest Daily Lifetime Seven or the
 Highest Daily Lifetime 7 Plus suite of benefits. 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 80th 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
       80th 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 in the Sub-accounts plus the
       Interim Value in any MVA Fixed Allocations 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.

                                      157



 Highest Daily Value Death Benefit ("HDV")

 The Highest Daily Value Death Benefit is no longer available for new
 elections. If an Annuity has one Owner, the Owner must have been age 79 or
 less at the time the Highest Daily Value Death Benefit was elected. If an
 Annuity has joint Owners, the older Owner must have been 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 have
 been age 79 or less at the time of election and death of the Owner refers to
 the death of the Annuitant.


 If you elected this benefit, you must have allocated your Account Value in
 accordance with the then permitted and available option(s) with this benefit.

       The HDV Death Benefit depends on whether death occurs before or after
       the Death Benefit Target Date (see the definitions below).


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

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

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

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

       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 was offered in
       those jurisdictions where we received regulatory approval. The Highest
       Daily Value Death Benefit was not available if you elected the
       Guaranteed Return Option, Guaranteed Return Option Plus, Guaranteed
       Return Option Plus 2008, Highest Daily GRO, Spousal Lifetime Five,
       Highest Daily Lifetime Five, Highest Daily Lifetime Seven, Spousal
       Highest Daily Lifetime Seven, the Highest Daily Lifetime 7 Plus
       benefits, 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 80th 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 (unless the Annuity is held as a Beneficiary
 Annuity).

                                      158



 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. For
 jointly owned Annuities, the optional death benefits are payable upon the
 first death of either Owner and therefore terminate and do not continue if a
 surviving spouse continues the Annuity. Where an Annuity is structured so that
 it is owned by a grantor trust but the annuitant is not the grantor, then the
 Annuity is required to terminate upon the death of the grantor if the grantor
 pre-deceases the annuitant under Section 72(s) of the Code. Under this
 circumstance, the Account Value will be paid out to the beneficiary and it is
 not eligible for the death benefit provided under the Annuity.


 What are the charges for the optional Death Benefits?
 For elections of the Highest Anniversary Value Death Benefit and the
 Combination 5% Roll-Up and HAV Death Benefit made on or after May 1, 2009, we
 impose a charge equal to 0.40% and 0.80%, respectively, per year of the
 average daily net assets of the Sub-accounts. For elections of the Highest
 Anniversary Value Death Benefit and the Combination 5% Roll-Up and HAV Death
 Benefit that were made prior to May 1, 2009, we impose a charge equal to 0.25%
 and 0.50%, respectively, per year of the average daily net assets of the
 Sub-accounts. We deduct a charge equal to 0.25% per year of the average daily
 net assets of the Sub-accounts for each of the Enhanced Beneficiary Protection
 Death Benefit and 0.50% per year of the average daily net assets of the
 Sub-accounts for the HDV Death Benefit. We deduct the charge for each of these
 benefits to compensate Prudential Annuities for providing increased insurance
 protection under the optional Death Benefits. The additional annual charge is
 deducted daily against your Account Value allocated to the Sub-accounts.

 Please refer to the section entitled "Tax Considerations" for additional
 considerations in relation to the optional Death Benefit.

 PRUDENTIAL ANNUITIES' ANNUITY REWARDS

 What is the Annuity Rewards Benefit in ASAP III, APEX II and XT6?

 The Annuity Rewards Benefit offers Owners the ability to capture any market
 gains since the Issue Date of their Annuity as an enhancement to their current
 Death Benefit so their beneficiaries will not receive less than an Annuity's
 value as of the effective date of the benefit. Under the Annuity Rewards
 Benefit, Prudential Annuities guarantees that the Death Benefit will not be
 less than:


       .   your Account Value in the Sub-accounts plus the Interim Value in any
           MVA 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 or if your Annuity is held as a
 Beneficiary Annuity.

 Who is eligible for the Annuity Rewards benefit?
 Owners can elect the Annuity Rewards Death Benefit enhancement when the
 original CDSC period is over. 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 Annuity. The required
 distributions depend on whether you die before you start taking annuity
 payments under the Annuity or after you start taking annuity payments under
 the Annuity.


                                      159




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


 In the event of 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 required distributions.

 If the Annuity is held as a Beneficiary Annuity, the payment of the Death
 Benefit must be distributed:
   .   as a lump sum payment; or

   .   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
       required distributions.


 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 Annuity may
       be continued with your spouse as the owner. Note that the Worker,
       Retiree and Employer Recovery Act of 2008 suspended Required Minimum
       Distributions for 2009. This means that if your beneficiary receives
       payment as periodic payments, no payment is required in 2009. If your
       beneficiary elects to receive full distribution by December 31/st/ of
       the year including the five year anniversary of the date of death, 2009
       shall not be included in the five year requirement period. This
       effectively extends this period to December 31/st/ of the year including
       the six year anniversary date of death.

   .   If you die before a designated beneficiary is named and before the date
       required minimum distributions must begin under the Code, the death
       benefit must be paid out by 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. For this distribution requirement also, 2009 shall not be
       included in the five year requirement period.
   .   If you die before a designated beneficiary is named and after the date
       required minimum distributions must begin under the Code, the death
       benefit must be paid out at least as rapidly as under the method then in
       effect. For contracts where multiple beneficiaries have been named and
       at least one of the beneficiaries does not qualify as a designated
       beneficiary and the account has not been divided into separate accounts
       by December 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.

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 The tax consequences to the beneficiary may vary among the different death
 benefit payment options. See the Tax Considerations section of this
 prospectus, and consult your tax advisor.

 Beneficiary Continuation Option
 Instead of receiving the death benefit in a single payment, or under an
 Annuity Option, a beneficiary may take the death benefit under an alternative
 death benefit payment option, as provided by the Code and described above
 under the sections entitled "Payment of Death Benefits" and "Alternative Death
 Benefit Payment Options - Annuities Held by Tax-Favored Plans." This
 "Beneficiary Continuation Option" is described below and is available for both
 qualified Annuities (i.e. annuities sold to an IRA, Roth IRA, SEP IRA, or
 403(b)), Beneficiary Annuities and non-qualified Annuities.

 Under the Beneficiary Continuation Option:


..   The beneficiary must apply at least $15,000 to 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 $35 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 or the Annuity is held
 as a Beneficiary Annuity, (if available under your Annuity) 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.


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 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. "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
 Benefits - 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 MVA Fixed Allocation's Maturity Date, the Account Value may include
 any Market Value Adjustment that would apply to a MVA 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 for the
 MVA Fixed Allocations. The Interim Value can be calculated on any day and is
 equal to the initial value allocated to an MVA Fixed Allocation plus all
 interest credited to an MVA 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 an MVA 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 an MVA Fixed Allocation on any day more than 30 days prior to its
 Maturity Date, we multiply the Account Value of the MVA Fixed Allocation times
 the Market Value Adjustment factor. In addition to MVA Fixed Allocations that
 are subject to a Market Value Adjustment, we offer DCA Fixed Rate Options that
 are used with our 6 or 12 Month Dollar Cost Averaging Program and are not
 subject to any MVA. Account Value allocated to the DCA Fixed Rate Options
 earns the declared rate of interest while it is transferred over a 6 month or
 12 month period into the Sub-accounts that you have designated.


 WHEN DO YOU PROCESS AND VALUE TRANSACTIONS?
 Prudential Annuities is generally open to process financial transactions on
 those days that the New York Stock Exchange (NYSE) is open for trading. There
 may be circumstances where the NYSE does not open on a regularly scheduled
 date or time or closes at an earlier time than scheduled (normally 4:00 p.m.
 EST). Generally, financial transactions requested before the close of the NYSE
 which meet our requirements will be processed according to the value next
 determined following the close of business. Financial transactions requested
 on a non-Valuation Day or after the close of the NYSE will be processed based
 on the value next computed on the next Valuation Day. There may be
 circumstances when the opening or closing time of the NYSE is different than
 other major stock exchanges, such as NASDAQ or the American Stock Exchange.
 Under such circumstances, the closing time of the NYSE will be used when
 valuing and processing transactions.

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 There may be circumstances where the NYSE is open, however, due to inclement
 weather, natural disaster or other circumstances beyond our control, our
 offices may be closed or our business processing capabilities may be
 restricted. Under those circumstances, your Account Value may fluctuate based
 on changes in the Unit Values, but you may not be able to transfer Account
 Value, or make a purchase or redemption request.


 We have arrangements with certain selling firms, under which receipt by the
 firm in good order prior to our cut-off time on a given Valuation Day is
 treated as receipt by us on that Valuation Day for pricing purposes.
 Currently, we have such an arrangement with Citigroup Global Markets Inc.
 ("CGM"). In addition, we currently have an arrangement with Merrill Lynch,
 Pierce, Fenner & Smith, Inc. ("Merrill Lynch") under which transfer orders
 between Sub-accounts that are received in good order by Merrill Lynch prior to
 the NYSE close on a given Valuation Day will be priced by us as of that
 Valuation Day. The arrangements with CGM and Merrill Lynch may be terminated
 in certain circumstances.


 The NYSE is closed on the following nationally recognized holidays: New Year's
 Day, Martin Luther King, Jr. Day, President's Day, Good Friday, Memorial Day,
 Independence Day, Labor Day, Thanksgiving, and Christmas. On those dates, we
 will not process any financial transactions involving purchase or redemption
 orders.

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

 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.

 We are generally required by law to pay any surrender request or death benefit
 claims from the Separate Account within 7 days of our receipt of your request
 in good order.

 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,

                                      164



 3:30 p.m. Eastern time) for transactions submitted electronically through
 Prudential Annuities' Internet website (www. prudentialannuities.com). You
 cannot request a transaction involving the transfer of units in one of the
 ProFunds VP Sub-accounts between the applicable "cut-off" time and 4:00 p.m.

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

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

 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).

                                      165



                              TAX CONSIDERATIONS

 The tax considerations associated with an Annuity vary depending on whether
 the contract is (i) owned by an individual or non-natural person, and not
 associated with a tax-favored retirement plan, or (ii) held under a
 tax-favored retirement plan. We discuss the tax considerations for these
 categories of contracts below. The discussion is general in nature and
 describes only federal income tax law (not state or other tax laws). It is
 based on current law and interpretations, which may change. The information
 provided is not intended as tax advice. You should consult with a qualified
 tax advisor for complete information and advice. References to purchase
 payments below relate to your cost basis in your contract. Generally, your
 cost basis in a contract not associated with a tax-favored retirement plan is
 the amount you pay into your contract, or into annuities exchanged for your
 contract, on an after-tax basis less any withdrawals of such payments. Cost
 basis for a tax-favored retirement plan is provided only in limited
 circumstances, such as for contributions to a Roth IRA or nondeductible IRA
 contributions. The discussion includes a description of certain spousal rights
 under the contract, and our administration of such spousal rights and related
 tax reporting accords with our understanding of the Defense of Marriage Act
 (which defines a "marriage" as a legal union between a man and a woman and a
 "spouse" as a person of the opposite sex). Depending on the state in which
 your annuity is issued, we may offer certain spousal benefits to civil union
 couples or same-sex marriages. You should be aware, however, that federal tax
 law does not recognize civil unions or same-sex marriages. Therefore, we
 cannot permit a civil union partner or same-sex spouse to continue the annuity
 upon the death of the first partner under the annuity's "spousal continuance"
 provision. Civil union couples and same-sex marriage spouses should consider
 that limitation before selecting a spousal benefit under the annuity.

 The discussion below generally assumes that the Annuity Contract is issued to
 the Contract Owner. For Annuity Contracts issued under the Beneficiary
 Continuation Option or as a Beneficiary Annuity, refer to the Taxes Payable by
 Beneficiaries for Nonqualified Annuity Contracts and Required Distributions
 Upon Your Death for Qualified Annuity Contracts in this Tax Considerations
 section.

 NONQUALIFIED ANNUITY CONTRACTS
 In general, as used in this prospectus, a Nonqualified Annuity is owned by an
 individual or non-natural person and is not associated with a tax-favored
 retirement plan.

 Taxes Payable by You We believe the Annuity is an annuity contract for tax
 purposes. Accordingly, as a general rule, you should not pay any tax until you
 receive money under the contract. Generally, annuity contracts issued by the
 same company (and affiliates) to you during the same calendar year must be
 treated as one annuity contract for purposes of determining the amount subject
 to tax under the rules described below. Charges for investment advisory fees
 that are taken from the contract are treated as a partial withdrawal from the
 contract and will be reported as such to the contract owner.

 It is possible that the Internal Revenue Service (IRS) would assert that some
 or all of the charges for the optional benefits under the contract should be
 treated for federal income tax purposes as a partial withdrawal from the
 contract. If this were the case, the charge for this benefit could be deemed a
 withdrawal and treated as taxable to the extent there are earnings in the
 contract. Additionally, for owners under age 59 1/2, the taxable income
 attributable to the charge for the benefit could be subject to a tax penalty.
 If the IRS determines that the charges for one or more benefits under the
 contract are taxable withdrawals, then the sole or surviving owner will be
 provided with a notice from us describing available alternatives regarding
 these benefits.

 You must commence annuity payments no later than the first day of the calendar
 month next following the maximum Annuity date for your Contract. For some of
 our contracts, you are able to choose to defer the Annuity Date beyond the
 default Annuity date described in your Contract. However, the IRS may not then
 consider your contract to be an annuity under the tax law.

 Taxes on Withdrawals and Surrender If you make a withdrawal from your contract
 or surrender it before annuity payments begin, the amount you receive will be
 taxed as ordinary income, rather than as return of purchase payments, until
 all gain has been withdrawn. Once all gain has been withdrawn, payments will
 be treated as a nontaxable return of purchase payments until all purchase
 payments have been returned. After all purchase payments are returned, all
 subsequent amounts will be taxed as ordinary income. You will generally be
 taxed on any withdrawals from the contract while you are alive even if the
 withdrawal is paid to someone else. Withdrawals under any of the optional
 living benefits or as a systematic payment are taxed under these rules. If you
 assign or pledge all or part of your contract as collateral for a loan, the
 part assigned generally will be treated as a withdrawal. If you transfer your
 contract for less than full consideration, such as by gift, you will also
 trigger tax on any gain in the contract. This rule does not apply if you
 transfer the contract to your spouse or under most circumstances if you
 transfer the contract incident to divorce.

 If you choose to receive payments under an interest payment option, or a
 beneficiary chooses to receive a death benefit under an interest payment
 option, that election will be treated, for tax purposes, as surrendering your
 Annuity and will immediately subject any gain in the contract to income tax.

 Taxes on Annuity Payments A portion of each annuity payment you receive will
 be treated as a partial return of your purchase payments and will not be
 taxed. The remaining portion will be taxed as ordinary income. Generally, the
 nontaxable portion is

                                      166



 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.

 Please refer to your Annuity Contract for the maximum Annuity Date.

 Tax Penalty for Early Withdrawal from a Nonqualified Annuity Contract
 You may owe a 10% tax penalty on the taxable part of distributions received
 from your Nonqualified Annuity contract before you attain age 59 1/2. Amounts
 are not subject to this tax penalty if:
..   the amount is paid on or after you reach age 59 1/2 or die;
..   the amount received is attributable to your becoming disabled;
..   generally the amount paid or received is in the form of substantially equal
    payments not less frequently than annually (please note that substantially
    equal payments must continue until the later of reaching age 59 1/2 or 5
    years and modification of payments during that time period will result in
    retroactive application of the 10% tax penalty); or
..   the amount received is paid under an immediate annuity contract (in which
    annuity payments begin within one year of purchase).

 Other exceptions to this tax may apply. You should consult your tax advisor
 for further details.

 Special Rules in Relation to Tax-free Exchanges Under Section 1035
 Section 1035 of the Internal Revenue Code of 1986, as amended (Code), permits
 certain tax-free exchanges of a life insurance, annuity or endowment contract
 for an annuity, including tax-free exchanges of annuity death benefits for a
 Beneficiary Annuity. Partial surrenders may be treated in the same way as
 tax-free 1035 exchanges of entire contracts, therefore avoiding current
 taxation of any gains in the contract as well as the 10% tax penalty on
 pre-age 59 1/2 withdrawals. The IRS has reserved the right to treat
 transactions it considers abusive as ineligible for this favorable partial
 1035 exchange treatment. In Revenue Procedure 2008-24, the IRS has indicated
 that where there is a surrender or distribution from either the initial
 annuity contract or receiving annuity contract within 12 months of the date on
 which the partial exchange was completed, the transfer will retroactively be
 treated as a taxable distribution from the initial annuity contract and a
 contribution to the receiving annuity contract. Tax free exchange treatment
 will be retained if the subsequent surrender or distribution would be eligible
 for an exception to the 10% federal income tax penalty, other than the
 exceptions for substantially equal periodic payments or distributions under an
 immediate annuity. It is unclear how the IRS will treat a partial exchange
 from a life insurance, endowment, or annuity contract into an immediate
 annuity. As of the date of this prospectus, we will accept a partial 1035
 exchange from a non-qualified annuity into an immediate annuity as a
 "tax-free" exchange for future tax reporting purposes, except to the extent
 that we, as a reporting and withholding agent, believe that we would be
 expected to deem the transaction to be abusive. However, some insurance
 companies may not recognize these partial surrenders as tax-free exchanges and
 may report them as taxable distributions to the extent of any gain distributed
 as well as subjecting the taxable portion of the distribution to the 10% tax
 penalty. We strongly urge you to discuss any transaction of this type with
 your tax advisor before proceeding with the transaction.

 If an Annuity is purchased through a tax-free exchange of a life insurance,
 annuity or endowment contract that was purchased prior to August 14, 1982,
 then any purchase payments made to the original contract prior to August 14,
 1982 will be treated as made to the new contract prior to that date.
 Generally, such pre-August 14, 1982 withdrawals are treated as a recovery of
 your investment in the contract first until purchase payments made before
 August 14, 1982 are withdrawn. Moreover, any income allocable to purchase
 payments made before August 14, 1982, is not subject to the 10% tax penalty.

 Taxes Payable by Beneficiaries
 The Death Benefit options are subject to income tax to the extent the
 distribution exceeds the cost basis in the contract. The value of the Death
 Benefit, as determined under federal law, is also included in the owner's
 estate. Generally, the same tax rules described above would also apply to
 amounts received by your beneficiary. Choosing any option other than a lump
 sum Death Benefit may defer taxes. Certain minimum distribution requirements
 apply upon your death, as discussed further below in the Annuity Qualification
 section. Tax consequences to the beneficiary vary depending upon the Death
 Benefit payment option selected. Generally, for payment of the Death Benefit
..   As a lump sum payment: the beneficiary is taxed on gain in the contract.
..   Within 5 years of death of owner: the beneficiary is taxed as amounts are
    withdrawn (in this case gain is treated as being distributed first).
..   Under an annuity or annuity settlement option with distribution beginning
    within one year of the date of death of the owner: the beneficiary is taxed
    on each payment (part will be treated as gain and part as return of
    purchase payments).

 Considerations for Contingent Annuitants: We may allow the naming of a
 contingent annuitant when a Nonqualified Annuity contract is held by a pension
 plan or a tax favored retirement plan. In such a situation, the Annuity may no
 longer qualify for tax deferral where the Annuity contract continues after the
 death of the Annuitant.

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 Reporting and Withholding on Distributions Taxable amounts distributed from an
 Annuity are subject to federal and state income tax reporting and withholding.
 In general, we will withhold federal income tax from the taxable portion of
 such distribution based on the type of distribution. In the case of an annuity
 or similar periodic payment, we will withhold as if you are a married
 individual with three (3) exemptions unless you designate a different
 withholding status. If no U.S. taxpayer identification number is provided, we
 will automatically withhold using single with zero exemptions as the default.
 In the case of all other distributions, we will withhold at a 10% rate. You
 may generally elect not to have tax withheld from your payments. An election
 out of withholding must be made on forms that we provide.

 State income tax withholding rules vary and we will withhold based on the
 rules of your State of residence. Special tax rules apply to withholding for
 nonresident aliens, and we generally withhold income tax for nonresident
 aliens at a 30% rate. A different withholding rate may be applicable to a
 nonresident alien based on the terms of an existing income tax treaty between
 the United States and the nonresident alien's country. Please refer to the
 discussion below regarding withholding rules for a Qualified Annuity.

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

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

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

 Where a contract is structured so that it is owned by a grantor trust but the
 annuitant is not the grantor, then the contract is required to terminate upon
 the death of the grantor if the grantor pre-deceases the annuitant under
 Section 72(s) of the Code. Under this circumstance, the contract value will be
 paid out to the beneficiary and it is not eligible for the death benefit
 provided under the contract.

 Annuity Qualification
 Diversification And Investor Control. In order to qualify for the tax rules
 applicable to annuity contracts described above, the assets underlying the
 Sub-accounts of an Annuity must be diversified, according to certain rules
 under the Internal Revenue Code. Each portfolio is required to diversify its
 investments each quarter so that no more than 55% of the value of its assets
 is represented by any one investment, no more than 70% is represented by any
 two investments, no more than 80% is represented by any three investments, and
 no more than 90% is represented by any four investments. Generally, securities
 of a single issuer are treated as one investment and obligations of each U.S.
 Government agency and instrumentality (such as the Government National
 Mortgage Association) are treated as issued by separate issuers. In addition,
 any security issued, guaranteed or insured (to the extent so guaranteed or
 insured) by the United States or an instrumentality of the U.S. will be
 treated as a security issued by the U.S. Government or its instrumentality,
 where applicable. We believe the portfolios underlying the variable investment
 options of the Annuity meet these diversification requirements.

 An additional requirement for qualification for the tax treatment described
 above is that we, and not you as the contract owner, must have sufficient
 control over the underlying assets to be treated as the owner of the
 underlying assets for tax purposes. While we also believe these investor
 control rules will be met, the Treasury Department may promulgate guidelines
 under which a variable annuity will not be treated as an annuity for tax
 purposes if persons with ownership rights have excessive control over the
 investments underlying such variable annuity. It is unclear whether such
 guidelines, if in fact promulgated, would have retroactive effect. It is also
 unclear what effect, if any, such guidelines might have on transfers between
 the investment options offered pursuant to this Prospectus. We reserve the
 right to take any action, including modifications to your Annuity or the
 investment options, required to comply with such guidelines if promulgated.
 Any such changes will apply uniformly to affected owners and will be made with
 such notice to affected owners as is feasible under the circumstances.

 Required Distributions Upon Your Death for Nonqualified Annuity Contracts.
 Upon your death, certain distributions must be made under the contract. The
 required distributions depend on whether you die before you start taking
 annuity payments under the contract or after you start taking annuity payments
 under the contract. If you die on or after the Annuity Date, the remaining
 portion of the interest in the contract must be distributed at least as
 rapidly as under the method of distribution being used as of the date of
 death. If you die before the Annuity Date, the entire interest in the contract
 must be distributed within 5 years after the date of death, or as periodic
 payments over a period not extending beyond the life or life expectancy of
 such designated beneficiary (provided such payments begin within one year of
 your death). Your designated beneficiary is the person to whom benefit rights
 under the contract pass by reason of death, and must be a natural person in
 order to elect a periodic payment option based on life

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 expectancy or a period exceeding five years. Additionally, if the Annuity is
 payable to (or for the benefit of) your surviving spouse, that portion of the
 contract may be continued with your spouse as the owner. For Nonqualified
 annuity contracts owned by a non-natural person, the required distribution
 rules apply upon the death of the annuitant. This means that for a contract
 held by a non-natural person (such as a trust) for which there is named a
 co-annuitant, then such required distributions will be triggered by the death
 of the first co-annuitants to die.

 Changes In Your Annuity. We reserve the right to make any changes we deem
 necessary to assure that your Annuity qualifies as an annuity contract for tax
 purposes. Any such changes will apply to all contract owners and you will be
 given notice to the extent feasible under the circumstances.

 Qualified Annuity Contracts
 In general, as used in this prospectus, a Qualified Annuity is an Annuity
 contract with applicable endorsements for a tax-favored plan or a Nonqualified
 Annuity contract held by a tax-favored retirement plan.

 The following is a general discussion of the tax considerations for Qualified
 Annuity contracts. This Annuity may or may not be available for all types of
 the tax-favored retirement plans discussed below. This discussion assumes that
 you have satisfied the eligibility requirements for any tax-favored retirement
 plan. Please consult your Financial Professional prior to purchase to confirm
 if this contract is available for a particular type of tax-favored retirement
 plan or whether we will accept the type of contribution you intend for this
 contract.

 A Qualified annuity may typically be purchased for use in connection with:
..   Individual retirement accounts and annuities (IRAs), including inherited
    IRAs (which we refer to as a Beneficiary IRA), which are subject to
    Sections 408(a) and 408(b) of the Code;
..   Roth IRAs, including inherited Roth IRAs (which we refer to as a
    Beneficiary Roth IRA) under Section 408A of the Code;
..   A corporate Pension or Profit-sharing plan (subject to 401(a) of the Code);
..   H.R. 10 plans (also known as Keogh Plans, subject to 401(a) of the Code);
..   Tax Sheltered Annuities (subject to 403(b) of the Code, also known as Tax
    Deferred Annuities or TDAs);
..   Section 457 plans (subject to 457 of the Code).

 A Nonqualified annuity may also be purchased by a 401(a) trust or custodial
 IRA or Roth IRA account, or a Section 457 plan, which can hold other
 permissible assets. The terms and administration of the trust or custodial
 account or plan in accordance with the laws and regulations for 401(a) plans,
 IRAs or Roth IRAs, or a Section 457 plan, as applicable, are the
 responsibility of the applicable trustee or custodian.

 You should be aware that tax favored plans such as IRAs generally provide
 income tax deferral regardless of whether they invest in annuity contracts.
 This means that when a tax favored plan invests in an annuity contract, it
 generally does not result in any additional tax benefits (such as income tax
 deferral and income tax free transfers).

 Types of Tax-favored Plans
 IRAs. If you buy an Annuity for use as an IRA, we will provide you a copy of
 the prospectus and contract. The "IRA Disclosure Statement" and "Roth IRA
 Disclosure Statement" which accompany the prospectus contain information about
 eligibility, contribution limits, tax particulars, and other IRA information.
 In addition to this information (some of which is summarized below), the IRS
 requires that you have a "free look" after making an initial contribution to
 the contract. During this time, you can cancel the Annuity by notifying us in
 writing, and we will refund all of the purchase payments under the Annuity
 (or, if provided by applicable state law, the amount credited under the
 Annuity, if greater), less any applicable federal and state income
 tax withholding.

 Contributions Limits/Rollovers. Subject to the minimum purchase payment
 requirements of an Annuity, you may purchase an Annuity for an IRA in
 connection with a "rollover" of amounts from a qualified retirement plan, as a
 transfer from another IRA, by making a single contribution consisting of your
 IRA contributions and catch-up contributions, if applicable, attributable to
 the prior year and the current year during the period from January 1 to
 April 15, or as a current year contribution. In 2009 the contribution limit is
 $5,000. The contribution amount is indexed for inflation. The tax law also
 provides for a catch-up provision for individuals who are age 50 and above,
 allowing these individuals an additional $1,000 contribution each year. The
 catch-up amount is not indexed for inflation.

 The "rollover" rules under the Code are fairly technical; however, an
 individual (or his or her surviving spouse) may generally "roll over" certain
 distributions from tax favored retirement plans (either directly or within 60
 days from the date of these distributions) if he or she meets the requirements
 for distribution. Once you buy an Annuity, you can make regular IRA
 contributions under the Annuity (to the extent permitted by law). However, if
 you make such regular IRA contributions, you should note that you will not be
 able to treat the contract as a "conduit IRA," which means that you will not
 retain possible favorable tax treatment if you subsequently "roll over" the
 contract funds originally derived from a qualified retirement plan or TDA into
 another Section 401(a) plan or TDA. In some circumstances, non-spouse
 beneficiaries may directly roll over to an IRA amounts due from qualified
 plans, 403(b) plans, and governmental 457(b) plans.

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 The rollover rules applicable to non-spouse beneficiaries under the Code are
 more restrictive than the rollover rules applicable to owner/participants and
 spouse beneficiaries. Generally, non-spouse beneficiaries may roll over
 distributions from tax favored retirement plans only as a direct rollover, and
 if permitted by the plan. Under the Worker, Retiree and Employer Recovery Act
 of 2008, employer retirement plans are required to permit non-spouse
 beneficiaries to roll over funds to an inherited IRA for plan years beginning
 after December 31, 2009. An inherited IRA must be directly rolled over from
 the employer plan or IRA, and must be titled in the name of the deceased
 (i.e., John Doe deceased for the benefit of Jane Doe). No additional
 contributions can be made to a Beneficiary IRA.


 Required Provisions. Contracts that are IRAs (or endorsements that are part of
 the contract) must contain certain provisions:
..   You, as owner of the contract, must be the "annuitant" under the contract
    (except in certain cases involving the division of property under a decree
    of divorce);
..   Your rights as owner are non-forfeitable;
..   You cannot sell, assign or pledge the contract;
..   The annual contribution you pay cannot be greater than the maximum amount
    allowed by law, including catch-up contributions if applicable (which does
    not include any rollover amounts);
..   The date on which required minimum distributions must begin cannot be later
    than April 1st of the calendar year after the calendar year you turn age
    70 1/2; and
..   Death and annuity payments must meet "required minimum distribution" rules
    described below.

 Usually, the full amount of any distribution from an IRA (including a
 distribution from this contract) which is not a rollover is taxable. As
 taxable income, these distributions are subject to the general tax withholding
 rules described earlier regarding a Nonqualified Annuity. In addition to this
 normal tax liability, you may also be liable for the following, depending on
 your actions:

..   A 10% early withdrawal penalty described below;
..   Liability for "prohibited transactions" if you, for example, borrow against
    the value of an IRA; or
..   Failure to take a required minimum distribution, also described below.


 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) $49,000 in 2009 ($46,000 in 2008) 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 2009, this limit is $245,000 ($230,000
    for 2008);
..   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 $16,500 in 2009 with the employer making
    these contributions to the SEP. However, no new "salary reduction" or
    "SARSEPs" can be established after 1996. Individuals participating in a
    SARSEP who are age 50 or above by the end of the year will be permitted to
    contribute an additional $5,500 in 2009. These amounts are indexed for
    inflation. These Annuities are not available for SARSEPs. You will also be
    provided the same information, and have the same "free look" period, as you
    would have if you purchased the contract for a standard IRA.

 ROTH IRAs. The "Roth IRA Disclosure Statement" contains information about
 eligibility, contribution limits, tax particulars and other Roth IRA
 information. Like standard IRAs, income within a Roth IRA accumulates
 tax-free, and contributions are subject to specific limits. Roth IRAs have,
 however, the following differences:
..   Contributions to a Roth IRA cannot be deducted from your gross income;
..   "Qualified distributions" from a Roth IRA are excludable from gross income.
    A "qualified distribution" is a distribution that satisfies two
    requirements: (1) the distribution must be made (a) after the owner of the
    IRA attains age 59 1/2; (b) after the owner's death; (c) due to the owner's
    disability; or (d) for a qualified first time homebuyer distribution within
    the meaning of Section 72(t)(2)(F) of the Code; and (2) the distribution
    must be made in the year that is at least five tax years after the first
    year for which a contribution was made to any Roth IRA established for the
    owner or five years after a rollover, transfer, or conversion was made from
    a traditional IRA to a Roth IRA. Distributions from a Roth IRA that are not
    qualified distributions will be treated as made first from contributions
    and then from earnings and earnings will be taxed generally in the same
    manner as distributions from a traditional IRA.
..   If eligible (including meeting income limitations and earnings
    requirements), you may make contributions to a Roth IRA after attaining age
    70 1/2, and distributions are not required to begin upon attaining such age
    or at any time thereafter.

 Subject to the minimum purchase payment requirements of an Annuity, if you
 meet certain income limitations you may purchase an Annuity for a Roth IRA in
 connection with a "rollover" of amounts of another traditional IRA, conduit
 IRA, SEP, SIMPLE-IRA or Roth IRA by making a single contribution consisting of
 your Roth IRA contributions and catch-up contributions, if applicable,
 attributable to the prior year and the current year during the period from
 January 1 to April 15 of the current year, or with a current contribution. The
 Code permits persons who meet certain income limitations (generally, adjusted
 gross income under $100,000) who are not married filing a separate return and
 who receive certain qualifying distributions from such non-Roth IRAs, to
 directly rollover or make, within 60 days, a "rollover" of all or any part of
 the amount of such distribution to a Roth IRA which they

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 establish. Beginning January 2008, an individual receiving an eligible
 rollover distribution from an employer sponsored retirement plan under
 sections 401(a) or 403(b) of the Code can directly roll over contributions to
 a Roth IRA, subject to the same income limits. This conversion triggers
 current taxation (but is not subject to a 10% early distribution penalty).
 Once an Annuity has been purchased, regular Roth IRA contributions will be
 accepted to the extent permitted by law. In addition, an individual receiving
 an eligible rollover distribution from a designated Roth account under an
 employer plan may roll over the distribution to a Roth IRA even if the
 individual is not eligible to make regular contributions to a Roth IRA. Until
 2010, participants with an adjusted gross income greater than $100,000 are not
 permitted to roll over funds from an employer plan , other than a Roth 401(k)
 or Roth 403(b) distribution, to a Roth IRA.

 Non-spouse beneficiaries receiving a distribution from an employer sponsored
 retirement plan under sections 401(a) or 403(b) of the Code can also directly
 roll over contributions to a Roth IRA, subject to the same income limits.
 However, it is our understanding of the Code that non-spouse beneficiaries
 cannot "rollover" benefits from a traditional IRA to a Roth IRA.

 TDAs. You may own a Tax Deferred Annuity (also known as a TDA, Tax Sheltered
 Annuity (TSA), 403(b) plan or 403(b) annuity) generally if you are an employee
 of a tax-exempt organization (as defined under Code Section 501(c)(3)) or a
 public educational organization, and you may make contributions to a TDA so
 long as your employer maintains such a plan and your rights to the annuity are
 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 $16,500 in 2009. Individuals
 participating in a TDA who are age 50 or above by the end of the year will be
 permitted to contribute an additional $5,500 in 2009. This amount is indexed
 for inflation. Further, you may roll over TDA amounts to another TDA or an
 IRA. You may also roll over TDA amounts to a qualified retirement plan, a SEP
 and a 457 government plan. A contract may generally only qualify as a TDA if
 distributions of salary deferrals (other than "grandfathered" amounts held as
 of December 31, 1988) may be made only on account of:
..   Your attainment of age 59 1/2;
..   Your severance of employment;
..   Your death;
..   Your total and permanent disability; or
..   Hardship (under limited circumstances, and only related to salary
    deferrals, not including earnings attributable to these amounts).

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

 Caution: Under recent IRS regulations we can accept contributions, transfers
 and rollovers only if we have entered into an information-sharing agreement,
 or its functional equivalent, with the applicable employer or its agent. In
 addition, in order to comply with the regulations, we will only process
 certain transactions (e.g, transfers, withdrawals, hardship distributions and,
 if applicable, loans) with employer approval. This means that if you request
 one of these transactions we will not consider your request to be in good
 order, and will not therefore process the transaction, until we receive the
 employer's approval in written or electronic form.

 Required Minimum Distributions and Payment Options If you hold the contract
 under an IRA (or other tax-favored plan), required minimum distribution rules
 must be satisfied. This means that generally payments must start by April 1 of
 the year after the year you reach age 70 1/2 and must be made for each year
 thereafter. For a TDA or a 401(a) plan for which the participant is not a
 greater than 5% owner of the employer, this required beginning date can
 generally be deferred to retirement, if later. Roth IRAs are not subject to
 these rules during the Owner's lifetime. The amount of the payment must at
 least equal the minimum required under the IRS rules. Several choices are
 available for calculating the minimum amount. More information on the
 mechanics of this calculation is available on request. Please contact us at a
 reasonable time before the IRS deadline so that a timely distribution is made.
 Please note that there is a 50% tax penalty on the amount of any required
 minimum distribution not made in a timely manner. Note that under the Worker,
 Retiree and Employer Recovery Act of 2008, Required Minimum Distributions are
 suspended for 2009 and are scheduled to resume in 2010.

 Required minimum distributions are calculated based on the sum of the Account
 Value and the actuarial value of any additional death benefits and benefits
 from optional riders that you have purchased under the contract. As a result,
 the required minimum distributions may be larger than if the calculation were
 based on the Account Value only, which may in turn result in an earlier (but
 not before the required beginning date) distribution of amounts under the
 Annuity and an increased amount of taxable income distributed to the Annuity
 owner, and a reduction of death benefits and the benefits of any optional
 riders.

 You can use the Minimum Distribution option to satisfy the required minimum
 distribution rules for an Annuity without either beginning annuity payments or
 surrendering the Annuity. We will distribute to you the required minimum
 distribution amount, less any other partial withdrawals that you made during
 the year. Such amount will be based on the value of the contract as of

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 December 31 of the prior year, but is determined without regard to other
 contracts you may own. If you have previously elected the Minimum Distribution
 Option to satisfy your required minimum distributions, we will continue to
 make such distributions to you in 2009 based on this methodology, unless you
 tell us not to make a 2009 distribution.

 Although the IRS rules determine the required amount to be distributed from
 your IRA each year, certain payment alternatives are still available to you.
 If you own more than one IRA, you can choose to satisfy your minimum
 distribution requirement for each of your IRAs by withdrawing that amount from
 any of your IRAs. If you inherit more than one IRA or more than one Roth IRA
 from the same owner, similar rules apply.

 Required Distributions Upon Your Death for Qualified Annuity Contracts
 Upon your death under an IRA, Roth IRA, 403(b) or other employer sponsored
 plan, the designated beneficiary may generally elect to continue the contract
 and receive required minimum distributions under the contract instead of
 receiving the death benefit in a single payment. The available payment options
 will depend on whether you die before the date required minimum distributions
 under the Code were to begin, whether you have named a designated beneficiary
 and whether that beneficiary is your surviving spouse.

..   If you die after a designated beneficiary has been named, the death benefit
    must be distributed by December 31/st/ of the year including the five year
    anniversary of the date of death, or as periodic payments not extending
    beyond the life or life expectancy of the designated beneficiary (as long
    as payments begin by December 31/st/ of the year following the year of
    death). However, if your surviving spouse is the beneficiary, the death
    benefit can be paid out over the life or life expectancy of your spouse
    with such payments beginning no later than December 31/st/ of the year
    following the year of death or December 31/st/ of the year in which you
    would have reached age 70 1/2, which ever is later. Additionally, if the
    contract is payable to (or for the benefit of) your surviving spouse, that
    portion of the contract may be continued with your spouse as the owner.
    Note that the Worker, Retiree and Employer Recovery Act of 2008 suspended
    Required Minimum Distributions for 2009. This means that if your
    beneficiary receives payment as periodic payments, no payment is required
    in 2009. If your beneficiary elects to receive full distribution by
    December 31 of the year including the five year anniversary of the date of
    death, 2009 shall not be included in the five year requirement period. This
    effectively extends this period to December 31/st/ of the six year
    anniversary of the date of death.
..   If you die before a designated beneficiary is named and before the date
    required minimum distributions must begin under the Code, the death benefit
    must be paid out by December 31/st/ of the year including the five year
    anniversary of the date of death. For contracts where multiple
    beneficiaries have been named and at least one of the beneficiaries does
    not qualify as a designated beneficiary and the account has not been
    divided into separate accounts by December 31/st/ of the year following the
    year of death, such contract is deemed to have no designated beneficiary. A
    designated beneficiary may elect to apply the rules for no designated
    beneficiary if those would provide a smaller payment requirement. For this
    distribution requirement also, 2009 shall not be included in the five year
    requirement period.
..   If you die before a designated beneficiary is named and after the date
    required minimum distributions must begin under the Code, the death benefit
    must be paid out at least as rapidly as under the method then in effect.
    For contracts where multiple beneficiaries have been named and at least one
    of the beneficiaries does not qualify as a designated beneficiary and the
    account has not been divided into separate accounts by December 31st of the
    year following the year of death, such contract is deemed to have no
    designated beneficiary. A designated beneficiary may elect to apply the
    rules for no designated beneficiary if those would provide a smaller
    payment requirement. For this distribution requirement also, 2009 shall not
    be included in the five year requirement period.

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

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

 For a Roth IRA, if death occurs before the entire interest is distributed, the
 death benefit must be distributed under the same rules applied to IRAs where
 death occurs before the date required minimum distributions must begin under
 the Code.

 Tax Penalty for Early Withdrawals from Qualified Annuity Contracts
 You may owe a 10% tax penalty on the taxable part of distributions received
 from an IRA, SEP, Roth IRA, TDA or qualified retirement plan before you attain
 age 59 1/2. Amounts are not subject to this tax penalty if:
..   the amount is paid on or after you reach age 59 1/2 or die;
..   the amount received is attributable to your becoming disabled; or
..   generally the amount paid or received is in the form of substantially equal
    payments not less frequently than annually. (Please note that substantially
    equal payments must continue until the later of reaching age 59 1/2 or 5
    years. Modification of payments during that time period will result in
    retroactive application of the 10% tax penalty.)

 Other exceptions to this tax may apply. You should consult your tax advisor
 for further details.

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 Withholding
 We will withhold federal income tax at the rate of 20% for any eligible
 rollover distribution paid by us to or for a plan participant, unless such
 distribution is "directly" rolled over into another qualified plan, IRA
 (including the IRA variations described above), SEP, 457 government plan or
 TDA. An eligible rollover distribution is defined under the tax law as a
 distribution from an employer plan under 401(a), a TDA or a 457 governmental
 plan, excluding any distribution that is part of a series of substantially
 equal payments (at least annually) made over the life expectancy of the
 employee or the joint life expectancies of the employee and his designated
 beneficiary, any distribution made for a specified period of 10 years or more,
 any distribution that is a required minimum distribution and any hardship
 distribution. Regulations also specify certain other items which are not
 considered eligible rollover distributions. For all other distributions,
 unless you elect otherwise, we will withhold federal income tax from the
 taxable portion of such distribution at an appropriate percentage. The rate of
 withholding on annuity payments where no mandatory withholding is required is
 determined on the basis of the withholding certificate that you file with us.
 If you do not file a certificate, we will automatically withhold federal taxes
 on the following basis: . For any annuity payments not subject to mandatory
 withholding, you will have taxes withheld by us as if you are a married
 individual, with 3 exemptions. If no U.S. taxpayer identification number is
 provided, we will automatically withhold using single with zero exemptions as
 the default; and . For all other distributions, we will withhold at a 10% rate.

 We will provide you with forms and instructions concerning the right to elect
 that no amount be withheld from payments in the ordinary course. However, you
 should know that, in any event, you are liable for payment of federal income
 taxes on the taxable portion of the distributions, and you should consult with
 your tax advisor to find out more information on your potential liability if
 you fail to pay such taxes. There may be additional state income tax
 withholding requirements.

 ERISA Requirements
 ERISA (the "Employee Retirement Income Security Act of 1974") and the Code
 prevent a fiduciary and other "parties in interest" with respect to a plan
 (and, for these purposes, an IRA would also constitute a "plan") from
 receiving any benefit from any party dealing with the plan, as a result of the
 sale of the contract. Administrative exemptions under ERISA generally permit
 the sale of insurance/annuity products to plans, provided that certain
 information is disclosed to the person purchasing the contract. This
 information has to do primarily with the fees, charges, discounts and other
 costs related to the contract, as well as any commissions paid to any agent
 selling the contract. Information about any applicable fees, charges,
 discounts, penalties or adjustments may be found in the applicable sections of
 this Prospectus. Information about sales representatives and commissions may
 be found in the sections of this Prospectus addressing distribution of the
 Annuities.

 Other relevant information required by the exemptions is contained in the
 contract and accompanying documentation.

 Please consult with your tax advisor if you have any questions about ERISA and
 these disclosure requirements.

 Spousal Consent Rules for Retirement Plans - Qualified Contracts
 If you are married at the time your payments commence, you may be required by
 federal law to choose an income option that provides survivor annuity income
 to your spouse, unless your spouse waives that right. Similarly, if you are
 married at the time of your death, federal law may require all or a portion of
 the Death Benefit to be paid to your spouse, even if you designated someone
 else as your beneficiary. A brief explanation of the applicable rules follows.
 For more information, consult the terms of your retirement arrangement.

 Defined Benefit Plans and Money Purchase Pension Plans.
 If you are married at the time your payments commence, federal law requires
 that benefits be paid to you in the form of a "qualified joint and survivor
 annuity" (QJSA), unless you and your spouse waive that right, in writing.
 Generally, this means that you will receive a reduced payment during your life
 and, upon your death, your spouse will receive at least one-half of what you
 were receiving for life. You may elect to receive another income option if
 your spouse consents to the election and waives his or her right to receive
 the QJSA. If your spouse consents to the alternative form of payment, your
 spouse may not receive any benefits from the plan upon your death. Federal law
 also requires that the plan pay a Death Benefit to your spouse if you are
 married and die before you begin receiving your benefit. This benefit must be
 available in the form of an annuity for your spouse's lifetime and is called a
 "qualified pre-retirement survivor annuity" (QPSA). If the plan pays Death
 Benefits to other beneficiaries, you may elect to have a beneficiary other
 than your spouse receive the Death Benefit, but only if your spouse consents
 to the election and waives his or her right to receive the QPSA. If your
 spouse consents to the alternate beneficiary, your spouse will receive no
 benefits from the plan upon your death. Any QPSA waiver prior to your
 attaining age 35 will become null and void on the first day of the calendar
 year in which you attain age 35, if still employed.

 Defined Contribution Plans (including 401(k) Plans and ERISA 403(b) Annuities).
 Spousal consent to a distribution is generally not required. Upon your death,
 your spouse will receive the entire Death Benefit, even if you designated
 someone else as your beneficiary, unless your spouse consents in writing to
 waive this right. Also, if you are married and elect an annuity as a periodic
 income option, federal law requires that you receive a QJSA (as described
 above), unless you and your spouse consent to waive this right.

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 IRAs, non-ERISA 403(b) Annuities, and 457 Plans.
 Spousal consent to a distribution usually is not required. Upon your death,
 any Death Benefit will be paid to your designated beneficiary.

 Additional Information
 For additional information about federal tax law requirements applicable to
 IRAs and Roth IRAs, see the IRA Disclosure Statement or Roth IRA Disclosure
 Statement, as applicable.

 Generation-skipping Transfers
 If you transfer your contract to a person two or more generations younger than
 you (such as a grandchild or grandniece) or to a person that is more than
 37 1/2 years younger than you, there may be generation-skipping transfer tax
 consequences.

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                              GENERAL INFORMATION

 HOW WILL I RECEIVE STATEMENTS AND REPORTS?

 We send any statements and reports required by applicable law or regulation to
 you at your last known address of record. You should therefore give us prompt
 notice of any address change. We reserve the right, to the extent permitted by
 law and subject to your prior consent, to provide any prospectus, prospectus
 supplements, confirmations, statements and reports required by applicable law
 or regulation to you through our Internet Website at
 www.prudentialannuities.com or any other electronic means, including diskettes
 or CD ROMs. We send a confirmation statement to you each time a transaction is
 made affecting Account Value, such as making additional purchase payments,
 transfers, exchanges or withdrawals. We may also send quarterly statements
 detailing the activity affecting your Annuity during the calendar quarter. We
 may confirm regularly scheduled transactions, including, but not limited to,
 the Annual Maintenance Fee, Systematic Withdrawals (including 72(t) payments
 and required minimum distributions), electronic funds transfer, Dollar Cost
 Averaging, and static rebalancing, in quarterly statements instead of
 confirming them immediately. You should review the information in these
 statements carefully. You may request additional reports. We reserve the right
 to charge up to $50 for each such additional report. We also send an annual
 report and a semi-annual report containing applicable financial statements for
 the Portfolios to Owners or, with your prior consent, make such documents
 available electronically through our Internet Website or other electronic
 means.


 WHO IS PRUDENTIAL ANNUITIES?

 Prudential Annuities Life Assurance Corporation, a Prudential Financial
 Company, ("Prudential Annuities") is a stock life insurance company
 incorporated under the laws of Connecticut on July 26, 1988 and is domiciled
 in Connecticut with licenses in all 50 states, the District of Columbia and
 Puerto Rico. Prudential Annuities is a wholly-owned subsidiary of Prudential
 Annuities, Inc., whose ultimate parent is Prudential Financial, Inc.
 Prudential Annuities markets through and in conjunction with registered
 broker-dealers.


 Prudential Annuities offers a wide array of annuities, including (1) deferred
 variable annuities that are registered with the SEC, including fixed interest
 rate annuities that are offered as a companion to certain of our variable
 annuities and are registered because of their market value adjustment feature
 and (2) fixed annuities that are not registered with the SEC. In addition,
 Prudential Annuities has in force a relatively small block of variable life
 insurance policies and immediate variable annuities, but it no longer actively
 sells such policies.

 No company other than Prudential Annuities has any legal responsibility to pay
 amounts that it owes under its annuity and variable life insurance contracts.
 However, Prudential Financial exercises significant influence over the
 operations and capital structure of Prudential Annuities.


 Prudential Annuities conducts the bulk of its operations through staff
 employed by it or by affiliated companies within the Prudential Financial
 family. Certain discrete functions have been delegated to non-affiliates that
 could be deemed "service providers" under the Investment Company Act of 1940.
 The entities engaged by Prudential Annuities may change over time. As of
 December 31, 2008, non-affiliated entities that could be deemed service
 providers to Prudential Annuities and/or another insurer within the Prudential
 Annuities business unit consisted of the following: Alliance-One Services Inc.
 (administration of variable life policies) located at 55 Hartland Street East
 Hartford CT 06108, Ascensus (qualified plan administrator) located at 200
 Dryden Road, Dresher, PA 19025, Blue Frog Solutions, Inc. (order entry systems
 provider) located at 555 SW 12/th/ Ave, Suite 202 Pompano Beach, FL 33069,
 Broadridge Investor Communication Solutions, Inc. (proxy tabulation services),
 51 Mercedes Way, Edgewood, NY 11717, EBIX Inc. (order-entry system) located at
 5 Concourse Parkway Suite 3200 Atlanta, GA 30328, Diversified Information
 Technologies Inc. (records management) located at 123 Wyoming Ave Scranton, PA
 18503, Fosdick Fulfillment Corp. (fulfillment of prospectuses and marketing
 materials) located at 26 Barnes Industrial Park Road North Wallingford, CT
 06492, Insurance Technologies (annuity illustrations) located at 38120 Amrhein
 Ave., Livonia, MI 48150, Lason Systems Inc. (contract printing and mailing)
 located at 1305 Stephenson Highway Troy, MI 48083, Morningstar Associates LLC
 (asset allocation recommendations) located at 225 West Wacker Drive Chicago,
 IL 60606, Pershing LLC (order-entry systems provider) located at One Pershing
 Plaza Jersey City, NJ 07399, Personix (printing and fulfillment of
 confirmations and client statements) located at 13100 North Promenade
 Boulevard Stafford, TX 77477, RR Donnelley Receivables Inc. (printing annual
 reports and prospectuses) located at 111 South Wacker Drive Chicago, IL
 60606-4301, Stanton Group (qualified plan administrator) located at Two Pine
 Tree Drive Suite 400 Arden Hills, MN 55112 Attention: Alerus Retirement
 Solutions, State Street (accumulation unit value calculations) located at
 State Street Financial Center One Lincoln Street Boston, Massachusetts 02111,
 The Harty Press, Inc. (printing and fulfillment of marketing materials)
 located at 25 James Street New Haven, CT 06513, VG Reed & Sons Inc. (printing
 and fulfillment of annual reports) located at 1002 South 12/th/ Street
 Louisville, KY 40210, William B. Meyer (printing and fulfillment of
 prospectuses and marketing materials) located at 255 Long Beach Boulevard
 Stratford, CT 06615.


 WHAT ARE SEPARATE ACCOUNTS?
 The separate accounts are where Prudential Annuities sets aside and invests
 the assets of some of our annuities. These separate accounts were established
 under the laws of the State of Connecticut. The assets of each separate
 account are held in the name of

                                      175



 Prudential Annuities, and legally belong to us. These assets are kept separate
 from all our other assets, and may not be charged with liabilities arising out
 of any other business we may conduct. Thus, income, gains and losses from
 assets allocated to a separate account are credited to or charged against each
 such separate account, without regard to other income, gains, or losses of
 Prudential Annuities or of any other of our separate accounts. More detailed
 information about Prudential Annuities, including its audited consolidated
 financial statements, is provided in the Statement of Additional Information.

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

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

 Separate Account B consists of multiple Sub-accounts. Each Sub-account invests
 only in a single mutual fund or mutual fund portfolio. The name of each
 Sub-account generally corresponds to the name of the underlying Portfolio.
 Each Sub-account in Separate Account B may have several different Unit Prices
 to reflect the Insurance Charge, Distribution Charge (when applicable) and the
 charges for any optional benefits that are offered under the Annuities issued
 by us through Separate Account B. Separate Account B is registered with the
 SEC under the Investment Company Act of 1940 ("Investment Company Act") as a
 unit investment trust, which is a type of investment company. The SEC does not
 supervise investment policies, management or practices of Separate Account B.
 We may offer new Sub-accounts, eliminate Sub-accounts, or combine Sub-accounts
 at our sole discretion. We may also close Sub-accounts to additional purchase
 payments on existing Annuities or close Sub-accounts for Annuities purchased
 on or after specified dates. We will first notify you and receive any
 necessary SEC and/or state approval before making such a change. If an
 underlying mutual fund is liquidated, we will ask you to reallocate any amount
 in the liquidated fund. If you do not reallocate these amounts, we will
 reallocate such amounts only in accordance with SEC pronouncements and only
 after obtaining an order from the SEC, if required. If we make a fund
 substitution or change, we may change the Annuity contract to reflect the
 substitution or change. We do not control the underlying mutual funds, so we
 cannot guarantee that any of those funds will always be available.

 If you are enrolled in a Dollar Cost Averaging, Asset Rebalancing, or
 comparable programs while an underlying fund merger, substitution or
 liquidation takes place, unless otherwise noted in any communication from us,
 your Account Value invested in such underlying fund will be transferred
 automatically to the designated surviving fund in the case of mergers, the
 replacement fund in the case of substitutions, and an available Money Market
 Fund in the case of fund liquidations. Your enrollment instructions will be
 automatically updated to reflect the surviving fund, the replacement fund or a
 Money Market Fund for any continued and future investments.

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

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

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

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

                                      176



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

 WHAT IS THE LEGAL STRUCTURE OF THE UNDERLYING FUNDS?
 Each underlying mutual fund is registered as an open-end management investment
 company under the Investment Company Act. Shares of the underlying mutual fund
 portfolios are sold to separate accounts of life insurance companies offering
 variable annuity and variable life insurance products. The shares may also be
 sold directly to qualified pension and retirement plans.

 Voting Rights
 We are the legal owner of the shares of the underlying mutual funds in which
 the Sub-accounts invest. However, under SEC rules, you have voting rights in
 relation to Account Value maintained in the Sub-accounts. If an underlying
 mutual fund portfolio requests a vote of shareholders, we will vote our shares
 based on instructions received from Owners with Account Value allocated to
 that Sub-account. Owners have the right to vote an amount equal to the number
 of shares attributable to their contracts. If we do not receive voting
 instructions in relation to certain shares, we will vote those shares in the
 same manner and proportion as the shares for which we have received
 instructions. This voting procedure is sometimes referred to as "mirror
 voting" because, as indicated in the immediately preceding sentence, we mirror
 the votes that are actually cast, rather than decide on our own how to vote.
 In addition, because all the shares of a given mutual fund held within our
 separate account are legally owned by us, we intend to vote all of such shares
 when that underlying fund seeks a vote of its shareholders. As such, all such
 shares will be counted towards whether there is a quorum at the underlying
 fund's shareholder meeting and towards the ultimate outcome of the vote. Thus,
 under "mirror voting," it is possible that the votes of a small percentage of
 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. Such series
 of funds may have a similar order from the SEC. You also should review the
 prospectuses for the other underlying funds in which various Sub-accounts
 invest as to whether they have obtained similar orders from the SEC.


 Material Conflicts

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

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

 Prudential Annuities and/or our affiliates receive substantial and varying
 administrative service payments, Rule 12b-1 fees, and "revenue sharing"
 payments from certain underlying Portfolios or related parties. Rule 12b-1
 fees compensate our affiliated principal underwriter for distribution,
 marketing, and/or servicing functions. Administrative services payments
 compensate us for providing administrative services with respect to Annuity
 Owners invested indirectly in the Portfolio, which include duties such as
 recordkeeping, shareholder services, and the mailing of periodic reports. We
 receive administrative services fees with respect to


                                      177




 both affiliated underlying Portfolios and unaffiliated underlying Portfolios.
 The administrative services fees we receive from affiliates originate from the
 assets of the affiliated Portfolio itself and/or the assets of the Portfolio's
 investment adviser. In recognition of the administrative services provided by
 the relevant affiliated insurance companies, the investment advisers to
 certain affiliated Portfolios also make "revenue sharing" payments to such
 affiliated insurance companies. In any case, the existence of these fees tends
 to increase the overall cost of investing in the Portfolio. In addition,
 because these fees are paid to us, allocations you make to these affiliated
 underlying Portfolios benefit us financially. In addition to the payments that
 we receive from underlying funds and/or their affiliates, those same funds
 and/or their affiliates may make payments to us and/or other insurers within
 the Prudential Financial group related to the offering of investment options
 within variable annuities or life insurance offered by different Prudential
 business units.

 We collect these payments and fees under agreements between us and a
 Portfolio's principal underwriter, transfer agent, investment adviser and/or
 other entities related to the Portfolio.

 The 12b-1 fees and administrative services fees that we receive may vary among
 the different fund complexes that are part of our investment platform. Thus,
 the fees we collect may be greater or smaller, based on the Portfolios that
 you select. In addition, we may consider these payments and fees, among a
 number of factors, when deciding to add or keep a Portfolio on the "menu" of
 Portfolios that we offer through the Annuity.

 Please see the table entitled "Underlying Mutual Fund Portfolio Annual
 Expenses" for a listing of the Portfolios that pay a 12b-1 fee. With respect
 to administrative services fees, the maximum fee that we receive is equal to
 0.75% of the average assets allocated to the Portfolio(s) under the Annuity.
 We expect to make a profit on these fees.


 In addition, an investment 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 2008, with regard to amounts that were paid under the kinds of
 arrangements described immediately above, the amounts ranged from
 approximately $750 to approximately $1,138,481. These amounts may have been
 paid to one or more Prudential-affiliated insurers issuing individual variable
 annuities.


 WHO DISTRIBUTES ANNUITIES OFFERED BY PRUDENTIAL ANNUITIES?

 Prudential Annuities Distributors, Inc. (PAD), a wholly-owned subsidiary of
 Prudential Annuities, Inc., is the distributor and principal underwriter of
 the Annuities offered through this prospectus. PAD acts as the distributor of
 a number of annuity and life insurance products. PAD's principal business
 address is One Corporate Drive, Shelton, Connecticut 06484. PAD is registered
 as a broker-dealer under the Securities Exchange Act of 1934 (Exchange Act),
 and is a member of the Financial Industry Regulatory Authority (FINRA).

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

 Prudential Annuities sells its annuity products through multiple distribution
 channels, including (1) independent broker-dealer firms and financial
 planners; (2) broker-dealers that are members of the New York Stock Exchange,
 including "wirehouse" and regional broker-dealer firms; and (3) broker-dealers
 affiliated with banks or that specialize in marketing to customers of banks.
 Although we are active in each of those distribution channels, the majority of
 our sales have come from the independent broker-dealer firms and financial
 planners. On June 1, 2006, The Prudential Insurance Company of America, an
 affiliate of Prudential Annuities, acquired the variable annuity business of
 The Allstate Corporation ("Allstate"), which included exclusive access to the
 Allstate affiliated broker-dealer until May 31, 2009. We began selling
 variable annuities through the Allstate affiliated broker-dealer registered
 representatives in the third quarter of 2006.

 Commissions are paid to firms on sales of the Annuities according to one or
 more schedules. The registered 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


                                      178



 providing ongoing service to you in relation to your Annuity. Commissions and
 other compensation paid in relation to your Annuity do not result in any
 additional charge to you or to the Separate Account.


 In addition, in an effort to promote the sale of our products (which may
 include the placement of Prudential Annuities and/or the Annuities on a
 preferred or recommended company or product list and/or access to the firm's
 registered representatives), we or PAD may enter into compensation
 arrangements with certain broker-dealer firms with respect to certain or all
 registered representatives of such firms under which such firms may receive
 separate compensation or reimbursement for, among other things, training of
 sales personnel and/or marketing and/or administrative services and/or other
 services they provide. These services may include, but are not limited to:
 educating customers of the firm on the Annuity's features; conducting due
 diligence and analysis, providing office access, operations and systems
 support; holding seminars intended to educate the firm's registered
 representatives and make them more knowledgeable about the Annuities;
 providing a dedicated marketing coordinator; providing priority sales desk
 support; and providing expedited marketing compliance approval. To the extent
 permitted by FINRA rules and other applicable laws and regulations, PAD may
 pay or allow other promotional incentives or payments in the form of cash or
 non-cash compensation. These arrangements may not be offered to all firms and
 the terms of such arrangements may differ between firms. In addition, we or
 our affiliates may provide such compensation, payments and/or incentives to
 firms arising out of the marketing, sale and/or servicing of variable
 annuities or life insurance offered by different Prudential business units.


 A list of the firms to whom Prudential Annuities pays an amount under these
 arrangements is provided below. You should note that firms and individual
 registered representatives and branch managers within some firms participating
 in one of these compensation arrangements might receive greater compensation
 for selling the Annuities than for selling a different annuity that is not
 eligible for these compensation arrangements. While compensation is generally
 taken into account as an expense in considering the charges applicable to an
 annuity product, any such compensation will be paid by us or PAD and will not
 result in any additional charge to you. Overall compensation paid to the
 distributing firm does not exceed, based on actuarial assumptions, 8.5% of the
 total purchase payments made. Your registered representative can provide you
 with more information about the compensation arrangements that apply upon the
 sale of the Annuity. Further information about the firms that are part of
 these compensation arrangements appears in the Statement of Additional
 Information, which is available without charge upon request.

 We or PAD also may compensate third-party vendors, for services that such
 vendors render to broker-dealer firms. To the extent permitted by the FINRA
 rules and other applicable laws and regulations, PAD may pay or allow other
 promotional incentives or payments in the forms of cash or non-cash
 compensation. These arrangements may not be offered to all firms and the terms
 of such arrangements may differ between firms.

 The list below identifies three general types of payments that PAD pays which
 are broadly defined as follows:


   .   Percentage Payments based upon "Assets under Management" or "AUM": This
       type of payment is a percentage payment that is based upon assets,
       subject to certain criteria, in certain Prudential Annuities products.

   .   Percentage Payments based upon sales: This type of payment is a
       percentage payment that is based upon the total amount of money received
       as purchase payments under Prudential Annuities annuity products sold
       through the firm.

   .   Fixed Payments: These types of payments are made directly to or in
       sponsorship of the firm (or its affiliated broker-dealers). Examples of
       arrangements under which such payments may be made currently include,
       but are not limited to: sponsorships, conferences (national, regional
       and top producer), speaker fees, promotional items and reimbursements to
       firms for marketing activities or services paid by the firms and/or
       their registered representatives. The amount of these payments varies
       widely because some payments may encompass only a single event, such as
       a conference, and others have a much broader scope. In addition, we may
       make payments periodically during the relationship for systems,
       operational and other support.

 The list below includes the names of the firms (or their affiliated
 broker/dealers) that we are aware (as of December 31, 2008) received payment
 with respect to annuity business during 2008 (or as to which a payment amount
 was accrued during 2008). The firms listed below include those receiving
 payments in connection with marketing of products issued by Prudential
 Annuities Life Assurance Corporation. Your registered representative can
 provide you with more information about the compensation arrangements that
 apply upon the sale of the contract. During 2008, the least amount paid, and
 greatest amount paid, were $3,106 and $7,256,316 respectively.


 Name of Firm:





                                                                            
 1717 Capital Management Co.              American Financial Associates            BancorpSouth Investment Services, Inc.
 1st Global Capital Corp.                 American General Securities              BCG Securities, Inc.
 A. G. Edwards & Sons, Inc.               American Independent Securities          Beneficial Investment Services Inc
 Advantage Capital                        Group, LLC                               Berthel Fisher & Company
 Advisory Group Equity Services Agency    American Portfolios Financial Services   BFT Financial Group, LLC
 AIG Retirement Advisors                  Ameriprise Advisor Services, Inc.        Brecek & Young Advisors, Inc.
 AIG Financial Advisors, Inc.             Ameritas Investment Corp.                Broker Dealer Financial Services
 Allegheny Investments Ltd.               Associated Securities Corp.              BrokersXpress LLC
 Allmax Financial Solutions, LLC          AXA Advisors, LLC                        Brookstone Securities, Inc.
 Allstate Financial Services, LLC         Bancnorth Investment Group, Inc.         Cadaret, Grant & Co., Inc.



                                      179





                                                                          
 Calton & Associates, Inc.              ING Financial Partners, Inc.             ProEquities, Inc.
 Cambridge Investment Research          Institutional Securities Corp.           Professional Asset Management
 Cambridge Legacy Securities, LLC       Intercarolina Financial Services         QA3 Financial Corp.
 Cantella & Co., Inc.                   InterSecurities, Inc.                    Questar Capital Corporation
 Capital Analysts                       Intervest International Equities Corp.   R. Seelaus & Company Inc
 Capital Financial Services, Inc.       Invest Financial Corporation             Raymond James & Associates, Inc.
 Capital Investment Group, Inc.         Investacorp                              Raymond James Financial Services
 Capital One Investments, LLC           Investment Centers of America            RBC Dain Rauscher, Inc.
 Centaurus Financial, Inc.              Investment Professionals                 Regency Securities, Inc.
 CFD Investments, Inc.                  Investors Capital Corporation            Resource Horizons Group
 Citigroup Global Markets, Inc.         J.J.B. Hilliard Lyons, Inc.              Robert W. Baird & Co., Inc.
 City Securities Corp.                  J.P. Turner & Company, LLC               Royal Alliance Associates, Inc.
 Commonwealth Financial Network         J.W. Cole Financial, Inc.                Sage Rutty & Co., Inc.
 Community Bankers Securities           Janney Montgomery Scott, LLC.            Sammons Securities Co., LLC
 Comprehensive Asset Management         KCD Financial, Inc.                      Scottsdale Capital Advisors
 Crown Capital Securities, LP           Key Investment Services LLC              Securian Financial Services, Inc.
 CUE                                    KMS Financial Services, Inc.             Securities America, Inc.
 CUNA Brokerage Services, Inc.          LaSalle St. Securities, LLC              Securities Service Network, Inc.
 CUSO Financial Services, LP            Legend Equities Corporation              Sigma Financial Corporation
 Dalton Strategic Inv. Svcs. Inc        Legg Mason Wood Walker, Inc.             Signator Investors, Inc.
 David A. Noyes & Company               Lincoln Financial Advisors               SII Investments, Inc.
 Eagle One Investments, LLC             Lincoln Financial Securities             SMH Capital, Inc.
 EDI Financial                          Corporation                              Source Capital Group, Inc.
 Ensemble Financial Services Inc        Lincoln Investment Planning              Southwest Securities, Inc.
 ePLANNING Securities, Inc.             Lombard Securities, Inc.                 Stifel Nicolaus & Co., Inc.
 Equity Services, Inc.                  LPL Financial Corporation                Summit Brokerage Services, Inc.
 Essex National Securities, Inc.        M Holdings Securities, Inc               Summit Equities, Inc.
 Ferris Baker Watts, Inc.               McClurg Capital Corporation              Sunset Financial Services, Inc.
 FFP Securities, Inc.                   McGinn, Smith & Co., INC.                Synergy Investment Group, LLC
 Financial Network Investment Corp.     Medallion Investment Services            TFS Securities, Inc.
 Financial Planning Consultants         Merrill Lynch                            The Investment Center, Inc.
 Financial West Group                   Metropolitan Life Insurance Co.          The Leaders Group, Inc.
 Fintegra, LLC                          Michigan Securities, Inc.                Tower Square Securities, Inc.
 First Allied Securities, Inc.          MML Investors Services, Inc.             Traderight Securities
 First Brokerage America, LLC           Money Concepts Capital Corp.             Transamerica Financial Advisors
 First Montauk Securities Corp.         Moors & Cabot, Inc.                      Triad Advisors, Inc.
 First Wall Street Corp.                Morgan Keegan & Company                  Trinity Wealth Securities, LLC
 First Western Advisors                 Morgan Stanley & Co Incorporated         Trustmont Financial Group, Inc.
 Fortune Financial Services, Inc.       Multi-Financial Securities Corp.         UBS Financial Services, Inc.
 Founders Financial Securities LLC      Mutual Service Corporation               United Planners Financial Services of
 FSC Securities Corp.                   National Financial LLD                   America
 FSICGarden State Securities, Inc.      National Planning Corporation            USA Financial Securities Corp.
 Gary Goldberg & Co., Inc.              National Retirement Partners             UVEST Financial Services Group, Inc.
 Geneos Wealth Management, Inc.         National Securities Corp.                Vanderbilt Securities
 Genworth Financial Securities Corp.    Next Financial Group, Inc.               Wachovia Securities Financial
 Girard Securities, Inc.                NFP Securities, Inc.                     Network, LLC
 Great American Advisors, Inc.          North Ridge Securities Corp.             Wachovia Securities, Inc. (PCG)/PSI
 GunnAllen Financial, Inc.              NYLIFE Securities, Inc.                  Wachovia Securities,LLC(BA)
 GWN Securities, Inc.                   OneAmerica Securities, Inc.              Wall Street Financial Group
 H. Beck, Inc.                          Oppenheimer & Co., Inc. (Fahnestock)     Walnut Street Securities, Inc.
 H.D. Vest Investment                   Pacific West Securities, Inc.            Waterford Investor Services, Inc.
 Hantz Financial Services, Inc.         Packerland Brokerage Services, Inc.      Waterstone Financial Group, Inc.
 Harbour Investments, Inc.              Park Avenue Securities, LLC              Wayne Hummer Investments LLC
 HBW Securities LLC                     Penn Plaza Brokerage, Ltd.               Webster Investment Services, Inc.
 Hornor, Townsend & Kent, Inc.          Penrod & Company                         Wells Fargo Investments, LLC
 Howe Barnes Hoefer & Arnett Inc        PNC Investments, LLC                     Wescom Financial Services LLC
 IFMG Securities, Inc.                  Presidential Brokerage, Inc.             Woodbury Financial Services, Inc.
 IMS Securities                         Prime Capital Services, Inc.             World Equity Group, Inc.
 Independent Financial Grp, LLC         PrimeVest Financial Services, Inc.       World Group Securities, Inc.
 Infinex Investments, Inc.              Princor Financial Services Corp.         WRP Investments, Inc.
-                                      -



                                      180




 On July 1, 2003, Prudential Financial combined its retail securities brokerage
 and clearing operations with those of Wachovia Corporation ("Wachovia") and
 formed Wachovia Securities Financial Holdings, LLC ("Wachovia Securities"), a
 joint venture headquartered in Richmond, Virginia. Wachovia is the majority
 owner and Prudential Financial, indirectly through subsidiaries, is a minority
 owner of Wachovia Securities. Prudential Financial has announced its intention
 to divest its interest in Wachovia Securities.

 Wachovia and Wachovia Securities are key distribution partners for certain
 products of Prudential Financial affiliates, including mutual funds and
 individual annuities that are distributed through their financial advisors,
 bank channel and independent channel. In addition, Prudential Financial is a
 service provider to the managed account platform and certain wrap-fee benefits
 offered by Wachovia Securities.

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


 FINANCIAL STATEMENTS

 The financial statements of the Separate Account and Prudential Annuities Life
 Assurance Corporation are included in the Statement of Additional Information.


 HOW TO CONTACT US
 You can contact us by:

..   calling our Customer Service Team at 1-888-PRU-2888 during our normal
    business hours, Monday through Friday, or our telephone automated response
    system at 1-800-766-4530.

..   writing to us via regular mail at Prudential Annuities, P.O. Box 7960,
    Philadelphia, PA 19176 OR for express mail Prudential Annuities, 2101 Welsh
    Road, Dresher, PA 19025. NOTE: Failure to send mail to the proper address
    may result in a delay in our receiving and processing your request.
..   accessing information about your Annuity through our Internet Website at
    www.prudentialannuities.com.

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

 Transactions requested via telephone are recorded. To the extent permitted by
 law, we will not be responsible for any claims, loss, liability or expense in
 connection with a transaction requested by telephone or other electronic means
 if we acted on such transaction instructions after following reasonable
 procedures to identify those persons authorized to perform transactions on
 your Annuity using verification methods which may include a request for your
 Social Security number, PIN or other form of electronic identification. We may
 be liable for losses due to unauthorized or fraudulent instructions if we did
 not follow such procedures.

 Prudential Annuities does not guarantee access to telephonic, facsimile,
 Internet or any other electronic information or that we will be able to accept
 transaction instructions via such means at all times. Regular and/or express
 mail will be the only means by which we will accept transaction instructions
 when telephonic, facsimile, Internet or any other electronic means are
 unavailable or

                                      181



 delayed. Prudential Annuities reserves the right to limit, restrict or
 terminate telephonic, facsimile, Internet or any other electronic transaction
 privileges at any time.

 INDEMNIFICATION
 Insofar as indemnification for liabilities arising under the Securities Act of
 1933 (the "Securities Act") may be permitted to directors, officers or persons
 controlling the registrant pursuant to the foregoing provisions, the
 registrant has been informed that in the opinion of the SEC such
 indemnification is against public policy as expressed in the Securities Act
 and is therefore unenforceable.

 LEGAL PROCEEDINGS

 We are subject to legal and regulatory actions in the ordinary course of our
 businesses, including class action lawsuits. Our pending legal and regulatory
 actions include proceedings specific to us and proceedings generally
 applicable to business practices in the industry in which we operate. We are
 subject to class action lawsuits and other litigation alleging, among other
 things, that we made improper or inadequate disclosures in connection with the
 sale of annuity products or charged excessive or impermissible fees on these
 products, recommended unsuitable products to customers, mishandled customer
 accounts or breached fiduciary duties to customers. We are also subject to
 litigation arising out of our general business activities, such as our
 investments and contracts, and could be exposed to claims or litigation
 concerning certain business or process patents. Regulatory authorities from
 time to time make inquiries and conduct investigations and examinations
 relating particularly to us and our products. In addition, we, along with
 other participants in the business in which we engage, may be subject from
 time to time to investigations, examinations and inquiries, in some cases
 industry-wide, concerning issues or matters upon which such regulators have
 determined to focus. In some of our pending legal and regulatory actions,
 parties are seeking large and/or indeterminate amounts, including punitive or
 exemplary damages. The outcome of a litigation or regulatory matter, and the
 amount or range of potential loss at any particular time, is inherently
 uncertain. The following is a summary of certain pending proceedings.

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

 Commencing in 2003, we received formal requests for information from the SEC
 and the New York Attorney General ("NYAG") relating to market timing in
 variable annuities by us and certain affiliated companies. In connection with
 these investigations, with the approval of Skandia an offer was made by us to
 the authorities investigating our companies, the SEC and NYAG, to settle these
 matters by paying restitution and a civil penalty of $95 million in the
 aggregate. While not assured, we believe these discussions are likely to lead
 to settlements with these authorities by us or our affiliates. Any regulatory
 settlement involving us and certain affiliates would be subject to the
 indemnification provisions of the Acquisition Agreement pursuant to which
 Prudential Financial purchased Prudential Annuities and certain affiliates in
 May 2003 from Skandia. If achieved, settlement of the matters relating to us
 and certain affiliates also could involve continuing monitoring, changes to
 and/or supervision of business practices, findings that may adversely affect
 existing or cause additional litigation, adverse publicity and other adverse
 impacts to our businesses.

 During the third quarter of 2004, we identified a system-generated calculation
 error in our annuity contract administration system that existed prior to the
 Acquisition. This error related to the calculation of amounts due to customers
 for certain transactions subject to a market value adjustment upon the
 surrender or transfer of monies out of their annuity contract's fixed
 allocation options. The error resulted in an underpayment to policyholders, as
 well as additional anticipated costs to us associated with remediation,
 breakage and other costs. Our consultants have developed the systems
 functionality to compute remediation amounts and are in the process of running
 the computations on affected contracts. We contacted state insurance
 regulators and commenced Phase I of our outreach to customers on November 12,
 2007. Phase II commenced June 6, 2008. Phase III commenced December 5, 2008. A
 final phase is expected to rollout in April of 2009. We have advised Skandia
 that a portion of the remediation and related administrative costs are subject
 to the indemnification provisions of the Acquisition Agreement.

 From January 2006 to February 2008, thirty-one complaints were filed in 17th
 Judicial Circuit Court, Broward County, Florida alleging misrepresentations in
 the sale of annuities against us and in certain of the cases the two brokers
 who sold the annuities. The complaints allege that the brokers represented
 that any losses in the annuities would be insured or paid by a state guaranty
 fund and purport to state claims of breach of fiduciary duty, negligence,
 fraud, fraudulent inducement, negligent misrepresentation and seek damages in
 unspecified amounts but in excess of $15,000 per case. Thirty of the
 thirty-one lawsuits settled in December 2008. Skandia has indemnified us for
 the thirty settled matters, but has reserved the right to seek reimbursement
 of a portion of the total indemnified settlement amount pursuant to the
 provisions of the Acquisition Agreement.


                                      182




 Our litigation and regulatory matters are subject to many uncertainties, and
 given its complexity and scope, their outcome cannot be predicted. It is
 possible that results of operations or cash flow of Prudential Annuities in a
 particular quarterly or annual period could be materially affected by an
 ultimate unfavorable resolution of pending litigation and regulatory matters
 depending, in part, upon the results of operations or cash flow for such
 period. In light of the unpredictability of our litigation and regulatory
 matters, it is also possible that in certain cases an ultimate unfavorable
 resolution of one or more pending litigation or regulatory matters could have
 a material adverse effect on our financial position. Management believes,
 however, that, based on information currently known to it, the ultimate
 outcome of all pending litigation and regulatory matters, after consideration
 of applicable reserves and rights to indemnification, is not likely to have a
 material adverse effect on our financial position.


              CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
   The following are the contents of the Statement of Additional Information:

 General Information about Prudential Annuities
   Prudential Annuities Life Assurance Corporation
   Prudential Annuities Life Assurance Corporation Variable Account B
   Prudential Annuities Life Assurance Corporation Separate Account D
 Principal Underwriter/Distributor - Prudential Annuities Distributors, Inc.
 How the Unit Price is Determined
 Additional Information on Fixed Allocations
   How We Calculate the Market Value Adjustment
 General Information
   Voting Rights
   Modification
   Deferral of Transactions
   Misstatement of Age or Sex
   Ending the Offer
 Annuitization
 Experts
 Legal Experts
 Financial Statements

                                      183



     APPENDIX A - CONDENSED FINANCIAL INFORMATION ABOUT SEPARATE ACCOUNT B

 Separate Account B consists of multiple Sub-accounts that are available as
 investment options for the Prudential Annuities Annuities. Each Sub-account
 invests only in a single mutual fund or mutual fund portfolio. All or some of
 these Sub-accounts are available as investment options for other variable
 annuities we offer pursuant to different prospectuses.

 Unit Prices And Numbers Of Units. The following tables show for each Annuity:
 (a) the historical Unit Price, corresponding to the Annuity features bearing
 the highest and lowest combinations of asset-based charges*, as of the dates
 shown, for Units in each of the Sub-accounts of Separate Account B that are
 being offered pursuant to this Prospectus**; and (b) the number of Units
 outstanding for each such Sub-account as of the dates shown. The period for
 each year begins on January 1 and ends on December 31. Since November 18,
 2002, we have been determining, on a daily basis, multiple Unit Prices for
 each Sub-account of Separate Account B. We compute multiple Unit Prices
 because several of our variable annuities invest in the same Sub-accounts, and
 these annuities deduct varying charges that correspond to each combination of
 the applicable Insurance Charge, Distribution Charge (when applicable) and the
 charges for each optional benefit. Where an asset-based charge corresponding
 to a particular Sub-account within a new annuity product is identical to that
 in the same Sub-account within an existing annuity, the Unit Price for the new
 annuity will be identical to that of the existing annuity. In such cases, we
 will for reference purposes depict, in the condensed financial information for
 the new annuity, Unit Prices of the existing annuity. To the extent a
 Sub-account commenced operations during a particular calendar year, the Unit
 Price as of the end of the period reflects only the partial year results from
 the commencement of operations until December 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, 2009.

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


                                    ASAP III
                Prudential Annuities Life Assurance Corporation
                                   Prospectus

          ACCUMULATION UNIT VALUES: With No Optional Benefits (1.25%)





                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                 Beginning of Period End of Period    End of Period
                                                                      
---------------------------------------------------------------------------------------------------
AST JPMorgan International Equity Portfolio
    01/01/2000 to 12/31/2000                           --            $8.99             33,897
    01/01/2001 to 12/31/2001                        $8.99            $6.86            136,976
    01/01/2002 to 12/31/2002                        $6.86            $5.53            153,652
    01/01/2003 to 12/31/2003                        $5.53            $7.13            362,254
    01/01/2004 to 12/31/2004                        $7.13            $8.24            553,542
    01/01/2005 to 12/31/2005                        $8.24            $9.04          1,051,555
    01/01/2006 to 12/31/2006                        $9.04           $10.96          1,002,727
    01/01/2007 to 12/31/2007                       $10.96           $11.84            985,495
    01/01/2008 to 12/31/2008                       $11.84            $6.85            614,606
---------------------------------------------------------------------------------------------------
AST International Growth Portfolio
    01/01/2000 to 12/31/2000                           --           $18.68              6,782
    01/01/2001 to 12/31/2001                       $18.68           $14.10              5,277
    01/01/2002 to 12/31/2002                       $14.10           $10.35              7,064
    01/01/2003 to 12/31/2003                       $10.35           $14.32          1,166,396
    01/01/2004 to 12/31/2004                       $14.32           $16.42          1,953,908
    01/01/2005 to 12/31/2005                       $16.42           $18.90          2,113,594
    01/01/2006 to 12/31/2006                       $18.90           $22.58          1,664,525
    01/01/2007 to 12/31/2007                       $22.58           $26.55          1,428,930
    01/01/2008 to 12/31/2008                       $26.55           $13.05            942,837



                                      A-1






                                                                                        Number of
                                                    Accumulation     Accumulation      Accumulation
                                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                     Beginning of Period End of Period    End of Period
                                                                          
-------------------------------------------------------------------------------------------------------
AST International Value Portfolio
    01/01/2000 to 12/31/2000                               --            $8.08             20,311
    01/01/2001 to 12/31/2001                            $8.08            $5.41             29,954
    01/01/2002 to 12/31/2002                            $5.41            $4.43             32,967
    01/01/2003 to 12/31/2003                            $4.43            $5.86             91,736
    01/01/2004 to 12/31/2004                            $5.86            $7.01            233,045
    01/01/2005 to 12/31/2005                            $7.01            $7.87            402,498
    01/01/2006 to 12/31/2006                            $7.87            $9.90            593,100
    01/01/2007 to 12/31/2007                            $9.90           $11.52            794,549
    01/01/2008 to 12/31/2008                           $11.52            $6.37            641,680
-------------------------------------------------------------------------------------------------------
AST MFS Global Equity Portfolio
    01/01/2000 to 12/31/2000                               --            $9.72             23,151
    01/01/2001 to 12/31/2001                            $9.72            $8.64             49,536
    01/01/2002 to 12/31/2002                            $8.64            $7.48             46,925
    01/01/2003 to 12/31/2003                            $7.48            $9.40            123,219
    01/01/2004 to 12/31/2004                            $9.40           $10.98            213,485
    01/01/2005 to 12/31/2005                           $10.98           $11.67            218,706
    01/01/2006 to 12/31/2006                           $11.67           $14.32            349,460
    01/01/2007 to 12/31/2007                           $14.32           $15.47            339,584
    01/01/2008 to 12/31/2008                           $15.47           $10.09            263,096
-------------------------------------------------------------------------------------------------------
AST Small-Cap Growth Portfolio
    01/01/2000 to 12/31/2000                               --           $20.25                978
    01/01/2001 to 12/31/2001                           $20.25           $18.70              2,439
    01/01/2002 to 12/31/2002                           $18.70           $12.12              6,331
    01/01/2003 to 12/31/2003                           $12.12           $17.38            145,364
    01/01/2004 to 12/31/2004                           $17.38           $15.97            107,136
    01/01/2005 to 12/31/2005                           $15.97           $16.00            126,824
    01/01/2006 to 12/31/2006                           $16.00           $17.80            111,114
    01/01/2007 to 12/31/2007                           $17.80           $18.83            118,021
    01/01/2008 to 12/31/2008                           $18.83           $12.09            187,342
-------------------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth Portfolio
    01/01/2000 to 12/31/2000                               --            $9.17             35,743
    01/01/2001 to 12/31/2001                            $9.17            $6.48             41,602
    01/01/2002 to 12/31/2002                            $6.48            $4.71             44,611
    01/01/2003 to 12/31/2003                            $4.71            $6.86            258,089
    01/01/2004 to 12/31/2004                            $6.86            $7.41            293,384
    01/01/2005 to 12/31/2005                            $7.41            $7.35            267,925
    01/01/2006 to 12/31/2006                            $7.35            $7.82            344,893
    01/01/2007 to 12/31/2007                            $7.82            $9.17            382,635
    01/01/2008 to 12/31/2008                            $9.17            $5.20            242,993
-------------------------------------------------------------------------------------------------------
AST Federated Aggressive Growth Portfolio
    01/01/2000 to 12/31/2000                               --            $9.08                243
    01/01/2001 to 12/31/2001                            $9.08            $7.12             10,912
    01/01/2002 to 12/31/2002                            $7.12            $4.98             25,040
    01/01/2003 to 12/31/2003                            $4.98            $8.33            859,909
    01/01/2004 to 12/31/2004                            $8.33           $10.12          1,169,995
    01/01/2005 to 12/31/2005                           $10.12           $10.94          1,386,930
    01/01/2006 to 12/31/2006                           $10.94           $12.20          1,165,926
    01/01/2007 to 12/31/2007                           $12.20           $13.39          1,078,773
    01/01/2008 to 12/31/2008                           $13.39            $7.39            767,197



                                      A-2






                                                                                                Number of
                                                            Accumulation     Accumulation      Accumulation
                                                            Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                             Beginning of Period End of Period    End of Period
                                                                                  
---------------------------------------------------------------------------------------------------------------
AST Small-Cap Value Portfolio
    01/01/2000 to 12/31/2000                                       --           $11.41             15,339
    01/01/2001 to 12/31/2001                                   $11.41           $12.06             33,608
    01/01/2002 to 12/31/2002                                   $12.06           $10.79             66,744
    01/01/2003 to 12/31/2003                                   $10.79           $14.47            962,965
    01/01/2004 to 12/31/2004                                   $14.47           $16.64          1,293,786
    01/01/2005 to 12/31/2005                                   $16.64           $17.52          1,484,713
    01/01/2006 to 12/31/2006                                   $17.52           $20.77          1,198,255
    01/01/2007 to 12/31/2007                                   $20.77           $19.36          1,176,566
    01/01/2008 to 12/31/2008                                   $19.36           $13.44            760,721
---------------------------------------------------------------------------------------------------------------
AST DeAm Small-Cap Value Portfolio
    01/01/2002 to 12/31/2002                                       --            $7.69                124
    01/01/2003 to 12/31/2003                                    $7.69           $10.89            131,066
    01/01/2004 to 12/31/2004                                   $10.89           $13.13            138,078
    01/01/2005 to 12/31/2005                                   $13.13           $13.12            187,207
    01/01/2006 to 12/31/2006                                   $13.12           $15.54            201,904
    01/01/2007 to 12/31/2007                                   $15.54           $12.62            180,260
    01/01/2008 to 07/18/2008                                   $12.62           $11.59                  0
---------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth Portfolio
    01/01/2000 to 12/31/2000                                       --            $7.03              2,473
    01/01/2001 to 12/31/2001                                    $7.03            $4.15             17,882
    01/01/2002 to 12/31/2002                                    $4.15            $2.98             28,812
    01/01/2003 to 12/31/2003                                    $2.98            $3.87          1,535,565
    01/01/2004 to 12/31/2004                                    $3.87            $4.44          2,232,502
    01/01/2005 to 12/31/2005                                    $4.44            $4.60          2,666,931
    01/01/2006 to 12/31/2006                                    $4.60            $4.83          2,231,991
    01/01/2007 to 12/31/2007                                    $4.83            $5.69          2,097,846
    01/01/2008 to 12/31/2008                                    $5.69            $3.32          1,540,597
---------------------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth Portfolio
    01/01/2000 to 12/31/2000                                       --            $9.71             36,882
    01/01/2001 to 12/31/2001                                    $9.71            $7.11             51,711
    01/01/2002 to 12/31/2002                                    $7.11            $4.83             56,712
    01/01/2003 to 12/31/2003                                    $4.83            $6.23            371,267
    01/01/2004 to 12/31/2004                                    $6.23            $7.14            555,160
    01/01/2005 to 12/31/2005                                    $7.14            $8.00            771,461
    01/01/2006 to 12/31/2006                                    $8.00            $9.01            697,877
    01/01/2007 to 12/31/2007                                    $9.01           $10.88            971,242
    01/01/2008 to 12/31/2008                                   $10.88            $6.10            610,828
---------------------------------------------------------------------------------------------------------------
AST Neuberger Berman/LSV Mid-Cap Value Portfolio
 formerly, AST Neuberger Berman Mid-Cap Value Portfolio
    01/01/2000 to 12/31/2000                                       --           $12.13             16,574
    01/01/2001 to 12/31/2001                                   $12.13           $11.62             56,219
    01/01/2002 to 12/31/2002                                   $11.62           $10.26             69,657
    01/01/2003 to 12/31/2003                                   $10.26           $13.82            781,348
    01/01/2004 to 12/31/2004                                   $13.82           $16.76          1,116,503
    01/01/2005 to 12/31/2005                                   $16.76           $18.55          1,303,740
    01/01/2006 to 12/31/2006                                   $18.55           $20.28          1,086,861
    01/01/2007 to 12/31/2007                                   $20.28           $20.66            975,347
    01/01/2008 to 12/31/2008                                   $20.66           $11.78            570,591



                                      A-3






                                                                                      Number of
                                                  Accumulation     Accumulation      Accumulation
                                                  Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                   Beginning of Period End of Period    End of Period
                                                                        
-----------------------------------------------------------------------------------------------------
AST Alger All-Cap Growth Portfolio
    01/01/2000 to 12/31/2000                             --            $8.68             30,915
    01/01/2001 to 12/31/2001                          $8.68            $7.14             56,649
    01/01/2002 to 12/31/2002                          $7.14            $4.53             61,001
    01/01/2003 to 12/31/2003                          $4.53            $6.06            200,264
    01/01/2004 to 12/31/2004                          $6.06            $6.49            214,092
    01/01/2005 to 12/02/2005                          $6.49            $7.48                  0
-----------------------------------------------------------------------------------------------------
AST Mid-Cap Value Portfolio
    01/01/2000 to 12/31/2000                             --           $10.07             12,895
    01/01/2001 to 12/31/2001                         $10.07            $9.72             26,857
    01/01/2002 to 12/31/2002                          $9.72            $7.61             38,982
    01/01/2003 to 12/31/2003                          $7.61           $10.21            140,873
    01/01/2004 to 12/31/2004                         $10.21           $11.63            256,401
    01/01/2005 to 12/31/2005                         $11.63           $12.11            192,419
    01/01/2006 to 12/31/2006                         $12.11           $13.66            174,411
    01/01/2007 to 12/31/2007                         $13.66           $13.86            156,606
    01/01/2008 to 12/31/2008                         $13.86            $8.47            191,791
-----------------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources Portfolio
    01/01/2000 to 12/31/2000                             --           $11.24                  0
    01/01/2001 to 12/31/2001                         $11.24           $11.18              1,879
    01/01/2002 to 12/31/2002                         $11.18           $10.42              4,994
    01/01/2003 to 12/31/2003                         $10.42           $13.75             75,013
    01/01/2004 to 12/31/2004                         $13.75           $17.81            192,336
    01/01/2005 to 12/31/2005                         $17.81           $23.11            254,041
    01/01/2006 to 12/31/2006                         $23.11           $26.44            291,510
    01/01/2007 to 12/31/2007                         $26.44           $36.68            378,258
    01/01/2008 to 12/31/2008                         $36.68           $18.12            317,719
-----------------------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap Growth Portfolio
    01/01/2000 to 12/31/2000                             --            $8.46             97,356
    01/01/2001 to 12/31/2001                          $8.46            $7.12            106,762
    01/01/2002 to 12/31/2002                          $7.12            $4.86            106,056
    01/01/2003 to 12/31/2003                          $4.86            $5.93            263,698
    01/01/2004 to 12/31/2004                          $5.93            $6.19            326,194
    01/01/2005 to 12/31/2005                          $6.19            $7.12            512,014
    01/01/2006 to 12/31/2006                          $7.12            $7.43            608,747
    01/01/2007 to 12/31/2007                          $7.43            $7.94            919,355
    01/01/2008 to 12/31/2008                          $7.94            $4.66          1,074,328
-----------------------------------------------------------------------------------------------------
AST MFS Growth Portfolio
    01/01/2000 to 12/31/2000                             --            $9.68              3,089
    01/01/2001 to 12/31/2001                          $9.68            $7.48             47,656
    01/01/2002 to 12/31/2002                          $7.48            $5.31            112,701
    01/01/2003 to 12/31/2003                          $5.31            $6.44            893,170
    01/01/2004 to 12/31/2004                          $6.44            $7.04            791,823
    01/01/2005 to 12/31/2005                          $7.04            $7.39          1,025,239
    01/01/2006 to 12/31/2006                          $7.39            $8.01            758,550
    01/01/2007 to 12/31/2007                          $8.01            $9.10            686,498
    01/01/2008 to 12/31/2008                          $9.10            $5.72            700,352



                                      A-4






                                                                                        Number of
                                                    Accumulation     Accumulation      Accumulation
                                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                     Beginning of Period End of Period    End of Period
                                                                          
-------------------------------------------------------------------------------------------------------
AST Marsico Capital Growth Portfolio
    01/01/2000 to 12/31/2000                               --           $10.09            114,992
    01/01/2001 to 12/31/2001                           $10.09            $7.80            182,904
    01/01/2002 to 12/31/2002                            $7.80            $6.50            228,033
    01/01/2003 to 12/31/2003                            $6.50            $8.46          4,075,719
    01/01/2004 to 12/31/2004                            $8.46            $9.67          5,717,404
    01/01/2005 to 12/31/2005                            $9.67           $10.20          7,048,023
    01/01/2006 to 12/31/2006                           $10.20           $10.80          5,983,458
    01/01/2007 to 12/31/2007                           $10.80           $12.26          5,638,342
    01/01/2008 to 12/31/2008                           $12.26            $6.82          3,539,119
-------------------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth Portfolio
    01/01/2000 to 12/31/2000                               --            $7.90            235,747
    01/01/2001 to 12/31/2001                            $7.90            $5.33            404,404
    01/01/2002 to 12/31/2002                            $5.33            $3.69            405,437
    01/01/2003 to 12/31/2003                            $3.69            $4.57            604,491
    01/01/2004 to 12/31/2004                            $4.57            $4.68            733,920
    01/01/2005 to 12/31/2005                            $4.68            $4.77            657,831
    01/01/2006 to 12/31/2006                            $4.77            $5.18            791,152
    01/01/2007 to 12/31/2007                            $5.18            $5.84          1,134,004
    01/01/2008 to 12/31/2008                            $5.84            $3.44            756,326
-------------------------------------------------------------------------------------------------------
AST DeAm Large-Cap Value Portfolio
    01/01/2000 to 12/31/2000                               --            $9.83                442
    01/01/2001 to 12/31/2001                            $9.83            $9.17              1,696
    01/01/2002 to 12/31/2002                            $9.17            $7.67              7,126
    01/01/2003 to 12/31/2003                            $7.67            $9.58             85,554
    01/01/2004 to 12/31/2004                            $9.58           $11.18            191,637
    01/01/2005 to 12/31/2005                           $11.18           $12.07            242,790
    01/01/2006 to 12/31/2006                           $12.07           $14.51            524,592
    01/01/2007 to 12/31/2007                           $14.51           $14.50            421,188
    01/01/2008 to 12/31/2008                           $14.50            $8.98            486,765
-------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value Portfolio
    01/01/2001 to 12/31/2001                               --            $9.64                  0
    01/01/2002 to 12/31/2002                            $9.64            $7.14             37,810
    01/01/2003 to 12/31/2003                            $7.14            $8.89            137,293
    01/01/2004 to 12/31/2004                            $8.89            $9.66            194,363
    01/01/2005 to 12/02/2005                            $9.66           $10.72                  0
-------------------------------------------------------------------------------------------------------
AST AllianceBernstein Core Value Portfolio
    01/01/2001 to 12/31/2001                               --           $10.05             18,453
    01/01/2002 to 12/31/2002                           $10.05            $8.61             82,054
    01/01/2003 to 12/31/2003                            $8.61           $10.91            453,569
    01/01/2004 to 12/31/2004                           $10.91           $12.28            603,508
    01/01/2005 to 12/31/2005                           $12.28           $12.79            635,233
    01/01/2006 to 12/31/2006                           $12.79           $15.33            815,109
    01/01/2007 to 12/31/2007                           $15.33           $14.60            776,427
    01/01/2008 to 12/31/2008                           $14.60            $8.38            424,531



                                      A-5






                                                                                                     Number of
                                                                 Accumulation     Accumulation      Accumulation
                                                                 Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                                  Beginning of Period End of Period    End of Period
                                                                                       
--------------------------------------------------------------------------------------------------------------------
AST Cohen & Steers Realty Portfolio
    01/01/2000 to 12/31/2000                                            --           $11.57             16,557
    01/01/2001 to 12/31/2001                                        $11.57           $11.75             16,487
    01/01/2002 to 12/31/2002                                        $11.75           $11.91             25,464
    01/01/2003 to 12/31/2003                                        $11.91           $16.17            149,582
    01/01/2004 to 12/31/2004                                        $16.17           $22.03            281,181
    01/01/2005 to 12/31/2005                                        $22.03           $24.98            223,265
    01/01/2006 to 12/31/2006                                        $24.98           $33.72            265,912
    01/01/2007 to 12/31/2007                                        $33.72           $26.66            201,539
    01/01/2008 to 12/31/2008                                        $26.66           $17.10            163,226
--------------------------------------------------------------------------------------------------------------------
AST QMA US Equity Alpha
 formerly, AST AllianceBernstein Managed Index 500 Portfolio
    01/01/2000 to 12/31/2000                                            --            $9.46              9,941
    01/01/2001 to 12/31/2001                                         $9.46            $8.41             39,414
    01/01/2002 to 12/31/2002                                         $8.41            $6.59             90,506
    01/01/2003 to 12/31/2003                                         $6.59            $8.28            554,156
    01/01/2004 to 12/31/2004                                         $8.28            $8.99            642,882
    01/01/2005 to 12/31/2005                                         $8.99            $9.20            851,019
    01/01/2006 to 12/31/2006                                         $9.20           $10.23            842,745
    01/01/2007 to 12/31/2007                                        $10.23           $10.31            958,429
    01/01/2008 to 12/31/2008                                        $10.31            $6.24            452,522
--------------------------------------------------------------------------------------------------------------------
AST American Century Income & Growth Portfolio
    01/01/2000 to 12/31/2000                                            --            $9.36             70,887
    01/01/2001 to 12/31/2001                                         $9.36            $8.47            113,372
    01/01/2002 to 12/31/2002                                         $8.47            $6.70            124,168
    01/01/2003 to 12/31/2003                                         $6.70            $8.52            339,653
    01/01/2004 to 12/31/2004                                         $8.52            $9.48            613,910
    01/01/2005 to 12/31/2005                                         $9.48            $9.79            626,417
    01/01/2006 to 12/31/2006                                         $9.79           $11.30            579,491
    01/01/2007 to 12/31/2007                                        $11.30           $11.15            493,545
    01/01/2008 to 12/31/2008                                        $11.15            $7.18            440,398
--------------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth & Income Portfolio
    01/01/2000 to 12/31/2000                                            --           $10.53             34,439
    01/01/2001 to 12/31/2001                                        $10.53           $10.35            205,232
    01/01/2002 to 12/31/2002                                        $10.35            $7.84            142,152
    01/01/2003 to 12/31/2003                                         $7.84           $10.25          3,076,626
    01/01/2004 to 12/31/2004                                        $10.25           $11.24          4,119,501
    01/01/2005 to 12/31/2005                                        $11.24           $11.63          5,200,125
    01/01/2006 to 12/31/2006                                        $11.63           $13.46          3,863,961
    01/01/2007 to 12/31/2007                                        $13.46           $13.98          3,567,122
    01/01/2008 to 12/31/2008                                        $13.98            $8.19          2,148,857
--------------------------------------------------------------------------------------------------------------------
AST Large-Cap Value Portfolio
    01/01/2000 to 12/31/2000                                            --           $10.32              8,596
    01/01/2001 to 12/31/2001                                        $10.32            $9.31             44,212
    01/01/2002 to 12/31/2002                                         $9.31            $7.59             44,419
    01/01/2003 to 12/31/2003                                         $7.59            $8.99            204,589
    01/01/2004 to 12/31/2004                                         $8.99           $10.25            417,314
    01/01/2005 to 12/31/2005                                        $10.25           $10.77            694,885
    01/01/2006 to 12/31/2006                                        $10.77           $12.60            680,203
    01/01/2007 to 12/31/2007                                        $12.60           $12.07            680,350
    01/01/2008 to 12/31/2008                                        $12.07            $6.97            649,783



                                      A-6






                                                                                                       Number of
                                                                   Accumulation     Accumulation      Accumulation
                                                                   Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                                    Beginning of Period End of Period    End of Period
                                                                                         
----------------------------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha Portfolio
    01/01/2000 to 12/31/2000                                              --           $10.14             30,678
    01/01/2001 to 12/31/2001                                          $10.14            $8.84             38,208
    01/01/2002 to 12/31/2002                                           $8.84            $7.38             34,451
    01/01/2003 to 12/31/2003                                           $7.38            $8.71             61,801
    01/01/2004 to 12/31/2004                                           $8.71            $9.55             78,619
    01/01/2005 to 12/31/2005                                           $9.55           $10.09             80,895
    01/01/2006 to 12/31/2006                                          $10.09           $11.07             97,906
    01/01/2007 to 12/31/2007                                          $11.07           $11.15            378,693
    01/01/2008 to 12/31/2008                                          $11.15            $9.07          2,914,005
----------------------------------------------------------------------------------------------------------------------
AST Schroders Multi-Asset World Strategies Portfolio
 formerly, AST American Century Strategic Allocation Portfolio
    01/01/2000 to 12/31/2000                                              --            $9.87              1,725
    01/01/2001 to 12/31/2001                                           $9.87            $9.38              4,905
    01/01/2002 to 12/31/2002                                           $9.38            $8.36              5,490
    01/01/2003 to 12/31/2003                                           $8.36            $9.81            115,095
    01/01/2004 to 12/31/2004                                           $9.81           $10.56            146,721
    01/01/2005 to 12/31/2005                                          $10.56           $10.91            173,191
    01/01/2006 to 12/31/2006                                          $10.91           $11.82            174,226
    01/01/2007 to 12/31/2007                                          $11.82           $12.71            214,498
    01/01/2008 to 12/31/2008                                          $12.71            $8.76            613,791
----------------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation Portfolio
    01/01/2000 to 12/31/2000                                              --           $10.12              2,412
    01/01/2001 to 12/31/2001                                          $10.12            $9.52             13,152
    01/01/2002 to 12/31/2002                                           $9.52            $8.47             13,799
    01/01/2003 to 12/31/2003                                           $8.47           $10.37            222,150
    01/01/2004 to 12/31/2004                                          $10.37           $11.39            357,085
    01/01/2005 to 12/31/2005                                          $11.39           $11.77            558,394
    01/01/2006 to 12/31/2006                                          $11.77           $13.08            665,726
    01/01/2007 to 12/31/2007                                          $13.08           $13.73            949,867
    01/01/2008 to 12/31/2008                                          $13.73           $10.04          2,067,659
----------------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond Portfolio
    01/01/2000 to 12/31/2000                                              --           $10.70                  0
    01/01/2001 to 12/31/2001                                          $10.70           $10.84             16,390
    01/01/2002 to 12/31/2002                                          $10.84           $12.32             36,987
    01/01/2003 to 12/31/2003                                          $12.32           $13.73            289,862
    01/01/2004 to 12/31/2004                                          $13.73           $14.73            657,913
    01/01/2005 to 12/31/2005                                          $14.73           $13.89            938,587
    01/01/2006 to 12/31/2006                                          $13.89           $14.58            836,914
    01/01/2007 to 12/31/2007                                          $14.58           $15.79            874,210
    01/01/2008 to 12/31/2008                                          $15.79           $15.21            536,127
----------------------------------------------------------------------------------------------------------------------
AST High Yield Portfolio
    01/01/2000 to 12/31/2000                                              --            $9.37             12,929
    01/01/2001 to 12/31/2001                                           $9.37            $9.27             45,297
    01/01/2002 to 12/31/2002                                           $9.27            $9.16             73,614
    01/01/2003 to 12/31/2003                                           $9.16           $10.99            906,947
    01/01/2004 to 12/31/2004                                          $10.99           $12.06            957,756
    01/01/2005 to 12/31/2005                                          $12.06           $12.04            873,439
    01/01/2006 to 12/31/2006                                          $12.04           $13.12          1,019,726
    01/01/2007 to 12/31/2007                                          $13.12           $13.28            683,986
    01/01/2008 to 12/31/2008                                          $13.28            $9.76            483,533



                                      A-7






                                                                                  Number of
                                              Accumulation     Accumulation      Accumulation
                                              Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                               Beginning of Period End of Period    End of Period
                                                                    
-------------------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture Portfolio
    01/01/2000 to 12/31/2000                         --           $10.13                425
    01/01/2001 to 12/31/2001                     $10.13           $10.30             16,628
    01/01/2002 to 12/31/2002                     $10.30           $10.22             43,077
    01/01/2003 to 12/31/2003                     $10.22           $11.98            814,135
    01/01/2004 to 12/31/2004                     $11.98           $12.71          1,012,739
    01/01/2005 to 12/31/2005                     $12.71           $12.69          1,294,706
    01/01/2006 to 12/31/2006                     $12.69           $13.76          1,196,608
    01/01/2007 to 12/31/2007                     $13.76           $14.42          1,051,089
    01/01/2008 to 12/31/2008                     $14.42           $10.93            929,322
-------------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond Portfolio
    01/01/2000 to 12/31/2000                         --           $10.97             37,918
    01/01/2001 to 12/31/2001                     $10.97           $11.80            275,317
    01/01/2002 to 12/31/2002                     $11.80           $12.72            362,294
    01/01/2003 to 12/31/2003                     $12.72           $13.23          2,301,863
    01/01/2004 to 12/31/2004                     $13.23           $13.72          3,074,732
    01/01/2005 to 12/31/2005                     $13.72           $13.88          1,924,370
    01/01/2006 to 12/31/2006                     $13.88           $14.22          2,004,498
    01/01/2007 to 12/31/2007                     $14.22           $15.21          2,344,694
    01/01/2008 to 12/31/2008                     $15.21           $14.68          2,402,587
-------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond Portfolio
    01/01/2000 to 12/31/2000                         --           $10.59              1,940
    01/01/2001 to 12/31/2001                     $10.59           $11.29            112,948
    01/01/2002 to 12/31/2002                     $11.29           $10.09             38,260
    01/01/2003 to 12/31/2003                     $10.09           $12.08            956,856
    01/01/2004 to 12/31/2004                     $12.08           $12.18          2,189,975
    01/01/2005 to 12/31/2005                     $12.18           $12.22          2,996,256
    01/01/2006 to 12/31/2006                     $12.22           $12.53          2,687,532
    01/01/2007 to 12/31/2007                     $12.53           $13.21          2,594,813
    01/01/2008 to 12/31/2008                     $13.21           $13.19          1,654,958
-------------------------------------------------------------------------------------------------
AST Money Market Portfolio
    01/01/2000 to 12/31/2000                         --           $10.32             29,567
    01/01/2001 to 12/31/2001                     $10.32           $10.57            179,509
    01/01/2002 to 12/31/2002                     $10.57           $10.57            403,604
    01/01/2003 to 12/31/2003                     $10.57           $10.51          1,245,396
    01/01/2004 to 12/31/2004                     $10.51           $10.46          1,663,940
    01/01/2005 to 12/31/2005                     $10.46           $10.62          3,179,375
    01/01/2006 to 12/31/2006                     $10.62           $10.96          3,505,960
    01/01/2007 to 12/31/2007                     $10.96           $11.36          4,361,361
    01/01/2008 to 12/31/2008                     $11.36           $11.50          7,844,009
-------------------------------------------------------------------------------------------------
Gartmore NVIT Developing Markets
    01/01/2000 to 12/31/2000                         --            $8.19              3,293
    01/01/2001 to 12/31/2001                      $8.19            $7.53              6,555
    01/01/2002 to 12/31/2002                      $7.53            $6.71              6,530
    01/01/2003 to 12/31/2003                      $6.71           $10.59            122,136
    01/01/2004 to 12/31/2004                     $10.59           $12.52            264,541
    01/01/2005 to 12/31/2005                     $12.52           $16.26            351,335
    01/01/2006 to 12/31/2006                     $16.26           $21.61            316,324
    01/01/2007 to 12/31/2007                     $21.61           $30.63            435,146
    01/01/2008 to 12/31/2008                     $30.63           $12.74            289,778



                                      A-8






                                                                               Number of
                                           Accumulation     Accumulation      Accumulation
                                           Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                            Beginning of Period End of Period    End of Period
                                                                 
----------------------------------------------------------------------------------------------
Wells Fargo Advantage VT Equity Income
    01/01/2000 to 12/31/2000                      --           $17.01                 0
    01/01/2001 to 12/31/2001                  $17.01           $15.89             1,992
    01/01/2002 to 12/31/2002                  $15.89           $12.67             1,063
    01/01/2003 to 12/31/2003                  $12.67           $15.79            10,586
    01/01/2004 to 12/31/2004                  $15.79           $17.32            19,612
    01/01/2005 to 12/31/2005                  $17.32           $18.02            23,574
    01/01/2006 to 12/31/2006                  $18.02           $21.10            23,739
    01/01/2007 to 12/31/2007                  $21.10           $21.42            20,467
    01/01/2008 to 12/31/2008                  $21.42           $13.44            55,757
----------------------------------------------------------------------------------------------
AIM V.I. Dynamics Fund
    01/01/2000 to 12/31/2000                      --            $9.99            22,264
    01/01/2001 to 12/31/2001                   $9.99            $6.80            15,825
    01/01/2002 to 12/31/2002                   $6.80            $4.57            18,808
    01/01/2003 to 12/31/2003                   $4.57            $6.22           137,600
    01/01/2004 to 12/31/2004                   $6.22            $6.96           188,184
    01/01/2005 to 12/31/2005                   $6.96            $7.61           135,001
    01/01/2006 to 12/31/2006                   $7.61            $8.73           124,196
    01/01/2007 to 12/31/2007                   $8.73            $9.67           132,861
    01/01/2008 to 12/31/2008                   $9.67            $4.96            78,078
----------------------------------------------------------------------------------------------
AIM V.I. Technology Fund
    01/01/2000 to 12/31/2000                      --            $7.98            25,984
    01/01/2001 to 12/31/2001                   $7.98            $4.27            35,767
    01/01/2002 to 12/31/2002                   $4.27            $2.24            30,448
    01/01/2003 to 12/31/2003                   $2.24            $3.21            42,720
    01/01/2004 to 12/31/2004                   $3.21            $3.32            78,567
    01/01/2005 to 12/31/2005                   $3.32            $3.35            77,942
    01/01/2006 to 12/31/2006                   $3.35            $3.65           254,798
    01/01/2007 to 12/31/2007                   $3.65            $3.89           126,039
    01/01/2008 to 12/31/2008                   $3.89            $2.13            95,405
----------------------------------------------------------------------------------------------
AIM V.I. Global Health Care
    01/01/2000 to 12/31/2000                      --           $13.14            32,969
    01/01/2001 to 12/31/2001                  $13.14           $11.35            27,104
    01/01/2002 to 12/31/2002                  $11.35            $8.46            19,405
    01/01/2003 to 12/31/2003                   $8.46           $10.68            59,116
    01/01/2004 to 12/31/2004                  $10.68           $11.34            92,506
    01/01/2005 to 12/31/2005                  $11.34           $12.12           106,295
    01/01/2006 to 12/31/2006                  $12.12           $12.59           110,470
    01/01/2007 to 12/31/2007                  $12.59           $13.91           109,826
    01/01/2008 to 12/31/2008                  $13.91            $9.80            81,377
----------------------------------------------------------------------------------------------
AIM V.I. Financial Services Fund
    01/01/2000 to 12/31/2000                      --           $12.38             9,786
    01/01/2001 to 12/31/2001                  $12.38           $11.02             8,536
    01/01/2002 to 12/31/2002                  $11.02            $9.26             7,204
    01/01/2003 to 12/31/2003                   $9.26           $11.85            48,538
    01/01/2004 to 12/31/2004                  $11.85           $12.72            44,091
    01/01/2005 to 12/31/2005                  $12.72           $13.30            48,007
    01/01/2006 to 12/31/2006                  $13.30           $15.30            89,614
    01/01/2007 to 12/31/2007                  $15.30           $11.75            53,310
    01/01/2008 to 12/31/2008                  $11.75            $4.70            91,978



                                      A-9






                                                                               Number of
                                           Accumulation     Accumulation      Accumulation
                                           Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                            Beginning of Period End of Period    End of Period
                                                                 
----------------------------------------------------------------------------------------------
Evergreen VA International Equity Fund
    01/01/2003 to 12/31/2003                      --           $10.46            24,847
    01/01/2004 to 12/31/2004                  $10.46           $12.31            62,400
    01/01/2005 to 12/31/2005                  $12.31           $14.10           130,749
    01/01/2006 to 12/31/2006                  $14.10           $17.15           182,002
    01/01/2007 to 12/31/2007                  $17.15           $19.47           167,896
    01/01/2008 to 12/31/2008                  $19.47           $11.25           150,691
----------------------------------------------------------------------------------------------
Evergreen VA Special Equity Fund
    01/01/2000 to 12/31/2000                      --            $9.35                 0
    01/01/2001 to 12/31/2001                   $9.35            $8.49             5,085
    01/01/2002 to 12/31/2002                   $8.49            $6.10             5,427
    01/01/2003 to 12/31/2003                   $6.10            $9.16            69,344
    01/01/2004 to 12/31/2004                   $9.16            $9.57            92,559
    01/01/2005 to 04/15/2005                   $9.57            $8.53                 0
----------------------------------------------------------------------------------------------
Evergreen VA Omega Fund
    01/01/2001 to 12/31/2001                      --            $9.04                 0
    01/01/2002 to 12/31/2002                   $9.04               --                 0
    01/01/2003 to 12/31/2003                      --            $9.21            15,743
    01/01/2004 to 12/31/2004                   $9.21            $9.75            26,849
    01/01/2005 to 12/31/2005                   $9.75           $10.00            18,356
    01/01/2006 to 12/31/2006                  $10.00           $10.47            19,700
    01/01/2007 to 12/31/2007                  $10.47           $11.58            38,907
    01/01/2008 to 12/31/2008                  $11.58            $8.32            68,712
----------------------------------------------------------------------------------------------
Evergreen VA Growth Fund
    04/15/2005* to 12/31/2005                  $9.82           $11.47            64,775
    01/01/2006 to 12/31/2006                  $11.47           $12.58            72,371
    01/01/2007 to 12/31/2007                  $12.58           $13.79            85,135
    01/01/2008 to 12/31/2008                  $13.79            $8.02            66,604
----------------------------------------------------------------------------------------------
ProFund VP Europe 30
    01/01/2000 to 12/31/2000                      --            $9.30                 0
    01/01/2001 to 12/31/2001                   $9.30            $6.97             7,317
    01/01/2002 to 12/31/2002                   $6.97            $5.11             2,539
    01/01/2003 to 12/31/2003                   $5.11            $7.00            75,543
    01/01/2004 to 12/31/2004                   $7.00            $7.90           201,444
    01/01/2005 to 12/31/2005                   $7.90            $8.43            76,381
    01/01/2006 to 12/31/2006                   $8.43            $9.79           370,628
    01/01/2007 to 12/31/2007                   $9.79           $11.07           331,218
    01/01/2008 to 12/31/2008                  $11.07            $6.12           126,269
----------------------------------------------------------------------------------------------
ProFund VP Asia 30
    01/01/2003 to 12/31/2003                      --           $12.66            47,272
    01/01/2004 to 12/31/2004                  $12.66           $12.43            63,254
    01/01/2005 to 12/31/2005                  $12.43           $14.67            83,233
    01/01/2006 to 12/31/2006                  $14.67           $20.18           235,779
    01/01/2007 to 12/31/2007                  $20.18           $29.44           204,415
    01/01/2008 to 12/31/2008                  $29.44           $14.30           109,480
----------------------------------------------------------------------------------------------
ProFund VP Japan
    01/01/2003 to 12/31/2003                      --            $9.09            28,579
    01/01/2004 to 12/31/2004                   $9.09            $9.65            87,251
    01/01/2005 to 12/31/2005                   $9.65           $13.51           165,707
    01/01/2006 to 12/31/2006                  $13.51           $14.79           117,156
    01/01/2007 to 12/31/2007                  $14.79           $13.14            54,211
    01/01/2008 to 12/31/2008                  $13.14            $7.68            67,522



                                     A-10






                                                                            Number of
                                        Accumulation     Accumulation      Accumulation
                                        Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                         Beginning of Period End of Period    End of Period
                                                              
-------------------------------------------------------------------------------------------
ProFund VP Banks
    01/01/2003 to 12/31/2003                   --           $10.97             8,886
    01/01/2004 to 12/31/2004               $10.97           $12.11            12,480
    01/01/2005 to 12/31/2005               $12.11           $11.94            44,665
    01/01/2006 to 12/31/2006               $11.94           $13.61            35,707
    01/01/2007 to 12/31/2007               $13.61            $9.77            12,962
    01/01/2008 to 12/31/2008                $9.77            $5.12            71,458
-------------------------------------------------------------------------------------------
ProFund VP Basic Materials
    01/01/2003 to 12/31/2003                   --           $11.02            53,759
    01/01/2004 to 12/31/2004               $11.02           $12.00            42,597
    01/01/2005 to 12/31/2005               $12.00           $12.13            53,592
    01/01/2006 to 12/31/2006               $12.13           $13.84            67,645
    01/01/2007 to 12/31/2007               $13.84           $17.86           199,608
    01/01/2008 to 12/31/2008               $17.86            $8.57           114,858
-------------------------------------------------------------------------------------------
ProFund VP Biotechnology
    01/01/2001 to 12/31/2001                   --            $8.38             3,279
    01/01/2002 to 12/31/2002                $8.38            $5.17               460
    01/01/2003 to 12/31/2003                $5.17            $7.14            20,329
    01/01/2004 to 12/31/2004                $7.14            $7.73            32,726
    01/01/2005 to 12/31/2005                $7.73            $9.11            73,804
    01/01/2006 to 12/31/2006                $9.11            $8.63            56,416
    01/01/2007 to 12/31/2007                $8.63            $8.42           165,309
    01/01/2008 to 12/31/2008                $8.42            $8.47           117,598
-------------------------------------------------------------------------------------------
ProFund VP Consumer Services
    01/01/2003 to 12/31/2003                   --            $9.10            13,935
    01/01/2004 to 12/31/2004                $9.10            $9.67            20,288
    01/01/2005 to 12/31/2005                $9.67            $9.10             3,866
    01/01/2006 to 12/31/2006                $9.10           $10.06            15,819
    01/01/2007 to 12/31/2007               $10.06            $9.12             5,165
    01/01/2008 to 12/31/2008                $9.12            $6.18            16,093
-------------------------------------------------------------------------------------------
ProFund VP Consumer Goods Portfolio
    01/01/2003 to 12/31/2003                   --            $9.71             3,821
    01/01/2004 to 12/31/2004                $9.71           $10.47             7,578
    01/01/2005 to 12/31/2005               $10.47           $10.31             6,876
    01/01/2006 to 12/31/2006               $10.31           $11.46            39,408
    01/01/2007 to 12/31/2007               $11.46           $12.18           150,560
    01/01/2008 to 12/31/2008               $12.18            $8.81            19,941
-------------------------------------------------------------------------------------------
ProFund VP Oil & Gas
    01/01/2001 to 12/31/2001                   --            $9.20                 0
    01/01/2002 to 12/31/2002                $9.20               --                 0
    01/01/2003 to 12/31/2003                   --            $9.10            50,155
    01/01/2004 to 12/31/2004                $9.10           $11.62           186,654
    01/01/2005 to 12/31/2005               $11.62           $15.07           278,771
    01/01/2006 to 12/31/2006               $15.07           $17.96           226,319
    01/01/2007 to 12/31/2007               $17.96           $23.49           230,618
    01/01/2008 to 12/31/2008               $23.49           $14.62           186,825



                                     A-11






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                     Beginning of Period End of Period    End of Period
                                                          
---------------------------------------------------------------------------------------
ProFund VP Financials
    01/01/2001 to 12/31/2001               --            $9.23             8,154
    01/01/2002 to 12/31/2002            $9.23            $7.76             3,258
    01/01/2003 to 12/31/2003            $7.76            $9.88            32,283
    01/01/2004 to 12/31/2004            $9.88           $10.77            70,662
    01/01/2005 to 12/31/2005           $10.77           $11.06            43,105
    01/01/2006 to 12/31/2006           $11.06           $12.81           108,064
    01/01/2007 to 12/31/2007           $12.81           $10.23            27,930
    01/01/2008 to 12/31/2008           $10.23            $5.00            52,097
---------------------------------------------------------------------------------------
ProFund VP Health Care
    01/01/2001 to 12/31/2001               --            $9.37             2,564
    01/01/2002 to 12/31/2002            $9.37            $7.15             1,235
    01/01/2003 to 12/31/2003            $7.15            $8.29            23,591
    01/01/2004 to 12/31/2004            $8.29            $8.38            91,641
    01/01/2005 to 12/31/2005            $8.38            $8.77            83,943
    01/01/2006 to 12/31/2006            $8.77            $9.12           179,877
    01/01/2007 to 12/31/2007            $9.12            $9.60           255,222
    01/01/2008 to 12/31/2008            $9.60            $7.17            79,165
---------------------------------------------------------------------------------------
ProFund VP Industrials
    01/01/2003 to 12/31/2003               --           $10.08            11,186
    01/01/2004 to 12/31/2004           $10.08           $11.27            22,333
    01/01/2005 to 12/31/2005           $11.27           $11.40             9,851
    01/01/2006 to 12/31/2006           $11.40           $12.57            21,635
    01/01/2007 to 12/31/2007           $12.57           $13.87            15,320
    01/01/2008 to 12/31/2008           $13.87            $8.15            39,857
---------------------------------------------------------------------------------------
ProFund VP Internet
    01/01/2003 to 12/31/2003               --           $15.10             8,287
    01/01/2004 to 12/31/2004           $15.10           $18.08            20,851
    01/01/2005 to 12/31/2005           $18.08           $19.18            46,724
    01/01/2006 to 12/31/2006           $19.18           $19.20             6,326
    01/01/2007 to 12/31/2007           $19.20           $20.89            16,744
    01/01/2008 to 12/31/2008           $20.89           $11.38             7,505
---------------------------------------------------------------------------------------
ProFund VP Pharmaceuticals
    01/01/2003 to 12/31/2003               --            $8.95            24,743
    01/01/2004 to 12/31/2004            $8.95            $8.02            27,913
    01/01/2005 to 12/31/2005            $8.02            $7.62            36,753
    01/01/2006 to 12/31/2006            $7.62            $8.44           116,086
    01/01/2007 to 12/31/2007            $8.44            $8.53            85,082
    01/01/2008 to 12/31/2008            $8.53            $6.78            76,505
---------------------------------------------------------------------------------------
ProFund VP Precious Metals
    01/01/2002 to 12/31/2002               --            $9.73             1,179
    01/01/2003 to 12/31/2003            $9.73           $13.38            89,687
    01/01/2004 to 12/31/2004           $13.38           $11.90           102,230
    01/01/2005 to 12/31/2005           $11.90           $14.84           200,314
    01/01/2006 to 12/31/2006           $14.84           $15.74           233,772
    01/01/2007 to 12/31/2007           $15.74           $19.03           203,953
    01/01/2008 to 12/31/2008           $19.03           $13.01           256,815



                                     A-12






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                     Beginning of Period End of Period    End of Period
                                                          
---------------------------------------------------------------------------------------
ProFund VP Real Estate
    01/01/2001 to 12/31/2001               --           $10.78             2,306
    01/01/2002 to 12/31/2002           $10.78           $10.65             2,230
    01/01/2003 to 12/31/2003           $10.65           $14.00            18,355
    01/01/2004 to 12/31/2004           $14.00           $17.58            53,006
    01/01/2005 to 12/31/2005           $17.58           $18.54            31,980
    01/01/2006 to 12/31/2006           $18.54           $24.25            61,873
    01/01/2007 to 12/31/2007           $24.25           $19.25            39,817
    01/01/2008 to 12/31/2008           $19.25           $11.17            46,281
---------------------------------------------------------------------------------------
ProFund VP Semiconductor
    01/01/2003 to 12/31/2003               --            $9.58            17,621
    01/01/2004 to 12/31/2004            $9.58            $7.23            52,485
    01/01/2005 to 12/31/2005            $7.23            $7.76            68,309
    01/01/2006 to 12/31/2006            $7.76            $7.12             9,658
    01/01/2007 to 12/31/2007            $7.12            $7.53            18,356
    01/01/2008 to 12/31/2008            $7.53            $3.73            21,594
---------------------------------------------------------------------------------------
ProFund VP Technology
    01/01/2001 to 12/31/2001               --            $5.92            12,704
    01/01/2002 to 12/31/2002            $5.92               --                 0
    01/01/2003 to 12/31/2003               --            $5.00            74,180
    01/01/2004 to 12/31/2004            $5.00            $4.91            88,720
    01/01/2005 to 12/31/2005            $4.91            $4.91           109,697
    01/01/2006 to 12/31/2006            $4.91            $5.24            74,232
    01/01/2007 to 12/31/2007            $5.24            $5.92           199,048
    01/01/2008 to 12/31/2008            $5.92            $3.25            78,353
---------------------------------------------------------------------------------------
ProFund VP Telecommunications
    01/01/2001 to 12/31/2001               --            $7.11                 0
    01/01/2002 to 12/31/2002            $7.11               --                 0
    01/01/2003 to 12/31/2003               --            $4.41            30,179
    01/01/2004 to 12/31/2004            $4.41            $5.04           118,731
    01/01/2005 to 12/31/2005            $5.04            $4.64            45,277
    01/01/2006 to 12/31/2006            $4.64            $6.16           207,252
    01/01/2007 to 12/31/2007            $6.16            $6.59           120,262
    01/01/2008 to 12/31/2008            $6.59            $4.27            89,358
---------------------------------------------------------------------------------------
ProFund VP Utilities
    01/01/2001 to 12/31/2001               --            $8.13                 0
    01/01/2002 to 12/31/2002            $8.13            $6.11               491
    01/01/2003 to 12/31/2003            $6.11            $7.32            18,902
    01/01/2004 to 12/31/2004            $7.32            $8.75            79,702
    01/01/2005 to 12/31/2005            $8.75            $9.77           213,814
    01/01/2006 to 12/31/2006            $9.77           $11.51           237,712
    01/01/2007 to 12/31/2007           $11.51           $13.16           338,965
    01/01/2008 to 12/31/2008           $13.16            $9.00           105,879
---------------------------------------------------------------------------------------
ProFund VP Bull
    01/01/2003 to 12/31/2003               --            $9.91           394,427
    01/01/2004 to 12/31/2004            $9.91           $10.65           412,259
    01/01/2005 to 12/31/2005           $10.65           $10.80           384,501
    01/01/2006 to 12/31/2006           $10.80           $12.12           306,353
    01/01/2007 to 12/31/2007           $12.12           $12.40           217,866
    01/01/2008 to 12/31/2008           $12.40            $7.63           184,775



                                     A-13






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                     Beginning of Period End of Period    End of Period
                                                          
---------------------------------------------------------------------------------------
ProFund VP Bear
    01/01/2001 to 12/31/2001               --           $11.55                  0
    01/01/2002 to 12/31/2002           $11.55           $13.78              2,012
    01/01/2003 to 12/31/2003           $13.78           $10.26             28,299
    01/01/2004 to 12/31/2004           $10.26            $9.09             16,155
    01/01/2005 to 12/31/2005            $9.09            $8.86             35,611
    01/01/2006 to 12/31/2006            $8.86            $8.09             56,286
    01/01/2007 to 12/31/2007            $8.09            $8.04             56,088
    01/01/2008 to 12/31/2008            $8.04           $11.10            157,817
---------------------------------------------------------------------------------------
ProFund VP UltraBull
    01/01/2001 to 12/31/2001               --            $7.48                  0
    01/01/2002 to 12/31/2002            $7.48            $4.72              2,988
    01/01/2003 to 12/31/2003            $4.72            $7.13             56,257
    01/01/2004 to 12/31/2004            $7.13            $8.25            305,666
    01/01/2005 to 12/31/2005            $8.25            $8.36             82,031
    01/01/2006 to 12/31/2006            $8.36           $10.16             91,153
    01/01/2007 to 12/31/2007           $10.16           $10.11            117,940
    01/01/2008 to 12/31/2008           $10.11            $3.26            201,842
---------------------------------------------------------------------------------------
ProFund VP NASDAQ-100
    01/01/2001 to 12/31/2001               --            $5.77                  0
    01/01/2002 to 12/31/2002            $5.77               --                  0
    01/01/2003 to 12/31/2003               --            $5.07            257,947
    01/01/2004 to 12/31/2004            $5.07            $5.44            293,311
    01/01/2005 to 12/31/2005            $5.44            $5.38            234,957
    01/01/2006 to 12/31/2006            $5.38            $5.60            266,020
    01/01/2007 to 12/31/2007            $5.60            $6.50            383,014
    01/01/2008 to 12/31/2008            $6.50            $3.69            318,742
---------------------------------------------------------------------------------------
ProFund VP Short NASDAQ-100
    01/01/2002 to 12/31/2002               --           $11.03                934
    01/01/2003 to 12/31/2003           $11.03            $6.83             40,617
    01/01/2004 to 12/31/2004            $6.83            $5.99             77,280
    01/01/2005 to 12/31/2005            $5.99            $5.97             77,758
    01/01/2006 to 12/31/2006            $5.97            $5.81             53,401
    01/01/2007 to 12/31/2007            $5.81            $5.08             37,820
    01/01/2008 to 12/31/2008            $5.08            $7.43             61,822
---------------------------------------------------------------------------------------
ProFund VP UltraNASDAQ-100
    01/01/2000 to 12/31/2000               --            $4.06              3,787
    01/01/2001 to 12/31/2001            $4.06            $1.25             58,556
    01/01/2002 to 12/31/2002            $1.25               --                  0
    01/01/2003 to 12/31/2003               --            $0.77            890,270
    01/01/2004 to 12/31/2004            $0.77            $0.87          6,405,048
    01/01/2005 to 12/31/2005            $0.87            $0.82          7,044,313
    01/01/2006 to 12/31/2006            $0.82            $0.85          6,941,343
    01/01/2007 to 12/31/2007            $0.85            $1.08          6,538,979
    01/01/2008 to 12/31/2008            $1.08            $0.29          2,231,878
---------------------------------------------------------------------------------------
ProFund VP Mid-Cap Value
    01/01/2003 to 12/31/2003               --           $10.30             59,964
    01/01/2004 to 12/31/2004           $10.30           $11.80             87,968
    01/01/2005 to 12/31/2005           $11.80           $12.68             86,401
    01/01/2006 to 12/31/2006           $12.68           $14.06            216,242
    01/01/2007 to 12/31/2007           $14.06           $14.02            130,141
    01/01/2008 to 12/31/2008           $14.02            $8.82             68,810



                                     A-14






                                                                            Number of
                                        Accumulation     Accumulation      Accumulation
                                        Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                         Beginning of Period End of Period    End of Period
                                                              
-------------------------------------------------------------------------------------------
ProFund VP Mid-Cap Growth
    01/01/2003 to 12/31/2003                   --            $9.75            24,107
    01/01/2004 to 12/31/2004                $9.75           $10.70            80,520
    01/01/2005 to 12/31/2005               $10.70           $11.75           181,173
    01/01/2006 to 12/31/2006               $11.75           $12.06            55,706
    01/01/2007 to 12/31/2007               $12.06           $13.31            89,654
    01/01/2008 to 12/31/2008               $13.31            $8.04            62,780
-------------------------------------------------------------------------------------------
ProFund VP UltraMid-Cap
    01/01/2003 to 12/31/2003                   --            $9.62            34,556
    01/01/2004 to 12/31/2004                $9.62           $12.13           115,073
    01/01/2005 to 12/31/2005               $12.13           $14.12           150,869
    01/01/2006 to 12/31/2006               $14.12           $15.42           133,297
    01/01/2007 to 12/31/2007               $15.42           $16.14            93,025
    01/01/2008 to 12/31/2008               $16.14            $5.18           149,958
-------------------------------------------------------------------------------------------
ProFund VP Small-Cap Value
    01/01/2003 to 12/31/2003                   --            $9.46           105,751
    01/01/2004 to 12/31/2004                $9.46           $11.22           123,988
    01/01/2005 to 12/31/2005               $11.22           $11.52            53,564
    01/01/2006 to 12/31/2006               $11.52           $13.36           181,265
    01/01/2007 to 12/31/2007               $13.36           $12.24            56,109
    01/01/2008 to 12/31/2008               $12.24            $8.38            63,921
-------------------------------------------------------------------------------------------
ProFund VP Small-Cap Growth
    01/01/2003 to 12/31/2003                   --           $10.23            65,882
    01/01/2004 to 12/31/2004               $10.23           $12.11           237,000
    01/01/2005 to 12/31/2005               $12.11           $12.86           341,834
    01/01/2006 to 12/31/2006               $12.86           $13.79           103,542
    01/01/2007 to 12/31/2007               $13.79           $14.17            70,944
    01/01/2008 to 12/31/2008               $14.17            $9.23            89,300
-------------------------------------------------------------------------------------------
ProFund VP UltraSmall-Cap
    01/01/2000 to 12/31/2000                   --            $9.32             3,174
    01/01/2001 to 12/31/2001                $9.32            $8.50                 0
    01/01/2002 to 12/31/2002                $8.50            $4.82               953
    01/01/2003 to 12/31/2003                $4.82            $9.49            60,051
    01/01/2004 to 12/31/2004                $9.49           $12.28           143,175
    01/01/2005 to 12/31/2005               $12.28           $12.10            52,922
    01/01/2006 to 12/31/2006               $12.10           $15.06            56,197
    01/01/2007 to 12/31/2007               $15.06           $12.91            55,859
    01/01/2008 to 12/31/2008               $12.91            $4.31           126,179
-------------------------------------------------------------------------------------------
ProFund VP U.S. Government Plus
    01/01/2002 to 12/31/2002                   --           $11.59             1,005
    01/01/2003 to 12/31/2003               $11.59           $11.15            20,058
    01/01/2004 to 12/31/2004               $11.15           $11.91            42,782
    01/01/2005 to 12/31/2005               $11.91           $12.83           119,421
    01/01/2006 to 12/31/2006               $12.83           $12.09            50,469
    01/01/2007 to 12/31/2007               $12.09           $13.15           250,069
    01/01/2008 to 12/31/2008               $13.15           $19.44           169,486
-------------------------------------------------------------------------------------------
ProFund VP Rising Rates Opportunity
    01/01/2003 to 12/31/2003                   --            $7.61            78,428
    01/01/2004 to 12/31/2004                $7.61            $6.70           266,169
    01/01/2005 to 12/31/2005                $6.70            $6.09           302,979
    01/01/2006 to 12/31/2006                $6.09            $6.63           268,688
    01/01/2007 to 12/31/2007                $6.63            $6.20           268,294
    01/01/2008 to 12/31/2008                $6.20            $3.80           202,541



                                     A-15






                                                                                         Number of
                                                     Accumulation     Accumulation      Accumulation
                                                     Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                      Beginning of Period End of Period    End of Period
                                                                           
--------------------------------------------------------------------------------------------------------
ACCESS VP High Yield Fund
    05/02/2005* to 12/31/2005                           $10.00           $10.59           299,885
    01/01/2006 to 12/31/2006                            $10.59           $11.46            27,550
    01/01/2007 to 12/31/2007                            $11.46           $11.90           350,487
    01/01/2008 to 12/31/2008                            $11.90           $11.21            85,000
--------------------------------------------------------------------------------------------------------
First Trust Target Focus Four Portfolio
    01/01/2000 to 12/31/2000                                --            $7.44            32,451
    01/01/2001 to 12/31/2001                             $7.44            $4.73            31,543
    01/01/2002 to 12/31/2002                             $4.73            $2.95            23,080
    01/01/2003 to 12/31/2003                             $2.95            $3.99            22,064
    01/01/2004 to 12/31/2004                             $3.99            $4.38            33,075
    01/01/2005 to 12/31/2005                             $4.38            $4.35            14,496
    01/01/2006 to 12/31/2006                             $4.35            $4.47            19,492
    01/01/2007 to 12/31/2007                             $4.47            $4.67            73,318
    01/01/2008 to 12/31/2008                             $4.67            $2.59            70,049
--------------------------------------------------------------------------------------------------------
Target Managed VIP Portfolio
 formerly, First Trust Managed VIP
    01/01/2003 to 12/31/2003                                --           $13.20           476,951
    01/01/2004 to 12/31/2004                            $13.20           $14.64           695,591
    01/01/2005 to 12/31/2005                            $14.64           $15.50           732,183
    01/01/2006 to 12/31/2006                            $15.50           $17.07           751,781
    01/01/2007 to 12/31/2007                            $17.07           $18.45           676,438
    01/01/2008 to 12/31/2008                            $18.45           $10.05           229,477
--------------------------------------------------------------------------------------------------------
The DOW DART 10 Portfolio
 formerly, First Trust Dow Target 10
    01/01/2003 to 12/31/2003                                --           $12.05            10,069
    01/01/2004 to 12/31/2004                            $12.05           $12.35            24,245
    01/01/2005 to 12/31/2005                            $12.35           $11.81            25,001
    01/01/2006 to 12/31/2006                            $11.81           $14.64            50,230
    01/01/2007 to 12/31/2007                            $14.64           $14.55            42,707
    01/01/2008 to 12/31/2008                            $14.55           $10.27            13,353
--------------------------------------------------------------------------------------------------------
The DOW Target Dividend Portfolio
 formerly, First Trust Dow Target Dividend
    05/02/2005* to 12/31/2005                           $10.00            $9.79           290,983
    01/01/2006 to 12/31/2006                             $9.79           $11.42           415,893
    01/01/2007 to 12/31/2007                            $11.42           $11.40           397,672
    01/01/2008 to 12/31/2008                            $11.40            $6.69           263,193
--------------------------------------------------------------------------------------------------------
Global Dividend Target 15
 formerly, First Trust Global Dividend Target 15
    01/01/2003 to 12/31/2003                                --           $12.96             8,569
    01/01/2004 to 12/31/2004                            $12.96           $16.05            22,405
    01/01/2005 to 12/31/2005                            $16.05           $17.46            52,338
    01/01/2006 to 12/31/2006                            $17.46           $23.87           152,515
    01/01/2007 to 12/31/2007                            $23.87           $26.71           239,619
    01/01/2008 to 12/31/2008                            $26.71           $15.09           114,200
--------------------------------------------------------------------------------------------------------
S&P Target 24 Portfolio
 formerly, First Trust S&P Target 24
    01/01/2003 to 12/31/2003                                --           $11.89             5,532
    01/01/2004 to 12/31/2004                            $11.89           $13.34            43,536
    01/01/2005 to 12/31/2005                            $13.34           $13.72            46,537
    01/01/2006 to 12/31/2006                            $13.72           $13.94            45,207
    01/01/2007 to 12/31/2007                            $13.94           $14.35            57,244
    01/01/2008 to 12/31/2008                            $14.35           $10.21            32,217



                                     A-16






                                                                                      Number of
                                                  Accumulation     Accumulation      Accumulation
                                                  Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                   Beginning of Period End of Period    End of Period
                                                                        
-----------------------------------------------------------------------------------------------------
NASDAQ Target 15 Portfolio
 formerly, First Trust NASDAQ Target 15
    01/01/2004 to 12/31/2004                             --           $12.54              7,266
    01/01/2005 to 12/31/2005                         $12.54           $12.79             10,385
    01/01/2006 to 12/31/2006                         $12.79           $13.76             15,488
    01/01/2007 to 12/31/2007                         $13.76           $16.54             27,898
    01/01/2008 to 12/31/2008                         $16.54            $8.02             34,032
-----------------------------------------------------------------------------------------------------
Value Line Target 25 Portfolio
 formerly, First Trust Value Line Target 25
    01/01/2004 to 12/31/2004                             --           $16.61             33,213
    01/01/2005 to 12/31/2005                         $16.61           $19.64            130,528
    01/01/2006 to 12/31/2006                         $19.64           $19.95            178,140
    01/01/2007 to 12/31/2007                         $19.95           $23.28            204,229
    01/01/2008 to 12/31/2008                         $23.28           $10.39            181,230
-----------------------------------------------------------------------------------------------------
ProFund VP Large-Cap Growth
    01/01/2005 to 12/31/2005                         $10.38           $10.35             98,334
    01/01/2006 to 12/31/2006                         $10.35           $11.14             87,853
    01/01/2007 to 12/31/2007                         $11.14           $11.77            111,093
    01/01/2008 to 12/31/2008                         $11.77            $7.49            123,085
-----------------------------------------------------------------------------------------------------
ProFund VP Large-Cap Value
    01/01/2004 to 12/31/2004                             --           $10.37              3,839
    01/01/2005 to 12/31/2005                         $10.37           $10.55            131,174
    01/01/2006 to 12/31/2006                         $10.55           $12.37            296,094
    01/01/2007 to 12/31/2007                         $12.37           $12.23            172,527
    01/01/2008 to 12/31/2008                         $12.23            $7.19            138,391
-----------------------------------------------------------------------------------------------------
ProFund VP Short Mid-Cap
    01/01/2004 to 12/31/2004                             --            $9.70                571
    01/01/2005 to 12/31/2005                          $9.70            $8.67                975
    01/01/2006 to 12/31/2006                          $8.67            $8.26              4,948
    01/01/2007 to 12/31/2007                          $8.26            $7.92             17,295
    01/01/2008 to 12/31/2008                          $7.92           $10.31             19,300
-----------------------------------------------------------------------------------------------------
ProFund VP Short Small-Cap
    01/01/2004 to 12/31/2004                             --            $9.55              7,859
    01/01/2005 to 12/31/2005                          $9.55            $9.15             11,578
    01/01/2006 to 12/31/2006                          $9.15            $7.97              6,984
    01/01/2007 to 12/31/2007                          $7.97            $8.23             35,184
    01/01/2008 to 12/31/2008                          $8.23           $10.08             25,904
-----------------------------------------------------------------------------------------------------
Prudential SP International Growth Portfolio
    01/01/2004 to 12/31/2004                             --           $10.53             18,568
    01/01/2005 to 12/31/2005                         $10.53           $12.10             32,119
    01/01/2006 to 12/31/2006                         $12.10           $14.47            100,114
    01/01/2007 to 12/31/2007                         $14.47           $17.08            109,207
    01/01/2008 to 12/31/2008                         $17.08            $8.38             53,085
-----------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                        $10.00           $10.00            171,403
    01/01/2006 to 12/31/2006                         $10.00           $11.42          1,094,157
    01/01/2007 to 12/31/2007                         $11.42           $12.36          1,458,079
    01/01/2008 to 12/31/2008                         $12.36            $7.04          1,329,693
-----------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                        $10.00           $10.01            403,183
    01/01/2006 to 12/31/2006                         $10.01           $11.24          4,226,992
    01/01/2007 to 12/31/2007                         $11.24           $12.18          5,738,690
    01/01/2008 to 12/31/2008                         $12.18            $7.82          6,696,087



                                     A-17






                                                                                               Number of
                                                           Accumulation     Accumulation      Accumulation
                                                           Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                            Beginning of Period End of Period    End of Period
                                                                                 
--------------------------------------------------------------------------------------------------------------
AST Academic Strategies Asset Allocation Portfolio
 formerly, AST Balanced Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.02             405,782
    01/01/2006 to 12/31/2006                                  $10.02           $11.06           3,716,970
    01/01/2007 to 12/31/2007                                  $11.06           $11.93           5,006,440
    01/01/2008 to 12/31/2008                                  $11.93            $8.03           6,104,215
--------------------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
 formerly, AST Conservative Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.03              53,897
    01/01/2006 to 12/31/2006                                  $10.03           $10.95           1,008,771
    01/01/2007 to 12/31/2007                                  $10.95           $11.79           1,635,321
    01/01/2008 to 12/31/2008                                  $11.79            $8.30           3,896,032
--------------------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.04             215,280
    01/01/2006 to 12/31/2006                                  $10.04           $10.70             443,968
    01/01/2007 to 12/31/2007                                  $10.70           $11.49             649,597
    01/01/2008 to 12/31/2008                                  $11.49            $9.14           3,492,156
--------------------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    03/20/2006* to 12/31/2006                                 $10.00           $10.69             795,953
    01/01/2007 to 12/31/2007                                  $10.69           $11.56           1,509,134
    01/01/2008 to 12/31/2008                                  $11.56            $8.02           2,921,992
--------------------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    03/20/2006* to 12/31/2006                                 $10.00           $10.61             563,523
    01/01/2007 to 12/31/2007                                  $10.61           $11.38           1,273,685
    01/01/2008 to 12/31/2008                                  $11.38            $7.36           2,512,483
--------------------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Target Portfolio
    03/20/2006* to 12/31/2006                                 $10.00           $10.52             510,953
    01/01/2007 to 12/31/2007                                  $10.52           $11.57           1,352,476
    01/01/2008 to 12/31/2008                                  $11.57            $6.77           2,352,959
--------------------------------------------------------------------------------------------------------------
AST CLS Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                 $10.00           $11.51              31,450
    01/01/2008 to 12/31/2008                                  $11.51            $7.37             468,660
--------------------------------------------------------------------------------------------------------------
AST CLS Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                 $10.00           $10.04                   0
    01/01/2008 to 12/31/2008                                  $10.04            $7.19           1,187,445
--------------------------------------------------------------------------------------------------------------
AST Horizon Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                 $10.00           $10.19                   0
    01/01/2008 to 12/31/2008                                  $10.19            $6.98             399,983
--------------------------------------------------------------------------------------------------------------
AST Horizon Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                 $10.00           $10.17                   0
    01/01/2008 to 12/31/2008                                  $10.17            $7.62             580,121
--------------------------------------------------------------------------------------------------------------
AST Niemann Capital Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                 $10.00           $10.00               7,406
    01/01/2008 to 12/31/2008                                  $10.00            $7.19             357,647
--------------------------------------------------------------------------------------------------------------
AST Western Asset Core Plus Bond Portfolio
    11/19/2007* to 12/31/2007                                 $10.00            $9.98              48,832
    01/01/2008 to 12/31/2008                                   $9.98            $9.35             677,200
--------------------------------------------------------------------------------------------------------------
AST Investment Grade Bond Portfolio
    01/28/2008* to 12/31/2008                                 $10.00           $10.77          17,534,926
--------------------------------------------------------------------------------------------------------------
AST Bond Portfolio 2015
    01/28/2008* to 12/31/2008                                 $10.00           $11.36              23,691



                                     A-18






                                                                                              Number of
                                                          Accumulation     Accumulation      Accumulation
                                                          Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                           Beginning of Period End of Period    End of Period
                                                                                
-------------------------------------------------------------------------------------------------------------
AST Bond Portfolio 2018
    01/28/2008* to 12/31/2008                                $10.00           $12.10              3,739
-------------------------------------------------------------------------------------------------------------
AST Bond Portfolio 2019
    01/28/2008* to 12/31/2008                                $10.00           $12.17             18,903
-------------------------------------------------------------------------------------------------------------
AST Global Real Estate Portfolio
    07/21/2008* to 12/31/2008                                $10.18            $6.12             18,489
-------------------------------------------------------------------------------------------------------------
AST Parametric Emerging Markets Equity Portfolio
    07/21/2008* to 12/31/2008                                $10.10            $5.58             25,631
-------------------------------------------------------------------------------------------------------------
AST Focus Four Plus Portfolio
    07/21/2008* to 12/31/2008                                $10.00            $7.49            330,061
-------------------------------------------------------------------------------------------------------------
Franklin Templeton VIP Founding Funds Allocation Fund
    05/01/2008* to 12/31/2008                                $10.08            $6.66          1,369,089




 *  Denotes the start date of these sub-accounts.

                                    ASAP III
                Prudential Annuities Life Assurance Corporation
                                   Prospectus

            ACCUMULATION UNIT VALUES: With LT5, HDV and EBP (2.60%)





                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                 Beginning of Period End of Period    End of Period
                                                                      
---------------------------------------------------------------------------------------------------
AST JPMorgan International Equity Portfolio
    03/14/2005 to 12/31/2005                        $9.91           $10.57                0
    01/01/2006 to 12/31/2006                       $10.57           $12.64                0
    01/01/2007 to 12/31/2007                       $12.64           $13.47                0
    01/01/2008 to 12/31/2008                       $13.47            $7.69              142
---------------------------------------------------------------------------------------------------
AST International Growth Portfolio
    03/14/2005 to 12/31/2005                        $9.92           $11.20                0
    01/01/2006 to 12/31/2006                       $11.20           $13.19                0
    01/01/2007 to 12/31/2007                       $13.19           $15.30                0
    01/01/2008 to 12/31/2008                       $15.30            $7.41            1,600
---------------------------------------------------------------------------------------------------
AST International Value Portfolio
    03/14/2005 to 12/31/2005                        $9.92           $10.62                0
    01/01/2006 to 12/31/2006                       $10.62           $13.19                0
    01/01/2007 to 12/31/2007                       $13.19           $15.13                0
    01/01/2008 to 12/31/2008                       $15.13            $8.25              676
---------------------------------------------------------------------------------------------------
AST MFS Global Equity Portfolio
    03/14/2005 to 12/31/2005                        $9.97           $10.39                0
    01/01/2006 to 12/31/2006                       $10.39           $12.59                0
    01/01/2007 to 12/31/2007                       $12.59           $13.41                0
    01/01/2008 to 12/31/2008                       $13.41            $8.62              186
---------------------------------------------------------------------------------------------------
AST Small-Cap Growth Portfolio
    03/14/2005 to 12/31/2005                       $10.04           $10.35                0
    01/01/2006 to 12/31/2006                       $10.35           $11.35                0
    01/01/2007 to 12/31/2007                       $11.35           $11.84                0
    01/01/2008 to 12/31/2008                       $11.84            $7.50              729



                                     A-19






                                                                                                Number of
                                                            Accumulation     Accumulation      Accumulation
                                                            Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                             Beginning of Period End of Period    End of Period
                                                                                  
---------------------------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth Portfolio
    03/14/2005 to 12/31/2005                                   $10.01           $10.23                 0
    01/01/2006 to 12/31/2006                                   $10.23           $10.74                 0
    01/01/2007 to 12/31/2007                                   $10.74           $12.41                 0
    01/01/2008 to 12/31/2008                                   $12.41            $6.95                 0
---------------------------------------------------------------------------------------------------------------
AST Federated Aggressive Growth Portfolio
    03/14/2005 to 12/31/2005                                   $10.00           $10.87                 0
    01/01/2006 to 12/31/2006                                   $10.87           $11.96                 0
    01/01/2007 to 12/31/2007                                   $11.96           $12.95                 0
    01/01/2008 to 12/31/2008                                   $12.95            $7.05               926
---------------------------------------------------------------------------------------------------------------
AST Small-Cap Value Portfolio
    03/14/2005 to 12/31/2005                                   $10.05           $10.56                 0
    01/01/2006 to 12/31/2006                                   $10.56           $12.35                 0
    01/01/2007 to 12/31/2007                                   $12.35           $11.35                 0
    01/01/2008 to 12/31/2008                                   $11.35            $7.77             1,446
---------------------------------------------------------------------------------------------------------------
AST DeAm Small-Cap Value Portfolio
    03/14/2005 to 12/31/2005                                   $10.04            $9.94                 0
    01/01/2006 to 12/31/2006                                    $9.94           $11.61                 0
    01/01/2007 to 12/31/2007                                   $11.61            $9.30                 0
    01/01/2008 to 07/18/2008                                    $9.30            $8.47                 0
---------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth Portfolio
    03/14/2005 to 12/31/2005                                   $10.00           $10.49                 0
    01/01/2006 to 12/31/2006                                   $10.49           $10.86                 0
    01/01/2007 to 12/31/2007                                   $10.86           $12.63                 0
    01/01/2008 to 12/31/2008                                   $12.63            $7.28               838
---------------------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth Portfolio
    03/14/2005 to 12/31/2005                                   $10.05           $11.25                 0
    01/01/2006 to 12/31/2006                                   $11.25           $12.49                 0
    01/01/2007 to 12/31/2007                                   $12.49           $14.87                 0
    01/01/2008 to 12/31/2008                                   $14.87            $8.23             2,895
---------------------------------------------------------------------------------------------------------------
AST Neuberger Berman/LSV Mid-Cap Value Portfolio
 formerly, AST Neuberger Berman Mid-Cap Value Portfolio
    03/14/2005 to 12/31/2005                                   $10.02           $10.80                 0
    01/01/2006 to 12/31/2006                                   $10.80           $11.65                 0
    01/01/2007 to 12/31/2007                                   $11.65           $11.70                 0
    01/01/2008 to 12/31/2008                                   $11.70            $6.58               171
---------------------------------------------------------------------------------------------------------------
AST Alger All-Cap Growth Portfolio
    03/14/2005 to 12/02/2005                                   $10.09           $11.63                 0
---------------------------------------------------------------------------------------------------------------
AST Mid-Cap Value Portfolio
    03/14/2005 to 12/31/2005                                   $10.06           $10.27                 0
    01/01/2006 to 12/31/2006                                   $10.27           $11.43                 0
    01/01/2007 to 12/31/2007                                   $11.43           $11.44                 0
    01/01/2008 to 12/31/2008                                   $11.44            $6.89            17,449
---------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources Portfolio
    03/14/2005 to 12/31/2005                                   $10.00           $11.65                 0
    01/01/2006 to 12/31/2006                                   $11.65           $13.14                 0
    01/01/2007 to 12/31/2007                                   $13.14           $17.98                 0
    01/01/2008 to 12/31/2008                                   $17.98            $8.76            14,678
---------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap Growth Portfolio
    03/14/2005 to 12/31/2005                                   $10.02           $12.02                 0
    01/01/2006 to 12/31/2006                                   $12.02           $12.37                 0
    01/01/2007 to 12/31/2007                                   $12.37           $13.04                 0
    01/01/2008 to 12/31/2008                                   $13.04            $7.55             1,837



                                     A-20






                                                                                                     Number of
                                                                 Accumulation     Accumulation      Accumulation
                                                                 Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                                  Beginning of Period End of Period    End of Period
                                                                                       
--------------------------------------------------------------------------------------------------------------------
AST MFS Growth Portfolio
    03/14/2005 to 12/31/2005                                        $10.04           $10.67                 0
    01/01/2006 to 12/31/2006                                        $10.67           $11.40                 0
    01/01/2007 to 12/31/2007                                        $11.40           $12.78                 0
    01/01/2008 to 12/31/2008                                        $12.78            $7.93                 0
--------------------------------------------------------------------------------------------------------------------
AST Marsico Capital Growth Portfolio
    03/14/2005 to 12/31/2005                                        $10.13           $10.82                 0
    01/01/2006 to 12/31/2006                                        $10.82           $11.30                 0
    01/01/2007 to 12/31/2007                                        $11.30           $12.65                 0
    01/01/2008 to 12/31/2008                                        $12.65            $6.94             2,548
--------------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth Portfolio
    03/14/2005 to 12/31/2005                                        $10.03           $10.67                 0
    01/01/2006 to 12/31/2006                                        $10.67           $11.44                 0
    01/01/2007 to 12/31/2007                                        $11.44           $12.69                 0
    01/01/2008 to 12/31/2008                                        $12.69            $7.39             3,903
--------------------------------------------------------------------------------------------------------------------
AST DeAm Large-Cap Value Portfolio
    03/14/2005 to 12/31/2005                                        $10.08           $10.63                 0
    01/01/2006 to 12/31/2006                                        $10.63           $12.60                 0
    01/01/2007 to 12/31/2007                                        $12.60           $12.42                 0
    01/01/2008 to 12/31/2008                                        $12.42            $7.58               644
--------------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value Portfolio
    03/14/2005 to 12/02/2005                                        $10.05           $11.24                 0
--------------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Core Value Portfolio
    03/14/2005 to 12/31/2005                                        $10.08           $10.23                 0
    01/01/2006 to 12/31/2006                                        $10.23           $12.09                 0
    01/01/2007 to 12/31/2007                                        $12.09           $11.36                 0
    01/01/2008 to 12/31/2008                                        $11.36            $6.43               168
--------------------------------------------------------------------------------------------------------------------
AST Cohen & Steers Realty Portfolio
    03/14/2005 to 12/31/2005                                        $10.15           $11.92                 0
    01/01/2006 to 12/31/2006                                        $11.92           $15.88                 0
    01/01/2007 to 12/31/2007                                        $15.88           $12.38                 0
    01/01/2008 to 12/31/2008                                        $12.38            $7.83            14,578
--------------------------------------------------------------------------------------------------------------------
AST QMA US Equity Alpha
 formerly, AST AllianceBernstein Managed Index 500 Portfolio
    03/14/2005 to 12/31/2005                                        $10.05           $10.32                 0
    01/01/2006 to 12/31/2006                                        $10.32           $11.32                 0
    01/01/2007 to 12/31/2007                                        $11.32           $11.25                 0
    01/01/2008 to 12/31/2008                                        $11.25            $6.72                 0
--------------------------------------------------------------------------------------------------------------------
AST American Century Income & Growth Portfolio
    03/14/2005 to 12/31/2005                                        $10.07           $10.25                 0
    01/01/2006 to 12/31/2006                                        $10.25           $11.67                 0
    01/01/2007 to 12/31/2007                                        $11.67           $11.35                 0
    01/01/2008 to 12/31/2008                                        $11.35            $7.21                 0
--------------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth & Income Portfolio
    03/14/2005 to 12/31/2005                                        $10.05           $10.18                 0
    01/01/2006 to 12/31/2006                                        $10.18           $11.63                 0
    01/01/2007 to 12/31/2007                                        $11.63           $11.91                 0
    01/01/2008 to 12/31/2008                                        $11.91            $6.88             2,685
--------------------------------------------------------------------------------------------------------------------
AST Large-Cap Value Portfolio
    03/14/2005 to 12/31/2005                                        $10.08           $10.47                 0
    01/01/2006 to 12/31/2006                                        $10.47           $12.08                 0
    01/01/2007 to 12/31/2007                                        $12.08           $11.42                 0
    01/01/2008 to 12/31/2008                                        $11.42            $6.51             2,177



                                     A-21






                                                                                                       Number of
                                                                   Accumulation     Accumulation      Accumulation
                                                                   Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                                    Beginning of Period End of Period    End of Period
                                                                                         
----------------------------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha Portfolio
    03/14/2005 to 12/31/2005                                          $10.01           $10.54                 0
    01/01/2006 to 12/31/2006                                          $10.54           $11.41                 0
    01/01/2007 to 12/31/2007                                          $11.41           $11.33                 0
    01/01/2008 to 12/31/2008                                          $11.33            $9.09            81,669
----------------------------------------------------------------------------------------------------------------------
AST Schroders Multi-Asset World Strategies Portfolio
 formerly, AST American Century Strategic Allocation Portfolio
    03/14/2005 to 12/31/2005                                          $10.04           $10.23                 0
    01/01/2006 to 12/31/2006                                          $10.23           $10.93                 0
    01/01/2007 to 12/31/2007                                          $10.93           $11.60                 0
    01/01/2008 to 12/31/2008                                          $11.60            $7.88             8,027
----------------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation Portfolio
    03/14/2005 to 12/31/2005                                          $10.03           $10.27                 0
    01/01/2006 to 12/31/2006                                          $10.27           $11.26                 0
    01/01/2007 to 12/31/2007                                          $11.26           $11.66                 0
    01/01/2008 to 12/31/2008                                          $11.66            $8.41            55,303
----------------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond Portfolio
    03/14/2005 to 12/31/2005                                           $9.95            $9.37                 0
    01/01/2006 to 12/31/2006                                           $9.37            $9.70                 0
    01/01/2007 to 12/31/2007                                           $9.70           $10.36                 0
    01/01/2008 to 12/31/2008                                          $10.36            $9.85             8,317
----------------------------------------------------------------------------------------------------------------------
AST High Yield Portfolio
    03/14/2005 to 12/31/2005                                           $9.98            $9.78                 0
    01/01/2006 to 12/31/2006                                           $9.78           $10.51                 0
    01/01/2007 to 12/31/2007                                          $10.51           $10.49                 0
    01/01/2008 to 12/31/2008                                          $10.49            $7.61               427
----------------------------------------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture Portfolio
    03/14/2005 to 12/31/2005                                          $10.00            $9.87                 0
    01/01/2006 to 12/31/2006                                           $9.87           $10.56                 0
    01/01/2007 to 12/31/2007                                          $10.56           $10.91                 0
    01/01/2008 to 12/31/2008                                          $10.91            $8.15               128
----------------------------------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond Portfolio
    03/14/2005 to 12/31/2005                                           $9.99           $10.07                 0
    01/01/2006 to 12/31/2006                                          $10.07           $10.17                 0
    01/01/2007 to 12/31/2007                                          $10.17           $10.73                 0
    01/01/2008 to 12/31/2008                                          $10.73           $10.22            46,623
----------------------------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond Portfolio
    03/14/2005 to 12/31/2005                                          $10.00            $9.98                 0
    01/01/2006 to 12/31/2006                                           $9.98           $10.09                 0
    01/01/2007 to 12/31/2007                                          $10.09           $10.49                 0
    01/01/2008 to 12/31/2008                                          $10.49           $10.34            49,868
----------------------------------------------------------------------------------------------------------------------
AST Money Market Portfolio
    03/14/2005 to 12/31/2005                                          $10.00           $10.02                 0
    01/01/2006 to 12/31/2006                                          $10.02           $10.21                 0
    01/01/2007 to 12/31/2007                                          $10.21           $10.43                 0
    01/01/2008 to 12/31/2008                                          $10.43           $10.41           195,019
----------------------------------------------------------------------------------------------------------------------
Gartmore NVIT Developing Markets
    03/14/2005 to 12/31/2005                                           $9.88           $11.97                 0
    01/01/2006 to 12/31/2006                                          $11.97           $15.69                 0
    01/01/2007 to 12/31/2007                                          $15.69           $21.92                 0
    01/01/2008 to 12/31/2008                                          $21.92            $9.00             1,371



                                     A-22






                                                                               Number of
                                           Accumulation     Accumulation      Accumulation
                                           Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                            Beginning of Period End of Period    End of Period
                                                                 
----------------------------------------------------------------------------------------------
Wells Fargo Advantage VT Equity Income
    03/14/2005 to 12/31/2005                  $10.07           $10.12                0
    01/01/2006 to 12/31/2006                  $10.12           $11.68                0
    01/01/2007 to 12/31/2007                  $11.68           $11.70                0
    01/01/2008 to 12/31/2008                  $11.70            $7.24                0
----------------------------------------------------------------------------------------------
AIM V.I. Dynamics Fund
    03/14/2005 to 12/31/2005                  $10.05           $10.83                0
    01/01/2006 to 12/31/2006                  $10.83           $12.25                0
    01/01/2007 to 12/31/2007                  $12.25           $13.38                0
    01/01/2008 to 12/31/2008                  $13.38            $6.77              221
----------------------------------------------------------------------------------------------
AIM V.I. Technology Fund
    03/14/2005 to 12/31/2005                  $10.00           $10.64                0
    01/01/2006 to 12/31/2006                  $10.64           $11.45                0
    01/01/2007 to 12/31/2007                  $11.45           $12.01                0
    01/01/2008 to 12/31/2008                  $12.01            $6.49                0
----------------------------------------------------------------------------------------------
AIM V.I. Global Health Care
    03/14/2005 to 12/31/2005                  $10.06           $11.08                0
    01/01/2006 to 12/31/2006                  $11.08           $11.36                0
    01/01/2007 to 12/31/2007                  $11.36           $12.37                0
    01/01/2008 to 12/31/2008                  $12.37            $8.60            1,326
----------------------------------------------------------------------------------------------
AIM V.I. Financial Services Fund
    03/14/2005 to 12/31/2005                  $10.06           $10.66                0
    01/01/2006 to 12/31/2006                  $10.66           $12.09                0
    01/01/2007 to 12/31/2007                  $12.09            $9.16                0
    01/01/2008 to 12/31/2008                   $9.16            $3.62            3,450
----------------------------------------------------------------------------------------------
Evergreen VA International Equity Fund
    03/14/2005 to 12/31/2005                   $9.90           $10.92                0
    01/01/2006 to 12/31/2006                  $10.92           $13.09                0
    01/01/2007 to 12/31/2007                  $13.09           $14.67                0
    01/01/2008 to 12/31/2008                  $14.67            $8.36                0
----------------------------------------------------------------------------------------------
Evergreen VA Special Equity Fund
    03/14/2005 to 04/15/2005                  $10.03            $9.26                0
----------------------------------------------------------------------------------------------
Evergreen VA Omega Fund
    03/14/2005 to 12/31/2005                  $10.02           $10.53                0
    01/01/2006 to 12/31/2006                  $10.53           $10.87                0
    01/01/2007 to 12/31/2007                  $10.87           $11.86                0
    01/01/2008 to 12/31/2008                  $11.86            $8.41              103
----------------------------------------------------------------------------------------------
Evergreen VA Growth Fund
    04/15/2005* to 12/31/2005                  $9.82           $11.36                0
    01/01/2006 to 12/31/2006                  $11.36           $12.29                0
    01/01/2007 to 12/31/2007                  $12.29           $13.29                0
    01/01/2008 to 12/31/2008                  $13.29            $7.62                0
----------------------------------------------------------------------------------------------
ProFund VP Europe 30
    03/14/2005 to 12/31/2005                   $9.99           $10.45                0
    01/01/2006 to 12/31/2006                  $10.45           $11.96                0
    01/01/2007 to 12/31/2007                  $11.96           $13.35                0
    01/01/2008 to 12/31/2008                  $13.35            $7.28                0
----------------------------------------------------------------------------------------------
ProFund VP Asia 30
    03/14/2005 to 12/31/2005                  $10.00           $11.13                0
    01/01/2006 to 12/31/2006                  $11.13           $15.11                0
    01/01/2007 to 12/31/2007                  $15.11           $21.73                0
    01/01/2008 to 12/31/2008                  $21.73           $10.41                0



                                     A-23






                                                                            Number of
                                        Accumulation     Accumulation      Accumulation
                                        Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                         Beginning of Period End of Period    End of Period
                                                              
-------------------------------------------------------------------------------------------
ProFund VP Japan
    03/14/2005 to 12/31/2005                $9.95           $13.42              0
    01/01/2006 to 12/31/2006               $13.42           $14.49              0
    01/01/2007 to 12/31/2007               $14.49           $12.70              0
    01/01/2008 to 12/31/2008               $12.70            $7.32              0
-------------------------------------------------------------------------------------------
ProFund VP Banks
    03/14/2005 to 12/31/2005               $10.08           $10.13              0
    01/01/2006 to 12/31/2006               $10.13           $11.39              0
    01/01/2007 to 12/31/2007               $11.39            $8.07              0
    01/01/2008 to 12/31/2008                $8.07            $4.17              0
-------------------------------------------------------------------------------------------
ProFund VP Basic Materials
    03/14/2005 to 12/31/2005                $9.98            $9.51              0
    01/01/2006 to 12/31/2006                $9.51           $10.70              0
    01/01/2007 to 12/31/2007               $10.70           $13.61              0
    01/01/2008 to 12/31/2008               $13.61            $6.44              0
-------------------------------------------------------------------------------------------
ProFund VP Biotechnology
    03/14/2005 to 12/31/2005               $10.48           $13.53              0
    01/01/2006 to 12/31/2006               $13.53           $12.64              0
    01/01/2007 to 12/31/2007               $12.64           $12.17              0
    01/01/2008 to 12/31/2008               $12.17           $12.07              0
-------------------------------------------------------------------------------------------
ProFund VP Consumer Services
    03/14/2005 to 12/31/2005               $10.04            $9.70              0
    01/01/2006 to 12/31/2006                $9.70           $10.58              0
    01/01/2007 to 12/31/2007               $10.58            $9.45              0
    01/01/2008 to 12/31/2008                $9.45            $6.32              0
-------------------------------------------------------------------------------------------
ProFund VP Consumer Goods Portfolio
    03/14/2005 to 12/31/2005               $10.03            $9.76              0
    01/01/2006 to 12/31/2006                $9.76           $10.71              0
    01/01/2007 to 12/31/2007               $10.71           $11.22              0
    01/01/2008 to 12/31/2008               $11.22            $8.01              0
-------------------------------------------------------------------------------------------
ProFund VP Oil & Gas
    03/14/2005 to 12/31/2005               $10.07           $10.96              0
    01/01/2006 to 12/31/2006               $10.96           $12.88              0
    01/01/2007 to 12/31/2007               $12.88           $16.61              0
    01/01/2008 to 12/31/2008               $16.61           $10.20              0
-------------------------------------------------------------------------------------------
ProFund VP Financials
    03/14/2005 to 12/31/2005               $10.08           $10.56              0
    01/01/2006 to 12/31/2006               $10.56           $12.07              0
    01/01/2007 to 12/31/2007               $12.07            $9.51              0
    01/01/2008 to 12/31/2008                $9.51            $4.58              0
-------------------------------------------------------------------------------------------
ProFund VP Health Care
    03/14/2005 to 12/31/2005               $10.09           $10.49              0
    01/01/2006 to 12/31/2006               $10.49           $10.76              0
    01/01/2007 to 12/31/2007               $10.76           $11.17              0
    01/01/2008 to 12/31/2008               $11.17            $8.23              0
-------------------------------------------------------------------------------------------
ProFund VP Industrials
    03/14/2005 to 12/31/2005               $10.06           $10.10              0
    01/01/2006 to 12/31/2006               $10.10           $10.98              0
    01/01/2007 to 12/31/2007               $10.98           $11.95              0
    01/01/2008 to 12/31/2008               $11.95            $6.92              0



                                     A-24






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                     Beginning of Period End of Period    End of Period
                                                          
---------------------------------------------------------------------------------------
ProFund VP Internet
    03/14/2005 to 12/31/2005            $9.94           $12.76              0
    01/01/2006 to 12/31/2006           $12.76           $12.59              0
    01/01/2007 to 12/31/2007           $12.59           $13.51              0
    01/01/2008 to 12/31/2008           $13.51            $7.26              0
---------------------------------------------------------------------------------------
ProFund VP Pharmaceuticals
    03/14/2005 to 12/31/2005           $10.02            $9.47              0
    01/01/2006 to 12/31/2006            $9.47           $10.35              0
    01/01/2007 to 12/31/2007           $10.35           $10.31              0
    01/01/2008 to 12/31/2008           $10.31            $8.08              0
---------------------------------------------------------------------------------------
ProFund VP Precious Metals
    03/14/2005 to 12/31/2005            $9.89           $12.04              0
    01/01/2006 to 12/31/2006           $12.04           $12.59              0
    01/01/2007 to 12/31/2007           $12.59           $15.01              0
    01/01/2008 to 12/31/2008           $15.01           $10.12              0
---------------------------------------------------------------------------------------
ProFund VP Real Estate
    03/14/2005 to 12/31/2005           $10.15           $11.21              0
    01/01/2006 to 12/31/2006           $11.21           $14.47              0
    01/01/2007 to 12/31/2007           $14.47           $11.33              0
    01/01/2008 to 12/31/2008           $11.33            $6.48              0
---------------------------------------------------------------------------------------
ProFund VP Semiconductor
    03/14/2005 to 12/31/2005           $10.04           $10.68              0
    01/01/2006 to 12/31/2006           $10.68            $9.67              0
    01/01/2007 to 12/31/2007            $9.67           $10.08              0
    01/01/2008 to 12/31/2008           $10.08            $4.93              0
---------------------------------------------------------------------------------------
ProFund VP Technology
    03/14/2005 to 12/31/2005           $10.03           $10.57              0
    01/01/2006 to 12/31/2006           $10.57           $11.13              0
    01/01/2007 to 12/31/2007           $11.13           $12.40              0
    01/01/2008 to 12/31/2008           $12.40            $6.72              0
---------------------------------------------------------------------------------------
ProFund VP Telecommunications
    03/14/2005 to 12/31/2005           $10.03            $9.77              0
    01/01/2006 to 12/31/2006            $9.77           $12.78              0
    01/01/2007 to 12/31/2007           $12.78           $13.49              0
    01/01/2008 to 12/31/2008           $13.49            $8.61              0
---------------------------------------------------------------------------------------
ProFund VP Utilities
    03/14/2005 to 12/31/2005           $10.17           $10.64              0
    01/01/2006 to 12/31/2006           $10.64           $12.35              0
    01/01/2007 to 12/31/2007           $12.35           $13.93              0
    01/01/2008 to 12/31/2008           $13.93            $9.40              0
---------------------------------------------------------------------------------------
ProFund VP Bull
    03/14/2005 to 12/31/2005           $10.05           $10.15              0
    01/01/2006 to 12/31/2006           $10.15           $11.24              0
    01/01/2007 to 12/31/2007           $11.24           $11.34              0
    01/01/2008 to 12/31/2008           $11.34            $6.88              0
---------------------------------------------------------------------------------------
ProFund VP Bear
    03/14/2005 to 12/31/2005            $9.94            $9.57              0
    01/01/2006 to 12/31/2006            $9.57            $8.63              0
    01/01/2007 to 12/31/2007            $8.63            $8.45              0
    01/01/2008 to 12/31/2008            $8.45           $11.52              0



                                     A-25






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                     Beginning of Period End of Period    End of Period
                                                          
---------------------------------------------------------------------------------------
ProFund VP UltraBull
    03/14/2005 to 12/31/2005           $10.11           $10.28              0
    01/01/2006 to 12/31/2006           $10.28           $12.32              0
    01/01/2007 to 12/31/2007           $12.32           $12.10              0
    01/01/2008 to 12/31/2008           $12.10            $3.84              0
---------------------------------------------------------------------------------------
ProFund VP NASDAQ-100
    03/14/2005 to 12/31/2005           $10.06           $10.59              0
    01/01/2006 to 12/31/2006           $10.59           $10.88              0
    01/01/2007 to 12/31/2007           $10.88           $12.46              0
    01/01/2008 to 12/31/2008           $12.46            $6.98              0
---------------------------------------------------------------------------------------
ProFund VP Short NASDAQ-100
    03/14/2005 to 12/31/2005            $9.94            $9.17              0
    01/01/2006 to 12/31/2006            $9.17            $8.81              0
    01/01/2007 to 12/31/2007            $8.81            $7.59              0
    01/01/2008 to 12/31/2008            $7.59           $10.95              0
---------------------------------------------------------------------------------------
ProFund VP UltraNASDAQ-100
    03/14/2005 to 12/31/2005           $10.15           $11.08              0
    01/01/2006 to 12/31/2006           $11.08           $11.32              0
    01/01/2007 to 12/31/2007           $11.32           $14.16              0
    01/01/2008 to 12/31/2008           $14.16            $3.76              0
---------------------------------------------------------------------------------------
ProFund VP Mid-Cap Value
    03/14/2005 to 12/31/2005           $10.10           $10.63              0
    01/01/2006 to 12/31/2006           $10.63           $11.63              0
    01/01/2007 to 12/31/2007           $11.63           $11.44              0
    01/01/2008 to 12/31/2008           $11.44            $7.10              0
---------------------------------------------------------------------------------------
ProFund VP Mid-Cap Growth
    03/14/2005 to 12/31/2005           $10.06           $10.79              0
    01/01/2006 to 12/31/2006           $10.79           $10.93              0
    01/01/2007 to 12/31/2007           $10.93           $11.89              0
    01/01/2008 to 12/31/2008           $11.89            $7.09              0
---------------------------------------------------------------------------------------
ProFund VP UltraMid-Cap
    03/14/2005 to 12/31/2005           $10.15           $11.42              0
    01/01/2006 to 12/31/2006           $11.42           $12.31              0
    01/01/2007 to 12/31/2007           $12.31           $12.70              0
    01/01/2008 to 12/31/2008           $12.70            $4.02              0
---------------------------------------------------------------------------------------
ProFund VP Small-Cap Value
    03/14/2005 to 12/31/2005           $10.04           $10.33              0
    01/01/2006 to 12/31/2006           $10.33           $11.82              0
    01/01/2007 to 12/31/2007           $11.82           $10.68              0
    01/01/2008 to 12/31/2008           $10.68            $7.21              0
---------------------------------------------------------------------------------------
ProFund VP Small-Cap Growth
    03/14/2005 to 12/31/2005           $10.04           $10.51              0
    01/01/2006 to 12/31/2006           $10.51           $11.13              0
    01/01/2007 to 12/31/2007           $11.13           $11.28              0
    01/01/2008 to 12/31/2008           $11.28            $7.25              0
---------------------------------------------------------------------------------------
ProFund VP UltraSmall-Cap
    03/14/2005 to 12/31/2005           $10.12           $10.69              0
    01/01/2006 to 12/31/2006           $10.69           $13.13              0
    01/01/2007 to 12/31/2007           $13.13           $11.10              0
    01/01/2008 to 12/31/2008           $11.10            $3.65              0



                                     A-26






                                                                                         Number of
                                                     Accumulation     Accumulation      Accumulation
                                                     Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                      Beginning of Period End of Period    End of Period
                                                                           
--------------------------------------------------------------------------------------------------------
ProFund VP U.S. Government Plus
    03/14/2005 to 12/31/2005                            $10.08           $10.58                0
    01/01/2006 to 12/31/2006                            $10.58            $9.84                0
    01/01/2007 to 12/31/2007                             $9.84           $10.55                0
    01/01/2008 to 12/31/2008                            $10.55           $15.38                0
--------------------------------------------------------------------------------------------------------
ProFund VP Rising Rates Opportunity
    03/14/2005 to 12/31/2005                             $9.92            $9.11                0
    01/01/2006 to 12/31/2006                             $9.11            $9.78                0
    01/01/2007 to 12/31/2007                             $9.78            $9.03                0
    01/01/2008 to 12/31/2008                             $9.03            $5.45                0
--------------------------------------------------------------------------------------------------------
ACCESS VP High Yield Fund
    05/02/2005* to 12/31/2005                           $10.00           $10.49                0
    01/01/2006 to 12/31/2006                            $10.49           $11.20                0
    01/01/2007 to 12/31/2007                            $11.20           $11.47                0
    01/01/2008 to 12/31/2008                            $11.47           $10.66                0
--------------------------------------------------------------------------------------------------------
First Trust Target Focus Four Portfolio
    03/14/2005 to 12/31/2005                            $10.00            $9.77                0
    01/01/2006 to 12/31/2006                             $9.77            $9.90                0
    01/01/2007 to 12/31/2007                             $9.90           $10.19                0
    01/01/2008 to 12/31/2008                            $10.19            $5.58                0
--------------------------------------------------------------------------------------------------------
Target Managed VIP Portfolio
 formerly, First Trust Managed VIP
    03/14/2005 to 12/31/2005                            $10.02           $10.47                0
    01/01/2006 to 12/31/2006                            $10.47           $11.37                0
    01/01/2007 to 12/31/2007                            $11.37           $12.12                0
    01/01/2008 to 12/31/2008                            $12.12            $6.51                0
--------------------------------------------------------------------------------------------------------
The DOW DART 10 Portfolio
 formerly, First Trust Dow Target 10
    03/14/2005 to 12/31/2005                            $10.03            $9.56                0
    01/01/2006 to 12/31/2006                             $9.56           $11.70                0
    01/01/2007 to 12/31/2007                            $11.70           $11.47                0
    01/01/2008 to 12/31/2008                            $11.47            $7.98                0
--------------------------------------------------------------------------------------------------------
The DOW Target Dividend Portfolio
 formerly, First Trust Dow Target Dividend
    05/02/2005* to 12/31/2005                           $10.00            $9.70                0
    01/01/2006 to 12/31/2006                             $9.70           $11.16                0
    01/01/2007 to 12/31/2007                            $11.16           $10.99                0
    01/01/2008 to 12/31/2008                            $10.99            $6.36              222
--------------------------------------------------------------------------------------------------------
Global Dividend Target 15
 formerly, First Trust Global Dividend Target 15
    03/14/2005 to 12/31/2005                            $10.03           $10.86                0
    01/01/2006 to 12/31/2006                            $10.86           $14.65                0
    01/01/2007 to 12/31/2007                            $14.65           $16.17                0
    01/01/2008 to 12/31/2008                            $16.17            $9.01            1,196
--------------------------------------------------------------------------------------------------------
S&P Target 24 Portfolio
 formerly, First Trust S&P Target 24
    03/14/2005 to 12/31/2005                            $10.10           $10.51                0
    01/01/2006 to 12/31/2006                            $10.51           $10.54                0
    01/01/2007 to 12/31/2007                            $10.54           $10.69                0
    01/01/2008 to 12/31/2008                            $10.69            $7.51                0



                                     A-27






                                                                                           Number of
                                                       Accumulation     Accumulation      Accumulation
                                                       Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                        Beginning of Period End of Period    End of Period
                                                                             
----------------------------------------------------------------------------------------------------------
NASDAQ Target 15 Portfolio
 formerly, First Trust NASDAQ Target 15
    03/14/2005 to 12/31/2005                              $10.06           $10.78                 0
    01/01/2006 to 12/31/2006                              $10.78           $11.44                 0
    01/01/2007 to 12/31/2007                              $11.44           $13.56                 0
    01/01/2008 to 12/31/2008                              $13.56            $6.48                 0
----------------------------------------------------------------------------------------------------------
Value Line Target 25 Portfolio
 formerly, First Trust Value Line Target 25
    03/14/2005 to 12/31/2005                              $10.00           $11.14                 0
    01/01/2006 to 12/31/2006                              $11.14           $11.17                 0
    01/01/2007 to 12/31/2007                              $11.17           $12.85                 0
    01/01/2008 to 12/31/2008                              $12.85            $5.66                 0
----------------------------------------------------------------------------------------------------------
ProFund VP Large-Cap Growth
    03/14/2005 to 12/31/2005                              $10.03           $10.02                 0
    01/01/2006 to 12/31/2006                              $10.02           $10.64                 0
    01/01/2007 to 12/31/2007                              $10.64           $11.09                 0
    01/01/2008 to 12/31/2008                              $11.09            $6.96                 0
----------------------------------------------------------------------------------------------------------
ProFund VP Large-Cap Value
    03/14/2005 to 12/31/2005                              $10.07           $10.23                 0
    01/01/2006 to 12/31/2006                              $10.23           $11.83                 0
    01/01/2007 to 12/31/2007                              $11.83           $11.54                 0
    01/01/2008 to 12/31/2008                              $11.54            $6.69                 0
----------------------------------------------------------------------------------------------------------
ProFund VP Short Mid-Cap
    03/14/2005 to 12/31/2005                               $9.93            $8.97                 0
    01/01/2006 to 12/31/2006                               $8.97            $8.42                 0
    01/01/2007 to 12/31/2007                               $8.42            $7.96                 0
    01/01/2008 to 12/31/2008                               $7.96           $10.23                 0
----------------------------------------------------------------------------------------------------------
ProFund VP Short Small-Cap
    03/14/2005 to 12/31/2005                               $9.95            $9.20                 0
    01/01/2006 to 12/31/2006                               $9.20            $7.90                 0
    01/01/2007 to 12/31/2007                               $7.90            $8.05                 0
    01/01/2008 to 12/31/2008                               $8.05            $9.72                 0
----------------------------------------------------------------------------------------------------------
Prudential SP International Growth Portfolio
    03/14/2005 to 12/31/2005                               $9.93           $11.21                 0
    01/01/2006 to 12/31/2006                              $11.21           $13.22                 0
    01/01/2007 to 12/31/2007                              $13.22           $15.39                 0
    01/01/2008 to 12/31/2008                              $15.39            $7.45                 0
----------------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                             $10.00            $9.99                 0
    01/01/2006 to 12/31/2006                               $9.99           $11.26                 0
    01/01/2007 to 12/31/2007                              $11.26           $12.01                 0
    01/01/2008 to 12/31/2008                              $12.01            $6.75            12,663
----------------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                             $10.00           $10.00                 0
    01/01/2006 to 12/31/2006                              $10.00           $11.07                 0
    01/01/2007 to 12/31/2007                              $11.07           $11.83                 0
    01/01/2008 to 12/31/2008                              $11.83            $7.50           258,438
----------------------------------------------------------------------------------------------------------
AST Academic Strategies Asset Allocation Portfolio
 formerly, AST Balanced Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                             $10.00           $10.01                 0
    01/01/2006 to 12/31/2006                              $10.01           $10.90                 0
    01/01/2007 to 12/31/2007                              $10.90           $11.59                 0
    01/01/2008 to 12/31/2008                              $11.59            $7.70            65,805



                                     A-28






                                                                                               Number of
                                                           Accumulation     Accumulation      Accumulation
                                                           Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                            Beginning of Period End of Period    End of Period
                                                                                 
--------------------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
 formerly, AST Conservative Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.02                 0
    01/01/2006 to 12/31/2006                                  $10.02           $10.79                 0
    01/01/2007 to 12/31/2007                                  $10.79           $11.46                 0
    01/01/2008 to 12/31/2008                                  $11.46            $7.96           157,625
--------------------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.03                 0
    01/01/2006 to 12/31/2006                                  $10.03           $10.55                 0
    01/01/2007 to 12/31/2007                                  $10.55           $11.17                 0
    01/01/2008 to 12/31/2008                                  $11.17            $8.76           212,163
--------------------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    03/20/2006* to 12/31/2006                                 $10.00           $10.58                 0
    01/01/2007 to 12/31/2007                                  $10.58           $11.28                 0
    01/01/2008 to 12/31/2008                                  $11.28            $7.71            46,482
--------------------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    03/20/2006* to 12/31/2006                                 $10.00           $10.50                 0
    01/01/2007 to 12/31/2007                                  $10.50           $11.10                 0
    01/01/2008 to 12/31/2008                                  $11.10            $7.08            52,619
--------------------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Target Portfolio
    03/20/2006* to 12/31/2006                                 $10.00           $10.40                 0
    01/01/2007 to 12/31/2007                                  $10.40           $11.29                 0
    01/01/2008 to 12/31/2008                                  $11.29            $6.52            78,978
--------------------------------------------------------------------------------------------------------------
AST CLS Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                 $10.00           $11.49                 0
    01/01/2008 to 12/31/2008                                  $11.49            $7.25            16,806
--------------------------------------------------------------------------------------------------------------
AST CLS Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                 $10.00           $10.03                 0
    01/01/2008 to 12/31/2008                                  $10.03            $7.08            61,969
--------------------------------------------------------------------------------------------------------------
AST Horizon Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                 $10.00           $10.18                 0
    01/01/2008 to 12/31/2008                                  $10.18            $6.87            32,247
--------------------------------------------------------------------------------------------------------------
AST Horizon Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                 $10.00           $10.16                 0
    01/01/2008 to 12/31/2008                                  $10.16            $7.50            18,380
--------------------------------------------------------------------------------------------------------------
AST Niemann Capital Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                 $10.00            $9.99                 0
    01/01/2008 to 12/31/2008                                   $9.99            $7.08             3,294
--------------------------------------------------------------------------------------------------------------
AST Western Asset Core Plus Bond Portfolio
    11/19/2007* to 12/31/2007                                 $10.00            $9.97                 0
    01/01/2008 to 12/31/2008                                   $9.97            $9.20            10,755
--------------------------------------------------------------------------------------------------------------
AST Investment Grade Bond Portfolio
    06/30/2008* to 12/31/2008                                 $10.01           $10.89                 0
--------------------------------------------------------------------------------------------------------------
AST Bond Portfolio 2015
    06/30/2008* to 12/31/2008                                 $10.04           $11.65           206,480
--------------------------------------------------------------------------------------------------------------
AST Bond Portfolio 2018
    06/30/2008* to 12/31/2008                                 $10.06           $12.48            39,538
--------------------------------------------------------------------------------------------------------------
AST Bond Portfolio 2019
    06/30/2008* to 12/31/2008                                 $10.08           $12.55             5,428
--------------------------------------------------------------------------------------------------------------
AST Global Real Estate Portfolio
    07/21/2008* to 12/31/2008                                 $10.17            $6.09             1,891



                                     A-29






                                                                                              Number of
                                                          Accumulation     Accumulation      Accumulation
                                                          Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                           Beginning of Period End of Period    End of Period
                                                                                
-------------------------------------------------------------------------------------------------------------
AST Parametric Emerging Markets Equity Portfolio
    07/21/2008* to 12/31/2008                                $10.10            $5.55                 0
-------------------------------------------------------------------------------------------------------------
AST Focus Four Plus Portfolio
    07/21/2008* to 12/31/2008                                $10.00            $7.44             7,405
-------------------------------------------------------------------------------------------------------------
Franklin Templeton VIP Founding Funds Allocation Fund
    05/01/2008* to 12/31/2008                                $10.08            $6.60           131,309




 *  Denotes the start date of these sub-accounts.

                                    APEX II
                Prudential Annuities Life Assurance Corporation
                                   Prospectus

          ACCUMULATION UNIT VALUES: With No Optional Benefits (1.65%)





                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                 Beginning of Period End of Period    End of Period
                                                                      
---------------------------------------------------------------------------------------------------
AST JPMorgan International Equity Portfolio
    01/01/2002 to 12/31/2002                           --            $8.56           2,569,506
    01/01/2003 to 12/31/2003                        $8.56           $11.00           2,415,394
    01/01/2004 to 12/31/2004                       $11.00           $12.67           3,227,381
    01/01/2005 to 12/31/2005                       $12.67           $13.84           5,621,834
    01/01/2006 to 12/31/2006                       $13.84           $16.71           4,715,269
    01/01/2007 to 12/31/2007                       $16.71           $17.98           4,504,935
    01/01/2008 to 12/31/2008                       $17.98           $10.37           2,459,224
---------------------------------------------------------------------------------------------------
AST International Growth Portfolio
    01/01/2002 to 12/31/2002                           --            $9.72             835,523
    01/01/2003 to 12/31/2003                        $9.72           $13.39           5,547,558
    01/01/2004 to 12/31/2004                       $13.39           $15.30          11,265,469
    01/01/2005 to 12/31/2005                       $15.30           $17.54          12,141,521
    01/01/2006 to 12/31/2006                       $17.54           $20.87           9,628,446
    01/01/2007 to 12/31/2007                       $20.87           $24.43           8,347,423
    01/01/2008 to 12/31/2008                       $24.43           $11.96           6,129,240
---------------------------------------------------------------------------------------------------
AST International Value Portfolio
    01/01/2002 to 12/31/2002                           --            $8.19             269,995
    01/01/2003 to 12/31/2003                        $8.19           $10.79           1,201,268
    01/01/2004 to 12/31/2004                       $10.79           $12.84           1,897,469
    01/01/2005 to 12/31/2005                       $12.84           $14.36           2,013,543
    01/01/2006 to 12/31/2006                       $14.36           $18.00           3,305,654
    01/01/2007 to 12/31/2007                       $18.00           $20.85           4,044,519
    01/01/2008 to 12/31/2008                       $20.85           $11.48           2,393,870
---------------------------------------------------------------------------------------------------
AST MFS Global Equity Portfolio
    01/01/2002 to 12/31/2002                           --            $9.04             969,509
    01/01/2003 to 12/31/2003                        $9.04           $11.30           1,393,001
    01/01/2004 to 12/31/2004                       $11.30           $13.16           2,276,801
    01/01/2005 to 12/31/2005                       $13.16           $13.92           1,907,777
    01/01/2006 to 12/31/2006                       $13.92           $17.02           2,905,252
    01/01/2007 to 12/31/2007                       $17.02           $18.31           2,119,181
    01/01/2008 to 12/31/2008                       $18.31           $11.88           1,412,847



                                     A-30






                                                                                        Number of
                                                    Accumulation     Accumulation      Accumulation
                                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                     Beginning of Period End of Period    End of Period
                                                                          
-------------------------------------------------------------------------------------------------------
AST Small-Cap Growth Portfolio
    01/01/2002 to 12/31/2002                               --            $6.92           1,970,250
    01/01/2003 to 12/31/2003                            $6.92            $9.89           3,292,593
    01/01/2004 to 12/31/2004                            $9.89            $9.05           2,242,129
    01/01/2005 to 12/31/2005                            $9.05            $9.04           2,134,731
    01/01/2006 to 12/31/2006                            $9.04           $10.01           1,867,490
    01/01/2007 to 12/31/2007                           $10.01           $10.55           1,740,242
    01/01/2008 to 12/31/2008                           $10.55            $6.74           1,375,635
-------------------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth Portfolio
    01/01/2002 to 12/31/2002                               --            $7.67             639,695
    01/01/2003 to 12/31/2003                            $7.67           $11.13           1,682,193
    01/01/2004 to 12/31/2004                           $11.13           $11.98           1,618,719
    01/01/2005 to 12/31/2005                           $11.98           $11.83           1,385,431
    01/01/2006 to 12/31/2006                           $11.83           $12.53           1,174,654
    01/01/2007 to 12/31/2007                           $12.53           $14.63           1,215,825
    01/01/2008 to 12/31/2008                           $14.63            $8.27             768,282
-------------------------------------------------------------------------------------------------------
AST Federated Aggressive Growth Portfolio
    01/01/2002 to 12/31/2002                               --            $7.64           1,255,415
    01/01/2003 to 12/31/2003                            $7.64           $12.74           3,085,373
    01/01/2004 to 12/31/2004                           $12.74           $15.42           4,808,453
    01/01/2005 to 12/31/2005                           $15.42           $16.60           5,464,855
    01/01/2006 to 12/31/2006                           $16.60           $18.43           4,641,175
    01/01/2007 to 12/31/2007                           $18.43           $20.16           4,026,646
    01/01/2008 to 12/31/2008                           $20.16           $11.08           2,977,983
-------------------------------------------------------------------------------------------------------
AST Goldman Sachs Small-Cap Value Portfolio
    01/01/2002 to 12/31/2002                               --            $9.26           1,492,775
    01/01/2003 to 12/31/2003                            $9.26           $12.85           1,504,296
    01/01/2004 to 12/31/2004                           $12.85           $15.19           1,541,896
    01/01/2005 to 12/31/2005                           $15.19           $15.68           1,243,642
    01/01/2006 to 12/31/2006                           $15.68           $18.08           1,000,596
    01/01/2007 to 12/31/2007                           $18.08           $16.87             758,170
    01/01/2008 to 12/31/2008                           $16.87           $12.17             667,006
-------------------------------------------------------------------------------------------------------
AST Small-Cap Value Portfolio
    01/01/2002 to 12/31/2002                               --            $9.30           6,141,523
    01/01/2003 to 12/31/2003                            $9.30           $12.42          10,183,346
    01/01/2004 to 12/31/2004                           $12.42           $14.22          10,785,030
    01/01/2005 to 12/31/2005                           $14.22           $14.91          11,285,282
    01/01/2006 to 12/31/2006                           $14.91           $17.61           9,098,178
    01/01/2007 to 12/31/2007                           $17.61           $16.34           8,130,632
    01/01/2008 to 12/31/2008                           $16.34           $11.30           6,242,966
-------------------------------------------------------------------------------------------------------
AST DeAm Small-Cap Value Portfolio
    01/01/2002 to 12/31/2002                               --            $7.66             423,387
    01/01/2003 to 12/31/2003                            $7.66           $10.81           1,134,865
    01/01/2004 to 12/31/2004                           $10.81           $12.99           2,143,020
    01/01/2005 to 12/31/2005                           $12.99           $12.92           2,106,236
    01/01/2006 to 12/31/2006                           $12.92           $15.25           1,874,276
    01/01/2007 to 12/31/2007                           $15.25           $12.33           1,578,237
    01/01/2008 to 07/18/2008                           $12.33           $11.30                   0



                                     A-31






                                                                                                Number of
                                                            Accumulation     Accumulation      Accumulation
                                                            Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                             Beginning of Period End of Period    End of Period
                                                                                  
---------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth Portfolio
    01/01/2002 to 12/31/2002                                       --            $7.97           1,273,118
    01/01/2003 to 12/31/2003                                    $7.97           $10.31           3,027,057
    01/01/2004 to 12/31/2004                                   $10.31           $11.80           4,375,813
    01/01/2005 to 12/31/2005                                   $11.80           $12.16           5,391,424
    01/01/2006 to 12/31/2006                                   $12.16           $12.71           4,189,111
    01/01/2007 to 12/31/2007                                   $12.71           $14.92           3,918,725
    01/01/2008 to 12/31/2008                                   $14.92            $8.69           2,808,881
---------------------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth Portfolio
    01/01/2002 to 12/31/2002                                       --            $7.41           2,175,250
    01/01/2003 to 12/31/2003                                    $7.41            $9.51           3,415,318
    01/01/2004 to 12/31/2004                                    $9.51           $10.86           4,715,301
    01/01/2005 to 12/31/2005                                   $10.86           $12.12           5,728,444
    01/01/2006 to 12/31/2006                                   $12.12           $13.59           5,378,198
    01/01/2007 to 12/31/2007                                   $13.59           $16.34           6,560,811
    01/01/2008 to 12/31/2008                                   $16.34            $9.13           3,042,143
---------------------------------------------------------------------------------------------------------------
AST Neuberger Berman/LSV Mid-Cap Value Portfolio
 formerly, AST Neuberger Berman Mid-Cap Value Portfolio
    01/01/2002 to 12/31/2002                                       --            $8.96           5,118,558
    01/01/2003 to 12/31/2003                                    $8.96           $12.01           8,530,129
    01/01/2004 to 12/31/2004                                   $12.01           $14.51          11,461,684
    01/01/2005 to 12/31/2005                                   $14.51           $15.99          12,260,006
    01/01/2006 to 12/31/2006                                   $15.99           $17.42           9,574,218
    01/01/2007 to 12/31/2007                                   $17.42           $17.67           8,191,847
    01/01/2008 to 12/31/2008                                   $17.67           $10.03           5,184,438
---------------------------------------------------------------------------------------------------------------
AST Alger All-Cap Growth Portfolio
    01/01/2002 to 12/31/2002                                       --            $6.80             658,419
    01/01/2003 to 12/31/2003                                    $6.80            $9.07           2,002,166
    01/01/2004 to 12/31/2004                                    $9.07            $9.67           1,798,457
    01/01/2005 to 12/02/2005                                    $9.67           $11.10                   0
---------------------------------------------------------------------------------------------------------------
AST Mid-Cap Value Portfolio
    01/01/2002 to 12/31/2002                                       --            $8.17           1,200,225
    01/01/2003 to 12/31/2003                                    $8.17           $10.91           2,513,413
    01/01/2004 to 12/31/2004                                   $10.91           $12.38           2,587,064
    01/01/2005 to 12/31/2005                                   $12.38           $12.83           1,988,251
    01/01/2006 to 12/31/2006                                   $12.83           $14.42           1,907,063
    01/01/2007 to 12/31/2007                                   $14.42           $14.57           1,540,522
    01/01/2008 to 12/31/2008                                   $14.57            $8.87           1,381,269
---------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources Portfolio
    01/01/2002 to 12/31/2002                                       --            $9.59             724,670
    01/01/2003 to 12/31/2003                                    $9.59           $12.59           2,011,627
    01/01/2004 to 12/31/2004                                   $12.59           $16.25           2,040,188
    01/01/2005 to 12/31/2005                                   $16.25           $21.00           3,677,613
    01/01/2006 to 12/31/2006                                   $21.00           $23.93           2,942,718
    01/01/2007 to 12/31/2007                                   $23.93           $33.07           3,950,105
    01/01/2008 to 12/31/2008                                   $33.07           $16.27           2,088,027
---------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap Growth Portfolio
    01/01/2002 to 12/31/2002                                       --            $7.46           1,869,353
    01/01/2003 to 12/31/2003                                    $7.46            $9.08           2,098,873
    01/01/2004 to 12/31/2004                                    $9.08            $9.44           2,378,881
    01/01/2005 to 12/31/2005                                    $9.44           $10.81           3,925,742
    01/01/2006 to 12/31/2006                                   $10.81           $11.23           4,132,529
    01/01/2007 to 12/31/2007                                   $11.23           $11.96           5,137,246
    01/01/2008 to 12/31/2008                                   $11.96            $6.99           4,437,756



                                     A-32






                                                                                        Number of
                                                    Accumulation     Accumulation      Accumulation
                                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                     Beginning of Period End of Period    End of Period
                                                                          
-------------------------------------------------------------------------------------------------------
AST MFS Growth Portfolio
    01/01/2002 to 12/31/2002                               --            $7.58           2,930,432
    01/01/2003 to 12/31/2003                            $7.58            $9.16           4,784,269
    01/01/2004 to 12/31/2004                            $9.16            $9.97           4,529,834
    01/01/2005 to 12/31/2005                            $9.97           $10.43           5,915,443
    01/01/2006 to 12/31/2006                           $10.43           $11.25           4,572,301
    01/01/2007 to 12/31/2007                           $11.25           $12.73           3,902,210
    01/01/2008 to 12/31/2008                           $12.73            $7.98           3,159,245
-------------------------------------------------------------------------------------------------------
AST Marsico Capital Growth Portfolio
    01/01/2002 to 12/31/2002                               --            $8.32          10,144,317
    01/01/2003 to 12/31/2003                            $8.32           $10.78          20,138,164
    01/01/2004 to 12/31/2004                           $10.78           $12.26          28,117,310
    01/01/2005 to 12/31/2005                           $12.26           $12.88          32,140,125
    01/01/2006 to 12/31/2006                           $12.88           $13.59          26,497,526
    01/01/2007 to 12/31/2007                           $13.59           $15.36          23,963,028
    01/01/2008 to 12/31/2008                           $15.36            $8.51          16,673,165
-------------------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth Portfolio
    01/01/2002 to 12/31/2002                               --            $7.67           1,349,939
    01/01/2003 to 12/31/2003                            $7.67            $9.45           2,053,023
    01/01/2004 to 12/31/2004                            $9.45            $9.64           2,785,100
    01/01/2005 to 12/31/2005                            $9.64            $9.80           2,531,901
    01/01/2006 to 12/31/2006                            $9.80           $10.60           2,498,654
    01/01/2007 to 12/31/2007                           $10.60           $11.88           2,806,534
    01/01/2008 to 12/31/2008                           $11.88            $6.98           1,877,493
-------------------------------------------------------------------------------------------------------
AST DeAm Large-Cap Value Portfolio
    01/01/2002 to 12/31/2002                               --            $8.66             664,649
    01/01/2003 to 12/31/2003                            $8.66           $10.78           1,072,256
    01/01/2004 to 12/31/2004                           $10.78           $12.53           2,351,197
    01/01/2005 to 12/31/2005                           $12.53           $13.47           2,585,881
    01/01/2006 to 12/31/2006                           $13.47           $16.13           4,397,725
    01/01/2007 to 12/31/2007                           $16.13           $16.05           3,751,417
    01/01/2008 to 12/31/2008                           $16.05            $9.90           2,589,179
-------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value Portfolio
    01/01/2002 to 12/31/2002                               --            $7.99             965,912
    01/01/2003 to 12/31/2003                            $7.99            $9.91           1,387,072
    01/01/2004 to 12/31/2004                            $9.91           $10.72           1,620,391
    01/01/2005 to 12/02/2005                           $10.72           $11.86                   0
-------------------------------------------------------------------------------------------------------
AST AllianceBernstein Core Value Portfolio
    01/01/2002 to 12/31/2002                               --            $8.76           6,005,922
    01/01/2003 to 12/31/2003                            $8.76           $11.06           3,621,862
    01/01/2004 to 12/31/2004                           $11.06           $12.39           4,643,022
    01/01/2005 to 12/31/2005                           $12.39           $12.86           4,311,857
    01/01/2006 to 12/31/2006                           $12.86           $15.34           5,318,094
    01/01/2007 to 12/31/2007                           $15.34           $14.55           4,469,636
    01/01/2008 to 12/31/2008                           $14.55            $8.32           2,874,755
-------------------------------------------------------------------------------------------------------
AST Cohen & Steers Realty Portfolio
    01/01/2002 to 12/31/2002                               --           $10.08           1,563,489
    01/01/2003 to 12/31/2003                           $10.08           $13.63           3,097,315
    01/01/2004 to 12/31/2004                           $13.63           $18.49           4,080,179
    01/01/2005 to 12/31/2005                           $18.49           $20.88           3,749,124
    01/01/2006 to 12/31/2006                           $20.88           $28.08           3,925,105
    01/01/2007 to 12/31/2007                           $28.08           $22.11           2,254,421
    01/01/2008 to 12/31/2008                           $22.11           $14.12           1,741,032



                                     A-33






                                                                                                       Number of
                                                                   Accumulation     Accumulation      Accumulation
                                                                   Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                                    Beginning of Period End of Period    End of Period
                                                                                         
----------------------------------------------------------------------------------------------------------------------
AST QMA US Equity Alpha
 formerly, AST AllianceBernstein Managed Index 500 Portfolio
    01/01/2002 to 12/31/2002                                              --            $8.17           3,662,406
    01/01/2003 to 12/31/2003                                           $8.17           $10.23           5,442,511
    01/01/2004 to 12/31/2004                                          $10.23           $11.07           6,845,369
    01/01/2005 to 12/31/2005                                          $11.07           $11.27           6,774,077
    01/01/2006 to 12/31/2006                                          $11.27           $12.48           6,255,253
    01/01/2007 to 12/31/2007                                          $12.48           $12.53           5,371,782
    01/01/2008 to 12/31/2008                                          $12.53            $7.55           2,747,511
----------------------------------------------------------------------------------------------------------------------
AST American Century Income & Growth Portfolio
    01/01/2002 to 12/31/2002                                              --            $8.25           1,751,136
    01/01/2003 to 12/31/2003                                           $8.25           $10.45           2,115,438
    01/01/2004 to 12/31/2004                                          $10.45           $11.57           4,670,846
    01/01/2005 to 12/31/2005                                          $11.57           $11.90           4,205,656
    01/01/2006 to 12/31/2006                                          $11.90           $13.68           3,984,557
    01/01/2007 to 12/31/2007                                          $13.68           $13.44           3,435,528
    01/01/2008 to 12/31/2008                                          $13.44            $8.62           2,803,150
----------------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth & Income Portfolio
    01/01/2002 to 12/31/2002                                              --            $8.06           6,667,373
    01/01/2003 to 12/31/2003                                           $8.06           $10.50          21,264,670
    01/01/2004 to 12/31/2004                                          $10.50           $11.46          25,850,506
    01/01/2005 to 12/31/2005                                          $11.46           $11.81          31,190,346
    01/01/2006 to 12/31/2006                                          $11.81           $13.62          23,350,650
    01/01/2007 to 12/31/2007                                          $13.62           $14.08          19,997,748
    01/01/2008 to 12/31/2008                                          $14.08            $8.22          14,384,005
----------------------------------------------------------------------------------------------------------------------
AST Large-Cap Value Portfolio
    01/01/2002 to 12/31/2002                                              --            $8.34           2,110,071
    01/01/2003 to 12/31/2003                                           $8.34            $9.83           2,647,064
    01/01/2004 to 12/31/2004                                           $9.83           $11.17           3,717,848
    01/01/2005 to 12/31/2005                                          $11.17           $11.69           5,245,458
    01/01/2006 to 12/31/2006                                          $11.69           $13.62           5,568,043
    01/01/2007 to 12/31/2007                                          $13.62           $13.00           4,973,375
    01/01/2008 to 12/31/2008                                          $13.00            $7.48           4,027,564
----------------------------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha Portfolio
    01/01/2002 to 12/31/2002                                              --            $8.71             847,517
    01/01/2003 to 12/31/2003                                           $8.71           $10.24             898,161
    01/01/2004 to 12/31/2004                                          $10.24           $11.19           1,061,887
    01/01/2005 to 12/31/2005                                          $11.19           $11.77           1,055,034
    01/01/2006 to 12/31/2006                                          $11.77           $12.86           1,120,866
    01/01/2007 to 12/31/2007                                          $12.86           $12.90           2,745,236
    01/01/2008 to 12/31/2008                                          $12.90           $10.45          15,430,642
----------------------------------------------------------------------------------------------------------------------
AST Schroders Multi-Asset World Strategies Portfolio
 formerly, AST American Century Strategic Allocation Portfolio
    01/01/2002 to 12/31/2002                                              --            $9.14           1,126,058
    01/01/2003 to 12/31/2003                                           $9.14           $10.69           2,045,205
    01/01/2004 to 12/31/2004                                          $10.69           $11.46           2,335,598
    01/01/2005 to 12/31/2005                                          $11.46           $11.79           2,294,529
    01/01/2006 to 12/31/2006                                          $11.79           $12.72           2,165,859
    01/01/2007 to 12/31/2007                                          $12.72           $13.62           2,277,264
    01/01/2008 to 12/31/2008                                          $13.62            $9.35           3,074,479



                                     A-34






                                                                                     Number of
                                                 Accumulation     Accumulation      Accumulation
                                                 Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                  Beginning of Period End of Period    End of Period
                                                                       
----------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation Portfolio
    01/01/2002 to 12/31/2002                            --            $9.09             921,329
    01/01/2003 to 12/31/2003                         $9.09           $11.09           2,243,566
    01/01/2004 to 12/31/2004                        $11.09           $12.13           3,551,315
    01/01/2005 to 12/31/2005                        $12.13           $12.49           4,192,627
    01/01/2006 to 12/31/2006                        $12.49           $13.82           4,776,442
    01/01/2007 to 12/31/2007                        $13.82           $14.45           6,387,795
    01/01/2008 to 12/31/2008                        $14.45           $10.52          10,697,390
----------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond Portfolio
    01/01/2002 to 12/31/2002                            --           $11.34           1,739,313
    01/01/2003 to 12/31/2003                        $11.34           $12.59           2,962,471
    01/01/2004 to 12/31/2004                        $12.59           $13.45           4,717,822
    01/01/2005 to 12/31/2005                        $13.45           $12.64           6,261,824
    01/01/2006 to 12/31/2006                        $12.64           $13.21           6,093,700
    01/01/2007 to 12/31/2007                        $13.21           $14.24           6,452,566
    01/01/2008 to 12/31/2008                        $14.24           $13.67           4,228,137
----------------------------------------------------------------------------------------------------
AST High Yield Portfolio
    01/01/2002 to 12/31/2002                            --            $9.71           5,592,940
    01/01/2003 to 12/31/2003                         $9.71           $11.61          12,201,163
    01/01/2004 to 12/31/2004                        $11.61           $12.69          13,717,128
    01/01/2005 to 12/31/2005                        $12.69           $12.62           9,658,908
    01/01/2006 to 12/31/2006                        $12.62           $13.70           9,653,937
    01/01/2007 to 12/31/2007                        $13.70           $13.80           6,461,538
    01/01/2008 to 12/31/2008                        $13.80           $10.11           5,931,752
----------------------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture Portfolio
    01/01/2002 to 12/31/2002                            --            $9.94           4,146,530
    01/01/2003 to 12/31/2003                         $9.94           $11.61           7,751,236
    01/01/2004 to 12/31/2004                        $11.61           $12.26           8,369,008
    01/01/2005 to 12/31/2005                        $12.26           $12.20          12,427,806
    01/01/2006 to 12/31/2006                        $12.20           $13.17          10,147,675
    01/01/2007 to 12/31/2007                        $13.17           $13.74           8,365,789
    01/01/2008 to 12/31/2008                        $13.74           $10.37           8,586,978
----------------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond Portfolio
    01/01/2002 to 12/31/2002                            --           $10.57          20,544,075
    01/01/2003 to 12/31/2003                        $10.57           $10.95          26,287,388
    01/01/2004 to 12/31/2004                        $10.95           $11.31          33,208,757
    01/01/2005 to 12/31/2005                        $11.31           $11.40          22,436,395
    01/01/2006 to 12/31/2006                        $11.40           $11.63          21,700,661
    01/01/2007 to 12/31/2007                        $11.63           $12.39          21,645,194
    01/01/2008 to 12/31/2008                        $12.39           $11.91          20,478,277
----------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond Portfolio
    01/01/2002 to 12/31/2002                            --           $10.34          11,274,642
    01/01/2003 to 12/31/2003                        $10.34           $10.51          15,242,856
    01/01/2004 to 12/31/2004                        $10.51           $10.55          21,299,789
    01/01/2005 to 12/31/2005                        $10.55           $10.54          28,031,651
    01/01/2006 to 12/31/2006                        $10.54           $10.76          22,394,558
    01/01/2007 to 12/31/2007                        $10.76           $11.31          20,392,150
    01/01/2008 to 12/31/2008                        $11.31           $11.24          15,403,578



                                     A-35






                                                                               Number of
                                           Accumulation     Accumulation      Accumulation
                                           Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                            Beginning of Period End of Period    End of Period
                                                                 
----------------------------------------------------------------------------------------------
AST Money Market Portfolio
    01/01/2002 to 12/31/2002                      --            $9.96          36,255,772
    01/01/2003 to 12/31/2003                   $9.96            $9.86          32,730,501
    01/01/2004 to 12/31/2004                   $9.86            $9.78          29,870,585
    01/01/2005 to 12/31/2005                   $9.78            $9.88          42,442,274
    01/01/2006 to 12/31/2006                   $9.88           $10.16          46,325,237
    01/01/2007 to 12/31/2007                  $10.16           $10.48          56,111,128
    01/01/2008 to 12/31/2008                  $10.48           $10.57          91,319,625
----------------------------------------------------------------------------------------------
Gartmore NVIT Developing Markets
    01/01/2002 to 12/31/2002                      --            $8.66             283,466
    01/01/2003 to 12/31/2003                   $8.66           $13.60           1,763,660
    01/01/2004 to 12/31/2004                  $13.60           $16.02           2,103,950
    01/01/2005 to 12/31/2005                  $16.02           $20.72           3,395,891
    01/01/2006 to 12/31/2006                  $20.72           $27.43           2,835,328
    01/01/2007 to 12/31/2007                  $27.43           $38.71           3,344,620
    01/01/2008 to 12/31/2008                  $38.71           $16.04           1,630,334
----------------------------------------------------------------------------------------------
Wells Fargo Advantage VT Equity Income
    01/01/2002 to 12/31/2002                      --            $8.25             196,720
    01/01/2003 to 12/31/2003                   $8.25           $10.23             314,757
    01/01/2004 to 12/31/2004                  $10.23           $11.18             590,808
    01/01/2005 to 12/31/2005                  $11.18           $11.59             534,648
    01/01/2006 to 12/31/2006                  $11.59           $13.51             582,613
    01/01/2007 to 12/31/2007                  $13.51           $13.66             497,287
    01/01/2008 to 12/31/2008                  $13.66            $8.53             312,113
----------------------------------------------------------------------------------------------
AIM V.I. Dynamics Fund
    01/01/2002 to 12/31/2002                      --            $7.09             543,762
    01/01/2003 to 12/31/2003                   $7.09            $9.61             889,464
    01/01/2004 to 12/31/2004                   $9.61           $10.72             668,032
    01/01/2005 to 12/31/2005                  $10.72           $11.67             602,063
    01/01/2006 to 12/31/2006                  $11.67           $13.33             605,730
    01/01/2007 to 12/31/2007                  $13.33           $14.70             631,476
    01/01/2008 to 12/31/2008                  $14.70            $7.51             384,426
----------------------------------------------------------------------------------------------
AIM V.I. Technology Fund
    01/01/2002 to 12/31/2002                      --            $5.50             293,307
    01/01/2003 to 12/31/2003                   $5.50            $7.87             578,651
    01/01/2004 to 12/31/2004                   $7.87            $8.09             512,424
    01/01/2005 to 12/31/2005                   $8.09            $8.13             453,392
    01/01/2006 to 12/31/2006                   $8.13            $8.84             513,442
    01/01/2007 to 12/31/2007                   $8.84            $9.36             630,739
    01/01/2008 to 12/31/2008                   $9.36            $5.11             453,772
----------------------------------------------------------------------------------------------
AIM V.I. Global Health Care
    01/01/2002 to 12/31/2002                      --            $8.00             475,873
    01/01/2003 to 12/31/2003                   $8.00           $10.05             698,364
    01/01/2004 to 12/31/2004                  $10.05           $10.64             937,586
    01/01/2005 to 12/31/2005                  $10.64           $11.31           1,131,376
    01/01/2006 to 12/31/2006                  $11.31           $11.71           1,250,782
    01/01/2007 to 12/31/2007                  $11.71           $12.88           1,163,277
    01/01/2008 to 12/31/2008                  $12.88            $9.04             849,932



                                     A-36






                                                                               Number of
                                           Accumulation     Accumulation      Accumulation
                                           Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                            Beginning of Period End of Period    End of Period
                                                                 
----------------------------------------------------------------------------------------------
AIM V.I. Financial Services Fund
    01/01/2002 to 12/31/2002                      --            $8.76            366,258
    01/01/2003 to 12/31/2003                   $8.76           $11.17            607,265
    01/01/2004 to 12/31/2004                  $11.17           $11.94            585,185
    01/01/2005 to 12/31/2005                  $11.94           $12.43          1,042,992
    01/01/2006 to 12/31/2006                  $12.43           $14.24            778,674
    01/01/2007 to 12/31/2007                  $14.24           $10.89            465,175
    01/01/2008 to 12/31/2008                  $10.89            $4.34            540,897
----------------------------------------------------------------------------------------------
Evergreen VA International Equity Fund
    01/01/2002 to 12/31/2002                      --            $8.15            113,389
    01/01/2003 to 12/31/2003                   $8.15           $11.65            189,143
    01/01/2004 to 12/31/2004                  $11.65           $13.66            414,631
    01/01/2005 to 12/31/2005                  $13.66           $15.59            689,816
    01/01/2006 to 12/31/2006                  $15.59           $18.88          1,081,552
    01/01/2007 to 12/31/2007                  $18.88           $21.35          1,401,663
    01/01/2008 to 12/31/2008                  $21.35           $12.29            984,931
----------------------------------------------------------------------------------------------
Evergreen VA Special Equity Fund
    01/01/2002 to 12/31/2002                      --            $7.44            127,728
    01/01/2003 to 12/31/2003                   $7.44           $11.12            815,621
    01/01/2004 to 12/31/2004                  $11.12           $11.58            702,642
    01/01/2005 to 04/15/2005                  $11.58           $10.31                  0
----------------------------------------------------------------------------------------------
Evergreen VA Omega Fund
    01/01/2002 to 12/31/2002                      --            $7.78             39,943
    01/01/2003 to 12/31/2003                   $7.78           $10.71            404,789
    01/01/2004 to 12/31/2004                  $10.71           $11.29            570,123
    01/01/2005 to 12/31/2005                  $11.29           $11.53            281,775
    01/01/2006 to 12/31/2006                  $11.53           $12.03            241,307
    01/01/2007 to 12/31/2007                  $12.03           $13.24            249,298
    01/01/2008 to 12/31/2008                  $13.24            $9.48            271,517
----------------------------------------------------------------------------------------------
Evergreen VA Growth Fund
    04/15/2005* to 12/31/2005                  $9.82           $11.44            606,613
    01/01/2006 to 12/31/2006                  $11.44           $12.49            553,827
    01/01/2007 to 12/31/2007                  $12.49           $13.64            604,401
    01/01/2008 to 12/31/2008                  $13.64            $7.90            346,210
----------------------------------------------------------------------------------------------
ProFund VP Europe 30
    01/01/2002 to 12/31/2002                      --            $7.93            292,396
    01/01/2003 to 12/31/2003                   $7.93           $10.83          2,116,400
    01/01/2004 to 12/31/2004                  $10.83           $12.17          1,812,435
    01/01/2005 to 12/31/2005                  $12.17           $12.94          1,133,420
    01/01/2006 to 12/31/2006                  $12.94           $14.95          2,790,577
    01/01/2007 to 12/31/2007                  $14.95           $16.85          1,487,885
    01/01/2008 to 12/31/2008                  $16.85            $9.28            649,001
----------------------------------------------------------------------------------------------
ProFund VP Asia 30
    01/01/2002 to 12/31/2002                      --            $7.75            281,993
    01/01/2003 to 12/31/2003                   $7.75           $12.57            942,605
    01/01/2004 to 12/31/2004                  $12.57           $12.30            896,010
    01/01/2005 to 12/31/2005                  $12.30           $14.45          1,723,105
    01/01/2006 to 12/31/2006                  $14.45           $19.80          3,073,769
    01/01/2007 to 12/31/2007                  $19.80           $28.77          2,473,589
    01/01/2008 to 12/31/2008                  $28.77           $13.91          1,337,672



                                     A-37






                                                                            Number of
                                        Accumulation     Accumulation      Accumulation
                                        Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                         Beginning of Period End of Period    End of Period
                                                              
-------------------------------------------------------------------------------------------
ProFund VP Japan
    01/01/2002 to 12/31/2002                   --            $7.24             65,845
    01/01/2003 to 12/31/2003                $7.24            $9.03            426,718
    01/01/2004 to 12/31/2004                $9.03            $9.55            710,879
    01/01/2005 to 12/31/2005                $9.55           $13.31          3,413,954
    01/01/2006 to 12/31/2006               $13.31           $14.51          1,650,266
    01/01/2007 to 12/31/2007               $14.51           $12.85            552,230
    01/01/2008 to 12/31/2008               $12.85            $7.47            553,832
-------------------------------------------------------------------------------------------
ProFund VP Banks
    01/01/2002 to 12/31/2002                   --            $8.56            101,136
    01/01/2003 to 12/31/2003                $8.56           $10.90             93,067
    01/01/2004 to 12/31/2004               $10.90           $11.98            229,711
    01/01/2005 to 12/31/2005               $11.98           $11.77            351,876
    01/01/2006 to 12/31/2006               $11.77           $13.35            402,883
    01/01/2007 to 12/31/2007               $13.35            $9.55            389,926
    01/01/2008 to 12/31/2008                $9.55            $4.99          2,409,143
-------------------------------------------------------------------------------------------
ProFund VP Basic Materials
    01/01/2002 to 12/31/2002                   --            $8.46             76,331
    01/01/2003 to 12/31/2003                $8.46           $10.95          1,512,864
    01/01/2004 to 12/31/2004               $10.95           $11.87            529,237
    01/01/2005 to 12/31/2005               $11.87           $11.96            681,690
    01/01/2006 to 12/31/2006               $11.96           $13.58            779,466
    01/01/2007 to 12/31/2007               $13.58           $17.45          2,684,333
    01/01/2008 to 12/31/2008               $17.45            $8.34          1,183,553
-------------------------------------------------------------------------------------------
ProFund VP Biotechnology
    01/01/2002 to 12/31/2002                   --            $7.09            130,082
    01/01/2003 to 12/31/2003                $7.09            $9.75            208,971
    01/01/2004 to 12/31/2004                $9.75           $10.52            757,678
    01/01/2005 to 12/31/2005               $10.52           $12.34            697,687
    01/01/2006 to 12/31/2006               $12.34           $11.64            393,923
    01/01/2007 to 12/31/2007               $11.64           $11.31            609,746
    01/01/2008 to 12/31/2008               $11.31           $11.33          1,249,287
-------------------------------------------------------------------------------------------
ProFund VP Consumer Services
    01/01/2002 to 12/31/2002                   --            $7.25            128,022
    01/01/2003 to 12/31/2003                $7.25            $9.04            136,269
    01/01/2004 to 12/31/2004                $9.04            $9.56            430,620
    01/01/2005 to 12/31/2005                $9.56            $8.97             86,431
    01/01/2006 to 12/31/2006                $8.97            $9.88            192,639
    01/01/2007 to 12/31/2007                $9.88            $8.91             67,292
    01/01/2008 to 12/31/2008                $8.91            $6.01            448,604
-------------------------------------------------------------------------------------------
ProFund VP Consumer Goods Portfolio
    01/01/2002 to 12/31/2002                   --            $8.28            148,446
    01/01/2003 to 12/31/2003                $8.28            $9.64             58,425
    01/01/2004 to 12/31/2004                $9.64           $10.36            369,007
    01/01/2005 to 12/31/2005               $10.36           $10.15            161,038
    01/01/2006 to 12/31/2006               $10.15           $11.25            548,567
    01/01/2007 to 12/31/2007               $11.25           $11.90            715,235
    01/01/2008 to 12/31/2008               $11.90            $8.58            609,574



                                     A-38






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                     Beginning of Period End of Period    End of Period
                                                          
---------------------------------------------------------------------------------------
ProFund VP Oil & Gas
    01/01/2002 to 12/31/2002               --            $8.71            299,833
    01/01/2003 to 12/31/2003            $8.71           $10.48          1,225,844
    01/01/2004 to 12/31/2004           $10.48           $13.33          1,856,882
    01/01/2005 to 12/31/2005           $13.33           $17.22          2,573,777
    01/01/2006 to 12/31/2006           $17.22           $20.43          2,251,126
    01/01/2007 to 12/31/2007           $20.43           $26.61          2,322,451
    01/01/2008 to 12/31/2008           $26.61           $16.50          1,351,549
---------------------------------------------------------------------------------------
ProFund VP Financials
    01/01/2002 to 12/31/2002               --            $8.85            221,377
    01/01/2003 to 12/31/2003            $8.85           $11.23            398,159
    01/01/2004 to 12/31/2004           $11.23           $12.19            553,342
    01/01/2005 to 12/31/2005           $12.19           $12.46            616,872
    01/01/2006 to 12/31/2006           $12.46           $14.38            913,872
    01/01/2007 to 12/31/2007           $14.38           $11.44            498,292
    01/01/2008 to 12/31/2008           $11.44            $5.57          2,008,426
---------------------------------------------------------------------------------------
ProFund VP Health Care
    01/01/2002 to 12/31/2002               --            $7.94            388,508
    01/01/2003 to 12/31/2003            $7.94            $9.17            707,449
    01/01/2004 to 12/31/2004            $9.17            $9.23          1,318,525
    01/01/2005 to 12/31/2005            $9.23            $9.63          2,175,821
    01/01/2006 to 12/31/2006            $9.63            $9.96          2,106,409
    01/01/2007 to 12/31/2007            $9.96           $10.44          2,120,859
    01/01/2008 to 12/31/2008           $10.44            $7.78          1,638,682
---------------------------------------------------------------------------------------
ProFund VP Industrials
    01/01/2002 to 12/31/2002               --            $7.93             12,642
    01/01/2003 to 12/31/2003            $7.93           $10.01            318,339
    01/01/2004 to 12/31/2004           $10.01           $11.15            253,411
    01/01/2005 to 12/31/2005           $11.15           $11.23            211,678
    01/01/2006 to 12/31/2006           $11.23           $12.33            242,684
    01/01/2007 to 12/31/2007           $12.33           $13.55            708,921
    01/01/2008 to 12/31/2008           $13.55            $7.93            348,521
---------------------------------------------------------------------------------------
ProFund VP Internet
    01/01/2002 to 12/31/2002               --            $8.57            306,572
    01/01/2003 to 12/31/2003            $8.57           $15.00            206,876
    01/01/2004 to 12/31/2004           $15.00           $17.89            992,879
    01/01/2005 to 12/31/2005           $17.89           $18.90            467,320
    01/01/2006 to 12/31/2006           $18.90           $18.84            200,072
    01/01/2007 to 12/31/2007           $18.84           $20.42            435,015
    01/01/2008 to 12/31/2008           $20.42           $11.08            116,246
---------------------------------------------------------------------------------------
ProFund VP Pharmaceuticals
    01/01/2002 to 12/31/2002               --            $8.56            136,559
    01/01/2003 to 12/31/2003            $8.56            $8.89            266,978
    01/01/2004 to 12/31/2004            $8.89            $7.93            527,336
    01/01/2005 to 12/31/2005            $7.93            $7.51            515,769
    01/01/2006 to 12/31/2006            $7.51            $8.28            716,678
    01/01/2007 to 12/31/2007            $8.28            $8.33            492,538
    01/01/2008 to 12/31/2008            $8.33            $6.60            588,925



                                     A-39






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                     Beginning of Period End of Period    End of Period
                                                          
---------------------------------------------------------------------------------------
ProFund VP Precious Metals
    01/01/2002 to 12/31/2002               --            $9.70          1,175,651
    01/01/2003 to 12/31/2003            $9.70           $13.29          1,329,806
    01/01/2004 to 12/31/2004           $13.29           $11.77          1,479,384
    01/01/2005 to 12/31/2005           $11.77           $14.62          2,426,531
    01/01/2006 to 12/31/2006           $14.62           $15.44          2,487,596
    01/01/2007 to 12/31/2007           $15.44           $18.60          3,177,702
    01/01/2008 to 12/31/2008           $18.60           $12.66          2,709,868
---------------------------------------------------------------------------------------
ProFund VP Real Estate
    01/01/2002 to 12/31/2002               --            $9.86            441,318
    01/01/2003 to 12/31/2003            $9.86           $12.91            462,906
    01/01/2004 to 12/31/2004           $12.91           $16.15          1,816,706
    01/01/2005 to 12/31/2005           $16.15           $16.96            501,989
    01/01/2006 to 12/31/2006           $16.96           $22.10            926,728
    01/01/2007 to 12/31/2007           $22.10           $17.47            505,436
    01/01/2008 to 12/31/2008           $17.47           $10.09            587,638
---------------------------------------------------------------------------------------
ProFund VP Semiconductor
    01/01/2002 to 12/31/2002               --            $5.14             93,241
    01/01/2003 to 12/31/2003            $5.14            $9.51            423,958
    01/01/2004 to 12/31/2004            $9.51            $7.15            694,352
    01/01/2005 to 12/31/2005            $7.15            $7.64            746,084
    01/01/2006 to 12/31/2006            $7.64            $6.98            339,250
    01/01/2007 to 12/31/2007            $6.98            $7.35            272,048
    01/01/2008 to 12/31/2008            $7.35            $3.63            166,664
---------------------------------------------------------------------------------------
ProFund VP Technology
    01/01/2002 to 12/31/2002               --            $6.03            254,131
    01/01/2003 to 12/31/2003            $6.03            $8.66            497,972
    01/01/2004 to 12/31/2004            $8.66            $8.48            727,580
    01/01/2005 to 12/31/2005            $8.48            $8.45            577,737
    01/01/2006 to 12/31/2006            $8.45            $8.98            673,628
    01/01/2007 to 12/31/2007            $8.98           $10.10          1,668,456
    01/01/2008 to 12/31/2008           $10.10            $5.53            322,313
---------------------------------------------------------------------------------------
ProFund VP Telecommunications
    01/01/2002 to 12/31/2002               --            $7.15            272,408
    01/01/2003 to 12/31/2003            $7.15            $7.21            398,350
    01/01/2004 to 12/31/2004            $7.21            $8.19            460,848
    01/01/2005 to 12/31/2005            $8.19            $7.52            456,586
    01/01/2006 to 12/31/2006            $7.52            $9.93          1,277,316
    01/01/2007 to 12/31/2007            $9.93           $10.59          1,098,402
    01/01/2008 to 12/31/2008           $10.59            $6.83            840,295
---------------------------------------------------------------------------------------
ProFund VP Utilities
    01/01/2002 to 12/31/2002               --            $7.83            521,419
    01/01/2003 to 12/31/2003            $7.83            $9.34            618,427
    01/01/2004 to 12/31/2004            $9.34           $11.13          1,060,939
    01/01/2005 to 12/31/2005           $11.13           $12.37          1,996,877
    01/01/2006 to 12/31/2006           $12.37           $14.51          2,195,309
    01/01/2007 to 12/31/2007           $14.51           $16.52          3,808,582
    01/01/2008 to 12/31/2008           $16.52           $11.26          1,279,942



                                     A-40






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                     Beginning of Period End of Period    End of Period
                                                          
---------------------------------------------------------------------------------------
ProFund VP Bull
    01/01/2002 to 12/31/2002               --            $7.97            954,792
    01/01/2003 to 12/31/2003            $7.97            $9.84          3,563,562
    01/01/2004 to 12/31/2004            $9.84           $10.53          8,215,357
    01/01/2005 to 12/31/2005           $10.53           $10.64          7,846,866
    01/01/2006 to 12/31/2006           $10.64           $11.90          7,031,661
    01/01/2007 to 12/31/2007           $11.90           $12.12          4,013,033
    01/01/2008 to 12/31/2008           $12.12            $7.43          2,963,943
---------------------------------------------------------------------------------------
ProFund VP Bear
    01/01/2002 to 12/31/2002               --           $11.38          1,532,543
    01/01/2003 to 12/31/2003           $11.38            $8.44          1,886,515
    01/01/2004 to 12/31/2004            $8.44            $7.45          1,202,243
    01/01/2005 to 12/31/2005            $7.45            $7.23          2,169,659
    01/01/2006 to 12/31/2006            $7.23            $6.57          1,868,606
    01/01/2007 to 12/31/2007            $6.57            $6.50          1,722,065
    01/01/2008 to 12/31/2008            $6.50            $8.95          2,326,201
---------------------------------------------------------------------------------------
ProFund VP UltraBull
    01/01/2002 to 12/31/2002               --            $6.78            297,435
    01/01/2003 to 12/31/2003            $6.78           $10.20          1,431,345
    01/01/2004 to 12/31/2004           $10.20           $11.76          2,817,803
    01/01/2005 to 12/31/2005           $11.76           $11.87          1,158,024
    01/01/2006 to 12/31/2006           $11.87           $14.36          1,596,920
    01/01/2007 to 12/31/2007           $14.36           $14.24          1,964,725
    01/01/2008 to 12/31/2008           $14.24            $4.57          8,061,341
---------------------------------------------------------------------------------------
ProFund VP NASDAQ-100
    01/01/2002 to 12/31/2002               --            $6.45          1,346,852
    01/01/2003 to 12/31/2003            $6.45            $9.32          4,445,234
    01/01/2004 to 12/31/2004            $9.32            $9.94          4,885,351
    01/01/2005 to 12/31/2005            $9.94            $9.80          2,467,486
    01/01/2006 to 12/31/2006            $9.80           $10.16          1,764,614
    01/01/2007 to 12/31/2007           $10.16           $11.76          2,265,084
    01/01/2008 to 12/31/2008           $11.76            $6.65          1,171,313
---------------------------------------------------------------------------------------
ProFund VP Short NASDAQ-100
    01/01/2002 to 12/31/2002               --           $11.00            433,181
    01/01/2003 to 12/31/2003           $11.00            $6.78          1,535,439
    01/01/2004 to 12/31/2004            $6.78            $5.93            908,064
    01/01/2005 to 12/31/2005            $5.93            $5.88          2,494,108
    01/01/2006 to 12/31/2006            $5.88            $5.70          1,891,265
    01/01/2007 to 12/31/2007            $5.70            $4.96            860,024
    01/01/2008 to 12/31/2008            $4.96            $7.23            722,924
---------------------------------------------------------------------------------------
ProFund VP UltraNASDAQ-100
    01/01/2002 to 12/31/2002               --            $3.53          1,003,123
    01/01/2003 to 12/31/2003            $3.53            $7.03          3,410,589
    01/01/2004 to 12/31/2004            $7.03            $7.89          6,592,447
    01/01/2005 to 12/31/2005            $7.89            $7.47          4,740,165
    01/01/2006 to 12/31/2006            $7.47            $7.70          2,319,572
    01/01/2007 to 12/31/2007            $7.70            $9.73          4,024,405
    01/01/2008 to 12/31/2008            $9.73            $2.61          3,358,757



                                     A-41






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                     Beginning of Period End of Period    End of Period
                                                          
---------------------------------------------------------------------------------------
ProFund VP Mid-Cap Value
    01/01/2002 to 12/31/2002               --            $7.66            438,387
    01/01/2003 to 12/31/2003            $7.66           $10.23          1,455,513
    01/01/2004 to 12/31/2004           $10.23           $11.67          2,632,869
    01/01/2005 to 12/31/2005           $11.67           $12.49          2,164,543
    01/01/2006 to 12/31/2006           $12.49           $13.80          1,978,580
    01/01/2007 to 12/31/2007           $13.80           $13.70          1,436,105
    01/01/2008 to 12/31/2008           $13.70            $8.58            733,971
---------------------------------------------------------------------------------------
ProFund VP Mid-Cap Growth
    01/01/2002 to 12/31/2002               --            $7.70            439,054
    01/01/2003 to 12/31/2003            $7.70            $9.69          1,009,867
    01/01/2004 to 12/31/2004            $9.69           $10.58          2,220,901
    01/01/2005 to 12/31/2005           $10.58           $11.58          5,059,312
    01/01/2006 to 12/31/2006           $11.58           $11.84          1,594,539
    01/01/2007 to 12/31/2007           $11.84           $13.01          2,101,505
    01/01/2008 to 12/31/2008           $13.01            $7.83          1,117,437
---------------------------------------------------------------------------------------
ProFund VP UltraMid-Cap
    01/01/2002 to 12/31/2002               --            $5.71            477,953
    01/01/2003 to 12/31/2003            $5.71            $9.55          1,112,311
    01/01/2004 to 12/31/2004            $9.55           $11.99          3,106,849
    01/01/2005 to 12/31/2005           $11.99           $13.91          1,935,489
    01/01/2006 to 12/31/2006           $13.91           $15.14          1,588,771
    01/01/2007 to 12/31/2007           $15.14           $15.77          1,072,846
    01/01/2008 to 12/31/2008           $15.77            $5.04          2,684,256
---------------------------------------------------------------------------------------
ProFund VP Small-Cap Value
    01/01/2002 to 12/31/2002               --            $7.09            994,778
    01/01/2003 to 12/31/2003            $7.09            $9.39          5,144,632
    01/01/2004 to 12/31/2004            $9.39           $11.10          4,088,760
    01/01/2005 to 12/31/2005           $11.10           $11.35          1,398,441
    01/01/2006 to 12/31/2006           $11.35           $13.11          2,446,357
    01/01/2007 to 12/31/2007           $13.11           $11.96            714,107
    01/01/2008 to 12/31/2008           $11.96            $8.15            838,930
---------------------------------------------------------------------------------------
ProFund VP Small-Cap Growth
    01/01/2002 to 12/31/2002               --            $7.69            772,260
    01/01/2003 to 12/31/2003            $7.69           $10.16          3,868,951
    01/01/2004 to 12/31/2004           $10.16           $11.98          4,677,820
    01/01/2005 to 12/31/2005           $11.98           $12.67          4,579,886
    01/01/2006 to 12/31/2006           $12.67           $13.54          1,643,633
    01/01/2007 to 12/31/2007           $13.54           $13.85            676,467
    01/01/2008 to 12/31/2008           $13.85            $8.99            990,289
---------------------------------------------------------------------------------------
ProFund VP UltraSmall-Cap
    01/01/2002 to 12/31/2002               --            $6.14            212,085
    01/01/2003 to 12/31/2003            $6.14           $12.04          1,702,558
    01/01/2004 to 12/31/2004           $12.04           $15.52          5,098,565
    01/01/2005 to 12/31/2005           $15.52           $15.23            816,754
    01/01/2006 to 12/31/2006           $15.23           $18.87          1,580,595
    01/01/2007 to 12/31/2007           $18.87           $16.11            527,856
    01/01/2008 to 12/31/2008           $16.11            $5.36          2,519,397



                                     A-42






                                                                                         Number of
                                                     Accumulation     Accumulation      Accumulation
                                                     Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                      Beginning of Period End of Period    End of Period
                                                                           
--------------------------------------------------------------------------------------------------------
ProFund VP U.S. Government Plus
    01/01/2002 to 12/31/2002                                --           $11.56          2,486,854
    01/01/2003 to 12/31/2003                            $11.56           $11.08            731,470
    01/01/2004 to 12/31/2004                            $11.08           $11.79          1,051,158
    01/01/2005 to 12/31/2005                            $11.79           $12.64          2,312,868
    01/01/2006 to 12/31/2006                            $12.64           $11.86            821,668
    01/01/2007 to 12/31/2007                            $11.86           $12.85          2,443,725
    01/01/2008 to 12/31/2008                            $12.85           $18.92          2,696,273
--------------------------------------------------------------------------------------------------------
ProFund VP Rising Rates Opportunity
    01/01/2002 to 12/31/2002                                --            $8.02            165,792
    01/01/2003 to 12/31/2003                             $8.02            $7.56          1,817,924
    01/01/2004 to 12/31/2004                             $7.56            $6.63          5,314,528
    01/01/2005 to 12/31/2005                             $6.63            $6.00          3,415,324
    01/01/2006 to 12/31/2006                             $6.00            $6.50          4,567,551
    01/01/2007 to 12/31/2007                             $6.50            $6.06          1,806,294
    01/01/2008 to 12/31/2008                             $6.06            $3.70          2,315,493
--------------------------------------------------------------------------------------------------------
ACCESS VP High Yield Fund
    05/02/2005* to 12/31/2005                           $10.00           $10.56            899,139
    01/01/2006 to 12/31/2006                            $10.56           $11.38          1,207,864
    01/01/2007 to 12/31/2007                            $11.38           $11.78            898,024
    01/01/2008 to 12/31/2008                            $11.78           $11.04            901,901
--------------------------------------------------------------------------------------------------------
First Trust Target Focus Four Portfolio
    01/01/2002 to 12/31/2002                                --            $6.80             19,826
    01/01/2003 to 12/31/2003                             $6.80            $9.16             66,435
    01/01/2004 to 12/31/2004                             $9.16           $10.03             91,924
    01/01/2005 to 12/31/2005                            $10.03            $9.92             87,726
    01/01/2006 to 12/31/2006                             $9.92           $10.15            100,227
    01/01/2007 to 12/31/2007                            $10.15           $10.55            106,856
    01/01/2008 to 12/31/2008                            $10.55            $5.83            190,718
--------------------------------------------------------------------------------------------------------
Global Dividend Target 15
 formerly, First Trust Global Dividend Target 15
    01/01/2004 to 12/31/2004                                --           $11.85            311,233
    01/01/2005 to 12/31/2005                            $11.85           $12.84            590,605
    01/01/2006 to 12/31/2006                            $12.84           $17.48          1,507,757
    01/01/2007 to 12/31/2007                            $17.48           $19.49          2,078,809
    01/01/2008 to 12/31/2008                            $19.49           $10.97          1,122,006
--------------------------------------------------------------------------------------------------------
Target Managed VIP Portfolio
 formerly, First Trust Managed VIP
    01/01/2004 to 12/31/2004                                --           $11.32          1,777,316
    01/01/2005 to 12/31/2005                            $11.32           $11.94          2,420,874
    01/01/2006 to 12/31/2006                            $11.94           $13.10          2,772,210
    01/01/2007 to 12/31/2007                            $13.10           $14.10          2,203,754
    01/01/2008 to 12/31/2008                            $14.10            $7.65          1,345,285
--------------------------------------------------------------------------------------------------------
NASDAQ Target 15 Portfolio
 formerly, First Trust NASDAQ Target 15
    01/01/2004 to 12/31/2004                                --           $10.66             82,809
    01/01/2005 to 12/31/2005                            $10.66           $10.83            134,177
    01/01/2006 to 12/31/2006                            $10.83           $11.60            199,508
    01/01/2007 to 12/31/2007                            $11.60           $13.88            403,709
    01/01/2008 to 12/31/2008                            $13.88            $6.71            199,304



                                     A-43






                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                 Beginning of Period End of Period    End of Period
                                                                      
---------------------------------------------------------------------------------------------------
S&P Target 24 Portfolio
 formerly, First Trust S&P Target 24
    01/01/2004 to 12/31/2004                           --           $10.75            173,851
    01/01/2005 to 12/31/2005                       $10.75           $11.01            304,840
    01/01/2006 to 12/31/2006                       $11.01           $11.14            290,152
    01/01/2007 to 12/31/2007                       $11.14           $11.42            274,858
    01/01/2008 to 12/31/2008                       $11.42            $8.09            259,188
---------------------------------------------------------------------------------------------------
The DOW DART 10 Portfolio
 formerly, First Trust Dow Target 10
    01/01/2004 to 12/31/2004                           --           $10.48            155,695
    01/01/2005 to 12/31/2005                       $10.48            $9.98            194,864
    01/01/2006 to 12/31/2006                        $9.98           $12.32            481,064
    01/01/2007 to 12/31/2007                       $12.32           $12.20            235,030
    01/01/2008 to 12/31/2008                       $12.20            $8.58            249,670
---------------------------------------------------------------------------------------------------
The DOW Target Dividend Portfolio
 formerly, First Trust Dow Target Dividend
    05/02/2005* to 12/31/2005                      $10.00            $9.76          1,240,525
    01/01/2006 to 12/31/2006                        $9.76           $11.34          2,310,768
    01/01/2007 to 12/31/2007                       $11.34           $11.28          2,000,024
    01/01/2008 to 12/31/2008                       $11.28            $6.59          1,374,063
---------------------------------------------------------------------------------------------------
Value Line Target 25 Portfolio
 formerly, First Trust Value Line Target 25
    01/01/2004 to 12/31/2004                           --           $12.59            389,792
    01/01/2005 to 12/31/2005                       $12.59           $14.82          1,068,337
    01/01/2006 to 12/31/2006                       $14.82           $15.00          1,119,827
    01/01/2007 to 12/31/2007                       $15.00           $17.43          1,173,103
    01/01/2008 to 12/31/2008                       $17.43            $7.74          1,027,401
---------------------------------------------------------------------------------------------------
ProFund VP Large-Cap Growth
    01/01/2004 to 12/31/2004                           --           $10.37             72,725
    01/01/2005 to 12/31/2005                       $10.37           $10.30          2,620,748
    01/01/2006 to 12/31/2006                       $10.30           $11.05          2,181,106
    01/01/2007 to 12/31/2007                       $11.05           $11.62          2,009,820
    01/01/2008 to 12/31/2008                       $11.62            $7.37          1,340,839
---------------------------------------------------------------------------------------------------
ProFund VP Large-Cap Value
    01/01/2004 to 12/31/2004                           --           $10.37            159,605
    01/01/2005 to 12/31/2005                       $10.37           $10.51          2,141,309
    01/01/2006 to 12/31/2006                       $10.51           $12.26          4,023,312
    01/01/2007 to 12/31/2007                       $12.26           $12.08          1,984,257
    01/01/2008 to 12/31/2008                       $12.08            $7.07          1,514,949
---------------------------------------------------------------------------------------------------
ProFund VP Short Mid-Cap
    01/01/2004 to 12/31/2004                           --            $9.70             39,360
    01/01/2005 to 12/31/2005                        $9.70            $8.64            364,782
    01/01/2006 to 12/31/2006                        $8.64            $8.18            254,207
    01/01/2007 to 12/31/2007                        $8.18            $7.82            131,223
    01/01/2008 to 12/31/2008                        $7.82           $10.14            177,441
---------------------------------------------------------------------------------------------------
ProFund VP Short Small-Cap
    01/01/2004 to 12/31/2004                           --            $9.54            136,809
    01/01/2005 to 12/31/2005                        $9.54            $9.11            220,842
    01/01/2006 to 12/31/2006                        $9.11            $7.90            560,897
    01/01/2007 to 12/31/2007                        $7.90            $8.12          1,000,449
    01/01/2008 to 12/31/2008                        $8.12            $9.92            233,809



                                     A-44






                                                                                               Number of
                                                           Accumulation     Accumulation      Accumulation
                                                           Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                            Beginning of Period End of Period    End of Period
                                                                                 
--------------------------------------------------------------------------------------------------------------
Prudential SP International Growth Portfolio
    01/01/2004 to 12/31/2004                                      --           $10.53             269,671
    01/01/2005 to 12/31/2005                                  $10.53           $12.05             672,243
    01/01/2006 to 12/31/2006                                  $12.05           $14.35             742,865
    01/01/2007 to 12/31/2007                                  $14.35           $16.87             828,104
    01/01/2008 to 12/31/2008                                  $16.87            $8.25             357,600
--------------------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.00             649,828
    01/01/2006 to 12/31/2006                                  $10.00           $11.38           5,212,589
    01/01/2007 to 12/31/2007                                  $11.38           $12.26           8,022,912
    01/01/2008 to 12/31/2008                                  $12.26            $6.95           5,663,091
--------------------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.01           2,586,013
    01/01/2006 to 12/31/2006                                  $10.01           $11.19          23,048,850
    01/01/2007 to 12/31/2007                                  $11.19           $12.07          31,465,957
    01/01/2008 to 12/31/2008                                  $12.07            $7.73          32,624,883
--------------------------------------------------------------------------------------------------------------
AST Academic Strategies Asset Allocation Portfolio
 formerly, AST Balanced Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.02           2,726,484
    01/01/2006 to 12/31/2006                                  $10.02           $11.01          21,829,919
    01/01/2007 to 12/31/2007                                  $11.01           $11.83          30,616,578
    01/01/2008 to 12/31/2008                                  $11.83            $7.93          35,995,508
--------------------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
 formerly, AST Conservative Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.03             685,724
    01/01/2006 to 12/31/2006                                  $10.03           $10.90           7,315,279
    01/01/2007 to 12/31/2007                                  $10.90           $11.70          12,873,620
    01/01/2008 to 12/31/2008                                  $11.70            $8.20          24,018,186
--------------------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.04             115,215
    01/01/2006 to 12/31/2006                                  $10.04           $10.66           3,303,256
    01/01/2007 to 12/31/2007                                  $10.66           $11.40           7,359,596
    01/01/2008 to 12/31/2008                                  $11.40            $9.02          24,830,005
--------------------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    03/20/2006* to 12/31/2006                                 $10.00           $10.66           5,258,474
    01/01/2007 to 12/31/2007                                  $10.66           $11.48           8,525,849
    01/01/2008 to 12/31/2008                                  $11.48            $7.93          16,229,117
--------------------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    03/20/2006* to 12/31/2006                                 $10.00           $10.58           3,781,525
    01/01/2007 to 12/31/2007                                  $10.58           $11.30           7,801,920
    01/01/2008 to 12/31/2008                                  $11.30            $7.28          13,486,356
--------------------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Target Portfolio
    03/20/2006* to 12/31/2006                                 $10.00           $10.48           3,795,562
    01/01/2007 to 12/31/2007                                  $10.48           $11.49           7,899,326
    01/01/2008 to 12/31/2008                                  $11.49            $6.70          13,640,692
--------------------------------------------------------------------------------------------------------------
AST CLS Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                 $10.00           $11.51             120,901
    01/01/2008 to 12/31/2008                                  $11.51            $7.33           2,184,002
--------------------------------------------------------------------------------------------------------------
AST CLS Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                 $10.00           $10.04              74,936
    01/01/2008 to 12/31/2008                                  $10.04            $7.15           5,507,286



                                     A-45






                                                                                              Number of
                                                          Accumulation     Accumulation      Accumulation
                                                          Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                           Beginning of Period End of Period    End of Period
                                                                                
-------------------------------------------------------------------------------------------------------------
AST Horizon Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $10.19             157,014
    01/01/2008 to 12/31/2008                                 $10.19            $6.94           1,952,838
-------------------------------------------------------------------------------------------------------------
AST Horizon Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $10.17              39,143
    01/01/2008 to 12/31/2008                                 $10.17            $7.58           3,825,075
-------------------------------------------------------------------------------------------------------------
AST Niemann Capital Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $10.00              50,892
    01/01/2008 to 12/31/2008                                 $10.00            $7.16           2,156,002
-------------------------------------------------------------------------------------------------------------
AST Western Asset Core Plus Bond Portfolio
    11/19/2007* to 12/31/2007                                $10.00            $9.98             213,630
    01/01/2008 to 12/31/2008                                  $9.98            $9.30           4,064,760
-------------------------------------------------------------------------------------------------------------
AST Investment Grade Bond Portfolio
    01/28/2008* to 12/31/2008                                $10.00           $10.73         128,735,078
-------------------------------------------------------------------------------------------------------------
AST Global Real Estate Portfolio
    07/21/2008* to 12/31/2008                                $10.18            $6.11             100,170
-------------------------------------------------------------------------------------------------------------
AST Parametric Emerging Markets Equity Portfolio
    07/21/2008* to 12/31/2008                                $10.10            $5.57             126,548
-------------------------------------------------------------------------------------------------------------
AST Focus Four Plus Portfolio
    07/21/2008* to 12/31/2008                                $10.00            $7.47           1,469,632
-------------------------------------------------------------------------------------------------------------
Franklin Templeton VIP Founding Funds Allocation Fund
    05/01/2008* to 12/31/2008                                $10.08            $6.64           5,636,967




 *  Denotes the start date of these sub-accounts.

                                    APEX II
                Prudential Annuities Life Assurance Corporation
                                   Prospectus

            ACCUMULATION UNIT VALUES: With LT5, HDV, and EBP (3.00%)





                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                 Beginning of Period End of Period    End of Period
                                                                      
---------------------------------------------------------------------------------------------------
AST JPMorgan International Equity Portfolio
    03/14/2005 to 12/31/2005                        $9.91           $10.53              0
    01/01/2006 to 12/31/2006                       $10.53           $12.55              0
    01/01/2007 to 12/31/2007                       $12.55           $13.32              0
    01/01/2008 to 12/31/2008                       $13.32            $7.57              0
---------------------------------------------------------------------------------------------------
AST International Growth Portfolio
    03/14/2005 to 12/31/2005                        $9.92           $11.16              0
    01/01/2006 to 12/31/2006                       $11.16           $13.10              0
    01/01/2007 to 12/31/2007                       $13.10           $15.12              0
    01/01/2008 to 12/31/2008                       $15.12            $7.30              0
---------------------------------------------------------------------------------------------------
AST International Value Portfolio
    03/14/2005 to 12/31/2005                        $9.92           $10.59              0
    01/01/2006 to 12/31/2006                       $10.59           $13.09              0
    01/01/2007 to 12/31/2007                       $13.09           $14.95              0
    01/01/2008 to 12/31/2008                       $14.95            $8.12              0



                                     A-46






                                                                                                Number of
                                                            Accumulation     Accumulation      Accumulation
                                                            Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                             Beginning of Period End of Period    End of Period
                                                                                  
---------------------------------------------------------------------------------------------------------------
AST MFS Global Equity Portfolio
    03/14/2005 to 12/31/2005                                    $9.96           $10.36              0
    01/01/2006 to 12/31/2006                                   $10.36           $12.49              0
    01/01/2007 to 12/31/2007                                   $12.49           $13.25              0
    01/01/2008 to 12/31/2008                                   $13.25            $8.49              0
---------------------------------------------------------------------------------------------------------------
AST Small-Cap Growth Portfolio
    03/14/2005 to 12/31/2005                                   $10.04           $10.31              0
    01/01/2006 to 12/31/2006                                   $10.31           $11.27              0
    01/01/2007 to 12/31/2007                                   $11.27           $11.71              0
    01/01/2008 to 12/31/2008                                   $11.71            $7.38              0
---------------------------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth Portfolio
    03/14/2005 to 12/31/2005                                   $10.01           $10.20              0
    01/01/2006 to 12/31/2006                                   $10.20           $10.66              0
    01/01/2007 to 12/31/2007                                   $10.66           $12.27              0
    01/01/2008 to 12/31/2008                                   $12.27            $6.84              0
---------------------------------------------------------------------------------------------------------------
AST Federated Aggressive Growth Portfolio
    03/14/2005 to 12/31/2005                                   $10.00           $10.84              0
    01/01/2006 to 12/31/2006                                   $10.84           $11.87              0
    01/01/2007 to 12/31/2007                                   $11.87           $12.80              0
    01/01/2008 to 12/31/2008                                   $12.80            $6.94              0
---------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Small-Cap Value Portfolio
    03/14/2005 to 12/31/2005                                   $10.05           $10.44              0
    01/01/2006 to 12/31/2006                                   $10.44           $11.87              0
    01/01/2007 to 12/31/2007                                   $11.87           $10.92              0
    01/01/2008 to 12/31/2008                                   $10.92            $7.77              0
---------------------------------------------------------------------------------------------------------------
AST Small-Cap Value Portfolio
    03/14/2005 to 12/31/2005                                   $10.05           $10.53              0
    01/01/2006 to 12/31/2006                                   $10.53           $12.26              0
    01/01/2007 to 12/31/2007                                   $12.26           $11.22              0
    01/01/2008 to 12/31/2008                                   $11.22            $7.65              0
---------------------------------------------------------------------------------------------------------------
AST DeAm Small-Cap Value Portfolio
    03/14/2005 to 12/31/2005                                   $10.04            $9.90              0
    01/01/2006 to 12/31/2006                                    $9.90           $11.53              0
    01/01/2007 to 12/31/2007                                   $11.53            $9.19              0
    01/01/2008 to 07/18/2008                                    $9.19            $8.36              0
---------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth Portfolio
    03/14/2005 to 12/31/2005                                   $10.00           $10.46              0
    01/01/2006 to 12/31/2006                                   $10.46           $10.78              0
    01/01/2007 to 12/31/2007                                   $10.78           $12.48              0
    01/01/2008 to 12/31/2008                                   $12.48            $7.17              0
---------------------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth Portfolio
    03/14/2005 to 12/31/2005                                   $10.05           $11.21              0
    01/01/2006 to 12/31/2006                                   $11.21           $12.40              0
    01/01/2007 to 12/31/2007                                   $12.40           $14.70              0
    01/01/2008 to 12/31/2008                                   $14.70            $8.10              0
---------------------------------------------------------------------------------------------------------------
AST Neuberger Berman/LSV Mid-Cap Value Portfolio
 formerly, AST Neuberger Berman Mid-Cap Value Portfolio
    03/14/2005 to 12/31/2005                                   $10.02           $10.76              0
    01/01/2006 to 12/31/2006                                   $10.76           $11.56              0
    01/01/2007 to 12/31/2007                                   $11.56           $11.57              0
    01/01/2008 to 12/31/2008                                   $11.57            $6.48              0



                                     A-47






                                                                                        Number of
                                                    Accumulation     Accumulation      Accumulation
                                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                     Beginning of Period End of Period    End of Period
                                                                          
-------------------------------------------------------------------------------------------------------
AST Alger All-Cap Growth Portfolio
    03/14/2005 to 12/02/2005                           $10.09           $11.59              0
-------------------------------------------------------------------------------------------------------
AST Mid-Cap Value Portfolio
    03/14/2005 to 12/31/2005                           $10.06           $10.24              0
    01/01/2006 to 12/31/2006                           $10.24           $11.34              0
    01/01/2007 to 12/31/2007                           $11.34           $11.31              0
    01/01/2008 to 12/31/2008                           $11.31            $6.78              0
-------------------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources Portfolio
    03/14/2005 to 12/31/2005                           $10.00           $11.61              0
    01/01/2006 to 12/31/2006                           $11.61           $13.05              0
    01/01/2007 to 12/31/2007                           $13.05           $17.78              0
    01/01/2008 to 12/31/2008                           $17.78            $8.62              0
-------------------------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap Growth Portfolio
    03/14/2005 to 12/31/2005                           $10.02           $11.98              0
    01/01/2006 to 12/31/2006                           $11.98           $12.28              0
    01/01/2007 to 12/31/2007                           $12.28           $12.89              0
    01/01/2008 to 12/31/2008                           $12.89            $7.43              0
-------------------------------------------------------------------------------------------------------
AST MFS Growth Portfolio
    03/14/2005 to 12/31/2005                           $10.04           $10.64              0
    01/01/2006 to 12/31/2006                           $10.64           $11.32              0
    01/01/2007 to 12/31/2007                           $11.32           $12.63              0
    01/01/2008 to 12/31/2008                           $12.63            $7.81              0
-------------------------------------------------------------------------------------------------------
AST Marsico Capital Growth Portfolio
    03/14/2005 to 12/31/2005                           $10.12           $10.78              0
    01/01/2006 to 12/31/2006                           $10.78           $11.21              0
    01/01/2007 to 12/31/2007                           $11.21           $12.50              0
    01/01/2008 to 12/31/2008                           $12.50            $6.83              0
-------------------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth Portfolio
    03/14/2005 to 12/31/2005                           $10.03           $10.64              0
    01/01/2006 to 12/31/2006                           $10.64           $11.35              0
    01/01/2007 to 12/31/2007                           $11.35           $12.55              0
    01/01/2008 to 12/31/2008                           $12.55            $7.27              0
-------------------------------------------------------------------------------------------------------
AST DeAm Large-Cap Value Portfolio
    03/14/2005 to 12/31/2005                           $10.08           $10.59              0
    01/01/2006 to 12/31/2006                           $10.59           $12.51              0
    01/01/2007 to 12/31/2007                           $12.51           $12.28              0
    01/01/2008 to 12/31/2008                           $12.28            $7.47              0
-------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value Portfolio
    03/14/2005 to 12/02/2005                           $10.05           $11.21              0
-------------------------------------------------------------------------------------------------------
AST AllianceBernstein Core Value Portfolio
    03/14/2005 to 12/31/2005                           $10.08           $10.20              0
    01/01/2006 to 12/31/2006                           $10.20           $12.00              0
    01/01/2007 to 12/31/2007                           $12.00           $11.22              0
    01/01/2008 to 12/31/2008                           $11.22            $6.33              0
-------------------------------------------------------------------------------------------------------
AST Cohen & Steers Realty Portfolio
    03/14/2005 to 12/31/2005                           $10.15           $11.88              0
    01/01/2006 to 12/31/2006                           $11.88           $15.76              0
    01/01/2007 to 12/31/2007                           $15.76           $12.24              0
    01/01/2008 to 12/31/2008                           $12.24            $7.71              0



                                     A-48






                                                                                                       Number of
                                                                   Accumulation     Accumulation      Accumulation
                                                                   Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                                    Beginning of Period End of Period    End of Period
                                                                                         
----------------------------------------------------------------------------------------------------------------------
AST QMA US Equity Alpha
 formerly, AST AllianceBernstein Managed Index 500 Portfolio
    03/14/2005 to 12/31/2005                                          $10.05           $10.28              0
    01/01/2006 to 12/31/2006                                          $10.28           $11.23              0
    01/01/2007 to 12/31/2007                                          $11.23           $11.12              0
    01/01/2008 to 12/31/2008                                          $11.12            $6.61              0
----------------------------------------------------------------------------------------------------------------------
AST American Century Income & Growth Portfolio
    03/14/2005 to 12/31/2005                                          $10.07           $10.22              0
    01/01/2006 to 12/31/2006                                          $10.22           $11.58              0
    01/01/2007 to 12/31/2007                                          $11.58           $11.22              0
    01/01/2008 to 12/31/2008                                          $11.22            $7.10              0
----------------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth & Income Portfolio
    03/14/2005 to 12/31/2005                                          $10.05           $10.15              0
    01/01/2006 to 12/31/2006                                          $10.15           $11.55              0
    01/01/2007 to 12/31/2007                                          $11.55           $11.77              0
    01/01/2008 to 12/31/2008                                          $11.77            $6.77              0
----------------------------------------------------------------------------------------------------------------------
AST Large-Cap Value Portfolio
    03/14/2005 to 12/31/2005                                          $10.08           $10.44              0
    01/01/2006 to 12/31/2006                                          $10.44           $11.99              0
    01/01/2007 to 12/31/2007                                          $11.99           $11.29              0
    01/01/2008 to 12/31/2008                                          $11.29            $6.40              0
----------------------------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha Portfolio
    03/14/2005 to 12/31/2005                                          $10.01           $10.50              0
    01/01/2006 to 12/31/2006                                          $10.50           $11.32              0
    01/01/2007 to 12/31/2007                                          $11.32           $11.20              0
    01/01/2008 to 12/31/2008                                          $11.20            $8.95              0
----------------------------------------------------------------------------------------------------------------------
AST Schroders Multi-Asset World Strategies Portfolio
 formerly, AST American Century Strategic Allocation Portfolio
    03/14/2005 to 12/31/2005                                          $10.04           $10.20              0
    01/01/2006 to 12/31/2006                                          $10.20           $10.85              0
    01/01/2007 to 12/31/2007                                          $10.85           $11.46              0
    01/01/2008 to 12/31/2008                                          $11.46            $7.76              0
----------------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation Portfolio
    03/14/2005 to 12/31/2005                                          $10.03           $10.24              0
    01/01/2006 to 12/31/2006                                          $10.24           $11.17              0
    01/01/2007 to 12/31/2007                                          $11.17           $11.52              0
    01/01/2008 to 12/31/2008                                          $11.52            $8.28              0
----------------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond Portfolio
    03/14/2005 to 12/31/2005                                           $9.95            $9.34              0
    01/01/2006 to 12/31/2006                                           $9.34            $9.63              0
    01/01/2007 to 12/31/2007                                           $9.63           $10.24              0
    01/01/2008 to 12/31/2008                                          $10.24            $9.69              0
----------------------------------------------------------------------------------------------------------------------
AST High Yield Portfolio
    03/14/2005 to 12/31/2005                                           $9.98            $9.75              0
    01/01/2006 to 12/31/2006                                           $9.75           $10.43              0
    01/01/2007 to 12/31/2007                                          $10.43           $10.37              0
    01/01/2008 to 12/31/2008                                          $10.37            $7.49              0
----------------------------------------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture Portfolio
    03/14/2005 to 12/31/2005                                          $10.00            $9.84              0
    01/01/2006 to 12/31/2006                                           $9.84           $10.48              0
    01/01/2007 to 12/31/2007                                          $10.48           $10.78              0
    01/01/2008 to 12/31/2008                                          $10.78            $8.03              0



                                     A-49






                                                                                  Number of
                                              Accumulation     Accumulation      Accumulation
                                              Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                               Beginning of Period End of Period    End of Period
                                                                    
-------------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond Portfolio
    03/14/2005 to 12/31/2005                      $9.99           $10.04              0
    01/01/2006 to 12/31/2006                     $10.04           $10.10              0
    01/01/2007 to 12/31/2007                     $10.10           $10.61              0
    01/01/2008 to 12/31/2008                     $10.61           $10.06              0
-------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond Portfolio
    03/14/2005 to 12/31/2005                     $10.00            $9.94              0
    01/01/2006 to 12/31/2006                      $9.94           $10.01              0
    01/01/2007 to 12/31/2007                     $10.01           $10.37              0
    01/01/2008 to 12/31/2008                     $10.37           $10.17              0
-------------------------------------------------------------------------------------------------
AST Money Market Portfolio
    03/14/2005 to 12/31/2005                     $10.00            $9.99              0
    01/01/2006 to 12/31/2006                      $9.99           $10.13              0
    01/01/2007 to 12/31/2007                     $10.13           $10.31              0
    01/01/2008 to 12/31/2008                     $10.31           $10.25              0
-------------------------------------------------------------------------------------------------
Gartmore NVIT Developing Markets
    03/14/2005 to 12/31/2005                      $9.88           $11.93              0
    01/01/2006 to 12/31/2006                     $11.93           $15.57              0
    01/01/2007 to 12/31/2007                     $15.57           $21.67              0
    01/01/2008 to 12/31/2008                     $21.67            $8.86              0
-------------------------------------------------------------------------------------------------
Wells Fargo Advantage VT Equity Income
    03/14/2005 to 12/31/2005                     $10.07           $10.08              0
    01/01/2006 to 12/31/2006                     $10.08           $11.60              0
    01/01/2007 to 12/31/2007                     $11.60           $11.56              0
    01/01/2008 to 12/31/2008                     $11.56            $7.13              0
-------------------------------------------------------------------------------------------------
AIM V.I. Dynamics Fund
    03/14/2005 to 12/31/2005                     $10.05           $10.80              0
    01/01/2006 to 12/31/2006                     $10.80           $12.16              0
    01/01/2007 to 12/31/2007                     $12.16           $13.23              0
    01/01/2008 to 12/31/2008                     $13.23            $6.66              0
-------------------------------------------------------------------------------------------------
AIM V.I. Technology Fund
    03/14/2005 to 12/31/2005                     $10.00           $10.60              0
    01/01/2006 to 12/31/2006                     $10.60           $11.36              0
    01/01/2007 to 12/31/2007                     $11.36           $11.87              0
    01/01/2008 to 12/31/2008                     $11.87            $6.39              0
-------------------------------------------------------------------------------------------------
AIM V.I. Global Health Care
    03/14/2005 to 12/31/2005                     $10.06           $11.04              0
    01/01/2006 to 12/31/2006                     $11.04           $11.27              0
    01/01/2007 to 12/31/2007                     $11.27           $12.23              0
    01/01/2008 to 12/31/2008                     $12.23            $8.47              0
-------------------------------------------------------------------------------------------------
AIM V.I. Financial Services Fund
    03/14/2005 to 12/31/2005                     $10.06           $10.62              0
    01/01/2006 to 12/31/2006                     $10.62           $12.00              0
    01/01/2007 to 12/31/2007                     $12.00            $9.05              0
    01/01/2008 to 12/31/2008                      $9.05            $3.56              0
-------------------------------------------------------------------------------------------------
Evergreen VA International Equity Fund
    03/14/2005 to 12/31/2005                      $9.90           $10.88              0
    01/01/2006 to 12/31/2006                     $10.88           $13.00              0
    01/01/2007 to 12/31/2007                     $13.00           $14.50              0
    01/01/2008 to 12/31/2008                     $14.50            $8.23              0
-------------------------------------------------------------------------------------------------
Evergreen VA Special Equity Fund
    03/14/2005 to 04/15/2005                     $10.02            $9.26              0



                                     A-50






                                                                            Number of
                                        Accumulation     Accumulation      Accumulation
                                        Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                         Beginning of Period End of Period    End of Period
                                                              
-------------------------------------------------------------------------------------------
Evergreen VA Omega Fund
    03/14/2005 to 12/31/2005               $10.02           $10.50              0
    01/01/2006 to 12/31/2006               $10.50           $10.79              0
    01/01/2007 to 12/31/2007               $10.79           $11.72              0
    01/01/2008 to 12/31/2008               $11.72            $8.28              0
-------------------------------------------------------------------------------------------
Evergreen VA Growth Fund
    04/15/2005* to 12/31/2005               $9.82           $11.33              0
    01/01/2006 to 12/31/2006               $11.33           $12.20              0
    01/01/2007 to 12/31/2007               $12.20           $13.14              0
    01/01/2008 to 12/31/2008               $13.14            $7.50              0
-------------------------------------------------------------------------------------------
ProFund VP Europe 30
    03/14/2005 to 12/31/2005                $9.99           $10.41              0
    01/01/2006 to 12/31/2006               $10.41           $11.87              0
    01/01/2007 to 12/31/2007               $11.87           $13.19              0
    01/01/2008 to 12/31/2008               $13.19            $7.16              0
-------------------------------------------------------------------------------------------
ProFund VP Asia 30
    03/14/2005 to 12/31/2005                $9.99           $11.10              0
    01/01/2006 to 12/31/2006               $11.10           $14.99              0
    01/01/2007 to 12/31/2007               $14.99           $21.48              0
    01/01/2008 to 12/31/2008               $21.48           $10.25              0
-------------------------------------------------------------------------------------------
ProFund VP Japan
    03/14/2005 to 12/31/2005                $9.95           $13.38              0
    01/01/2006 to 12/31/2006               $13.38           $14.38              0
    01/01/2007 to 12/31/2007               $14.38           $12.56              0
    01/01/2008 to 12/31/2008               $12.56            $7.20              0
-------------------------------------------------------------------------------------------
ProFund VP Banks
    03/14/2005 to 12/31/2005               $10.08           $10.10              0
    01/01/2006 to 12/31/2006               $10.10           $11.31              0
    01/01/2007 to 12/31/2007               $11.31            $7.98              0
    01/01/2008 to 12/31/2008                $7.98            $4.11              0
-------------------------------------------------------------------------------------------
ProFund VP Basic Materials
    03/14/2005 to 12/31/2005                $9.98            $9.48              0
    01/01/2006 to 12/31/2006                $9.48           $10.62              0
    01/01/2007 to 12/31/2007               $10.62           $13.46              0
    01/01/2008 to 12/31/2008               $13.46            $6.34              0
-------------------------------------------------------------------------------------------
ProFund VP Biotechnology
    03/14/2005 to 12/31/2005               $10.48           $13.48              0
    01/01/2006 to 12/31/2006               $13.48           $12.55              0
    01/01/2007 to 12/31/2007               $12.55           $12.03              0
    01/01/2008 to 12/31/2008               $12.03           $11.88              0
-------------------------------------------------------------------------------------------
ProFund VP Consumer Services
    03/14/2005 to 12/31/2005               $10.04            $9.66              0
    01/01/2006 to 12/31/2006                $9.66           $10.50              0
    01/01/2007 to 12/31/2007               $10.50            $9.34              0
    01/01/2008 to 12/31/2008                $9.34            $6.22              0
-------------------------------------------------------------------------------------------
ProFund VP Consumer Goods Portfolio
    03/14/2005 to 12/31/2005               $10.03            $9.73              0
    01/01/2006 to 12/31/2006                $9.73           $10.63              0
    01/01/2007 to 12/31/2007               $10.63           $11.09              0
    01/01/2008 to 12/31/2008               $11.09            $7.89              0



                                     A-51






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                     Beginning of Period End of Period    End of Period
                                                          
---------------------------------------------------------------------------------------
ProFund VP Oil & Gas
    03/14/2005 to 12/31/2005           $10.07           $10.92              0
    01/01/2006 to 12/31/2006           $10.92           $12.78              0
    01/01/2007 to 12/31/2007           $12.78           $16.42              0
    01/01/2008 to 12/31/2008           $16.42           $10.04              0
---------------------------------------------------------------------------------------
ProFund VP Financials
    03/14/2005 to 12/31/2005           $10.08           $10.53              0
    01/01/2006 to 12/31/2006           $10.53           $11.98              0
    01/01/2007 to 12/31/2007           $11.98            $9.40              0
    01/01/2008 to 12/31/2008            $9.40            $4.51              0
---------------------------------------------------------------------------------------
ProFund VP Health Care
    03/14/2005 to 12/31/2005           $10.09           $10.46              0
    01/01/2006 to 12/31/2006           $10.46           $10.68              0
    01/01/2007 to 12/31/2007           $10.68           $11.04              0
    01/01/2008 to 12/31/2008           $11.04            $8.11              0
---------------------------------------------------------------------------------------
ProFund VP Industrials
    03/14/2005 to 12/31/2005           $10.06           $10.06              0
    01/01/2006 to 12/31/2006           $10.06           $10.90              0
    01/01/2007 to 12/31/2007           $10.90           $11.81              0
    01/01/2008 to 12/31/2008           $11.81            $6.82              0
---------------------------------------------------------------------------------------
ProFund VP Internet
    03/14/2005 to 12/31/2005            $9.94           $12.71              0
    01/01/2006 to 12/31/2006           $12.71           $12.50              0
    01/01/2007 to 12/31/2007           $12.50           $13.36              0
    01/01/2008 to 12/31/2008           $13.36            $7.15              0
---------------------------------------------------------------------------------------
ProFund VP Pharmaceuticals
    03/14/2005 to 12/31/2005           $10.02            $9.44              0
    01/01/2006 to 12/31/2006            $9.44           $10.27              0
    01/01/2007 to 12/31/2007           $10.27           $10.19              0
    01/01/2008 to 12/31/2008           $10.19            $7.96              0
---------------------------------------------------------------------------------------
ProFund VP Precious Metals
    03/14/2005 to 12/31/2005            $9.89           $12.00              0
    01/01/2006 to 12/31/2006           $12.00           $12.49              0
    01/01/2007 to 12/31/2007           $12.49           $14.84              0
    01/01/2008 to 12/31/2008           $14.84            $9.96              0
---------------------------------------------------------------------------------------
ProFund VP Real Estate
    03/14/2005 to 12/31/2005           $10.15           $11.17              0
    01/01/2006 to 12/31/2006           $11.17           $14.36              0
    01/01/2007 to 12/31/2007           $14.36           $11.20              0
    01/01/2008 to 12/31/2008           $11.20            $6.38              0
---------------------------------------------------------------------------------------
ProFund VP Semiconductor
    03/14/2005 to 12/31/2005           $10.04           $10.65              0
    01/01/2006 to 12/31/2006           $10.65            $9.60              0
    01/01/2007 to 12/31/2007            $9.60            $9.97              0
    01/01/2008 to 12/31/2008            $9.97            $4.85              0
---------------------------------------------------------------------------------------
ProFund VP Technology
    03/14/2005 to 12/31/2005           $10.03           $10.54              0
    01/01/2006 to 12/31/2006           $10.54           $11.05              0
    01/01/2007 to 12/31/2007           $11.05           $12.26              0
    01/01/2008 to 12/31/2008           $12.26            $6.62              0



                                     A-52






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                     Beginning of Period End of Period    End of Period
                                                          
---------------------------------------------------------------------------------------
ProFund VP Telecommunications
    03/14/2005 to 12/31/2005           $10.03            $9.74              0
    01/01/2006 to 12/31/2006            $9.74           $12.68              0
    01/01/2007 to 12/31/2007           $12.68           $13.33              0
    01/01/2008 to 12/31/2008           $13.33            $8.48              0
---------------------------------------------------------------------------------------
ProFund VP Utilities
    03/14/2005 to 12/31/2005           $10.17           $10.60              0
    01/01/2006 to 12/31/2006           $10.60           $12.26              0
    01/01/2007 to 12/31/2007           $12.26           $13.77              0
    01/01/2008 to 12/31/2008           $13.77            $9.26              0
---------------------------------------------------------------------------------------
ProFund VP Bull
    03/14/2005 to 12/31/2005           $10.05           $10.12              0
    01/01/2006 to 12/31/2006           $10.12           $11.16              0
    01/01/2007 to 12/31/2007           $11.16           $11.21              0
    01/01/2008 to 12/31/2008           $11.21            $6.77              0
---------------------------------------------------------------------------------------
ProFund VP Bear
    03/14/2005 to 12/31/2005            $9.94            $9.54              0
    01/01/2006 to 12/31/2006            $9.54            $8.56              0
    01/01/2007 to 12/31/2007            $8.56            $8.35              0
    01/01/2008 to 12/31/2008            $8.35           $11.34              0
---------------------------------------------------------------------------------------
ProFund VP UltraBull
    03/14/2005 to 12/31/2005           $10.11           $10.25              0
    01/01/2006 to 12/31/2006           $10.25           $12.23              0
    01/01/2007 to 12/31/2007           $12.23           $11.96              0
    01/01/2008 to 12/31/2008           $11.96            $3.78              0
---------------------------------------------------------------------------------------
ProFund VP NASDAQ-100
    03/14/2005 to 12/31/2005           $10.06           $10.55              0
    01/01/2006 to 12/31/2006           $10.55           $10.79              0
    01/01/2007 to 12/31/2007           $10.79           $12.31              0
    01/01/2008 to 12/31/2008           $12.31            $6.87              0
---------------------------------------------------------------------------------------
ProFund VP Short NASDAQ-100
    03/14/2005 to 12/31/2005            $9.94            $9.14              0
    01/01/2006 to 12/31/2006            $9.14            $8.75              0
    01/01/2007 to 12/31/2007            $8.75            $7.50              0
    01/01/2008 to 12/31/2008            $7.50           $10.78              0
---------------------------------------------------------------------------------------
ProFund VP UltraNASDAQ-100
    03/14/2005 to 12/31/2005           $10.15           $11.04              0
    01/01/2006 to 12/31/2006           $11.04           $11.23              0
    01/01/2007 to 12/31/2007           $11.23           $14.00              0
    01/01/2008 to 12/31/2008           $14.00            $3.70              0
---------------------------------------------------------------------------------------
ProFund VP Mid-Cap Value
    03/14/2005 to 12/31/2005           $10.09           $10.60              0
    01/01/2006 to 12/31/2006           $10.60           $11.55              0
    01/01/2007 to 12/31/2007           $11.55           $11.31              0
    01/01/2008 to 12/31/2008           $11.31            $6.99              0
---------------------------------------------------------------------------------------
ProFund VP Mid-Cap Growth
    03/14/2005 to 12/31/2005           $10.06           $10.76              0
    01/01/2006 to 12/31/2006           $10.76           $10.85              0
    01/01/2007 to 12/31/2007           $10.85           $11.76              0
    01/01/2008 to 12/31/2008           $11.76            $6.98              0



                                     A-53






                                                                                         Number of
                                                     Accumulation     Accumulation      Accumulation
                                                     Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                      Beginning of Period End of Period    End of Period
                                                                           
--------------------------------------------------------------------------------------------------------
ProFund VP UltraMid-Cap
    03/14/2005 to 12/31/2005                            $10.15           $11.38              0
    01/01/2006 to 12/31/2006                            $11.38           $12.22              0
    01/01/2007 to 12/31/2007                            $12.22           $12.55              0
    01/01/2008 to 12/31/2008                            $12.55            $3.96              0
--------------------------------------------------------------------------------------------------------
ProFund VP Small-Cap Value
    03/14/2005 to 12/31/2005                            $10.04           $10.30              0
    01/01/2006 to 12/31/2006                            $10.30           $11.73              0
    01/01/2007 to 12/31/2007                            $11.73           $10.55              0
    01/01/2008 to 12/31/2008                            $10.55            $7.09              0
--------------------------------------------------------------------------------------------------------
ProFund VP Small-Cap Growth
    03/14/2005 to 12/31/2005                            $10.04           $10.48              0
    01/01/2006 to 12/31/2006                            $10.48           $11.05              0
    01/01/2007 to 12/31/2007                            $11.05           $11.15              0
    01/01/2008 to 12/31/2008                            $11.15            $7.13              0
--------------------------------------------------------------------------------------------------------
ProFund VP UltraSmall-Cap
    03/14/2005 to 12/31/2005                            $10.11           $10.66              0
    01/01/2006 to 12/31/2006                            $10.66           $13.03              0
    01/01/2007 to 12/31/2007                            $13.03           $10.97              0
    01/01/2008 to 12/31/2008                            $10.97            $3.60              0
--------------------------------------------------------------------------------------------------------
ProFund VP U.S. Government Plus
    03/14/2005 to 12/31/2005                            $10.08           $10.54              0
    01/01/2006 to 12/31/2006                            $10.54            $9.76              0
    01/01/2007 to 12/31/2007                             $9.76           $10.43              0
    01/01/2008 to 12/31/2008                            $10.43           $15.14              0
--------------------------------------------------------------------------------------------------------
ProFund VP Rising Rates Opportunity
    03/14/2005 to 12/31/2005                             $9.91            $9.08              0
    01/01/2006 to 12/31/2006                             $9.08            $9.71              0
    01/01/2007 to 12/31/2007                             $9.71            $8.92              0
    01/01/2008 to 12/31/2008                             $8.92            $5.37              0
--------------------------------------------------------------------------------------------------------
ACCESS VP High Yield Fund
    05/02/2005* to 12/31/2005                           $10.00           $10.47              0
    01/01/2006 to 12/31/2006                            $10.47           $11.12              0
    01/01/2007 to 12/31/2007                            $11.12           $11.35              0
    01/01/2008 to 12/31/2008                            $11.35           $10.50              0
--------------------------------------------------------------------------------------------------------
First Trust Target Focus Four Portfolio
    03/14/2005 to 12/31/2005                            $10.00            $9.74              0
    01/01/2006 to 12/31/2006                             $9.74            $9.83              0
    01/01/2007 to 12/31/2007                             $9.83           $10.07              0
    01/01/2008 to 12/31/2008                            $10.07            $5.49              0
--------------------------------------------------------------------------------------------------------
Global Dividend Target 15
 formerly, First Trust Global Dividend Target 15
    03/14/2005 to 12/31/2005                            $10.03           $10.83              0
    01/01/2006 to 12/31/2006                            $10.83           $14.54              0
    01/01/2007 to 12/31/2007                            $14.54           $15.99              0
    01/01/2008 to 12/31/2008                            $15.99            $8.87              0
--------------------------------------------------------------------------------------------------------
Target Managed VIP Portfolio
 formerly, First Trust Managed VIP
    03/14/2005 to 12/31/2005                            $10.02           $10.43              0
    01/01/2006 to 12/31/2006                            $10.43           $11.29              0
    01/01/2007 to 12/31/2007                            $11.29           $11.98              0
    01/01/2008 to 12/31/2008                            $11.98            $6.41              0



                                     A-54






                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                 Beginning of Period End of Period    End of Period
                                                                      
---------------------------------------------------------------------------------------------------
NASDAQ Target 15 Portfolio
 formerly, First Trust NASDAQ Target 15
    03/14/2005 to 12/31/2005                       $10.06           $10.75              0
    01/01/2006 to 12/31/2006                       $10.75           $11.35              0
    01/01/2007 to 12/31/2007                       $11.35           $13.40              0
    01/01/2008 to 12/31/2008                       $13.40            $6.38              0
---------------------------------------------------------------------------------------------------
S&P Target 24 Portfolio
 formerly, First Trust S&P Target 24
    03/14/2005 to 12/31/2005                       $10.10           $10.48              0
    01/01/2006 to 12/31/2006                       $10.48           $10.46              0
    01/01/2007 to 12/31/2007                       $10.46           $10.57              0
    01/01/2008 to 12/31/2008                       $10.57            $7.39              0
---------------------------------------------------------------------------------------------------
The DOW DART 10 Portfolio
 formerly, First Trust Dow Target 10
    03/14/2005 to 12/31/2005                       $10.03            $9.53              0
    01/01/2006 to 12/31/2006                        $9.53           $11.61              0
    01/01/2007 to 12/31/2007                       $11.61           $11.33              0
    01/01/2008 to 12/31/2008                       $11.33            $7.86              0
---------------------------------------------------------------------------------------------------
The DOW Target Dividend Portfolio
 formerly, First Trust Dow Target Dividend
    05/02/2005* to 12/31/2005                      $10.00            $9.67              0
    01/01/2006 to 12/31/2006                        $9.67           $11.08              0
    01/01/2007 to 12/31/2007                       $11.08           $10.87              0
    01/01/2008 to 12/31/2008                       $10.87            $6.27              0
---------------------------------------------------------------------------------------------------
Value Line Target 25 Portfolio
 formerly, First Trust Value Line Target 25
    03/14/2005 to 12/31/2005                       $10.00           $11.11              0
    01/01/2006 to 12/31/2006                       $11.11           $11.08              0
    01/01/2007 to 12/31/2007                       $11.08           $12.71              0
    01/01/2008 to 12/31/2008                       $12.71            $5.57              0
---------------------------------------------------------------------------------------------------
ProFund VP Large-Cap Growth
    03/14/2005 to 12/31/2005                       $10.03            $9.98              0
    01/01/2006 to 12/31/2006                        $9.98           $10.56              0
    01/01/2007 to 12/31/2007                       $10.56           $10.96              0
    01/01/2008 to 12/31/2008                       $10.96            $6.85              0
---------------------------------------------------------------------------------------------------
ProFund VP Large-Cap Value
    03/14/2005 to 12/31/2005                       $10.07           $10.20              0
    01/01/2006 to 12/31/2006                       $10.20           $11.74              0
    01/01/2007 to 12/31/2007                       $11.74           $11.40              0
    01/01/2008 to 12/31/2008                       $11.40            $6.59              0
---------------------------------------------------------------------------------------------------
ProFund VP Short Mid-Cap
    03/14/2005 to 12/31/2005                        $9.93            $8.94              0
    01/01/2006 to 12/31/2006                        $8.94            $8.36              0
    01/01/2007 to 12/31/2007                        $8.36            $7.87              0
    01/01/2008 to 12/31/2008                        $7.87           $10.07              0
---------------------------------------------------------------------------------------------------
ProFund VP Short Small-Cap
    03/14/2005 to 12/31/2005                        $9.95            $9.17              0
    01/01/2006 to 12/31/2006                        $9.17            $7.84              0
    01/01/2007 to 12/31/2007                        $7.84            $7.95              0
    01/01/2008 to 12/31/2008                        $7.95            $9.57              0



                                     A-55






                                                                                               Number of
                                                           Accumulation     Accumulation      Accumulation
                                                           Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                            Beginning of Period End of Period    End of Period
                                                                                 
--------------------------------------------------------------------------------------------------------------
Prudential SP International Growth Portfolio
    03/14/2005 to 12/31/2005                                   $9.93           $11.18                 0
    01/01/2006 to 12/31/2006                                  $11.18           $13.12                 0
    01/01/2007 to 12/31/2007                                  $13.12           $15.22                 0
    01/01/2008 to 12/31/2008                                  $15.22            $7.34                 0
--------------------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00            $9.99                 0
    01/01/2006 to 12/31/2006                                   $9.99           $11.21                 0
    01/01/2007 to 12/31/2007                                  $11.21           $11.91                 0
    01/01/2008 to 12/31/2008                                  $11.91            $6.66                 0
--------------------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.00                 0
    01/01/2006 to 12/31/2006                                  $10.00           $11.02             2,672
    01/01/2007 to 12/31/2007                                  $11.02           $11.73            10,225
    01/01/2008 to 12/31/2008                                  $11.73            $7.40            11,699
--------------------------------------------------------------------------------------------------------------
AST Academic Strategies Asset Allocation Portfolio
 formerly, AST Balanced Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.01                 0
    01/01/2006 to 12/31/2006                                  $10.01           $10.85            18,249
    01/01/2007 to 12/31/2007                                  $10.85           $11.49            19,931
    01/01/2008 to 12/31/2008                                  $11.49            $7.60            38,177
--------------------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
 formerly, AST Conservative Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.02                 0
    01/01/2006 to 12/31/2006                                  $10.02           $10.74                 0
    01/01/2007 to 12/31/2007                                  $10.74           $11.36             4,610
    01/01/2008 to 12/31/2008                                  $11.36            $7.86             4,379
--------------------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.03                 0
    01/01/2006 to 12/31/2006                                  $10.03           $10.50                 0
    01/01/2007 to 12/31/2007                                  $10.50           $11.07                 0
    01/01/2008 to 12/31/2008                                  $11.07            $8.65             4,182
--------------------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    03/20/2006* to 12/31/2006                                 $10.00           $10.54                 0
    01/01/2007 to 12/31/2007                                  $10.54           $11.20             7,920
    01/01/2008 to 12/31/2008                                  $11.20            $7.63            13,497
--------------------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    03/20/2006* to 12/31/2006                                 $10.00           $10.47                 0
    01/01/2007 to 12/31/2007                                  $10.47           $11.02             5,264
    01/01/2008 to 12/31/2008                                  $11.02            $7.00             5,327
--------------------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Target Portfolio
    03/20/2006* to 12/31/2006                                 $10.00           $10.37                 0
    01/01/2007 to 12/31/2007                                  $10.37           $11.20             5,929
    01/01/2008 to 12/31/2008                                  $11.20            $6.44            12,636
--------------------------------------------------------------------------------------------------------------
AST CLS Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                 $10.00           $11.49                 0
    01/01/2008 to 12/31/2008                                  $11.49            $7.22             1,469
--------------------------------------------------------------------------------------------------------------
AST CLS Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                 $10.00           $10.02                 0
    01/01/2008 to 12/31/2008                                  $10.02            $7.04             5,132
--------------------------------------------------------------------------------------------------------------
AST Horizon Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                 $10.00           $10.17                 0
    01/01/2008 to 12/31/2008                                  $10.17            $6.84                 0



                                     A-56






                                                                                              Number of
                                                          Accumulation     Accumulation      Accumulation
                                                          Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                           Beginning of Period End of Period    End of Period
                                                                                
-------------------------------------------------------------------------------------------------------------
AST Horizon Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $10.15              0
    01/01/2008 to 12/31/2008                                 $10.15            $7.46              0
-------------------------------------------------------------------------------------------------------------
AST Niemann Capital Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00            $9.98              0
    01/01/2008 to 12/31/2008                                  $9.98            $7.05              0
-------------------------------------------------------------------------------------------------------------
AST Western Asset Core Plus Bond Portfolio
    11/19/2007* to 12/31/2007                                $10.00            $9.96              0
    01/01/2008 to 12/31/2008                                  $9.96            $9.16              0
-------------------------------------------------------------------------------------------------------------
AST Global Real Estate Portfolio
    07/21/2008* to 12/31/2008                                $10.17            $6.08              0
-------------------------------------------------------------------------------------------------------------
AST Parametric Emerging Markets Equity Portfolio
    07/21/2008* to 12/31/2008                                $10.10            $5.54              0
-------------------------------------------------------------------------------------------------------------
AST Focus Four Plus Portfolio
    07/21/2008* to 12/31/2008                                $10.00            $7.43              0
-------------------------------------------------------------------------------------------------------------
Franklin Templeton VIP Founding Funds Allocation Fund
    05/01/2008* to 12/31/2008                                $10.08            $6.58              0




 *  Denotes the start date of these sub-accounts.

                                    ASXT SIX
                Prudential Annuities Life Assurance Corporation
                                   Prospectus

          ACCUMULATION UNIT VALUES: With No Optional Benefits (1.65%)





                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                 Beginning of Period End of Period    End of Period
                                                                      
---------------------------------------------------------------------------------------------------
AST JPMorgan International Equity Portfolio
    01/01/2002 to 12/31/2002                           --            $8.56           2,569,506
    01/01/2003 to 12/31/2003                        $8.56           $11.00           2,415,394
    01/01/2004 to 12/31/2004                       $11.00           $12.67           3,227,381
    01/01/2005 to 12/31/2005                       $12.67           $13.84           5,621,834
    01/01/2006 to 12/31/2006                       $13.84           $16.71           4,715,269
    01/01/2007 to 12/31/2007                       $16.71           $17.98           4,504,935
    01/01/2008 to 12/31/2008                       $17.98           $10.37           2,459,224
---------------------------------------------------------------------------------------------------
AST International Growth Portfolio
    01/01/2002 to 12/31/2002                           --            $9.72             835,523
    01/01/2003 to 12/31/2003                        $9.72           $13.39           5,547,558
    01/01/2004 to 12/31/2004                       $13.39           $15.30          11,265,469
    01/01/2005 to 12/31/2005                       $15.30           $17.54          12,141,521
    01/01/2006 to 12/31/2006                       $17.54           $20.87           9,628,446
    01/01/2007 to 12/31/2007                       $20.87           $24.43           8,347,423
    01/01/2008 to 12/31/2008                       $24.43           $11.96           6,129,240
---------------------------------------------------------------------------------------------------
AST International Value Portfolio
    01/01/2002 to 12/31/2002                           --            $8.19             269,995
    01/01/2003 to 12/31/2003                        $8.19           $10.79           1,201,268
    01/01/2004 to 12/31/2004                       $10.79           $12.84           1,897,469
    01/01/2005 to 12/31/2005                       $12.84           $14.36           2,013,543
    01/01/2006 to 12/31/2006                       $14.36           $18.00           3,305,654
    01/01/2007 to 12/31/2007                       $18.00           $20.85           4,044,519
    01/01/2008 to 12/31/2008                       $20.85           $11.48           2,393,870



                                     A-57






                                                                                        Number of
                                                    Accumulation     Accumulation      Accumulation
                                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                     Beginning of Period End of Period    End of Period
                                                                          
-------------------------------------------------------------------------------------------------------
AST MFS Global Equity Portfolio
    01/01/2002 to 12/31/2002                               --            $9.04             969,509
    01/01/2003 to 12/31/2003                            $9.04           $11.30           1,393,001
    01/01/2004 to 12/31/2004                           $11.30           $13.16           2,276,801
    01/01/2005 to 12/31/2005                           $13.16           $13.92           1,907,777
    01/01/2006 to 12/31/2006                           $13.92           $17.02           2,905,252
    01/01/2007 to 12/31/2007                           $17.02           $18.31           2,119,181
    01/01/2008 to 12/31/2008                           $18.31           $11.88           1,412,847
-------------------------------------------------------------------------------------------------------
AST Small-Cap Growth Portfolio
    01/01/2002 to 12/31/2002                               --            $6.92           1,970,250
    01/01/2003 to 12/31/2003                            $6.92            $9.89           3,292,593
    01/01/2004 to 12/31/2004                            $9.89            $9.05           2,242,129
    01/01/2005 to 12/31/2005                            $9.05            $9.04           2,134,731
    01/01/2006 to 12/31/2006                            $9.04           $10.01           1,867,490
    01/01/2007 to 12/31/2007                           $10.01           $10.55           1,740,242
    01/01/2008 to 12/31/2008                           $10.55            $6.74           1,375,635
-------------------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth Portfolio
    01/01/2002 to 12/31/2002                               --            $7.67             639,695
    01/01/2003 to 12/31/2003                            $7.67           $11.13           1,682,193
    01/01/2004 to 12/31/2004                           $11.13           $11.98           1,618,719
    01/01/2005 to 12/31/2005                           $11.98           $11.83           1,385,431
    01/01/2006 to 12/31/2006                           $11.83           $12.53           1,174,654
    01/01/2007 to 12/31/2007                           $12.53           $14.63           1,215,825
    01/01/2008 to 12/31/2008                           $14.63            $8.27             768,282
-------------------------------------------------------------------------------------------------------
AST Federated Aggressive Growth Portfolio
    01/01/2002 to 12/31/2002                               --            $7.64           1,255,415
    01/01/2003 to 12/31/2003                            $7.64           $12.74           3,085,373
    01/01/2004 to 12/31/2004                           $12.74           $15.42           4,808,453
    01/01/2005 to 12/31/2005                           $15.42           $16.60           5,464,855
    01/01/2006 to 12/31/2006                           $16.60           $18.43           4,641,175
    01/01/2007 to 12/31/2007                           $18.43           $20.16           4,026,646
    01/01/2008 to 12/31/2008                           $20.16           $11.08           2,977,983
-------------------------------------------------------------------------------------------------------
AST Goldman Sachs Small-Cap Value Portfolio
    01/01/2002 to 12/31/2002                               --            $9.26           1,492,775
    01/01/2003 to 12/31/2003                            $9.26           $12.85           1,504,296
    01/01/2004 to 12/31/2004                           $12.85           $15.19           1,541,896
    01/01/2005 to 12/31/2005                           $15.19           $15.68           1,243,642
    01/01/2006 to 12/31/2006                           $15.68           $18.08           1,000,596
    01/01/2007 to 12/31/2007                           $18.08           $16.87             758,170
    01/01/2008 to 12/31/2008                           $16.87           $12.17             667,006
-------------------------------------------------------------------------------------------------------
AST Small-Cap Value Portfolio
    01/01/2002 to 12/31/2002                               --            $9.30           6,141,523
    01/01/2003 to 12/31/2003                            $9.30           $12.42          10,183,346
    01/01/2004 to 12/31/2004                           $12.42           $14.22          10,785,030
    01/01/2005 to 12/31/2005                           $14.22           $14.91          11,285,282
    01/01/2006 to 12/31/2006                           $14.91           $17.61           9,098,178
    01/01/2007 to 12/31/2007                           $17.61           $16.34           8,130,632
    01/01/2008 to 12/31/2008                           $16.34           $11.30           6,242,966



                                     A-58






                                                                                                Number of
                                                            Accumulation     Accumulation      Accumulation
                                                            Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                             Beginning of Period End of Period    End of Period
                                                                                  
---------------------------------------------------------------------------------------------------------------
AST DeAm Small-Cap Value Portfolio
    01/01/2002 to 12/31/2002                                       --            $7.66             423,387
    01/01/2003 to 12/31/2003                                    $7.66           $10.81           1,134,865
    01/01/2004 to 12/31/2004                                   $10.81           $12.99           2,143,020
    01/01/2005 to 12/31/2005                                   $12.99           $12.92           2,106,236
    01/01/2006 to 12/31/2006                                   $12.92           $15.25           1,874,276
    01/01/2007 to 12/31/2007                                   $15.25           $12.33           1,578,237
    01/01/2008 to 07/18/2008                                   $12.33           $11.30                   0
---------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth Portfolio
    01/01/2002 to 12/31/2002                                       --            $7.97           1,273,118
    01/01/2003 to 12/31/2003                                    $7.97           $10.31           3,027,057
    01/01/2004 to 12/31/2004                                   $10.31           $11.80           4,375,813
    01/01/2005 to 12/31/2005                                   $11.80           $12.16           5,391,424
    01/01/2006 to 12/31/2006                                   $12.16           $12.71           4,189,111
    01/01/2007 to 12/31/2007                                   $12.71           $14.92           3,918,725
    01/01/2008 to 12/31/2008                                   $14.92            $8.69           2,808,881
---------------------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth Portfolio
    01/01/2002 to 12/31/2002                                       --            $7.41           2,175,250
    01/01/2003 to 12/31/2003                                    $7.41            $9.51           3,415,318
    01/01/2004 to 12/31/2004                                    $9.51           $10.86           4,715,301
    01/01/2005 to 12/31/2005                                   $10.86           $12.12           5,728,444
    01/01/2006 to 12/31/2006                                   $12.12           $13.59           5,378,198
    01/01/2007 to 12/31/2007                                   $13.59           $16.34           6,560,811
    01/01/2008 to 12/31/2008                                   $16.34            $9.13           3,042,143
---------------------------------------------------------------------------------------------------------------
AST Neuberger Berman / LSV Mid-Cap Value Portfolio
 formerly, AST Neuberger Berman Mid-Cap Value Portfolio
    01/01/2002 to 12/31/2002                                       --            $8.96           5,118,558
    01/01/2003 to 12/31/2003                                    $8.96           $12.01           8,530,129
    01/01/2004 to 12/31/2004                                   $12.01           $14.51          11,461,684
    01/01/2005 to 12/31/2005                                   $14.51           $15.99          12,260,006
    01/01/2006 to 12/31/2006                                   $15.99           $17.42           9,574,218
    01/01/2007 to 12/31/2007                                   $17.42           $17.67           8,191,847
    01/01/2008 to 12/31/2008                                   $17.67           $10.03           5,184,438
---------------------------------------------------------------------------------------------------------------
AST Alger All-Cap Growth Portfolio
    01/01/2002 to 12/31/2002                                       --            $6.80             658,419
    01/01/2003 to 12/31/2003                                    $6.80            $9.07           2,002,166
    01/01/2004 to 12/31/2004                                    $9.07            $9.67           1,798,457
    01/01/2005 to 12/02/2005                                    $9.67           $11.10                   0
---------------------------------------------------------------------------------------------------------------
AST Mid-Cap Value Portfolio
    01/01/2002 to 12/31/2002                                       --            $8.17           1,200,225
    01/01/2003 to 12/31/2003                                    $8.17           $10.91           2,513,413
    01/01/2004 to 12/31/2004                                   $10.91           $12.38           2,587,064
    01/01/2005 to 12/31/2005                                   $12.38           $12.83           1,988,251
    01/01/2006 to 12/31/2006                                   $12.83           $14.42           1,907,063
    01/01/2007 to 12/31/2007                                   $14.42           $14.57           1,540,522
    01/01/2008 to 12/31/2008                                   $14.57            $8.87           1,381,269



                                     A-59






                                                                                        Number of
                                                    Accumulation     Accumulation      Accumulation
                                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                     Beginning of Period End of Period    End of Period
                                                                          
-------------------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources Portfolio
    01/01/2002 to 12/31/2002                               --            $9.59             724,670
    01/01/2003 to 12/31/2003                            $9.59           $12.59           2,011,627
    01/01/2004 to 12/31/2004                           $12.59           $16.25           2,040,188
    01/01/2005 to 12/31/2005                           $16.25           $21.00           3,677,613
    01/01/2006 to 12/31/2006                           $21.00           $23.93           2,942,718
    01/01/2007 to 12/31/2007                           $23.93           $33.07           3,950,105
    01/01/2008 to 12/31/2008                           $33.07           $16.27           2,088,027
-------------------------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap Growth Portfolio
    01/01/2002 to 12/31/2002                               --            $7.46           1,869,353
    01/01/2003 to 12/31/2003                            $7.46            $9.08           2,098,873
    01/01/2004 to 12/31/2004                            $9.08            $9.44           2,378,881
    01/01/2005 to 12/31/2005                            $9.44           $10.81           3,925,742
    01/01/2006 to 12/31/2006                           $10.81           $11.23           4,132,529
    01/01/2007 to 12/31/2007                           $11.23           $11.96           5,137,246
    01/01/2008 to 12/31/2008                           $11.96            $6.99           4,437,756
-------------------------------------------------------------------------------------------------------
AST MFS Growth Portfolio
    01/01/2002 to 12/31/2002                               --            $7.58           2,930,432
    01/01/2003 to 12/31/2003                            $7.58            $9.16           4,784,269
    01/01/2004 to 12/31/2004                            $9.16            $9.97           4,529,834
    01/01/2005 to 12/31/2005                            $9.97           $10.43           5,915,443
    01/01/2006 to 12/31/2006                           $10.43           $11.25           4,572,301
    01/01/2007 to 12/31/2007                           $11.25           $12.73           3,902,210
    01/01/2008 to 12/31/2008                           $12.73            $7.98           3,159,245
-------------------------------------------------------------------------------------------------------
AST Marsico Capital Growth Portfolio
    01/01/2002 to 12/31/2002                               --            $8.32          10,144,317
    01/01/2003 to 12/31/2003                            $8.32           $10.78          20,138,164
    01/01/2004 to 12/31/2004                           $10.78           $12.26          28,117,310
    01/01/2005 to 12/31/2005                           $12.26           $12.88          32,140,125
    01/01/2006 to 12/31/2006                           $12.88           $13.59          26,497,526
    01/01/2007 to 12/31/2007                           $13.59           $15.36          23,963,028
    01/01/2008 to 12/31/2008                           $15.36            $8.51          16,673,165
-------------------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth Portfolio
    01/01/2002 to 12/31/2002                               --            $7.67           1,349,939
    01/01/2003 to 12/31/2003                            $7.67            $9.45           2,053,023
    01/01/2004 to 12/31/2004                            $9.45            $9.64           2,785,100
    01/01/2005 to 12/31/2005                            $9.64            $9.80           2,531,901
    01/01/2006 to 12/31/2006                            $9.80           $10.60           2,498,654
    01/01/2007 to 12/31/2007                           $10.60           $11.88           2,806,534
    01/01/2008 to 12/31/2008                           $11.88            $6.98           1,877,493
-------------------------------------------------------------------------------------------------------
AST DeAm Large-Cap Value Portfolio
    01/01/2002 to 12/31/2002                               --            $8.66             664,649
    01/01/2003 to 12/31/2003                            $8.66           $10.78           1,072,256
    01/01/2004 to 12/31/2004                           $10.78           $12.53           2,351,197
    01/01/2005 to 12/31/2005                           $12.53           $13.47           2,585,881
    01/01/2006 to 12/31/2006                           $13.47           $16.13           4,397,725
    01/01/2007 to 12/31/2007                           $16.13           $16.05           3,751,417
    01/01/2008 to 12/31/2008                           $16.05            $9.90           2,589,179
-------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value Portfolio
    01/01/2002 to 12/31/2002                               --            $7.99             965,912
    01/01/2003 to 12/31/2003                            $7.99            $9.91           1,387,072
    01/01/2004 to 12/31/2004                            $9.91           $10.72           1,620,391
    01/01/2005 to 12/02/2005                           $10.72           $11.86                   0



                                     A-60






                                                                                                     Number of
                                                                 Accumulation     Accumulation      Accumulation
                                                                 Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                                  Beginning of Period End of Period    End of Period
                                                                                       
--------------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Core Value Portfolio
    01/01/2002 to 12/31/2002                                            --            $8.76           6,005,922
    01/01/2003 to 12/31/2003                                         $8.76           $11.06           3,621,862
    01/01/2004 to 12/31/2004                                        $11.06           $12.39           4,643,022
    01/01/2005 to 12/31/2005                                        $12.39           $12.86           4,311,857
    01/01/2006 to 12/31/2006                                        $12.86           $15.34           5,318,094
    01/01/2007 to 12/31/2007                                        $15.34           $14.55           4,469,636
    01/01/2008 to 12/31/2008                                        $14.55            $8.32           2,874,755
--------------------------------------------------------------------------------------------------------------------
AST Cohen & Steers Realty Portfolio
    01/01/2002 to 12/31/2002                                            --           $10.08           1,563,489
    01/01/2003 to 12/31/2003                                        $10.08           $13.63           3,097,315
    01/01/2004 to 12/31/2004                                        $13.63           $18.49           4,080,179
    01/01/2005 to 12/31/2005                                        $18.49           $20.88           3,749,124
    01/01/2006 to 12/31/2006                                        $20.88           $28.08           3,925,105
    01/01/2007 to 12/31/2007                                        $28.08           $22.11           2,254,421
    01/01/2008 to 12/31/2008                                        $22.11           $14.12           1,741,032
--------------------------------------------------------------------------------------------------------------------
AST QMA US Equity Alpha
 formerly, AST AllianceBernstein Managed Index 500 Portfolio
    01/01/2002 to 12/31/2002                                            --            $8.17           3,662,406
    01/01/2003 to 12/31/2003                                         $8.17           $10.23           5,442,511
    01/01/2004 to 12/31/2004                                        $10.23           $11.07           6,845,369
    01/01/2005 to 12/31/2005                                        $11.07           $11.27           6,774,077
    01/01/2006 to 12/31/2006                                        $11.27           $12.48           6,255,253
    01/01/2007 to 12/31/2007                                        $12.48           $12.53           5,371,782
    01/01/2008 to 12/31/2008                                        $12.53            $7.55           2,747,511
--------------------------------------------------------------------------------------------------------------------
AST American Century Income & Growth Portfolio
    01/01/2002 to 12/31/2002                                            --            $8.25           1,751,136
    01/01/2003 to 12/31/2003                                         $8.25           $10.45           2,115,438
    01/01/2004 to 12/31/2004                                        $10.45           $11.57           4,670,846
    01/01/2005 to 12/31/2005                                        $11.57           $11.90           4,205,656
    01/01/2006 to 12/31/2006                                        $11.90           $13.68           3,984,557
    01/01/2007 to 12/31/2007                                        $13.68           $13.44           3,435,528
    01/01/2008 to 12/31/2008                                        $13.44            $8.62           2,803,150
--------------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth & Income Portfolio
    01/01/2002 to 12/31/2002                                            --            $8.06           6,667,373
    01/01/2003 to 12/31/2003                                         $8.06           $10.50          21,264,670
    01/01/2004 to 12/31/2004                                        $10.50           $11.46          25,850,506
    01/01/2005 to 12/31/2005                                        $11.46           $11.81          31,190,346
    01/01/2006 to 12/31/2006                                        $11.81           $13.62          23,350,650
    01/01/2007 to 12/31/2007                                        $13.62           $14.08          19,997,748
    01/01/2008 to 12/31/2008                                        $14.08            $8.22          14,384,005
--------------------------------------------------------------------------------------------------------------------
AST Large-Cap Value Portfolio
    01/01/2002 to 12/31/2002                                            --            $8.34           2,110,071
    01/01/2003 to 12/31/2003                                         $8.34            $9.83           2,647,064
    01/01/2004 to 12/31/2004                                         $9.83           $11.17           3,717,848
    01/01/2005 to 12/31/2005                                        $11.17           $11.69           5,245,458
    01/01/2006 to 12/31/2006                                        $11.69           $13.62           5,568,043
    01/01/2007 to 12/31/2007                                        $13.62           $13.00           4,973,375
    01/01/2008 to 12/31/2008                                        $13.00            $7.48           4,027,564



                                     A-61






                                                                                                       Number of
                                                                   Accumulation     Accumulation      Accumulation
                                                                   Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                                    Beginning of Period End of Period    End of Period
                                                                                         
----------------------------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha Portfolio
    01/01/2002 to 12/31/2002                                              --            $8.71             847,517
    01/01/2003 to 12/31/2003                                           $8.71           $10.24             898,161
    01/01/2004 to 12/31/2004                                          $10.24           $11.19           1,061,887
    01/01/2005 to 12/31/2005                                          $11.19           $11.77           1,055,034
    01/01/2006 to 12/31/2006                                          $11.77           $12.86           1,120,866
    01/01/2007 to 12/31/2007                                          $12.86           $12.90           2,745,236
    01/01/2008 to 12/31/2008                                          $12.90           $10.45          15,430,642
----------------------------------------------------------------------------------------------------------------------
AST Schroders Multi-Asset World Strategies Portfolio
 formerly, AST American Century Strategic Allocation Portfolio
    01/01/2002 to 12/31/2002                                              --            $9.14           1,126,058
    01/01/2003 to 12/31/2003                                           $9.14           $10.69           2,045,205
    01/01/2004 to 12/31/2004                                          $10.69           $11.46           2,335,598
    01/01/2005 to 12/31/2005                                          $11.46           $11.79           2,294,529
    01/01/2006 to 12/31/2006                                          $11.79           $12.72           2,165,859
    01/01/2007 to 12/31/2007                                          $12.72           $13.62           2,277,264
    01/01/2008 to 12/31/2008                                          $13.62            $9.35           3,074,479
----------------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation Portfolio
    01/01/2002 to 12/31/2002                                              --            $9.09             921,329
    01/01/2003 to 12/31/2003                                           $9.09           $11.09           2,243,566
    01/01/2004 to 12/31/2004                                          $11.09           $12.13           3,551,315
    01/01/2005 to 12/31/2005                                          $12.13           $12.49           4,192,627
    01/01/2006 to 12/31/2006                                          $12.49           $13.82           4,776,442
    01/01/2007 to 12/31/2007                                          $13.82           $14.45           6,387,795
    01/01/2008 to 12/31/2008                                          $14.45           $10.52          10,697,390
----------------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond Portfolio
    01/01/2002 to 12/31/2002                                              --           $11.34           1,739,313
    01/01/2003 to 12/31/2003                                          $11.34           $12.59           2,962,471
    01/01/2004 to 12/31/2004                                          $12.59           $13.45           4,717,822
    01/01/2005 to 12/31/2005                                          $13.45           $12.64           6,261,824
    01/01/2006 to 12/31/2006                                          $12.64           $13.21           6,093,700
    01/01/2007 to 12/31/2007                                          $13.21           $14.24           6,452,566
    01/01/2008 to 12/31/2008                                          $14.24           $13.67           4,228,137
----------------------------------------------------------------------------------------------------------------------
AST High Yield Portfolio
    01/01/2002 to 12/31/2002                                              --            $9.71           5,592,940
    01/01/2003 to 12/31/2003                                           $9.71           $11.61          12,201,163
    01/01/2004 to 12/31/2004                                          $11.61           $12.69          13,717,128
    01/01/2005 to 12/31/2005                                          $12.69           $12.62           9,658,908
    01/01/2006 to 12/31/2006                                          $12.62           $13.70           9,653,937
    01/01/2007 to 12/31/2007                                          $13.70           $13.80           6,461,538
    01/01/2008 to 12/31/2008                                          $13.80           $10.11           5,931,752
----------------------------------------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture Portfolio
    01/01/2002 to 12/31/2002                                              --            $9.94           4,146,530
    01/01/2003 to 12/31/2003                                           $9.94           $11.61           7,751,236
    01/01/2004 to 12/31/2004                                          $11.61           $12.26           8,369,008
    01/01/2005 to 12/31/2005                                          $12.26           $12.20          12,427,806
    01/01/2006 to 12/31/2006                                          $12.20           $13.17          10,147,675
    01/01/2007 to 12/31/2007                                          $13.17           $13.74           8,365,789
    01/01/2008 to 12/31/2008                                          $13.74           $10.37           8,586,978



                                     A-62






                                                                                  Number of
                                              Accumulation     Accumulation      Accumulation
                                              Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                               Beginning of Period End of Period    End of Period
                                                                    
-------------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond Portfolio
    01/01/2002 to 12/31/2002                         --           $10.57          20,544,075
    01/01/2003 to 12/31/2003                     $10.57           $10.95          26,287,388
    01/01/2004 to 12/31/2004                     $10.95           $11.31          33,208,757
    01/01/2005 to 12/31/2005                     $11.31           $11.40          22,436,395
    01/01/2006 to 12/31/2006                     $11.40           $11.63          21,700,661
    01/01/2007 to 12/31/2007                     $11.63           $12.39          21,645,194
    01/01/2008 to 12/31/2008                     $12.39           $11.91          20,478,277
-------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond Portfolio
    01/01/2002 to 12/31/2002                         --           $10.34          11,274,642
    01/01/2003 to 12/31/2003                     $10.34           $10.51          15,242,856
    01/01/2004 to 12/31/2004                     $10.51           $10.55          21,299,789
    01/01/2005 to 12/31/2005                     $10.55           $10.54          28,031,651
    01/01/2006 to 12/31/2006                     $10.54           $10.76          22,394,558
    01/01/2007 to 12/31/2007                     $10.76           $11.31          20,392,150
    01/01/2008 to 12/31/2008                     $11.31           $11.24          15,403,578
-------------------------------------------------------------------------------------------------
AST Money Market Portfolio
    01/01/2002 to 12/31/2002                         --            $9.96          36,255,772
    01/01/2003 to 12/31/2003                      $9.96            $9.86          32,730,501
    01/01/2004 to 12/31/2004                      $9.86            $9.78          29,870,585
    01/01/2005 to 12/31/2005                      $9.78            $9.88          42,442,274
    01/01/2006 to 12/31/2006                      $9.88           $10.16          46,325,237
    01/01/2007 to 12/31/2007                     $10.16           $10.48          56,111,128
    01/01/2008 to 12/31/2008                     $10.48           $10.57          91,319,625
-------------------------------------------------------------------------------------------------
Gartmore NVIT Developing Markets
    01/01/2002 to 12/31/2002                         --            $8.66             283,466
    01/01/2003 to 12/31/2003                      $8.66           $13.60           1,763,660
    01/01/2004 to 12/31/2004                     $13.60           $16.02           2,103,950
    01/01/2005 to 12/31/2005                     $16.02           $20.72           3,395,891
    01/01/2006 to 12/31/2006                     $20.72           $27.43           2,835,328
    01/01/2007 to 12/31/2007                     $27.43           $38.71           3,344,620
    01/01/2008 to 12/31/2008                     $38.71           $16.04           1,630,334
-------------------------------------------------------------------------------------------------
Wells Fargo Advantage VT Equity Income
    01/01/2002 to 12/31/2002                         --            $8.25             196,720
    01/01/2003 to 12/31/2003                      $8.25           $10.23             314,757
    01/01/2004 to 12/31/2004                     $10.23           $11.18             590,808
    01/01/2005 to 12/31/2005                     $11.18           $11.59             534,648
    01/01/2006 to 12/31/2006                     $11.59           $13.51             582,613
    01/01/2007 to 12/31/2007                     $13.51           $13.66             497,287
    01/01/2008 to 12/31/2008                     $13.66            $8.53             312,113
-------------------------------------------------------------------------------------------------
AIM V.I. Dynamics Fund
    01/01/2002 to 12/31/2002                         --            $7.09             543,762
    01/01/2003 to 12/31/2003                      $7.09            $9.61             889,464
    01/01/2004 to 12/31/2004                      $9.61           $10.72             668,032
    01/01/2005 to 12/31/2005                     $10.72           $11.67             602,063
    01/01/2006 to 12/31/2006                     $11.67           $13.33             605,730
    01/01/2007 to 12/31/2007                     $13.33           $14.70             631,476
    01/01/2008 to 12/31/2008                     $14.70            $7.51             384,426



                                     A-63






                                                                               Number of
                                           Accumulation     Accumulation      Accumulation
                                           Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                            Beginning of Period End of Period    End of Period
                                                                 
----------------------------------------------------------------------------------------------
AIM V.I. Technology Fund
    01/01/2002 to 12/31/2002                      --            $5.50            293,307
    01/01/2003 to 12/31/2003                   $5.50            $7.87            578,651
    01/01/2004 to 12/31/2004                   $7.87            $8.09            512,424
    01/01/2005 to 12/31/2005                   $8.09            $8.13            453,392
    01/01/2006 to 12/31/2006                   $8.13            $8.84            513,442
    01/01/2007 to 12/31/2007                   $8.84            $9.36            630,739
    01/01/2008 to 12/31/2008                   $9.36            $5.11            453,772
----------------------------------------------------------------------------------------------
AIM V.I. Global Health Care
    01/01/2002 to 12/31/2002                      --            $8.00            475,873
    01/01/2003 to 12/31/2003                   $8.00           $10.05            698,364
    01/01/2004 to 12/31/2004                  $10.05           $10.64            937,586
    01/01/2005 to 12/31/2005                  $10.64           $11.31          1,131,376
    01/01/2006 to 12/31/2006                  $11.31           $11.71          1,250,782
    01/01/2007 to 12/31/2007                  $11.71           $12.88          1,163,277
    01/01/2008 to 12/31/2008                  $12.88            $9.04            849,932
----------------------------------------------------------------------------------------------
AIM V.I. Financial Services Fund
    01/01/2002 to 12/31/2002                      --            $8.76            366,258
    01/01/2003 to 12/31/2003                   $8.76           $11.17            607,265
    01/01/2004 to 12/31/2004                  $11.17           $11.94            585,185
    01/01/2005 to 12/31/2005                  $11.94           $12.43          1,042,992
    01/01/2006 to 12/31/2006                  $12.43           $14.24            778,674
    01/01/2007 to 12/31/2007                  $14.24           $10.89            465,175
    01/01/2008 to 12/31/2008                  $10.89            $4.34            540,897
----------------------------------------------------------------------------------------------
Evergreen VA International Equity Fund
    01/01/2002 to 12/31/2002                      --            $8.15            113,389
    01/01/2003 to 12/31/2003                   $8.15           $11.65            189,143
    01/01/2004 to 12/31/2004                  $11.65           $13.66            414,631
    01/01/2005 to 12/31/2005                  $13.66           $15.59            689,816
    01/01/2006 to 12/31/2006                  $15.59           $18.88          1,081,552
    01/01/2007 to 12/31/2007                  $18.88           $21.35          1,401,663
    01/01/2008 to 12/31/2008                  $21.35           $12.29            984,931
----------------------------------------------------------------------------------------------
Evergreen VA Special Equity Fund
    01/01/2002 to 12/31/2002                      --            $7.44            127,728
    01/01/2003 to 12/31/2003                   $7.44           $11.12            815,621
    01/01/2004 to 12/31/2004                  $11.12           $11.58            702,642
    01/01/2005 to 04/15/2005                  $11.58           $10.31                  0
----------------------------------------------------------------------------------------------
Evergreen VA Omega Fund
    01/01/2002 to 12/31/2002                      --            $7.78             39,943
    01/01/2003 to 12/31/2003                   $7.78           $10.71            404,789
    01/01/2004 to 12/31/2004                  $10.71           $11.29            570,123
    01/01/2005 to 12/31/2005                  $11.29           $11.53            281,775
    01/01/2006 to 12/31/2006                  $11.53           $12.03            241,307
    01/01/2007 to 12/31/2007                  $12.03           $13.24            249,298
    01/01/2008 to 12/31/2008                  $13.24            $9.48            271,517
----------------------------------------------------------------------------------------------
Evergreen VA Growth Fund
    04/15/2005* to 12/31/2005                  $9.82           $11.44            606,613
    01/01/2006 to 12/31/2006                  $11.44           $12.49            553,827
    01/01/2007 to 12/31/2007                  $12.49           $13.64            604,401
    01/01/2008 to 12/31/2008                  $13.64            $7.90            346,210



                                     A-64






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                     Beginning of Period End of Period    End of Period
                                                          
---------------------------------------------------------------------------------------
ProFund VP Europe 30
    01/01/2002 to 12/31/2002               --            $7.93            292,396
    01/01/2003 to 12/31/2003            $7.93           $10.83          2,116,400
    01/01/2004 to 12/31/2004           $10.83           $12.17          1,812,435
    01/01/2005 to 12/31/2005           $12.17           $12.94          1,133,420
    01/01/2006 to 12/31/2006           $12.94           $14.95          2,790,577
    01/01/2007 to 12/31/2007           $14.95           $16.85          1,487,885
    01/01/2008 to 12/31/2008           $16.85            $9.28            649,001
---------------------------------------------------------------------------------------
ProFund VP Asia 30
    01/01/2002 to 12/31/2002               --            $7.75            281,993
    01/01/2003 to 12/31/2003            $7.75           $12.57            942,605
    01/01/2004 to 12/31/2004           $12.57           $12.30            896,010
    01/01/2005 to 12/31/2005           $12.30           $14.45          1,723,105
    01/01/2006 to 12/31/2006           $14.45           $19.80          3,073,769
    01/01/2007 to 12/31/2007           $19.80           $28.77          2,473,589
    01/01/2008 to 12/31/2008           $28.77           $13.91          1,337,672
---------------------------------------------------------------------------------------
ProFund VP Japan
    01/01/2002 to 12/31/2002               --            $7.24             65,845
    01/01/2003 to 12/31/2003            $7.24            $9.03            426,718
    01/01/2004 to 12/31/2004            $9.03            $9.55            710,879
    01/01/2005 to 12/31/2005            $9.55           $13.31          3,413,954
    01/01/2006 to 12/31/2006           $13.31           $14.51          1,650,266
    01/01/2007 to 12/31/2007           $14.51           $12.85            552,230
    01/01/2008 to 12/31/2008           $12.85            $7.47            553,832
---------------------------------------------------------------------------------------
ProFund VP Banks
    01/01/2002 to 12/31/2002               --            $8.56            101,136
    01/01/2003 to 12/31/2003            $8.56           $10.90             93,067
    01/01/2004 to 12/31/2004           $10.90           $11.98            229,711
    01/01/2005 to 12/31/2005           $11.98           $11.77            351,876
    01/01/2006 to 12/31/2006           $11.77           $13.35            402,883
    01/01/2007 to 12/31/2007           $13.35            $9.55            389,926
    01/01/2008 to 12/31/2008            $9.55            $4.99          2,409,143
---------------------------------------------------------------------------------------
ProFund VP Basic Materials
    01/01/2002 to 12/31/2002               --            $8.46             76,331
    01/01/2003 to 12/31/2003            $8.46           $10.95          1,512,864
    01/01/2004 to 12/31/2004           $10.95           $11.87            529,237
    01/01/2005 to 12/31/2005           $11.87           $11.96            681,690
    01/01/2006 to 12/31/2006           $11.96           $13.58            779,466
    01/01/2007 to 12/31/2007           $13.58           $17.45          2,684,333
    01/01/2008 to 12/31/2008           $17.45            $8.34          1,183,553
---------------------------------------------------------------------------------------
ProFund VP Biotechnology
    01/01/2002 to 12/31/2002               --            $7.09            130,082
    01/01/2003 to 12/31/2003            $7.09            $9.75            208,971
    01/01/2004 to 12/31/2004            $9.75           $10.52            757,678
    01/01/2005 to 12/31/2005           $10.52           $12.34            697,687
    01/01/2006 to 12/31/2006           $12.34           $11.64            393,923
    01/01/2007 to 12/31/2007           $11.64           $11.31            609,746
    01/01/2008 to 12/31/2008           $11.31           $11.33          1,249,287



                                     A-65






                                                                            Number of
                                        Accumulation     Accumulation      Accumulation
                                        Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                         Beginning of Period End of Period    End of Period
                                                              
-------------------------------------------------------------------------------------------
ProFund VP Consumer Services
    01/01/2002 to 12/31/2002                   --            $7.25            128,022
    01/01/2003 to 12/31/2003                $7.25            $9.04            136,269
    01/01/2004 to 12/31/2004                $9.04            $9.56            430,620
    01/01/2005 to 12/31/2005                $9.56            $8.97             86,431
    01/01/2006 to 12/31/2006                $8.97            $9.88            192,639
    01/01/2007 to 12/31/2007                $9.88            $8.91             67,292
    01/01/2008 to 12/31/2008                $8.91            $6.01            448,604
-------------------------------------------------------------------------------------------
ProFund VP Consumer Goods Portfolio
    01/01/2002 to 12/31/2002                   --            $8.28            148,446
    01/01/2003 to 12/31/2003                $8.28            $9.64             58,425
    01/01/2004 to 12/31/2004                $9.64           $10.36            369,007
    01/01/2005 to 12/31/2005               $10.36           $10.15            161,038
    01/01/2006 to 12/31/2006               $10.15           $11.25            548,567
    01/01/2007 to 12/31/2007               $11.25           $11.90            715,235
    01/01/2008 to 12/31/2008               $11.90            $8.58            609,574
-------------------------------------------------------------------------------------------
ProFund VP Oil & Gas
    01/01/2002 to 12/31/2002                   --            $8.71            299,833
    01/01/2003 to 12/31/2003                $8.71           $10.48          1,225,844
    01/01/2004 to 12/31/2004               $10.48           $13.33          1,856,882
    01/01/2005 to 12/31/2005               $13.33           $17.22          2,573,777
    01/01/2006 to 12/31/2006               $17.22           $20.43          2,251,126
    01/01/2007 to 12/31/2007               $20.43           $26.61          2,322,451
    01/01/2008 to 12/31/2008               $26.61           $16.50          1,351,549
-------------------------------------------------------------------------------------------
ProFund VP Financials
    01/01/2002 to 12/31/2002                   --            $8.85            221,377
    01/01/2003 to 12/31/2003                $8.85           $11.23            398,159
    01/01/2004 to 12/31/2004               $11.23           $12.19            553,342
    01/01/2005 to 12/31/2005               $12.19           $12.46            616,872
    01/01/2006 to 12/31/2006               $12.46           $14.38            913,872
    01/01/2007 to 12/31/2007               $14.38           $11.44            498,292
    01/01/2008 to 12/31/2008               $11.44            $5.57          2,008,426
-------------------------------------------------------------------------------------------
ProFund VP Health Care
    01/01/2002 to 12/31/2002                   --            $7.94            388,508
    01/01/2003 to 12/31/2003                $7.94            $9.17            707,449
    01/01/2004 to 12/31/2004                $9.17            $9.23          1,318,525
    01/01/2005 to 12/31/2005                $9.23            $9.63          2,175,821
    01/01/2006 to 12/31/2006                $9.63            $9.96          2,106,409
    01/01/2007 to 12/31/2007                $9.96           $10.44          2,120,859
    01/01/2008 to 12/31/2008               $10.44            $7.78          1,638,682
-------------------------------------------------------------------------------------------
ProFund VP Industrials
    01/01/2002 to 12/31/2002                   --            $7.93             12,642
    01/01/2003 to 12/31/2003                $7.93           $10.01            318,339
    01/01/2004 to 12/31/2004               $10.01           $11.15            253,411
    01/01/2005 to 12/31/2005               $11.15           $11.23            211,678
    01/01/2006 to 12/31/2006               $11.23           $12.33            242,684
    01/01/2007 to 12/31/2007               $12.33           $13.55            708,921
    01/01/2008 to 12/31/2008               $13.55            $7.93            348,521



                                     A-66






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                     Beginning of Period End of Period    End of Period
                                                          
---------------------------------------------------------------------------------------
ProFund VP Internet
    01/01/2002 to 12/31/2002               --            $8.57            306,572
    01/01/2003 to 12/31/2003            $8.57           $15.00            206,876
    01/01/2004 to 12/31/2004           $15.00           $17.89            992,879
    01/01/2005 to 12/31/2005           $17.89           $18.90            467,320
    01/01/2006 to 12/31/2006           $18.90           $18.84            200,072
    01/01/2007 to 12/31/2007           $18.84           $20.42            435,015
    01/01/2008 to 12/31/2008           $20.42           $11.08            116,246
---------------------------------------------------------------------------------------
ProFund VP Pharmaceuticals
    01/01/2002 to 12/31/2002               --            $8.56            136,559
    01/01/2003 to 12/31/2003            $8.56            $8.89            266,978
    01/01/2004 to 12/31/2004            $8.89            $7.93            527,336
    01/01/2005 to 12/31/2005            $7.93            $7.51            515,769
    01/01/2006 to 12/31/2006            $7.51            $8.28            716,678
    01/01/2007 to 12/31/2007            $8.28            $8.33            492,538
    01/01/2008 to 12/31/2008            $8.33            $6.60            588,925
---------------------------------------------------------------------------------------
ProFund VP Precious Metals
    01/01/2002 to 12/31/2002               --            $9.70          1,175,651
    01/01/2003 to 12/31/2003            $9.70           $13.29          1,329,806
    01/01/2004 to 12/31/2004           $13.29           $11.77          1,479,384
    01/01/2005 to 12/31/2005           $11.77           $14.62          2,426,531
    01/01/2006 to 12/31/2006           $14.62           $15.44          2,487,596
    01/01/2007 to 12/31/2007           $15.44           $18.60          3,177,702
    01/01/2008 to 12/31/2008           $18.60           $12.66          2,709,868
---------------------------------------------------------------------------------------
ProFund VP Real Estate
    01/01/2002 to 12/31/2002               --            $9.86            441,318
    01/01/2003 to 12/31/2003            $9.86           $12.91            462,906
    01/01/2004 to 12/31/2004           $12.91           $16.15          1,816,706
    01/01/2005 to 12/31/2005           $16.15           $16.96            501,989
    01/01/2006 to 12/31/2006           $16.96           $22.10            926,728
    01/01/2007 to 12/31/2007           $22.10           $17.47            505,436
    01/01/2008 to 12/31/2008           $17.47           $10.09            587,638
---------------------------------------------------------------------------------------
ProFund VP Semiconductor
    01/01/2002 to 12/31/2002               --            $5.14             93,241
    01/01/2003 to 12/31/2003            $5.14            $9.51            423,958
    01/01/2004 to 12/31/2004            $9.51            $7.15            694,352
    01/01/2005 to 12/31/2005            $7.15            $7.64            746,084
    01/01/2006 to 12/31/2006            $7.64            $6.98            339,250
    01/01/2007 to 12/31/2007            $6.98            $7.35            272,048
    01/01/2008 to 12/31/2008            $7.35            $3.63            166,664
---------------------------------------------------------------------------------------
ProFund VP Technology
    01/01/2002 to 12/31/2002               --            $6.03            254,131
    01/01/2003 to 12/31/2003            $6.03            $8.66            497,972
    01/01/2004 to 12/31/2004            $8.66            $8.48            727,580
    01/01/2005 to 12/31/2005            $8.48            $8.45            577,737
    01/01/2006 to 12/31/2006            $8.45            $8.98            673,628
    01/01/2007 to 12/31/2007            $8.98           $10.10          1,668,456
    01/01/2008 to 12/31/2008           $10.10            $5.53            322,313



                                     A-67






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                     Beginning of Period End of Period    End of Period
                                                          
---------------------------------------------------------------------------------------
ProFund VP Telecommunications
    01/01/2002 to 12/31/2002               --            $7.15            272,408
    01/01/2003 to 12/31/2003            $7.15            $7.21            398,350
    01/01/2004 to 12/31/2004            $7.21            $8.19            460,848
    01/01/2005 to 12/31/2005            $8.19            $7.52            456,586
    01/01/2006 to 12/31/2006            $7.52            $9.93          1,277,316
    01/01/2007 to 12/31/2007            $9.93           $10.59          1,098,402
    01/01/2008 to 12/31/2008           $10.59            $6.83            840,295
---------------------------------------------------------------------------------------
ProFund VP Utilities
    01/01/2002 to 12/31/2002               --            $7.83            521,419
    01/01/2003 to 12/31/2003            $7.83            $9.34            618,427
    01/01/2004 to 12/31/2004            $9.34           $11.13          1,060,939
    01/01/2005 to 12/31/2005           $11.13           $12.37          1,996,877
    01/01/2006 to 12/31/2006           $12.37           $14.51          2,195,309
    01/01/2007 to 12/31/2007           $14.51           $16.52          3,808,582
    01/01/2008 to 12/31/2008           $16.52           $11.26          1,279,942
---------------------------------------------------------------------------------------
ProFund VP Bull
    01/01/2002 to 12/31/2002               --            $7.97            954,792
    01/01/2003 to 12/31/2003            $7.97            $9.84          3,563,562
    01/01/2004 to 12/31/2004            $9.84           $10.53          8,215,357
    01/01/2005 to 12/31/2005           $10.53           $10.64          7,846,866
    01/01/2006 to 12/31/2006           $10.64           $11.90          7,031,661
    01/01/2007 to 12/31/2007           $11.90           $12.12          4,013,033
    01/01/2008 to 12/31/2008           $12.12            $7.43          2,963,943
---------------------------------------------------------------------------------------
ProFund VP Bear
    01/01/2002 to 12/31/2002               --           $11.38          1,532,543
    01/01/2003 to 12/31/2003           $11.38            $8.44          1,886,515
    01/01/2004 to 12/31/2004            $8.44            $7.45          1,202,243
    01/01/2005 to 12/31/2005            $7.45            $7.23          2,169,659
    01/01/2006 to 12/31/2006            $7.23            $6.57          1,868,606
    01/01/2007 to 12/31/2007            $6.57            $6.50          1,722,065
    01/01/2008 to 12/31/2008            $6.50            $8.95          2,326,201
---------------------------------------------------------------------------------------
ProFund VP UltraBull
    01/01/2002 to 12/31/2002               --            $6.78            297,435
    01/01/2003 to 12/31/2003            $6.78           $10.20          1,431,345
    01/01/2004 to 12/31/2004           $10.20           $11.76          2,817,803
    01/01/2005 to 12/31/2005           $11.76           $11.87          1,158,024
    01/01/2006 to 12/31/2006           $11.87           $14.36          1,596,920
    01/01/2007 to 12/31/2007           $14.36           $14.24          1,964,725
    01/01/2008 to 12/31/2008           $14.24            $4.57          8,061,341
---------------------------------------------------------------------------------------
ProFund VP NASDAQ-100
    01/01/2002 to 12/31/2002               --            $6.45          1,346,852
    01/01/2003 to 12/31/2003            $6.45            $9.32          4,445,234
    01/01/2004 to 12/31/2004            $9.32            $9.94          4,885,351
    01/01/2005 to 12/31/2005            $9.94            $9.80          2,467,486
    01/01/2006 to 12/31/2006            $9.80           $10.16          1,764,614
    01/01/2007 to 12/31/2007           $10.16           $11.76          2,265,084
    01/01/2008 to 12/31/2008           $11.76            $6.65          1,171,313



                                     A-68






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                     Beginning of Period End of Period    End of Period
                                                          
---------------------------------------------------------------------------------------
ProFund VP Short NASDAQ-100
    01/01/2002 to 12/31/2002               --           $11.00            433,181
    01/01/2003 to 12/31/2003           $11.00            $6.78          1,535,439
    01/01/2004 to 12/31/2004            $6.78            $5.93            908,064
    01/01/2005 to 12/31/2005            $5.93            $5.88          2,494,108
    01/01/2006 to 12/31/2006            $5.88            $5.70          1,891,265
    01/01/2007 to 12/31/2007            $5.70            $4.96            860,024
    01/01/2008 to 12/31/2008            $4.96            $7.23            722,924
---------------------------------------------------------------------------------------
ProFund VP UltraNASDAQ-100
    01/01/2002 to 12/31/2002               --            $3.53          1,003,123
    01/01/2003 to 12/31/2003            $3.53            $7.03          3,410,589
    01/01/2004 to 12/31/2004            $7.03            $7.89          6,592,447
    01/01/2005 to 12/31/2005            $7.89            $7.47          4,740,165
    01/01/2006 to 12/31/2006            $7.47            $7.70          2,319,572
    01/01/2007 to 12/31/2007            $7.70            $9.73          4,024,405
    01/01/2008 to 12/31/2008            $9.73            $2.61          3,358,757
---------------------------------------------------------------------------------------
ProFund VP Mid-Cap Value
    01/01/2002 to 12/31/2002               --            $7.66            438,387
    01/01/2003 to 12/31/2003            $7.66           $10.23          1,455,513
    01/01/2004 to 12/31/2004           $10.23           $11.67          2,632,869
    01/01/2005 to 12/31/2005           $11.67           $12.49          2,164,543
    01/01/2006 to 12/31/2006           $12.49           $13.80          1,978,580
    01/01/2007 to 12/31/2007           $13.80           $13.70          1,436,105
    01/01/2008 to 12/31/2008           $13.70            $8.58            733,971
---------------------------------------------------------------------------------------
ProFund VP Mid-Cap Growth
    01/01/2002 to 12/31/2002               --            $7.70            439,054
    01/01/2003 to 12/31/2003            $7.70            $9.69          1,009,867
    01/01/2004 to 12/31/2004            $9.69           $10.58          2,220,901
    01/01/2005 to 12/31/2005           $10.58           $11.58          5,059,312
    01/01/2006 to 12/31/2006           $11.58           $11.84          1,594,539
    01/01/2007 to 12/31/2007           $11.84           $13.01          2,101,505
    01/01/2008 to 12/31/2008           $13.01            $7.83          1,117,437
---------------------------------------------------------------------------------------
ProFund VP UltraMid-Cap
    01/01/2002 to 12/31/2002               --            $5.71            477,953
    01/01/2003 to 12/31/2003            $5.71            $9.55          1,112,311
    01/01/2004 to 12/31/2004            $9.55           $11.99          3,106,849
    01/01/2005 to 12/31/2005           $11.99           $13.91          1,935,489
    01/01/2006 to 12/31/2006           $13.91           $15.14          1,588,771
    01/01/2007 to 12/31/2007           $15.14           $15.77          1,072,846
    01/01/2008 to 12/31/2008           $15.77            $5.04          2,684,256
---------------------------------------------------------------------------------------
ProFund VP Small-Cap Value
    01/01/2002 to 12/31/2002               --            $7.09            994,778
    01/01/2003 to 12/31/2003            $7.09            $9.39          5,144,632
    01/01/2004 to 12/31/2004            $9.39           $11.10          4,088,760
    01/01/2005 to 12/31/2005           $11.10           $11.35          1,398,441
    01/01/2006 to 12/31/2006           $11.35           $13.11          2,446,357
    01/01/2007 to 12/31/2007           $13.11           $11.96            714,107
    01/01/2008 to 12/31/2008           $11.96            $8.15            838,930



                                     A-69






                                                                                         Number of
                                                     Accumulation     Accumulation      Accumulation
                                                     Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                      Beginning of Period End of Period    End of Period
                                                                           
--------------------------------------------------------------------------------------------------------
ProFund VP Small-Cap Growth
    01/01/2002 to 12/31/2002                                --            $7.69            772,260
    01/01/2003 to 12/31/2003                             $7.69           $10.16          3,868,951
    01/01/2004 to 12/31/2004                            $10.16           $11.98          4,677,820
    01/01/2005 to 12/31/2005                            $11.98           $12.67          4,579,886
    01/01/2006 to 12/31/2006                            $12.67           $13.54          1,643,633
    01/01/2007 to 12/31/2007                            $13.54           $13.85            676,467
    01/01/2008 to 12/31/2008                            $13.85            $8.99            990,289
--------------------------------------------------------------------------------------------------------
ProFund VP UltraSmall-Cap
    01/01/2002 to 12/31/2002                                --            $6.14            212,085
    01/01/2003 to 12/31/2003                             $6.14           $12.04          1,702,558
    01/01/2004 to 12/31/2004                            $12.04           $15.52          5,098,565
    01/01/2005 to 12/31/2005                            $15.52           $15.23            816,754
    01/01/2006 to 12/31/2006                            $15.23           $18.87          1,580,595
    01/01/2007 to 12/31/2007                            $18.87           $16.11            527,856
    01/01/2008 to 12/31/2008                            $16.11            $5.36          2,519,397
--------------------------------------------------------------------------------------------------------
ProFund VP U.S. Government Plus
    01/01/2002 to 12/31/2002                                --           $11.56          2,486,854
    01/01/2003 to 12/31/2003                            $11.56           $11.08            731,470
    01/01/2004 to 12/31/2004                            $11.08           $11.79          1,051,158
    01/01/2005 to 12/31/2005                            $11.79           $12.64          2,312,868
    01/01/2006 to 12/31/2006                            $12.64           $11.86            821,668
    01/01/2007 to 12/31/2007                            $11.86           $12.85          2,443,725
    01/01/2008 to 12/31/2008                            $12.85           $18.92          2,696,273
--------------------------------------------------------------------------------------------------------
ProFund VP Rising Rates Opportunity
    01/01/2002 to 12/31/2002                                --            $8.02            165,792
    01/01/2003 to 12/31/2003                             $8.02            $7.56          1,817,924
    01/01/2004 to 12/31/2004                             $7.56            $6.63          5,314,528
    01/01/2005 to 12/31/2005                             $6.63            $6.00          3,415,324
    01/01/2006 to 12/31/2006                             $6.00            $6.50          4,567,551
    01/01/2007 to 12/31/2007                             $6.50            $6.06          1,806,294
    01/01/2008 to 12/31/2008                             $6.06            $3.70          2,315,493
--------------------------------------------------------------------------------------------------------
ACCESS VP High Yield Fund
    05/02/2005* to 12/31/2005                           $10.00           $10.56            899,139
    01/01/2006 to 12/31/2006                            $10.56           $11.38          1,207,864
    01/01/2007 to 12/31/2007                            $11.38           $11.78            898,024
    01/01/2008 to 12/31/2008                            $11.78           $11.04            901,901
--------------------------------------------------------------------------------------------------------
First Trust Target Focus Four Portfolio
    01/01/2002 to 12/31/2002                                --            $6.80             19,826
    01/01/2003 to 12/31/2003                             $6.80            $9.16             66,435
    01/01/2004 to 12/31/2004                             $9.16           $10.03             91,924
    01/01/2005 to 12/31/2005                            $10.03            $9.92             87,726
    01/01/2006 to 12/31/2006                             $9.92           $10.15            100,227
    01/01/2007 to 12/31/2007                            $10.15           $10.55            106,856
    01/01/2008 to 12/31/2008                            $10.55            $5.83            190,718
--------------------------------------------------------------------------------------------------------
Global Dividend Target 15
 formerly, First Trust Global Dividend Target 15
    01/01/2004 to 12/31/2004                                --           $11.85            311,233
    01/01/2005 to 12/31/2005                            $11.85           $12.84            590,605
    01/01/2006 to 12/31/2006                            $12.84           $17.48          1,507,757
    01/01/2007 to 12/31/2007                            $17.48           $19.49          2,078,809
    01/01/2008 to 12/31/2008                            $19.49           $10.97          1,122,006



                                     A-70






                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                 Beginning of Period End of Period    End of Period
                                                                      
---------------------------------------------------------------------------------------------------
Target Managed VIP Portfolio
 formerly, First Trust Managed VIP
    01/01/2004 to 12/31/2004                           --           $11.32          1,777,316
    01/01/2005 to 12/31/2005                       $11.32           $11.94          2,420,874
    01/01/2006 to 12/31/2006                       $11.94           $13.10          2,772,210
    01/01/2007 to 12/31/2007                       $13.10           $14.10          2,203,754
    01/01/2008 to 12/31/2008                       $14.10            $7.65          1,345,285
---------------------------------------------------------------------------------------------------
NASDAQ Target 15 Portfolio
 formerly, First Trust NASDAQ Target 15
    01/01/2004 to 12/31/2004                           --           $10.66             82,809
    01/01/2005 to 12/31/2005                       $10.66           $10.83            134,177
    01/01/2006 to 12/31/2006                       $10.83           $11.60            199,508
    01/01/2007 to 12/31/2007                       $11.60           $13.88            403,709
    01/01/2008 to 12/31/2008                       $13.88            $6.71            199,304
---------------------------------------------------------------------------------------------------
S&P Target 24 Portfolio
 formerly, First Trust S&P Target 24
    01/01/2004 to 12/31/2004                           --           $10.75            173,851
    01/01/2005 to 12/31/2005                       $10.75           $11.01            304,840
    01/01/2006 to 12/31/2006                       $11.01           $11.14            290,152
    01/01/2007 to 12/31/2007                       $11.14           $11.42            274,858
    01/01/2008 to 12/31/2008                       $11.42            $8.09            259,188
---------------------------------------------------------------------------------------------------
The DOW DART 10 Portfolio
 formerly, First Trust Dow Target 10
    01/01/2004 to 12/31/2004                           --           $10.48            155,695
    01/01/2005 to 12/31/2005                       $10.48            $9.98            194,864
    01/01/2006 to 12/31/2006                        $9.98           $12.32            481,064
    01/01/2007 to 12/31/2007                       $12.32           $12.20            235,030
    01/01/2008 to 12/31/2008                       $12.20            $8.58            249,670
---------------------------------------------------------------------------------------------------
The DOW Target Dividend Portfolio
 formerly, First Trust Dow Target Dividend
    05/02/2005* to 12/31/2005                      $10.00            $9.76          1,240,525
    01/01/2006 to 12/31/2006                        $9.76           $11.34          2,310,768
    01/01/2007 to 12/31/2007                       $11.34           $11.28          2,000,024
    01/01/2008 to 12/31/2008                       $11.28            $6.59          1,374,063
---------------------------------------------------------------------------------------------------
Value Line Target 25 Portfolio
 formerly, First Trust Value Line Target 25
    01/01/2004 to 12/31/2004                           --           $12.59            389,792
    01/01/2005 to 12/31/2005                       $12.59           $14.82          1,068,337
    01/01/2006 to 12/31/2006                       $14.82           $15.00          1,119,827
    01/01/2007 to 12/31/2007                       $15.00           $17.43          1,173,103
    01/01/2008 to 12/31/2008                       $17.43            $7.74          1,027,401
---------------------------------------------------------------------------------------------------
ProFund VP Large-Cap Growth
    01/01/2004 to 12/31/2004                           --           $10.37             72,725
    01/01/2005 to 12/31/2005                       $10.37           $10.30          2,620,748
    01/01/2006 to 12/31/2006                       $10.30           $11.05          2,181,106
    01/01/2007 to 12/31/2007                       $11.05           $11.62          2,009,820
    01/01/2008 to 12/31/2008                       $11.62            $7.37          1,340,839
---------------------------------------------------------------------------------------------------
ProFund VP Large-Cap Value
    01/01/2004 to 12/31/2004                           --           $10.37            159,605
    01/01/2005 to 12/31/2005                       $10.37           $10.51          2,141,309
    01/01/2006 to 12/31/2006                       $10.51           $12.26          4,023,312
    01/01/2007 to 12/31/2007                       $12.26           $12.08          1,984,257
    01/01/2008 to 12/31/2008                       $12.08            $7.07          1,514,949



                                     A-71






                                                                                               Number of
                                                           Accumulation     Accumulation      Accumulation
                                                           Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                            Beginning of Period End of Period    End of Period
                                                                                 
--------------------------------------------------------------------------------------------------------------
ProFund VP Short Mid-Cap
    01/01/2004 to 12/31/2004                                      --            $9.70              39,360
    01/01/2005 to 12/31/2005                                   $9.70            $8.64             364,782
    01/01/2006 to 12/31/2006                                   $8.64            $8.18             254,207
    01/01/2007 to 12/31/2007                                   $8.18            $7.82             131,223
    01/01/2008 to 12/31/2008                                   $7.82           $10.14             177,441
--------------------------------------------------------------------------------------------------------------
ProFund VP Short Small-Cap
    01/01/2004 to 12/31/2004                                      --            $9.54             136,809
    01/01/2005 to 12/31/2005                                   $9.54            $9.11             220,842
    01/01/2006 to 12/31/2006                                   $9.11            $7.90             560,897
    01/01/2007 to 12/31/2007                                   $7.90            $8.12           1,000,449
    01/01/2008 to 12/31/2008                                   $8.12            $9.92             233,809
--------------------------------------------------------------------------------------------------------------
Prudential SP International Growth Portfolio
    01/01/2004 to 12/31/2004                                      --           $10.53             269,671
    01/01/2005 to 12/31/2005                                  $10.53           $12.05             672,243
    01/01/2006 to 12/31/2006                                  $12.05           $14.35             742,865
    01/01/2007 to 12/31/2007                                  $14.35           $16.87             828,104
    01/01/2008 to 12/31/2008                                  $16.87            $8.25             357,600
--------------------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.00             649,828
    01/01/2006 to 12/31/2006                                  $10.00           $11.38           5,212,589
    01/01/2007 to 12/31/2007                                  $11.38           $12.26           8,022,912
    01/01/2008 to 12/31/2008                                  $12.26            $6.95           5,663,091
--------------------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.01           2,586,013
    01/01/2006 to 12/31/2006                                  $10.01           $11.19          23,048,850
    01/01/2007 to 12/31/2007                                  $11.19           $12.07          31,465,957
    01/01/2008 to 12/31/2008                                  $12.07            $7.73          32,624,883
--------------------------------------------------------------------------------------------------------------
AST Academic Strategies Asset Allocation Portfolio
 formerly, AST Balanced Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.02           2,726,484
    01/01/2006 to 12/31/2006                                  $10.02           $11.01          21,829,919
    01/01/2007 to 12/31/2007                                  $11.01           $11.83          30,616,578
    01/01/2008 to 12/31/2008                                  $11.83            $7.93          35,995,508
--------------------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
 formerly, AST Conservative Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.03             685,724
    01/01/2006 to 12/31/2006                                  $10.03           $10.90           7,315,279
    01/01/2007 to 12/31/2007                                  $10.90           $11.70          12,873,620
    01/01/2008 to 12/31/2008                                  $11.70            $8.20          24,018,186
--------------------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.04             115,215
    01/01/2006 to 12/31/2006                                  $10.04           $10.66           3,303,256
    01/01/2007 to 12/31/2007                                  $10.66           $11.40           7,359,596
    01/01/2008 to 12/31/2008                                  $11.40            $9.02          24,830,005
--------------------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    03/20/2006* to 12/31/2006                                 $10.00           $10.66           5,258,474
    01/01/2007 to 12/31/2007                                  $10.66           $11.48           8,525,849
    01/01/2008 to 12/31/2008                                  $11.48            $7.93          16,229,117
--------------------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    03/20/2006* to 12/31/2006                                 $10.00           $10.58           3,781,525
    01/01/2007 to 12/31/2007                                  $10.58           $11.30           7,801,920
    01/01/2008 to 12/31/2008                                  $11.30            $7.28          13,486,356



                                     A-72






                                                                                              Number of
                                                          Accumulation     Accumulation      Accumulation
                                                          Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                           Beginning of Period End of Period    End of Period
                                                                                
-------------------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Target Portfolio
    03/20/2006* to 12/31/2006                                $10.00           $10.48           3,795,562
    01/01/2007 to 12/31/2007                                 $10.48           $11.49           7,899,326
    01/01/2008 to 12/31/2008                                 $11.49            $6.70          13,640,692
-------------------------------------------------------------------------------------------------------------
AST CLS Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $11.51             120,901
    01/01/2008 to 12/31/2008                                 $11.51            $7.33           2,184,002
-------------------------------------------------------------------------------------------------------------
AST CLS Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $10.04              74,936
    01/01/2008 to 12/31/2008                                 $10.04            $7.15           5,507,286
-------------------------------------------------------------------------------------------------------------
AST Horizon Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $10.19             157,014
    01/01/2008 to 12/31/2008                                 $10.19            $6.94           1,952,838
-------------------------------------------------------------------------------------------------------------
AST Horizon Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $10.17              39,143
    01/01/2008 to 12/31/2008                                 $10.17            $7.58           3,825,075
-------------------------------------------------------------------------------------------------------------
AST Niemann Capital Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $10.00              50,892
    01/01/2008 to 12/31/2008                                 $10.00            $7.16           2,156,002
-------------------------------------------------------------------------------------------------------------
AST Western Asset Core Plus Bond Portfolio
    11/19/2007* to 12/31/2007                                $10.00            $9.98             213,630
    01/01/2008 to 12/31/2008                                  $9.98            $9.30           4,064,760
-------------------------------------------------------------------------------------------------------------
AST Investment Grade Bond Portfolio
    01/28/2008* to 12/31/2008                                $10.00           $10.73         128,735,078
-------------------------------------------------------------------------------------------------------------
AST Global Real Estate Portfolio
    07/21/2008* to 12/31/2008                                $10.18            $6.11             100,170
-------------------------------------------------------------------------------------------------------------
AST Parametric Emerging Markets Equity Portfolio
    07/21/2008* to 12/31/2008                                $10.10            $5.57             126,548
-------------------------------------------------------------------------------------------------------------
AST Focus Four Plus Portfolio
    07/21/2008* to 12/31/2008                                $10.00            $7.47           1,469,632
-------------------------------------------------------------------------------------------------------------
Franklin Templeton VIP Founding Funds Allocation Fund
    05/01/2008* to 12/31/2008                                $10.08            $6.64           5,636,967




 *  Denotes the start date of these sub-accounts.

                                    ASXT SIX
                Prudential Annuities Life Assurance Corporation
                                   Prospectus

            ACCUMULATION UNIT VALUES: With LT5, HDV, and EBP (3.00%)





                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                 Beginning of Period End of Period    End of Period
                                                                      
---------------------------------------------------------------------------------------------------
AST JPMorgan International Equity Portfolio
    03/14/2005 to 12/31/2005                        $9.91           $10.53              0
    01/01/2006 to 12/31/2006                       $10.53           $12.55              0
    01/01/2007 to 12/31/2007                       $12.55           $13.32              0
    01/01/2008 to 12/31/2008                       $13.32            $7.57              0



                                     A-73






                                                                                        Number of
                                                    Accumulation     Accumulation      Accumulation
                                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                     Beginning of Period End of Period    End of Period
                                                                          
-------------------------------------------------------------------------------------------------------
AST International Growth Portfolio
    03/14/2005 to 12/31/2005                            $9.92           $11.16              0
    01/01/2006 to 12/31/2006                           $11.16           $13.10              0
    01/01/2007 to 12/31/2007                           $13.10           $15.12              0
    01/01/2008 to 12/31/2008                           $15.12            $7.30              0
-------------------------------------------------------------------------------------------------------
AST International Value Portfolio
    03/14/2005 to 12/31/2005                            $9.92           $10.59              0
    01/01/2006 to 12/31/2006                           $10.59           $13.09              0
    01/01/2007 to 12/31/2007                           $13.09           $14.95              0
    01/01/2008 to 12/31/2008                           $14.95            $8.12              0
-------------------------------------------------------------------------------------------------------
AST MFS Global Equity Portfolio
    03/14/2005 to 12/31/2005                            $9.96           $10.36              0
    01/01/2006 to 12/31/2006                           $10.36           $12.49              0
    01/01/2007 to 12/31/2007                           $12.49           $13.25              0
    01/01/2008 to 12/31/2008                           $13.25            $8.49              0
-------------------------------------------------------------------------------------------------------
AST Small-Cap Growth Portfolio
    03/14/2005 to 12/31/2005                           $10.04           $10.31              0
    01/01/2006 to 12/31/2006                           $10.31           $11.27              0
    01/01/2007 to 12/31/2007                           $11.27           $11.71              0
    01/01/2008 to 12/31/2008                           $11.71            $7.38              0
-------------------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth Portfolio
    03/14/2005 to 12/31/2005                           $10.01           $10.20              0
    01/01/2006 to 12/31/2006                           $10.20           $10.66              0
    01/01/2007 to 12/31/2007                           $10.66           $12.27              0
    01/01/2008 to 12/31/2008                           $12.27            $6.84              0
-------------------------------------------------------------------------------------------------------
AST Federated Aggressive Growth Portfolio
    03/14/2005 to 12/31/2005                           $10.00           $10.84              0
    01/01/2006 to 12/31/2006                           $10.84           $11.87              0
    01/01/2007 to 12/31/2007                           $11.87           $12.80              0
    01/01/2008 to 12/31/2008                           $12.80            $6.94              0
-------------------------------------------------------------------------------------------------------
AST Goldman Sachs Small-Cap Value Portfolio
    03/14/2005 to 12/31/2005                           $10.05           $10.44              0
    01/01/2006 to 12/31/2006                           $10.44           $11.87              0
    01/01/2007 to 12/31/2007                           $11.87           $10.92              0
    01/01/2008 to 12/31/2008                           $10.92            $7.77              0
-------------------------------------------------------------------------------------------------------
AST Small-Cap Value Portfolio
    03/14/2005 to 12/31/2005                           $10.05           $10.53              0
    01/01/2006 to 12/31/2006                           $10.53           $12.26              0
    01/01/2007 to 12/31/2007                           $12.26           $11.22              0
    01/01/2008 to 12/31/2008                           $11.22            $7.65              0
-------------------------------------------------------------------------------------------------------
AST DeAm Small-Cap Value Portfolio
    03/14/2005 to 12/31/2005                           $10.04            $9.90              0
    01/01/2006 to 12/31/2006                            $9.90           $11.53              0
    01/01/2007 to 12/31/2007                           $11.53            $9.19              0
    01/01/2008 to 07/18/2008                            $9.19            $8.36              0
-------------------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth Portfolio
    03/14/2005 to 12/31/2005                           $10.00           $10.46              0
    01/01/2006 to 12/31/2006                           $10.46           $10.78              0
    01/01/2007 to 12/31/2007                           $10.78           $12.48              0
    01/01/2008 to 12/31/2008                           $12.48            $7.17              0



                                     A-74






                                                                                                Number of
                                                            Accumulation     Accumulation      Accumulation
                                                            Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                             Beginning of Period End of Period    End of Period
                                                                                  
---------------------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth Portfolio
    03/14/2005 to 12/31/2005                                   $10.05           $11.21              0
    01/01/2006 to 12/31/2006                                   $11.21           $12.40              0
    01/01/2007 to 12/31/2007                                   $12.40           $14.70              0
    01/01/2008 to 12/31/2008                                   $14.70            $8.10              0
---------------------------------------------------------------------------------------------------------------
AST Neuberger Berman/LSV Mid-Cap Value Portfolio
 formerly, AST Neuberger Berman Mid-Cap Value Portfolio
    03/14/2005 to 12/31/2005                                   $10.02           $10.76              0
    01/01/2006 to 12/31/2006                                   $10.76           $11.56              0
    01/01/2007 to 12/31/2007                                   $11.56           $11.57              0
    01/01/2008 to 12/31/2008                                   $11.57            $6.48              0
---------------------------------------------------------------------------------------------------------------
AST Alger All-Cap Growth Portfolio
    03/14/2005 to 12/02/2005                                   $10.09           $11.59              0
---------------------------------------------------------------------------------------------------------------
AST Mid-Cap Value Portfolio
    03/14/2005 to 12/31/2005                                   $10.06           $10.24              0
    01/01/2006 to 12/31/2006                                   $10.24           $11.34              0
    01/01/2007 to 12/31/2007                                   $11.34           $11.31              0
    01/01/2008 to 12/31/2008                                   $11.31            $6.78              0
---------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources Portfolio
    03/14/2005 to 12/31/2005                                   $10.00           $11.61              0
    01/01/2006 to 12/31/2006                                   $11.61           $13.05              0
    01/01/2007 to 12/31/2007                                   $13.05           $17.78              0
    01/01/2008 to 12/31/2008                                   $17.78            $8.62              0
---------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap Growth Portfolio
    03/14/2005 to 12/31/2005                                   $10.02           $11.98              0
    01/01/2006 to 12/31/2006                                   $11.98           $12.28              0
    01/01/2007 to 12/31/2007                                   $12.28           $12.89              0
    01/01/2008 to 12/31/2008                                   $12.89            $7.43              0
---------------------------------------------------------------------------------------------------------------
AST MFS Growth Portfolio
    03/14/2005 to 12/31/2005                                   $10.04           $10.64              0
    01/01/2006 to 12/31/2006                                   $10.64           $11.32              0
    01/01/2007 to 12/31/2007                                   $11.32           $12.63              0
    01/01/2008 to 12/31/2008                                   $12.63            $7.81              0
---------------------------------------------------------------------------------------------------------------
AST Marsico Capital Growth Portfolio
    03/14/2005 to 12/31/2005                                   $10.12           $10.78              0
    01/01/2006 to 12/31/2006                                   $10.78           $11.21              0
    01/01/2007 to 12/31/2007                                   $11.21           $12.50              0
    01/01/2008 to 12/31/2008                                   $12.50            $6.83              0
---------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth Portfolio
    03/14/2005 to 12/31/2005                                   $10.03           $10.64              0
    01/01/2006 to 12/31/2006                                   $10.64           $11.35              0
    01/01/2007 to 12/31/2007                                   $11.35           $12.55              0
    01/01/2008 to 12/31/2008                                   $12.55            $7.27              0
---------------------------------------------------------------------------------------------------------------
AST DeAm Large-Cap Value Portfolio
    03/14/2005 to 12/31/2005                                   $10.08           $10.59              0
    01/01/2006 to 12/31/2006                                   $10.59           $12.51              0
    01/01/2007 to 12/31/2007                                   $12.51           $12.28              0
    01/01/2008 to 12/31/2008                                   $12.28            $7.47              0
---------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value Portfolio
    03/14/2005 to 12/02/2005                                   $10.05           $11.21              0



                                     A-75






                                                                                                       Number of
                                                                   Accumulation     Accumulation      Accumulation
                                                                   Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                                    Beginning of Period End of Period    End of Period
                                                                                         
----------------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Core Value Portfolio
    03/14/2005 to 12/31/2005                                          $10.08           $10.20              0
    01/01/2006 to 12/31/2006                                          $10.20           $12.00              0
    01/01/2007 to 12/31/2007                                          $12.00           $11.22              0
    01/01/2008 to 12/31/2008                                          $11.22            $6.33              0
----------------------------------------------------------------------------------------------------------------------
AST Cohen & Steers Realty Portfolio
    03/14/2005 to 12/31/2005                                          $10.15           $11.88              0
    01/01/2006 to 12/31/2006                                          $11.88           $15.76              0
    01/01/2007 to 12/31/2007                                          $15.76           $12.24              0
    01/01/2008 to 12/31/2008                                          $12.24            $7.71              0
----------------------------------------------------------------------------------------------------------------------
AST QMA US Equity Alpha
 formerly, AST AllianceBernstein Managed Index 500 Portfolio
    03/14/2005 to 12/31/2005                                          $10.05           $10.28              0
    01/01/2006 to 12/31/2006                                          $10.28           $11.23              0
    01/01/2007 to 12/31/2007                                          $11.23           $11.12              0
    01/01/2008 to 12/31/2008                                          $11.12            $6.61              0
----------------------------------------------------------------------------------------------------------------------
AST American Century Income & Growth Portfolio
    03/14/2005 to 12/31/2005                                          $10.07           $10.22              0
    01/01/2006 to 12/31/2006                                          $10.22           $11.58              0
    01/01/2007 to 12/31/2007                                          $11.58           $11.22              0
    01/01/2008 to 12/31/2008                                          $11.22            $7.10              0
----------------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth & Income Portfolio
    03/14/2005 to 12/31/2005                                          $10.05           $10.15              0
    01/01/2006 to 12/31/2006                                          $10.15           $11.55              0
    01/01/2007 to 12/31/2007                                          $11.55           $11.77              0
    01/01/2008 to 12/31/2008                                          $11.77            $6.77              0
----------------------------------------------------------------------------------------------------------------------
AST Large-Cap Value Portfolio
    03/14/2005 to 12/31/2005                                          $10.08           $10.44              0
    01/01/2006 to 12/31/2006                                          $10.44           $11.99              0
    01/01/2007 to 12/31/2007                                          $11.99           $11.29              0
    01/01/2008 to 12/31/2008                                          $11.29            $6.40              0
----------------------------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha Portfolio
    03/14/2005 to 12/31/2005                                          $10.01           $10.50              0
    01/01/2006 to 12/31/2006                                          $10.50           $11.32              0
    01/01/2007 to 12/31/2007                                          $11.32           $11.20              0
    01/01/2008 to 12/31/2008                                          $11.20            $8.95              0
----------------------------------------------------------------------------------------------------------------------
AST Schroders Multi-Asset World Strategies Portfolio
 formerly, AST American Century Strategic Allocation Portfolio
    03/14/2005 to 12/31/2005                                          $10.04           $10.20              0
    01/01/2006 to 12/31/2006                                          $10.20           $10.85              0
    01/01/2007 to 12/31/2007                                          $10.85           $11.46              0
    01/01/2008 to 12/31/2008                                          $11.46            $7.76              0
----------------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation Portfolio
    03/14/2005 to 12/31/2005                                          $10.03           $10.24              0
    01/01/2006 to 12/31/2006                                          $10.24           $11.17              0
    01/01/2007 to 12/31/2007                                          $11.17           $11.52              0
    01/01/2008 to 12/31/2008                                          $11.52            $8.28              0
----------------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond Portfolio
    03/14/2005 to 12/31/2005                                           $9.95            $9.34              0
    01/01/2006 to 12/31/2006                                           $9.34            $9.63              0
    01/01/2007 to 12/31/2007                                           $9.63           $10.24              0
    01/01/2008 to 12/31/2008                                          $10.24            $9.69              0



                                     A-76






                                                                                  Number of
                                              Accumulation     Accumulation      Accumulation
                                              Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                               Beginning of Period End of Period    End of Period
                                                                    
-------------------------------------------------------------------------------------------------
AST High Yield Portfolio
    03/14/2005 to 12/31/2005                      $9.98            $9.75              0
    01/01/2006 to 12/31/2006                      $9.75           $10.43              0
    01/01/2007 to 12/31/2007                     $10.43           $10.37              0
    01/01/2008 to 12/31/2008                     $10.37            $7.49              0
-------------------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture Portfolio
    03/14/2005 to 12/31/2005                     $10.00            $9.84              0
    01/01/2006 to 12/31/2006                      $9.84           $10.48              0
    01/01/2007 to 12/31/2007                     $10.48           $10.78              0
    01/01/2008 to 12/31/2008                     $10.78            $8.03              0
-------------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond Portfolio
    03/14/2005 to 12/31/2005                      $9.99           $10.04              0
    01/01/2006 to 12/31/2006                     $10.04           $10.10              0
    01/01/2007 to 12/31/2007                     $10.10           $10.61              0
    01/01/2008 to 12/31/2008                     $10.61           $10.06              0
-------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond Portfolio
    03/14/2005 to 12/31/2005                     $10.00            $9.94              0
    01/01/2006 to 12/31/2006                      $9.94           $10.01              0
    01/01/2007 to 12/31/2007                     $10.01           $10.37              0
    01/01/2008 to 12/31/2008                     $10.37           $10.17              0
-------------------------------------------------------------------------------------------------
AST Money Market Portfolio
    03/14/2005 to 12/31/2005                     $10.00            $9.99              0
    01/01/2006 to 12/31/2006                      $9.99           $10.13              0
    01/01/2007 to 12/31/2007                     $10.13           $10.31              0
    01/01/2008 to 12/31/2008                     $10.31           $10.25              0
-------------------------------------------------------------------------------------------------
Gartmore NVIT Developing Markets
    03/14/2005 to 12/31/2005                      $9.88           $11.93              0
    01/01/2006 to 12/31/2006                     $11.93           $15.57              0
    01/01/2007 to 12/31/2007                     $15.57           $21.67              0
    01/01/2008 to 12/31/2008                     $21.67            $8.86              0
-------------------------------------------------------------------------------------------------
Wells Fargo Advantage VT Equity Income
    03/14/2005 to 12/31/2005                     $10.07           $10.08              0
    01/01/2006 to 12/31/2006                     $10.08           $11.60              0
    01/01/2007 to 12/31/2007                     $11.60           $11.56              0
    01/01/2008 to 12/31/2008                     $11.56            $7.13              0
-------------------------------------------------------------------------------------------------
AIM V.I. Dynamics Fund
    03/14/2005 to 12/31/2005                     $10.05           $10.80              0
    01/01/2006 to 12/31/2006                     $10.80           $12.16              0
    01/01/2007 to 12/31/2007                     $12.16           $13.23              0
    01/01/2008 to 12/31/2008                     $13.23            $6.66              0
-------------------------------------------------------------------------------------------------
AIM V.I. Technology Fund
    03/14/2005 to 12/31/2005                     $10.00           $10.60              0
    01/01/2006 to 12/31/2006                     $10.60           $11.36              0
    01/01/2007 to 12/31/2007                     $11.36           $11.87              0
    01/01/2008 to 12/31/2008                     $11.87            $6.39              0
-------------------------------------------------------------------------------------------------
AIM V.I. Global Health Care
    03/14/2005 to 12/31/2005                     $10.06           $11.04              0
    01/01/2006 to 12/31/2006                     $11.04           $11.27              0
    01/01/2007 to 12/31/2007                     $11.27           $12.23              0
    01/01/2008 to 12/31/2008                     $12.23            $8.47              0



                                     A-77






                                                                               Number of
                                           Accumulation     Accumulation      Accumulation
                                           Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                            Beginning of Period End of Period    End of Period
                                                                 
----------------------------------------------------------------------------------------------
AIM V.I. Financial Services Fund
    03/14/2005 to 12/31/2005                  $10.06           $10.62              0
    01/01/2006 to 12/31/2006                  $10.62           $12.00              0
    01/01/2007 to 12/31/2007                  $12.00            $9.05              0
    01/01/2008 to 12/31/2008                   $9.05            $3.56              0
----------------------------------------------------------------------------------------------
Evergreen VA International Equity Fund
    03/14/2005 to 12/31/2005                   $9.90           $10.88              0
    01/01/2006 to 12/31/2006                  $10.88           $13.00              0
    01/01/2007 to 12/31/2007                  $13.00           $14.50              0
    01/01/2008 to 12/31/2008                  $14.50            $8.23              0
----------------------------------------------------------------------------------------------
Evergreen VA Special Equity Fund
    03/14/2005 to 04/15/2005                  $10.02            $9.26              0
----------------------------------------------------------------------------------------------
Evergreen VA Omega Fund
    03/14/2005 to 12/31/2005                  $10.02           $10.50              0
    01/01/2006 to 12/31/2006                  $10.50           $10.79              0
    01/01/2007 to 12/31/2007                  $10.79           $11.72              0
    01/01/2008 to 12/31/2008                  $11.72            $8.28              0
----------------------------------------------------------------------------------------------
Evergreen VA Growth Fund
    04/15/2005* to 12/31/2005                  $9.82           $11.33              0
    01/01/2006 to 12/31/2006                  $11.33           $12.20              0
    01/01/2007 to 12/31/2007                  $12.20           $13.14              0
    01/01/2008 to 12/31/2008                  $13.14            $7.50              0
----------------------------------------------------------------------------------------------
ProFund VP Europe 30
    03/14/2005 to 12/31/2005                   $9.99           $10.41              0
    01/01/2006 to 12/31/2006                  $10.41           $11.87              0
    01/01/2007 to 12/31/2007                  $11.87           $13.19              0
    01/01/2008 to 12/31/2008                  $13.19            $7.16              0
----------------------------------------------------------------------------------------------
ProFund VP Asia 30
    03/14/2005 to 12/31/2005                   $9.99           $11.10              0
    01/01/2006 to 12/31/2006                  $11.10           $14.99              0
    01/01/2007 to 12/31/2007                  $14.99           $21.48              0
    01/01/2008 to 12/31/2008                  $21.48           $10.25              0
----------------------------------------------------------------------------------------------
ProFund VP Japan
    03/14/2005 to 12/31/2005                   $9.95           $13.38              0
    01/01/2006 to 12/31/2006                  $13.38           $14.38              0
    01/01/2007 to 12/31/2007                  $14.38           $12.56              0
    01/01/2008 to 12/31/2008                  $12.56            $7.20              0
----------------------------------------------------------------------------------------------
ProFund VP Banks
    03/14/2005 to 12/31/2005                  $10.08           $10.10              0
    01/01/2006 to 12/31/2006                  $10.10           $11.31              0
    01/01/2007 to 12/31/2007                  $11.31            $7.98              0
    01/01/2008 to 12/31/2008                   $7.98            $4.11              0
----------------------------------------------------------------------------------------------
ProFund VP Basic Materials
    03/14/2005 to 12/31/2005                   $9.98            $9.48              0
    01/01/2006 to 12/31/2006                   $9.48           $10.62              0
    01/01/2007 to 12/31/2007                  $10.62           $13.46              0
    01/01/2008 to 12/31/2008                  $13.46            $6.34              0
----------------------------------------------------------------------------------------------
ProFund VP Biotechnology
    03/14/2005 to 12/31/2005                  $10.48           $13.48              0
    01/01/2006 to 12/31/2006                  $13.48           $12.55              0
    01/01/2007 to 12/31/2007                  $12.55           $12.03              0
    01/01/2008 to 12/31/2008                  $12.03           $11.88              0



                                     A-78






                                                                            Number of
                                        Accumulation     Accumulation      Accumulation
                                        Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                         Beginning of Period End of Period    End of Period
                                                              
-------------------------------------------------------------------------------------------
ProFund VP Consumer Services
    03/14/2005 to 12/31/2005               $10.04            $9.66              0
    01/01/2006 to 12/31/2006                $9.66           $10.50              0
    01/01/2007 to 12/31/2007               $10.50            $9.34              0
    01/01/2008 to 12/31/2008                $9.34            $6.22              0
-------------------------------------------------------------------------------------------
ProFund VP Consumer Goods Portfolio
    03/14/2005 to 12/31/2005               $10.03            $9.73              0
    01/01/2006 to 12/31/2006                $9.73           $10.63              0
    01/01/2007 to 12/31/2007               $10.63           $11.09              0
    01/01/2008 to 12/31/2008               $11.09            $7.89              0
-------------------------------------------------------------------------------------------
ProFund VP Oil & Gas
    03/14/2005 to 12/31/2005               $10.07           $10.92              0
    01/01/2006 to 12/31/2006               $10.92           $12.78              0
    01/01/2007 to 12/31/2007               $12.78           $16.42              0
    01/01/2008 to 12/31/2008               $16.42           $10.04              0
-------------------------------------------------------------------------------------------
ProFund VP Financials
    03/14/2005 to 12/31/2005               $10.08           $10.53              0
    01/01/2006 to 12/31/2006               $10.53           $11.98              0
    01/01/2007 to 12/31/2007               $11.98            $9.40              0
    01/01/2008 to 12/31/2008                $9.40            $4.51              0
-------------------------------------------------------------------------------------------
ProFund VP Health Care
    03/14/2005 to 12/31/2005               $10.09           $10.46              0
    01/01/2006 to 12/31/2006               $10.46           $10.68              0
    01/01/2007 to 12/31/2007               $10.68           $11.04              0
    01/01/2008 to 12/31/2008               $11.04            $8.11              0
-------------------------------------------------------------------------------------------
ProFund VP Industrials
    03/14/2005 to 12/31/2005               $10.06           $10.06              0
    01/01/2006 to 12/31/2006               $10.06           $10.90              0
    01/01/2007 to 12/31/2007               $10.90           $11.81              0
    01/01/2008 to 12/31/2008               $11.81            $6.82              0
-------------------------------------------------------------------------------------------
ProFund VP Internet
    03/14/2005 to 12/31/2005                $9.94           $12.71              0
    01/01/2006 to 12/31/2006               $12.71           $12.50              0
    01/01/2007 to 12/31/2007               $12.50           $13.36              0
    01/01/2008 to 12/31/2008               $13.36            $7.15              0
-------------------------------------------------------------------------------------------
ProFund VP Pharmaceuticals
    03/14/2005 to 12/31/2005               $10.02            $9.44              0
    01/01/2006 to 12/31/2006                $9.44           $10.27              0
    01/01/2007 to 12/31/2007               $10.27           $10.19              0
    01/01/2008 to 12/31/2008               $10.19            $7.96              0
-------------------------------------------------------------------------------------------
ProFund VP Precious Metals
    03/14/2005 to 12/31/2005                $9.89           $12.00              0
    01/01/2006 to 12/31/2006               $12.00           $12.49              0
    01/01/2007 to 12/31/2007               $12.49           $14.84              0
    01/01/2008 to 12/31/2008               $14.84            $9.96              0
-------------------------------------------------------------------------------------------
ProFund VP Real Estate
    03/14/2005 to 12/31/2005               $10.15           $11.17              0
    01/01/2006 to 12/31/2006               $11.17           $14.36              0
    01/01/2007 to 12/31/2007               $14.36           $11.20              0
    01/01/2008 to 12/31/2008               $11.20            $6.38              0



                                     A-79






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                     Beginning of Period End of Period    End of Period
                                                          
---------------------------------------------------------------------------------------
ProFund VP Semiconductor
    03/14/2005 to 12/31/2005           $10.04           $10.65              0
    01/01/2006 to 12/31/2006           $10.65            $9.60              0
    01/01/2007 to 12/31/2007            $9.60            $9.97              0
    01/01/2008 to 12/31/2008            $9.97            $4.85              0
---------------------------------------------------------------------------------------
ProFund VP Technology
    03/14/2005 to 12/31/2005           $10.03           $10.54              0
    01/01/2006 to 12/31/2006           $10.54           $11.05              0
    01/01/2007 to 12/31/2007           $11.05           $12.26              0
    01/01/2008 to 12/31/2008           $12.26            $6.62              0
---------------------------------------------------------------------------------------
ProFund VP Telecommunications
    03/14/2005 to 12/31/2005           $10.03            $9.74              0
    01/01/2006 to 12/31/2006            $9.74           $12.68              0
    01/01/2007 to 12/31/2007           $12.68           $13.33              0
    01/01/2008 to 12/31/2008           $13.33            $8.48              0
---------------------------------------------------------------------------------------
ProFund VP Utilities
    03/14/2005 to 12/31/2005           $10.17           $10.60              0
    01/01/2006 to 12/31/2006           $10.60           $12.26              0
    01/01/2007 to 12/31/2007           $12.26           $13.77              0
    01/01/2008 to 12/31/2008           $13.77            $9.26              0
---------------------------------------------------------------------------------------
ProFund VP Bull
    03/14/2005 to 12/31/2005           $10.05           $10.12              0
    01/01/2006 to 12/31/2006           $10.12           $11.16              0
    01/01/2007 to 12/31/2007           $11.16           $11.21              0
    01/01/2008 to 12/31/2008           $11.21            $6.77              0
---------------------------------------------------------------------------------------
ProFund VP Bear
    03/14/2005 to 12/31/2005            $9.94            $9.54              0
    01/01/2006 to 12/31/2006            $9.54            $8.56              0
    01/01/2007 to 12/31/2007            $8.56            $8.35              0
    01/01/2008 to 12/31/2008            $8.35           $11.34              0
---------------------------------------------------------------------------------------
ProFund VP UltraBull
    03/14/2005 to 12/31/2005           $10.11           $10.25              0
    01/01/2006 to 12/31/2006           $10.25           $12.23              0
    01/01/2007 to 12/31/2007           $12.23           $11.96              0
    01/01/2008 to 12/31/2008           $11.96            $3.78              0
---------------------------------------------------------------------------------------
ProFund VP NASDAQ-100
    03/14/2005 to 12/31/2005           $10.06           $10.55              0
    01/01/2006 to 12/31/2006           $10.55           $10.79              0
    01/01/2007 to 12/31/2007           $10.79           $12.31              0
    01/01/2008 to 12/31/2008           $12.31            $6.87              0
---------------------------------------------------------------------------------------
ProFund VP Short NASDAQ-100
    03/14/2005 to 12/31/2005            $9.94            $9.14              0
    01/01/2006 to 12/31/2006            $9.14            $8.75              0
    01/01/2007 to 12/31/2007            $8.75            $7.50              0
    01/01/2008 to 12/31/2008            $7.50           $10.78              0
---------------------------------------------------------------------------------------
ProFund VP UltraNASDAQ-100
    03/14/2005 to 12/31/2005           $10.15           $11.04              0
    01/01/2006 to 12/31/2006           $11.04           $11.23              0
    01/01/2007 to 12/31/2007           $11.23           $14.00              0
    01/01/2008 to 12/31/2008           $14.00            $3.70              0



                                     A-80






                                                                                Number of
                                            Accumulation     Accumulation      Accumulation
                                            Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                             Beginning of Period End of Period    End of Period
                                                                  
-----------------------------------------------------------------------------------------------
ProFund VP Mid-Cap Value
    03/14/2005 to 12/31/2005                   $10.09           $10.60              0
    01/01/2006 to 12/31/2006                   $10.60           $11.55              0
    01/01/2007 to 12/31/2007                   $11.55           $11.31              0
    01/01/2008 to 12/31/2008                   $11.31            $6.99              0
-----------------------------------------------------------------------------------------------
ProFund VP Mid-Cap Growth
    03/14/2005 to 12/31/2005                   $10.06           $10.76              0
    01/01/2006 to 12/31/2006                   $10.76           $10.85              0
    01/01/2007 to 12/31/2007                   $10.85           $11.76              0
    01/01/2008 to 12/31/2008                   $11.76            $6.98              0
-----------------------------------------------------------------------------------------------
ProFund VP UltraMid-Cap
    03/14/2005 to 12/31/2005                   $10.15           $11.38              0
    01/01/2006 to 12/31/2006                   $11.38           $12.22              0
    01/01/2007 to 12/31/2007                   $12.22           $12.55              0
    01/01/2008 to 12/31/2008                   $12.55            $3.96              0
-----------------------------------------------------------------------------------------------
ProFund VP Small-Cap Value
    03/14/2005 to 12/31/2005                   $10.04           $10.30              0
    01/01/2006 to 12/31/2006                   $10.30           $11.73              0
    01/01/2007 to 12/31/2007                   $11.73           $10.55              0
    01/01/2008 to 12/31/2008                   $10.55            $7.09              0
-----------------------------------------------------------------------------------------------
ProFund VP Small-Cap Growth
    03/14/2005 to 12/31/2005                   $10.04           $10.48              0
    01/01/2006 to 12/31/2006                   $10.48           $11.05              0
    01/01/2007 to 12/31/2007                   $11.05           $11.15              0
    01/01/2008 to 12/31/2008                   $11.15            $7.13              0
-----------------------------------------------------------------------------------------------
ProFund VP UltraSmall-Cap
    03/14/2005 to 12/31/2005                   $10.11           $10.66              0
    01/01/2006 to 12/31/2006                   $10.66           $13.03              0
    01/01/2007 to 12/31/2007                   $13.03           $10.97              0
    01/01/2008 to 12/31/2008                   $10.97            $3.60              0
-----------------------------------------------------------------------------------------------
ProFund VP U.S. Government Plus
    03/14/2005 to 12/31/2005                   $10.08           $10.54              0
    01/01/2006 to 12/31/2006                   $10.54            $9.76              0
    01/01/2007 to 12/31/2007                    $9.76           $10.43              0
    01/01/2008 to 12/31/2008                   $10.43           $15.14              0
-----------------------------------------------------------------------------------------------
ProFund VP Rising Rates Opportunity
    03/14/2005 to 12/31/2005                    $9.91            $9.08              0
    01/01/2006 to 12/31/2006                    $9.08            $9.71              0
    01/01/2007 to 12/31/2007                    $9.71            $8.92              0
    01/01/2008 to 12/31/2008                    $8.92            $5.37              0
-----------------------------------------------------------------------------------------------
ACCESS VP High Yield Fund
    05/02/2005* to 12/31/2005                  $10.00           $10.47              0
    01/01/2006 to 12/31/2006                   $10.47           $11.12              0
    01/01/2007 to 12/31/2007                   $11.12           $11.35              0
    01/01/2008 to 12/31/2008                   $11.35           $10.50              0
-----------------------------------------------------------------------------------------------
First Trust Target Focus Four Portfolio
    03/14/2005 to 12/31/2005                   $10.00            $9.74              0
    01/01/2006 to 12/31/2006                    $9.74            $9.83              0
    01/01/2007 to 12/31/2007                    $9.83           $10.07              0
    01/01/2008 to 12/31/2008                   $10.07            $5.49              0



                                     A-81






                                                                                         Number of
                                                     Accumulation     Accumulation      Accumulation
                                                     Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                      Beginning of Period End of Period    End of Period
                                                                           
--------------------------------------------------------------------------------------------------------
Global Dividend Target 15
 formerly, First Trust Global Dividend Target 15
    03/14/2005 to 12/31/2005                            $10.03           $10.83              0
    01/01/2006 to 12/31/2006                            $10.83           $14.54              0
    01/01/2007 to 12/31/2007                            $14.54           $15.99              0
    01/01/2008 to 12/31/2008                            $15.99            $8.87              0
--------------------------------------------------------------------------------------------------------
Target Managed VIP Portfolio
 formerly, First Trust Managed VIP
    03/14/2005 to 12/31/2005                            $10.02           $10.43              0
    01/01/2006 to 12/31/2006                            $10.43           $11.29              0
    01/01/2007 to 12/31/2007                            $11.29           $11.98              0
    01/01/2008 to 12/31/2008                            $11.98            $6.41              0
--------------------------------------------------------------------------------------------------------
NASDAQ Target 15 Portfolio
 formerly, First Trust NASDAQ Target 15
    03/14/2005 to 12/31/2005                            $10.06           $10.75              0
    01/01/2006 to 12/31/2006                            $10.75           $11.35              0
    01/01/2007 to 12/31/2007                            $11.35           $13.40              0
    01/01/2008 to 12/31/2008                            $13.40            $6.38              0
--------------------------------------------------------------------------------------------------------
S&P Target 24 Portfolio
 formerly, First Trust S&P Target 24
    03/14/2005 to 12/31/2005                            $10.10           $10.48              0
    01/01/2006 to 12/31/2006                            $10.48           $10.46              0
    01/01/2007 to 12/31/2007                            $10.46           $10.57              0
    01/01/2008 to 12/31/2008                            $10.57            $7.39              0
--------------------------------------------------------------------------------------------------------
The DOW DART 10 Portfolio
 formerly, First Trust Dow Target 10
    03/14/2005 to 12/31/2005                            $10.03            $9.53              0
    01/01/2006 to 12/31/2006                             $9.53           $11.61              0
    01/01/2007 to 12/31/2007                            $11.61           $11.33              0
    01/01/2008 to 12/31/2008                            $11.33            $7.86              0
--------------------------------------------------------------------------------------------------------
The DOW Target Dividend Portfolio
 formerly, First Trust Dow Target Dividend
    05/02/2005* to 12/31/2005                           $10.00            $9.67              0
    01/01/2006 to 12/31/2006                             $9.67           $11.08              0
    01/01/2007 to 12/31/2007                            $11.08           $10.87              0
    01/01/2008 to 12/31/2008                            $10.87            $6.27              0
--------------------------------------------------------------------------------------------------------
Value Line Target 25 Portfolio
 formerly, First Trust Value Line Target 25
    03/14/2005 to 12/31/2005                            $10.00           $11.11              0
    01/01/2006 to 12/31/2006                            $11.11           $11.08              0
    01/01/2007 to 12/31/2007                            $11.08           $12.71              0
    01/01/2008 to 12/31/2008                            $12.71            $5.57              0
--------------------------------------------------------------------------------------------------------
ProFund VP Large-Cap Growth
    03/14/2005 to 12/31/2005                            $10.03            $9.98              0
    01/01/2006 to 12/31/2006                             $9.98           $10.56              0
    01/01/2007 to 12/31/2007                            $10.56           $10.96              0
    01/01/2008 to 12/31/2008                            $10.96            $6.85              0
--------------------------------------------------------------------------------------------------------
ProFund VP Large-Cap Value
    03/14/2005 to 12/31/2005                            $10.07           $10.20              0
    01/01/2006 to 12/31/2006                            $10.20           $11.74              0
    01/01/2007 to 12/31/2007                            $11.74           $11.40              0
    01/01/2008 to 12/31/2008                            $11.40            $6.59              0



                                     A-82






                                                                                               Number of
                                                           Accumulation     Accumulation      Accumulation
                                                           Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                            Beginning of Period End of Period    End of Period
                                                                                 
--------------------------------------------------------------------------------------------------------------
ProFund VP Short Mid-Cap
    03/14/2005 to 12/31/2005                                   $9.93            $8.94                 0
    01/01/2006 to 12/31/2006                                   $8.94            $8.36                 0
    01/01/2007 to 12/31/2007                                   $8.36            $7.87                 0
    01/01/2008 to 12/31/2008                                   $7.87           $10.07                 0
--------------------------------------------------------------------------------------------------------------
ProFund VP Short Small-Cap
    03/14/2005 to 12/31/2005                                   $9.95            $9.17                 0
    01/01/2006 to 12/31/2006                                   $9.17            $7.84                 0
    01/01/2007 to 12/31/2007                                   $7.84            $7.95                 0
    01/01/2008 to 12/31/2008                                   $7.95            $9.57                 0
--------------------------------------------------------------------------------------------------------------
Prudential SP International Growth Portfolio
    03/14/2005 to 12/31/2005                                   $9.93           $11.18                 0
    01/01/2006 to 12/31/2006                                  $11.18           $13.12                 0
    01/01/2007 to 12/31/2007                                  $13.12           $15.22                 0
    01/01/2008 to 12/31/2008                                  $15.22            $7.34                 0
--------------------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00            $9.99                 0
    01/01/2006 to 12/31/2006                                   $9.99           $11.21                 0
    01/01/2007 to 12/31/2007                                  $11.21           $11.91                 0
    01/01/2008 to 12/31/2008                                  $11.91            $6.66                 0
--------------------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.00                 0
    01/01/2006 to 12/31/2006                                  $10.00           $11.02             2,672
    01/01/2007 to 12/31/2007                                  $11.02           $11.73            10,225
    01/01/2008 to 12/31/2008                                  $11.73            $7.40            11,699
--------------------------------------------------------------------------------------------------------------
AST Academic Strategies Asset Allocation Portfolio
 formerly, AST Balanced Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.01                 0
    01/01/2006 to 12/31/2006                                  $10.01           $10.85            18,249
    01/01/2007 to 12/31/2007                                  $10.85           $11.49            19,931
    01/01/2008 to 12/31/2008                                  $11.49            $7.60            38,177
--------------------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
 formerly, AST Conservative Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.02                 0
    01/01/2006 to 12/31/2006                                  $10.02           $10.74                 0
    01/01/2007 to 12/31/2007                                  $10.74           $11.36             4,610
    01/01/2008 to 12/31/2008                                  $11.36            $7.86             4,379
--------------------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.03                 0
    01/01/2006 to 12/31/2006                                  $10.03           $10.50                 0
    01/01/2007 to 12/31/2007                                  $10.50           $11.07                 0
    01/01/2008 to 12/31/2008                                  $11.07            $8.65             4,182
--------------------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    03/20/2006* to 12/31/2006                                 $10.00           $10.54                 0
    01/01/2007 to 12/31/2007                                  $10.54           $11.20             7,920
    01/01/2008 to 12/31/2008                                  $11.20            $7.63            13,497
--------------------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    03/20/2006* to 12/31/2006                                 $10.00           $10.47                 0
    01/01/2007 to 12/31/2007                                  $10.47           $11.02             5,264
    01/01/2008 to 12/31/2008                                  $11.02            $7.00             5,327



                                     A-83






                                                                                              Number of
                                                          Accumulation     Accumulation      Accumulation
                                                          Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                           Beginning of Period End of Period    End of Period
                                                                                
-------------------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Target Portfolio
    03/20/2006* to 12/31/2006                                $10.00           $10.37                 0
    01/01/2007 to 12/31/2007                                 $10.37           $11.20             5,929
    01/01/2008 to 12/31/2008                                 $11.20            $6.44            12,636
-------------------------------------------------------------------------------------------------------------
AST CLS Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $11.49                 0
    01/01/2008 to 12/31/2008                                 $11.49            $7.22             1,469
-------------------------------------------------------------------------------------------------------------
AST CLS Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $10.02                 0
    01/01/2008 to 12/31/2008                                 $10.02            $7.04             5,132
-------------------------------------------------------------------------------------------------------------
AST Horizon Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $10.17                 0
    01/01/2008 to 12/31/2008                                 $10.17            $6.84                 0
-------------------------------------------------------------------------------------------------------------
AST Horizon Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $10.15                 0
    01/01/2008 to 12/31/2008                                 $10.15            $7.46                 0
-------------------------------------------------------------------------------------------------------------
AST Niemann Capital Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00            $9.98                 0
    01/01/2008 to 12/31/2008                                  $9.98            $7.05                 0
-------------------------------------------------------------------------------------------------------------
AST Western Asset Core Plus Bond Portfolio
    11/19/2007* to 12/31/2007                                $10.00            $9.96                 0
    01/01/2008 to 12/31/2008                                  $9.96            $9.16                 0
-------------------------------------------------------------------------------------------------------------
AST Global Real Estate Portfolio
    07/21/2008* to 12/31/2008                                $10.17            $6.08                 0
-------------------------------------------------------------------------------------------------------------
AST Parametric Emerging Markets Equity Portfolio
    07/21/2008* to 12/31/2008                                $10.10            $5.54                 0
-------------------------------------------------------------------------------------------------------------
AST Focus Four Plus Portfolio
    07/21/2008* to 12/31/2008                                $10.00            $7.43                 0
-------------------------------------------------------------------------------------------------------------
Franklin Templeton VIP Founding Funds Allocation Fund
    05/01/2008* to 12/31/2008                                $10.08            $6.58                 0




 *  Denotes the start date of these sub-accounts.

                                     ASL II
                Prudential Annuities Life Assurance Corporation
                                   Prospectus

          ACCUMULATION UNIT VALUES: With No Optional Benefits (1.65%)





                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                 Beginning of Period End of Period    End of Period
                                                                      
---------------------------------------------------------------------------------------------------
AST JPMorgan International Equity Portfolio
    01/01/2002 to 12/31/2002                           --            $8.56          2,569,506
    01/01/2003 to 12/31/2003                        $8.56           $11.00          2,415,394
    01/01/2004 to 12/31/2004                       $11.00           $12.67          3,227,381
    01/01/2005 to 12/31/2005                       $12.67           $13.84          5,621,834
    01/01/2006 to 12/31/2006                       $13.84           $16.71          4,715,269
    01/01/2007 to 12/31/2007                       $16.71           $17.98          4,504,935
    01/01/2008 to 12/31/2008                       $17.98           $10.37          2,459,224



                                     A-84






                                                                                        Number of
                                                    Accumulation     Accumulation      Accumulation
                                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                     Beginning of Period End of Period    End of Period
                                                                          
-------------------------------------------------------------------------------------------------------
AST International Growth Portfolio
    01/01/2002 to 12/31/2002                               --            $9.72             835,523
    01/01/2003 to 12/31/2003                            $9.72           $13.39           5,547,558
    01/01/2004 to 12/31/2004                           $13.39           $15.30          11,265,469
    01/01/2005 to 12/31/2005                           $15.30           $17.54          12,141,521
    01/01/2006 to 12/31/2006                           $17.54           $20.87           9,628,446
    01/01/2007 to 12/31/2007                           $20.87           $24.43           8,347,423
    01/01/2008 to 12/31/2008                           $24.43           $11.96           6,129,240
-------------------------------------------------------------------------------------------------------
AST International Value Portfolio
    01/01/2002 to 12/31/2002                               --            $8.19             269,995
    01/01/2003 to 12/31/2003                            $8.19           $10.79           1,201,268
    01/01/2004 to 12/31/2004                           $10.79           $12.84           1,897,469
    01/01/2005 to 12/31/2005                           $12.84           $14.36           2,013,543
    01/01/2006 to 12/31/2006                           $14.36           $18.00           3,305,654
    01/01/2007 to 12/31/2007                           $18.00           $20.85           4,044,519
    01/01/2008 to 12/31/2008                           $20.85           $11.48           2,393,870
-------------------------------------------------------------------------------------------------------
AST MFS Global Equity Portfolio
    01/01/2002 to 12/31/2002                               --            $9.04             969,509
    01/01/2003 to 12/31/2003                            $9.04           $11.30           1,393,001
    01/01/2004 to 12/31/2004                           $11.30           $13.16           2,276,801
    01/01/2005 to 12/31/2005                           $13.16           $13.92           1,907,777
    01/01/2006 to 12/31/2006                           $13.92           $17.02           2,905,252
    01/01/2007 to 12/31/2007                           $17.02           $18.31           2,119,181
    01/01/2008 to 12/31/2008                           $18.31           $11.88           1,412,847
-------------------------------------------------------------------------------------------------------
AST Small-Cap Growth Portfolio
    01/01/2002 to 12/31/2002                               --            $6.92           1,970,250
    01/01/2003 to 12/31/2003                            $6.92            $9.89           3,292,593
    01/01/2004 to 12/31/2004                            $9.89            $9.05           2,242,129
    01/01/2005 to 12/31/2005                            $9.05            $9.04           2,134,731
    01/01/2006 to 12/31/2006                            $9.04           $10.01           1,867,490
    01/01/2007 to 12/31/2007                           $10.01           $10.55           1,740,242
    01/01/2008 to 12/31/2008                           $10.55            $6.74           1,375,635
-------------------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth Portfolio
    01/01/2002 to 12/31/2002                               --            $7.67             639,695
    01/01/2003 to 12/31/2003                            $7.67           $11.13           1,682,193
    01/01/2004 to 12/31/2004                           $11.13           $11.98           1,618,719
    01/01/2005 to 12/31/2005                           $11.98           $11.83           1,385,431
    01/01/2006 to 12/31/2006                           $11.83           $12.53           1,174,654
    01/01/2007 to 12/31/2007                           $12.53           $14.63           1,215,825
    01/01/2008 to 12/31/2008                           $14.63            $8.27             768,282
-------------------------------------------------------------------------------------------------------
AST Federated Aggressive Growth Portfolio
    01/01/2002 to 12/31/2002                               --            $7.64           1,255,415
    01/01/2003 to 12/31/2003                            $7.64           $12.74           3,085,373
    01/01/2004 to 12/31/2004                           $12.74           $15.42           4,808,453
    01/01/2005 to 12/31/2005                           $15.42           $16.60           5,464,855
    01/01/2006 to 12/31/2006                           $16.60           $18.43           4,641,175
    01/01/2007 to 12/31/2007                           $18.43           $20.16           4,026,646
    01/01/2008 to 12/31/2008                           $20.16           $11.08           2,977,983



                                     A-85






                                                                                                Number of
                                                            Accumulation     Accumulation      Accumulation
                                                            Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                             Beginning of Period End of Period    End of Period
                                                                                  
---------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Small-Cap Value Portfolio
    01/01/2002 to 12/31/2002                                       --            $9.26           1,492,775
    01/01/2003 to 12/31/2003                                    $9.26           $12.85           1,504,296
    01/01/2004 to 12/31/2004                                   $12.85           $15.19           1,541,896
    01/01/2005 to 12/31/2005                                   $15.19           $15.68           1,243,642
    01/01/2006 to 12/31/2006                                   $15.68           $18.08           1,000,596
    01/01/2007 to 12/31/2007                                   $18.08           $16.87             758,170
    01/01/2008 to 12/31/2008                                   $16.87           $12.17             667,006
---------------------------------------------------------------------------------------------------------------
AST Small-Cap Value Portfolio
    01/01/2002 to 12/31/2002                                       --            $9.30           6,141,523
    01/01/2003 to 12/31/2003                                    $9.30           $12.42          10,183,346
    01/01/2004 to 12/31/2004                                   $12.42           $14.22          10,785,030
    01/01/2005 to 12/31/2005                                   $14.22           $14.91          11,285,282
    01/01/2006 to 12/31/2006                                   $14.91           $17.61           9,098,178
    01/01/2007 to 12/31/2007                                   $17.61           $16.34           8,130,632
    01/01/2008 to 12/31/2008                                   $16.34           $11.30           6,242,966
---------------------------------------------------------------------------------------------------------------
AST DeAm Small-Cap Value Portfolio
    01/01/2002 to 12/31/2002                                       --            $7.66             423,387
    01/01/2003 to 12/31/2003                                    $7.66           $10.81           1,134,865
    01/01/2004 to 12/31/2004                                   $10.81           $12.99           2,143,020
    01/01/2005 to 12/31/2005                                   $12.99           $12.92           2,106,236
    01/01/2006 to 12/31/2006                                   $12.92           $15.25           1,874,276
    01/01/2007 to 12/31/2007                                   $15.25           $12.33           1,578,237
    01/01/2008 to 07/18/2008                                   $12.33           $11.30                   0
---------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth Portfolio
    01/01/2002 to 12/31/2002                                       --            $7.97           1,273,118
    01/01/2003 to 12/31/2003                                    $7.97           $10.31           3,027,057
    01/01/2004 to 12/31/2004                                   $10.31           $11.80           4,375,813
    01/01/2005 to 12/31/2005                                   $11.80           $12.16           5,391,424
    01/01/2006 to 12/31/2006                                   $12.16           $12.71           4,189,111
    01/01/2007 to 12/31/2007                                   $12.71           $14.92           3,918,725
    01/01/2008 to 12/31/2008                                   $14.92            $8.69           2,808,881
---------------------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth Portfolio
    01/01/2002 to 12/31/2002                                       --            $7.41           2,175,250
    01/01/2003 to 12/31/2003                                    $7.41            $9.51           3,415,318
    01/01/2004 to 12/31/2004                                    $9.51           $10.86           4,715,301
    01/01/2005 to 12/31/2005                                   $10.86           $12.12           5,728,444
    01/01/2006 to 12/31/2006                                   $12.12           $13.59           5,378,198
    01/01/2007 to 12/31/2007                                   $13.59           $16.34           6,560,811
    01/01/2008 to 12/31/2008                                   $16.34            $9.13           3,042,143
---------------------------------------------------------------------------------------------------------------
AST Neuberger Berman/LSV Mid-Cap Value Portfolio
 formerly, AST Neuberger Berman Mid-Cap Value Portfolio
    01/01/2002 to 12/31/2002                                       --            $8.96           5,118,558
    01/01/2003 to 12/31/2003                                    $8.96           $12.01           8,530,129
    01/01/2004 to 12/31/2004                                   $12.01           $14.51          11,461,684
    01/01/2005 to 12/31/2005                                   $14.51           $15.99          12,260,006
    01/01/2006 to 12/31/2006                                   $15.99           $17.42           9,574,218
    01/01/2007 to 12/31/2007                                   $17.42           $17.67           8,191,847
    01/01/2008 to 12/31/2008                                   $17.67           $10.03           5,184,438



                                     A-86






                                                                                        Number of
                                                    Accumulation     Accumulation      Accumulation
                                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                     Beginning of Period End of Period    End of Period
                                                                          
-------------------------------------------------------------------------------------------------------
AST Alger All-Cap Growth Portfolio
    01/01/2002 to 12/31/2002                               --            $6.80             658,419
    01/01/2003 to 12/31/2003                            $6.80            $9.07           2,002,166
    01/01/2004 to 12/31/2004                            $9.07            $9.67           1,798,457
    01/01/2005 to 12/02/2005                            $9.67           $11.10                   0
-------------------------------------------------------------------------------------------------------
AST Mid-Cap Value Portfolio
    01/01/2002 to 12/31/2002                               --            $8.17           1,200,225
    01/01/2003 to 12/31/2003                            $8.17           $10.91           2,513,413
    01/01/2004 to 12/31/2004                           $10.91           $12.38           2,587,064
    01/01/2005 to 12/31/2005                           $12.38           $12.83           1,988,251
    01/01/2006 to 12/31/2006                           $12.83           $14.42           1,907,063
    01/01/2007 to 12/31/2007                           $14.42           $14.57           1,540,522
    01/01/2008 to 12/31/2008                           $14.57            $8.87           1,381,269
-------------------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources Portfolio
    01/01/2002 to 12/31/2002                               --            $9.59             724,670
    01/01/2003 to 12/31/2003                            $9.59           $12.59           2,011,627
    01/01/2004 to 12/31/2004                           $12.59           $16.25           2,040,188
    01/01/2005 to 12/31/2005                           $16.25           $21.00           3,677,613
    01/01/2006 to 12/31/2006                           $21.00           $23.93           2,942,718
    01/01/2007 to 12/31/2007                           $23.93           $33.07           3,950,105
    01/01/2008 to 12/31/2008                           $33.07           $16.27           2,088,027
-------------------------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap Growth Portfolio
    01/01/2002 to 12/31/2002                               --            $7.46           1,869,353
    01/01/2003 to 12/31/2003                            $7.46            $9.08           2,098,873
    01/01/2004 to 12/31/2004                            $9.08            $9.44           2,378,881
    01/01/2005 to 12/31/2005                            $9.44           $10.81           3,925,742
    01/01/2006 to 12/31/2006                           $10.81           $11.23           4,132,529
    01/01/2007 to 12/31/2007                           $11.23           $11.96           5,137,246
    01/01/2008 to 12/31/2008                           $11.96            $6.99           4,437,756
-------------------------------------------------------------------------------------------------------
AST MFS Growth Portfolio
    01/01/2002 to 12/31/2002                               --            $7.58           2,930,432
    01/01/2003 to 12/31/2003                            $7.58            $9.16           4,784,269
    01/01/2004 to 12/31/2004                            $9.16            $9.97           4,529,834
    01/01/2005 to 12/31/2005                            $9.97           $10.43           5,915,443
    01/01/2006 to 12/31/2006                           $10.43           $11.25           4,572,301
    01/01/2007 to 12/31/2007                           $11.25           $12.73           3,902,210
    01/01/2008 to 12/31/2008                           $12.73            $7.98           3,159,245
-------------------------------------------------------------------------------------------------------
AST Marsico Capital Growth Portfolio
    01/01/2002 to 12/31/2002                               --            $8.32          10,144,317
    01/01/2003 to 12/31/2003                            $8.32           $10.78          20,138,164
    01/01/2004 to 12/31/2004                           $10.78           $12.26          28,117,310
    01/01/2005 to 12/31/2005                           $12.26           $12.88          32,140,125
    01/01/2006 to 12/31/2006                           $12.88           $13.59          26,497,526
    01/01/2007 to 12/31/2007                           $13.59           $15.36          23,963,028
    01/01/2008 to 12/31/2008                           $15.36            $8.51          16,673,165
-------------------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth Portfolio
    01/01/2002 to 12/31/2002                               --            $7.67           1,349,939
    01/01/2003 to 12/31/2003                            $7.67            $9.45           2,053,023
    01/01/2004 to 12/31/2004                            $9.45            $9.64           2,785,100
    01/01/2005 to 12/31/2005                            $9.64            $9.80           2,531,901
    01/01/2006 to 12/31/2006                            $9.80           $10.60           2,498,654
    01/01/2007 to 12/31/2007                           $10.60           $11.88           2,806,534
    01/01/2008 to 12/31/2008                           $11.88            $6.98           1,877,493



                                     A-87






                                                                                                     Number of
                                                                 Accumulation     Accumulation      Accumulation
                                                                 Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                                  Beginning of Period End of Period    End of Period
                                                                                       
--------------------------------------------------------------------------------------------------------------------
AST DeAm Large-Cap Value Portfolio
    01/01/2002 to 12/31/2002                                            --            $8.66             664,649
    01/01/2003 to 12/31/2003                                         $8.66           $10.78           1,072,256
    01/01/2004 to 12/31/2004                                        $10.78           $12.53           2,351,197
    01/01/2005 to 12/31/2005                                        $12.53           $13.47           2,585,881
    01/01/2006 to 12/31/2006                                        $13.47           $16.13           4,397,725
    01/01/2007 to 12/31/2007                                        $16.13           $16.05           3,751,417
    01/01/2008 to 12/31/2008                                        $16.05            $9.90           2,589,179
--------------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value Portfolio
    01/01/2002 to 12/31/2002                                            --            $7.99             965,912
    01/01/2003 to 12/31/2003                                         $7.99            $9.91           1,387,072
    01/01/2004 to 12/31/2004                                         $9.91           $10.72           1,620,391
    01/01/2005 to 12/02/2005                                        $10.72           $11.86                   0
--------------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Core Value Portfolio
    01/01/2002 to 12/31/2002                                            --            $8.76           6,005,922
    01/01/2003 to 12/31/2003                                         $8.76           $11.06           3,621,862
    01/01/2004 to 12/31/2004                                        $11.06           $12.39           4,643,022
    01/01/2005 to 12/31/2005                                        $12.39           $12.86           4,311,857
    01/01/2006 to 12/31/2006                                        $12.86           $15.34           5,318,094
    01/01/2007 to 12/31/2007                                        $15.34           $14.55           4,469,636
    01/01/2008 to 12/31/2008                                        $14.55            $8.32           2,874,755
--------------------------------------------------------------------------------------------------------------------
AST Cohen & Steers Realty Portfolio
    01/01/2002 to 12/31/2002                                            --           $10.08           1,563,489
    01/01/2003 to 12/31/2003                                        $10.08           $13.63           3,097,315
    01/01/2004 to 12/31/2004                                        $13.63           $18.49           4,080,179
    01/01/2005 to 12/31/2005                                        $18.49           $20.88           3,749,124
    01/01/2006 to 12/31/2006                                        $20.88           $28.08           3,925,105
    01/01/2007 to 12/31/2007                                        $28.08           $22.11           2,254,421
    01/01/2008 to 12/31/2008                                        $22.11           $14.12           1,741,032
--------------------------------------------------------------------------------------------------------------------
AST QMA US Equity Alpha
 formerly, AST AllianceBernstein Managed Index 500 Portfolio
    01/01/2002 to 12/31/2002                                            --            $8.17           3,662,406
    01/01/2003 to 12/31/2003                                         $8.17           $10.23           5,442,511
    01/01/2004 to 12/31/2004                                        $10.23           $11.07           6,845,369
    01/01/2005 to 12/31/2005                                        $11.07           $11.27           6,774,077
    01/01/2006 to 12/31/2006                                        $11.27           $12.48           6,255,253
    01/01/2007 to 12/31/2007                                        $12.48           $12.53           5,371,782
    01/01/2008 to 12/31/2008                                        $12.53            $7.55           2,747,511
--------------------------------------------------------------------------------------------------------------------
AST American Century Income & Growth Portfolio
    01/01/2002 to 12/31/2002                                            --            $8.25           1,751,136
    01/01/2003 to 12/31/2003                                         $8.25           $10.45           2,115,438
    01/01/2004 to 12/31/2004                                        $10.45           $11.57           4,670,846
    01/01/2005 to 12/31/2005                                        $11.57           $11.90           4,205,656
    01/01/2006 to 12/31/2006                                        $11.90           $13.68           3,984,557
    01/01/2007 to 12/31/2007                                        $13.68           $13.44           3,435,528
    01/01/2008 to 12/31/2008                                        $13.44            $8.62           2,803,150
--------------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth & Income Portfolio
    01/01/2002 to 12/31/2002                                            --            $8.06           6,667,373
    01/01/2003 to 12/31/2003                                         $8.06           $10.50          21,264,670
    01/01/2004 to 12/31/2004                                        $10.50           $11.46          25,850,506
    01/01/2005 to 12/31/2005                                        $11.46           $11.81          31,190,346
    01/01/2006 to 12/31/2006                                        $11.81           $13.62          23,350,650
    01/01/2007 to 12/31/2007                                        $13.62           $14.08          19,997,748
    01/01/2008 to 12/31/2008                                        $14.08            $8.22          14,384,005



                                     A-88






                                                                                                       Number of
                                                                   Accumulation     Accumulation      Accumulation
                                                                   Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                                    Beginning of Period End of Period    End of Period
                                                                                         
----------------------------------------------------------------------------------------------------------------------
AST Large-Cap Value Portfolio
    01/01/2002 to 12/31/2002                                              --            $8.34           2,110,071
    01/01/2003 to 12/31/2003                                           $8.34            $9.83           2,647,064
    01/01/2004 to 12/31/2004                                           $9.83           $11.17           3,717,848
    01/01/2005 to 12/31/2005                                          $11.17           $11.69           5,245,458
    01/01/2006 to 12/31/2006                                          $11.69           $13.62           5,568,043
    01/01/2007 to 12/31/2007                                          $13.62           $13.00           4,973,375
    01/01/2008 to 12/31/2008                                          $13.00            $7.48           4,027,564
----------------------------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha Portfolio
    01/01/2002 to 12/31/2002                                              --            $8.71             847,517
    01/01/2003 to 12/31/2003                                           $8.71           $10.24             898,161
    01/01/2004 to 12/31/2004                                          $10.24           $11.19           1,061,887
    01/01/2005 to 12/31/2005                                          $11.19           $11.77           1,055,034
    01/01/2006 to 12/31/2006                                          $11.77           $12.86           1,120,866
    01/01/2007 to 12/31/2007                                          $12.86           $12.90           2,745,236
    01/01/2008 to 12/31/2008                                          $12.90           $10.45          15,430,642
----------------------------------------------------------------------------------------------------------------------
AST Schroders Multi-Asset World Strategies Portfolio
 formerly, AST American Century Strategic Allocation Portfolio
    01/01/2002 to 12/31/2002                                              --            $9.14           1,126,058
    01/01/2003 to 12/31/2003                                           $9.14           $10.69           2,045,205
    01/01/2004 to 12/31/2004                                          $10.69           $11.46           2,335,598
    01/01/2005 to 12/31/2005                                          $11.46           $11.79           2,294,529
    01/01/2006 to 12/31/2006                                          $11.79           $12.72           2,165,859
    01/01/2007 to 12/31/2007                                          $12.72           $13.62           2,277,264
    01/01/2008 to 12/31/2008                                          $13.62            $9.35           3,074,479
----------------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation Portfolio
    01/01/2002 to 12/31/2002                                              --            $9.09             921,329
    01/01/2003 to 12/31/2003                                           $9.09           $11.09           2,243,566
    01/01/2004 to 12/31/2004                                          $11.09           $12.13           3,551,315
    01/01/2005 to 12/31/2005                                          $12.13           $12.49           4,192,627
    01/01/2006 to 12/31/2006                                          $12.49           $13.82           4,776,442
    01/01/2007 to 12/31/2007                                          $13.82           $14.45           6,387,795
    01/01/2008 to 12/31/2008                                          $14.45           $10.52          10,697,390
----------------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond Portfolio
    01/01/2002 to 12/31/2002                                              --           $11.34           1,739,313
    01/01/2003 to 12/31/2003                                          $11.34           $12.59           2,962,471
    01/01/2004 to 12/31/2004                                          $12.59           $13.45           4,717,822
    01/01/2005 to 12/31/2005                                          $13.45           $12.64           6,261,824
    01/01/2006 to 12/31/2006                                          $12.64           $13.21           6,093,700
    01/01/2007 to 12/31/2007                                          $13.21           $14.24           6,452,566
    01/01/2008 to 12/31/2008                                          $14.24           $13.67           4,228,137
----------------------------------------------------------------------------------------------------------------------
AST High Yield Portfolio
    01/01/2002 to 12/31/2002                                              --            $9.71           5,592,940
    01/01/2003 to 12/31/2003                                           $9.71           $11.61          12,201,163
    01/01/2004 to 12/31/2004                                          $11.61           $12.69          13,717,128
    01/01/2005 to 12/31/2005                                          $12.69           $12.62           9,658,908
    01/01/2006 to 12/31/2006                                          $12.62           $13.70           9,653,937
    01/01/2007 to 12/31/2007                                          $13.70           $13.80           6,461,538
    01/01/2008 to 12/31/2008                                          $13.80           $10.11           5,931,752



                                     A-89






                                                                                  Number of
                                              Accumulation     Accumulation      Accumulation
                                              Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                               Beginning of Period End of Period    End of Period
                                                                    
-------------------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture Portfolio
    01/01/2002 to 12/31/2002                         --            $9.94           4,146,530
    01/01/2003 to 12/31/2003                      $9.94           $11.61           7,751,236
    01/01/2004 to 12/31/2004                     $11.61           $12.26           8,369,008
    01/01/2005 to 12/31/2005                     $12.26           $12.20          12,427,806
    01/01/2006 to 12/31/2006                     $12.20           $13.17          10,147,675
    01/01/2007 to 12/31/2007                     $13.17           $13.74           8,365,789
    01/01/2008 to 12/31/2008                     $13.74           $10.37           8,586,978
-------------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond Portfolio
    01/01/2002 to 12/31/2002                         --           $10.57          20,544,075
    01/01/2003 to 12/31/2003                     $10.57           $10.95          26,287,388
    01/01/2004 to 12/31/2004                     $10.95           $11.31          33,208,757
    01/01/2005 to 12/31/2005                     $11.31           $11.40          22,436,395
    01/01/2006 to 12/31/2006                     $11.40           $11.63          21,700,661
    01/01/2007 to 12/31/2007                     $11.63           $12.39          21,645,194
    01/01/2008 to 12/31/2008                     $12.39           $11.91          20,478,277
-------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond Portfolio
    01/01/2002 to 12/31/2002                         --           $10.34          11,274,642
    01/01/2003 to 12/31/2003                     $10.34           $10.51          15,242,856
    01/01/2004 to 12/31/2004                     $10.51           $10.55          21,299,789
    01/01/2005 to 12/31/2005                     $10.55           $10.54          28,031,651
    01/01/2006 to 12/31/2006                     $10.54           $10.76          22,394,558
    01/01/2007 to 12/31/2007                     $10.76           $11.31          20,392,150
    01/01/2008 to 12/31/2008                     $11.31           $11.24          15,403,578
-------------------------------------------------------------------------------------------------
AST Money Market Portfolio
    01/01/2002 to 12/31/2002                         --            $9.96          36,255,772
    01/01/2003 to 12/31/2003                      $9.96            $9.86          32,730,501
    01/01/2004 to 12/31/2004                      $9.86            $9.78          29,870,585
    01/01/2005 to 12/31/2005                      $9.78            $9.88          42,442,274
    01/01/2006 to 12/31/2006                      $9.88           $10.16          46,325,237
    01/01/2007 to 12/31/2007                     $10.16           $10.48          56,111,128
    01/01/2008 to 12/31/2008                     $10.48           $10.57          91,319,625
-------------------------------------------------------------------------------------------------
Gartmore NVIT Developing Markets
    01/01/2002 to 12/31/2002                         --            $8.66             283,466
    01/01/2003 to 12/31/2003                      $8.66           $13.60           1,763,660
    01/01/2004 to 12/31/2004                     $13.60           $16.02           2,103,950
    01/01/2005 to 12/31/2005                     $16.02           $20.72           3,395,891
    01/01/2006 to 12/31/2006                     $20.72           $27.43           2,835,328
    01/01/2007 to 12/31/2007                     $27.43           $38.71           3,344,620
    01/01/2008 to 12/31/2008                     $38.71           $16.04           1,630,334
-------------------------------------------------------------------------------------------------
Wells Fargo Advantage VT Equity Income
    01/01/2002 to 12/31/2002                         --            $8.25             196,720
    01/01/2003 to 12/31/2003                      $8.25           $10.23             314,757
    01/01/2004 to 12/31/2004                     $10.23           $11.18             590,808
    01/01/2005 to 12/31/2005                     $11.18           $11.59             534,648
    01/01/2006 to 12/31/2006                     $11.59           $13.51             582,613
    01/01/2007 to 12/31/2007                     $13.51           $13.66             497,287
    01/01/2008 to 12/31/2008                     $13.66            $8.53             312,113



                                     A-90






                                                                               Number of
                                           Accumulation     Accumulation      Accumulation
                                           Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                            Beginning of Period End of Period    End of Period
                                                                 
----------------------------------------------------------------------------------------------
AIM V.I. Dynamics Fund
    01/01/2002 to 12/31/2002                      --            $7.09            543,762
    01/01/2003 to 12/31/2003                   $7.09            $9.61            889,464
    01/01/2004 to 12/31/2004                   $9.61           $10.72            668,032
    01/01/2005 to 12/31/2005                  $10.72           $11.67            602,063
    01/01/2006 to 12/31/2006                  $11.67           $13.33            605,730
    01/01/2007 to 12/31/2007                  $13.33           $14.70            631,476
    01/01/2008 to 12/31/2008                  $14.70            $7.51            384,426
----------------------------------------------------------------------------------------------
AIM V.I. Technology Fund
    01/01/2002 to 12/31/2002                      --            $5.50            293,307
    01/01/2003 to 12/31/2003                   $5.50            $7.87            578,651
    01/01/2004 to 12/31/2004                   $7.87            $8.09            512,424
    01/01/2005 to 12/31/2005                   $8.09            $8.13            453,392
    01/01/2006 to 12/31/2006                   $8.13            $8.84            513,442
    01/01/2007 to 12/31/2007                   $8.84            $9.36            630,739
    01/01/2008 to 12/31/2008                   $9.36            $5.11            453,772
----------------------------------------------------------------------------------------------
AIM V.I. Global Health Care
    01/01/2002 to 12/31/2002                      --            $8.00            475,873
    01/01/2003 to 12/31/2003                   $8.00           $10.05            698,364
    01/01/2004 to 12/31/2004                  $10.05           $10.64            937,586
    01/01/2005 to 12/31/2005                  $10.64           $11.31          1,131,376
    01/01/2006 to 12/31/2006                  $11.31           $11.71          1,250,782
    01/01/2007 to 12/31/2007                  $11.71           $12.88          1,163,277
    01/01/2008 to 12/31/2008                  $12.88            $9.04            849,932
----------------------------------------------------------------------------------------------
AIM V.I. Financial Services Fund
    01/01/2002 to 12/31/2002                      --            $8.76            366,258
    01/01/2003 to 12/31/2003                   $8.76           $11.17            607,265
    01/01/2004 to 12/31/2004                  $11.17           $11.94            585,185
    01/01/2005 to 12/31/2005                  $11.94           $12.43          1,042,992
    01/01/2006 to 12/31/2006                  $12.43           $14.24            778,674
    01/01/2007 to 12/31/2007                  $14.24           $10.89            465,175
    01/01/2008 to 12/31/2008                  $10.89            $4.34            540,897
----------------------------------------------------------------------------------------------
Evergreen VA International Equity Fund
    01/01/2002 to 12/31/2002                      --            $8.15            113,389
    01/01/2003 to 12/31/2003                   $8.15           $11.65            189,143
    01/01/2004 to 12/31/2004                  $11.65           $13.66            414,631
    01/01/2005 to 12/31/2005                  $13.66           $15.59            689,816
    01/01/2006 to 12/31/2006                  $15.59           $18.88          1,081,552
    01/01/2007 to 12/31/2007                  $18.88           $21.35          1,401,663
    01/01/2008 to 12/31/2008                  $21.35           $12.29            984,931
----------------------------------------------------------------------------------------------
Evergreen VA Special Equity Fund
    01/01/2002 to 12/31/2002                      --            $7.44            127,728
    01/01/2003 to 12/31/2003                   $7.44           $11.12            815,621
    01/01/2004 to 12/31/2004                  $11.12           $11.58            702,642
    01/01/2005 to 04/15/2005                  $11.58           $10.31                  0
----------------------------------------------------------------------------------------------
Evergreen VA Omega Fund
    01/01/2002 to 12/31/2002                      --            $7.78             39,943
    01/01/2003 to 12/31/2003                   $7.78           $10.71            404,789
    01/01/2004 to 12/31/2004                  $10.71           $11.29            570,123
    01/01/2005 to 12/31/2005                  $11.29           $11.53            281,775
    01/01/2006 to 12/31/2006                  $11.53           $12.03            241,307
    01/01/2007 to 12/31/2007                  $12.03           $13.24            249,298
    01/01/2008 to 12/31/2008                  $13.24            $9.48            271,517



                                     A-91






                                                                         Number of
                                     Accumulation     Accumulation      Accumulation
                                     Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                      Beginning of Period End of Period    End of Period
                                                           
----------------------------------------------------------------------------------------
Evergreen VA Growth Fund
    04/15/2005* to 12/31/2005            $9.82           $11.44            606,613
    01/01/2006 to 12/31/2006            $11.44           $12.49            553,827
    01/01/2007 to 12/31/2007            $12.49           $13.64            604,401
    01/01/2008 to 12/31/2008            $13.64            $7.90            346,210
----------------------------------------------------------------------------------------
ProFund VP Europe 30
    01/01/2002 to 12/31/2002                --            $7.93            292,396
    01/01/2003 to 12/31/2003             $7.93           $10.83          2,116,400
    01/01/2004 to 12/31/2004            $10.83           $12.17          1,812,435
    01/01/2005 to 12/31/2005            $12.17           $12.94          1,133,420
    01/01/2006 to 12/31/2006            $12.94           $14.95          2,790,577
    01/01/2007 to 12/31/2007            $14.95           $16.85          1,487,885
    01/01/2008 to 12/31/2008            $16.85            $9.28            649,001
----------------------------------------------------------------------------------------
ProFund VP Asia 30
    01/01/2002 to 12/31/2002                --            $7.75            281,993
    01/01/2003 to 12/31/2003             $7.75           $12.57            942,605
    01/01/2004 to 12/31/2004            $12.57           $12.30            896,010
    01/01/2005 to 12/31/2005            $12.30           $14.45          1,723,105
    01/01/2006 to 12/31/2006            $14.45           $19.80          3,073,769
    01/01/2007 to 12/31/2007            $19.80           $28.77          2,473,589
    01/01/2008 to 12/31/2008            $28.77           $13.91          1,337,672
----------------------------------------------------------------------------------------
ProFund VP Japan
    01/01/2002 to 12/31/2002                --            $7.24             65,845
    01/01/2003 to 12/31/2003             $7.24            $9.03            426,718
    01/01/2004 to 12/31/2004             $9.03            $9.55            710,879
    01/01/2005 to 12/31/2005             $9.55           $13.31          3,413,954
    01/01/2006 to 12/31/2006            $13.31           $14.51          1,650,266
    01/01/2007 to 12/31/2007            $14.51           $12.85            552,230
    01/01/2008 to 12/31/2008            $12.85            $7.47            553,832
----------------------------------------------------------------------------------------
ProFund VP Banks
    01/01/2002 to 12/31/2002                --            $8.56            101,136
    01/01/2003 to 12/31/2003             $8.56           $10.90             93,067
    01/01/2004 to 12/31/2004            $10.90           $11.98            229,711
    01/01/2005 to 12/31/2005            $11.98           $11.77            351,876
    01/01/2006 to 12/31/2006            $11.77           $13.35            402,883
    01/01/2007 to 12/31/2007            $13.35            $9.55            389,926
    01/01/2008 to 12/31/2008             $9.55            $4.99          2,409,143
----------------------------------------------------------------------------------------
ProFund VP Basic Materials
    01/01/2002 to 12/31/2002                --            $8.46             76,331
    01/01/2003 to 12/31/2003             $8.46           $10.95          1,512,864
    01/01/2004 to 12/31/2004            $10.95           $11.87            529,237
    01/01/2005 to 12/31/2005            $11.87           $11.96            681,690
    01/01/2006 to 12/31/2006            $11.96           $13.58            779,466
    01/01/2007 to 12/31/2007            $13.58           $17.45          2,684,333
    01/01/2008 to 12/31/2008            $17.45            $8.34          1,183,553
----------------------------------------------------------------------------------------
ProFund VP Biotechnology
    01/01/2002 to 12/31/2002                --            $7.09            130,082
    01/01/2003 to 12/31/2003             $7.09            $9.75            208,971
    01/01/2004 to 12/31/2004             $9.75           $10.52            757,678
    01/01/2005 to 12/31/2005            $10.52           $12.34            697,687
    01/01/2006 to 12/31/2006            $12.34           $11.64            393,923
    01/01/2007 to 12/31/2007            $11.64           $11.31            609,746
    01/01/2008 to 12/31/2008            $11.31           $11.33          1,249,287



                                     A-92






                                                                            Number of
                                        Accumulation     Accumulation      Accumulation
                                        Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                         Beginning of Period End of Period    End of Period
                                                              
-------------------------------------------------------------------------------------------
ProFund VP Consumer Services
    01/01/2002 to 12/31/2002                   --            $7.25            128,022
    01/01/2003 to 12/31/2003                $7.25            $9.04            136,269
    01/01/2004 to 12/31/2004                $9.04            $9.56            430,620
    01/01/2005 to 12/31/2005                $9.56            $8.97             86,431
    01/01/2006 to 12/31/2006                $8.97            $9.88            192,639
    01/01/2007 to 12/31/2007                $9.88            $8.91             67,292
    01/01/2008 to 12/31/2008                $8.91            $6.01            448,604
-------------------------------------------------------------------------------------------
ProFund VP Consumer Goods Portfolio
    01/01/2002 to 12/31/2002                   --            $8.28            148,446
    01/01/2003 to 12/31/2003                $8.28            $9.64             58,425
    01/01/2004 to 12/31/2004                $9.64           $10.36            369,007
    01/01/2005 to 12/31/2005               $10.36           $10.15            161,038
    01/01/2006 to 12/31/2006               $10.15           $11.25            548,567
    01/01/2007 to 12/31/2007               $11.25           $11.90            715,235
    01/01/2008 to 12/31/2008               $11.90            $8.58            609,574
-------------------------------------------------------------------------------------------
ProFund VP Oil & Gas
    01/01/2002 to 12/31/2002                   --            $8.71            299,833
    01/01/2003 to 12/31/2003                $8.71           $10.48          1,225,844
    01/01/2004 to 12/31/2004               $10.48           $13.33          1,856,882
    01/01/2005 to 12/31/2005               $13.33           $17.22          2,573,777
    01/01/2006 to 12/31/2006               $17.22           $20.43          2,251,126
    01/01/2007 to 12/31/2007               $20.43           $26.61          2,322,451
    01/01/2008 to 12/31/2008               $26.61           $16.50          1,351,549
-------------------------------------------------------------------------------------------
ProFund VP Financials
    01/01/2002 to 12/31/2002                   --            $8.85            221,377
    01/01/2003 to 12/31/2003                $8.85           $11.23            398,159
    01/01/2004 to 12/31/2004               $11.23           $12.19            553,342
    01/01/2005 to 12/31/2005               $12.19           $12.46            616,872
    01/01/2006 to 12/31/2006               $12.46           $14.38            913,872
    01/01/2007 to 12/31/2007               $14.38           $11.44            498,292
    01/01/2008 to 12/31/2008               $11.44            $5.57          2,008,426
-------------------------------------------------------------------------------------------
ProFund VP Health Care
    01/01/2002 to 12/31/2002                   --            $7.94            388,508
    01/01/2003 to 12/31/2003                $7.94            $9.17            707,449
    01/01/2004 to 12/31/2004                $9.17            $9.23          1,318,525
    01/01/2005 to 12/31/2005                $9.23            $9.63          2,175,821
    01/01/2006 to 12/31/2006                $9.63            $9.96          2,106,409
    01/01/2007 to 12/31/2007                $9.96           $10.44          2,120,859
    01/01/2008 to 12/31/2008               $10.44            $7.78          1,638,682
-------------------------------------------------------------------------------------------
ProFund VP Industrials
    01/01/2002 to 12/31/2002                   --            $7.93             12,642
    01/01/2003 to 12/31/2003                $7.93           $10.01            318,339
    01/01/2004 to 12/31/2004               $10.01           $11.15            253,411
    01/01/2005 to 12/31/2005               $11.15           $11.23            211,678
    01/01/2006 to 12/31/2006               $11.23           $12.33            242,684
    01/01/2007 to 12/31/2007               $12.33           $13.55            708,921
    01/01/2008 to 12/31/2008               $13.55            $7.93            348,521



                                     A-93






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                     Beginning of Period End of Period    End of Period
                                                          
---------------------------------------------------------------------------------------
ProFund VP Internet
    01/01/2002 to 12/31/2002               --            $8.57            306,572
    01/01/2003 to 12/31/2003            $8.57           $15.00            206,876
    01/01/2004 to 12/31/2004           $15.00           $17.89            992,879
    01/01/2005 to 12/31/2005           $17.89           $18.90            467,320
    01/01/2006 to 12/31/2006           $18.90           $18.84            200,072
    01/01/2007 to 12/31/2007           $18.84           $20.42            435,015
    01/01/2008 to 12/31/2008           $20.42           $11.08            116,246
---------------------------------------------------------------------------------------
ProFund VP Pharmaceuticals
    01/01/2002 to 12/31/2002               --            $8.56            136,559
    01/01/2003 to 12/31/2003            $8.56            $8.89            266,978
    01/01/2004 to 12/31/2004            $8.89            $7.93            527,336
    01/01/2005 to 12/31/2005            $7.93            $7.51            515,769
    01/01/2006 to 12/31/2006            $7.51            $8.28            716,678
    01/01/2007 to 12/31/2007            $8.28            $8.33            492,538
    01/01/2008 to 12/31/2008            $8.33            $6.60            588,925
---------------------------------------------------------------------------------------
ProFund VP Precious Metals
    01/01/2002 to 12/31/2002               --            $9.70          1,175,651
    01/01/2003 to 12/31/2003            $9.70           $13.29          1,329,806
    01/01/2004 to 12/31/2004           $13.29           $11.77          1,479,384
    01/01/2005 to 12/31/2005           $11.77           $14.62          2,426,531
    01/01/2006 to 12/31/2006           $14.62           $15.44          2,487,596
    01/01/2007 to 12/31/2007           $15.44           $18.60          3,177,702
    01/01/2008 to 12/31/2008           $18.60           $12.66          2,709,868
---------------------------------------------------------------------------------------
ProFund VP Real Estate
    01/01/2002 to 12/31/2002               --            $9.86            441,318
    01/01/2003 to 12/31/2003            $9.86           $12.91            462,906
    01/01/2004 to 12/31/2004           $12.91           $16.15          1,816,706
    01/01/2005 to 12/31/2005           $16.15           $16.96            501,989
    01/01/2006 to 12/31/2006           $16.96           $22.10            926,728
    01/01/2007 to 12/31/2007           $22.10           $17.47            505,436
    01/01/2008 to 12/31/2008           $17.47           $10.09            587,638
---------------------------------------------------------------------------------------
ProFund VP Semiconductor
    01/01/2002 to 12/31/2002               --            $5.14             93,241
    01/01/2003 to 12/31/2003            $5.14            $9.51            423,958
    01/01/2004 to 12/31/2004            $9.51            $7.15            694,352
    01/01/2005 to 12/31/2005            $7.15            $7.64            746,084
    01/01/2006 to 12/31/2006            $7.64            $6.98            339,250
    01/01/2007 to 12/31/2007            $6.98            $7.35            272,048
    01/01/2008 to 12/31/2008            $7.35            $3.63            166,664
---------------------------------------------------------------------------------------
ProFund VP Technology
    01/01/2002 to 12/31/2002               --            $6.03            254,131
    01/01/2003 to 12/31/2003            $6.03            $8.66            497,972
    01/01/2004 to 12/31/2004            $8.66            $8.48            727,580
    01/01/2005 to 12/31/2005            $8.48            $8.45            577,737
    01/01/2006 to 12/31/2006            $8.45            $8.98            673,628
    01/01/2007 to 12/31/2007            $8.98           $10.10          1,668,456
    01/01/2008 to 12/31/2008           $10.10            $5.53            322,313



                                     A-94






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                     Beginning of Period End of Period    End of Period
                                                          
---------------------------------------------------------------------------------------
ProFund VP Telecommunications
    01/01/2002 to 12/31/2002               --            $7.15            272,408
    01/01/2003 to 12/31/2003            $7.15            $7.21            398,350
    01/01/2004 to 12/31/2004            $7.21            $8.19            460,848
    01/01/2005 to 12/31/2005            $8.19            $7.52            456,586
    01/01/2006 to 12/31/2006            $7.52            $9.93          1,277,316
    01/01/2007 to 12/31/2007            $9.93           $10.59          1,098,402
    01/01/2008 to 12/31/2008           $10.59            $6.83            840,295
---------------------------------------------------------------------------------------
ProFund VP Utilities
    01/01/2002 to 12/31/2002               --            $7.83            521,419
    01/01/2003 to 12/31/2003            $7.83            $9.34            618,427
    01/01/2004 to 12/31/2004            $9.34           $11.13          1,060,939
    01/01/2005 to 12/31/2005           $11.13           $12.37          1,996,877
    01/01/2006 to 12/31/2006           $12.37           $14.51          2,195,309
    01/01/2007 to 12/31/2007           $14.51           $16.52          3,808,582
    01/01/2008 to 12/31/2008           $16.52           $11.26          1,279,942
---------------------------------------------------------------------------------------
ProFund VP Bull
    01/01/2002 to 12/31/2002               --            $7.97            954,792
    01/01/2003 to 12/31/2003            $7.97            $9.84          3,563,562
    01/01/2004 to 12/31/2004            $9.84           $10.53          8,215,357
    01/01/2005 to 12/31/2005           $10.53           $10.64          7,846,866
    01/01/2006 to 12/31/2006           $10.64           $11.90          7,031,661
    01/01/2007 to 12/31/2007           $11.90           $12.12          4,013,033
    01/01/2008 to 12/31/2008           $12.12            $7.43          2,963,943
---------------------------------------------------------------------------------------
ProFund VP Bear
    01/01/2002 to 12/31/2002               --           $11.38          1,532,543
    01/01/2003 to 12/31/2003           $11.38            $8.44          1,886,515
    01/01/2004 to 12/31/2004            $8.44            $7.45          1,202,243
    01/01/2005 to 12/31/2005            $7.45            $7.23          2,169,659
    01/01/2006 to 12/31/2006            $7.23            $6.57          1,868,606
    01/01/2007 to 12/31/2007            $6.57            $6.50          1,722,065
    01/01/2008 to 12/31/2008            $6.50            $8.95          2,326,201
---------------------------------------------------------------------------------------
ProFund VP UltraBull
    01/01/2002 to 12/31/2002               --            $6.78            297,435
    01/01/2003 to 12/31/2003            $6.78           $10.20          1,431,345
    01/01/2004 to 12/31/2004           $10.20           $11.76          2,817,803
    01/01/2005 to 12/31/2005           $11.76           $11.87          1,158,024
    01/01/2006 to 12/31/2006           $11.87           $14.36          1,596,920
    01/01/2007 to 12/31/2007           $14.36           $14.24          1,964,725
    01/01/2008 to 12/31/2008           $14.24            $4.57          8,061,341
---------------------------------------------------------------------------------------
ProFund VP NASDAQ-100
    01/01/2002 to 12/31/2002               --            $6.45          1,346,852
    01/01/2003 to 12/31/2003            $6.45            $9.32          4,445,234
    01/01/2004 to 12/31/2004            $9.32            $9.94          4,885,351
    01/01/2005 to 12/31/2005            $9.94            $9.80          2,467,486
    01/01/2006 to 12/31/2006            $9.80           $10.16          1,764,614
    01/01/2007 to 12/31/2007           $10.16           $11.76          2,265,084
    01/01/2008 to 12/31/2008           $11.76            $6.65          1,171,313



                                     A-95






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                     Beginning of Period End of Period    End of Period
                                                          
---------------------------------------------------------------------------------------
ProFund VP Short NASDAQ-100
    01/01/2002 to 12/31/2002               --           $11.00            433,181
    01/01/2003 to 12/31/2003           $11.00            $6.78          1,535,439
    01/01/2004 to 12/31/2004            $6.78            $5.93            908,064
    01/01/2005 to 12/31/2005            $5.93            $5.88          2,494,108
    01/01/2006 to 12/31/2006            $5.88            $5.70          1,891,265
    01/01/2007 to 12/31/2007            $5.70            $4.96            860,024
    01/01/2008 to 12/31/2008            $4.96            $7.23            722,924
---------------------------------------------------------------------------------------
ProFund VP UltraNASDAQ-100
    01/01/2002 to 12/31/2002               --            $3.53          1,003,123
    01/01/2003 to 12/31/2003            $3.53            $7.03          3,410,589
    01/01/2004 to 12/31/2004            $7.03            $7.89          6,592,447
    01/01/2005 to 12/31/2005            $7.89            $7.47          4,740,165
    01/01/2006 to 12/31/2006            $7.47            $7.70          2,319,572
    01/01/2007 to 12/31/2007            $7.70            $9.73          4,024,405
    01/01/2008 to 12/31/2008            $9.73            $2.61          3,358,757
---------------------------------------------------------------------------------------
ProFund VP Mid-Cap Value
    01/01/2002 to 12/31/2002               --            $7.66            438,387
    01/01/2003 to 12/31/2003            $7.66           $10.23          1,455,513
    01/01/2004 to 12/31/2004           $10.23           $11.67          2,632,869
    01/01/2005 to 12/31/2005           $11.67           $12.49          2,164,543
    01/01/2006 to 12/31/2006           $12.49           $13.80          1,978,580
    01/01/2007 to 12/31/2007           $13.80           $13.70          1,436,105
    01/01/2008 to 12/31/2008           $13.70            $8.58            733,971
---------------------------------------------------------------------------------------
ProFund VP Mid-Cap Growth
    01/01/2002 to 12/31/2002               --            $7.70            439,054
    01/01/2003 to 12/31/2003            $7.70            $9.69          1,009,867
    01/01/2004 to 12/31/2004            $9.69           $10.58          2,220,901
    01/01/2005 to 12/31/2005           $10.58           $11.58          5,059,312
    01/01/2006 to 12/31/2006           $11.58           $11.84          1,594,539
    01/01/2007 to 12/31/2007           $11.84           $13.01          2,101,505
    01/01/2008 to 12/31/2008           $13.01            $7.83          1,117,437
---------------------------------------------------------------------------------------
ProFund VP UltraMid-Cap
    01/01/2002 to 12/31/2002               --            $5.71            477,953
    01/01/2003 to 12/31/2003            $5.71            $9.55          1,112,311
    01/01/2004 to 12/31/2004            $9.55           $11.99          3,106,849
    01/01/2005 to 12/31/2005           $11.99           $13.91          1,935,489
    01/01/2006 to 12/31/2006           $13.91           $15.14          1,588,771
    01/01/2007 to 12/31/2007           $15.14           $15.77          1,072,846
    01/01/2008 to 12/31/2008           $15.77            $5.04          2,684,256
---------------------------------------------------------------------------------------
ProFund VP Small-Cap Value
    01/01/2002 to 12/31/2002               --            $7.09            994,778
    01/01/2003 to 12/31/2003            $7.09            $9.39          5,144,632
    01/01/2004 to 12/31/2004            $9.39           $11.10          4,088,760
    01/01/2005 to 12/31/2005           $11.10           $11.35          1,398,441
    01/01/2006 to 12/31/2006           $11.35           $13.11          2,446,357
    01/01/2007 to 12/31/2007           $13.11           $11.96            714,107
    01/01/2008 to 12/31/2008           $11.96            $8.15            838,930



                                     A-96






                                                                                         Number of
                                                     Accumulation     Accumulation      Accumulation
                                                     Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                      Beginning of Period End of Period    End of Period
                                                                           
--------------------------------------------------------------------------------------------------------
ProFund VP Small-Cap Growth
    01/01/2002 to 12/31/2002                                --            $7.69            772,260
    01/01/2003 to 12/31/2003                             $7.69           $10.16          3,868,951
    01/01/2004 to 12/31/2004                            $10.16           $11.98          4,677,820
    01/01/2005 to 12/31/2005                            $11.98           $12.67          4,579,886
    01/01/2006 to 12/31/2006                            $12.67           $13.54          1,643,633
    01/01/2007 to 12/31/2007                            $13.54           $13.85            676,467
    01/01/2008 to 12/31/2008                            $13.85            $8.99            990,289
--------------------------------------------------------------------------------------------------------
ProFund VP UltraSmall-Cap
    01/01/2002 to 12/31/2002                                --            $6.14            212,085
    01/01/2003 to 12/31/2003                             $6.14           $12.04          1,702,558
    01/01/2004 to 12/31/2004                            $12.04           $15.52          5,098,565
    01/01/2005 to 12/31/2005                            $15.52           $15.23            816,754
    01/01/2006 to 12/31/2006                            $15.23           $18.87          1,580,595
    01/01/2007 to 12/31/2007                            $18.87           $16.11            527,856
    01/01/2008 to 12/31/2008                            $16.11            $5.36          2,519,397
--------------------------------------------------------------------------------------------------------
ProFund VP U.S. Government Plus
    01/01/2002 to 12/31/2002                                --           $11.56          2,486,854
    01/01/2003 to 12/31/2003                            $11.56           $11.08            731,470
    01/01/2004 to 12/31/2004                            $11.08           $11.79          1,051,158
    01/01/2005 to 12/31/2005                            $11.79           $12.64          2,312,868
    01/01/2006 to 12/31/2006                            $12.64           $11.86            821,668
    01/01/2007 to 12/31/2007                            $11.86           $12.85          2,443,725
    01/01/2008 to 12/31/2008                            $12.85           $18.92          2,696,273
--------------------------------------------------------------------------------------------------------
ProFund VP Rising Rates Opportunity
    01/01/2002 to 12/31/2002                                --            $8.02            165,792
    01/01/2003 to 12/31/2003                             $8.02            $7.56          1,817,924
    01/01/2004 to 12/31/2004                             $7.56            $6.63          5,314,528
    01/01/2005 to 12/31/2005                             $6.63            $6.00          3,415,324
    01/01/2006 to 12/31/2006                             $6.00            $6.50          4,567,551
    01/01/2007 to 12/31/2007                             $6.50            $6.06          1,806,294
    01/01/2008 to 12/31/2008                             $6.06            $3.70          2,315,493
--------------------------------------------------------------------------------------------------------
ACCESS VP High Yield Fund
    05/02/2005* to 12/31/2005                           $10.00           $10.56            899,139
    01/01/2006 to 12/31/2006                            $10.56           $11.38          1,207,864
    01/01/2007 to 12/31/2007                            $11.38           $11.78            898,024
    01/01/2008 to 12/31/2008                            $11.78           $11.04            901,901
--------------------------------------------------------------------------------------------------------
First Trust Target Focus Four Portfolio
    01/01/2002 to 12/31/2002                                --            $6.80             19,826
    01/01/2003 to 12/31/2003                             $6.80            $9.16             66,435
    01/01/2004 to 12/31/2004                             $9.16           $10.03             91,924
    01/01/2005 to 12/31/2005                            $10.03            $9.92             87,726
    01/01/2006 to 12/31/2006                             $9.92           $10.15            100,227
    01/01/2007 to 12/31/2007                            $10.15           $10.55            106,856
    01/01/2008 to 12/31/2008                            $10.55            $5.83            190,718
--------------------------------------------------------------------------------------------------------
Global Dividend Target 15
 formerly, First Trust Global Dividend Target 15
    01/01/2004 to 12/31/2004                                --           $11.85            311,233
    01/01/2005 to 12/31/2005                            $11.85           $12.84            590,605
    01/01/2006 to 12/31/2006                            $12.84           $17.48          1,507,757
    01/01/2007 to 12/31/2007                            $17.48           $19.49          2,078,809
    01/01/2008 to 12/31/2008                            $19.49           $10.97          1,122,006



                                     A-97






                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                 Beginning of Period End of Period    End of Period
                                                                      
---------------------------------------------------------------------------------------------------
Target Managed VIP Portfolio
 formerly, First Trust Managed VIP
    01/01/2004 to 12/31/2004                           --           $11.32          1,777,316
    01/01/2005 to 12/31/2005                       $11.32           $11.94          2,420,874
    01/01/2006 to 12/31/2006                       $11.94           $13.10          2,772,210
    01/01/2007 to 12/31/2007                       $13.10           $14.10          2,203,754
    01/01/2008 to 12/31/2008                       $14.10            $7.65          1,345,285
---------------------------------------------------------------------------------------------------
NASDAQ Target 15 Portfolio
 formerly, First Trust NASDAQ Target 15
    01/01/2004 to 12/31/2004                           --           $10.66             82,809
    01/01/2005 to 12/31/2005                       $10.66           $10.83            134,177
    01/01/2006 to 12/31/2006                       $10.83           $11.60            199,508
    01/01/2007 to 12/31/2007                       $11.60           $13.88            403,709
    01/01/2008 to 12/31/2008                       $13.88            $6.71            199,304
---------------------------------------------------------------------------------------------------
S&P Target 24 Portfolio
 formerly, First Trust S&P Target 24
    01/01/2004 to 12/31/2004                           --           $10.75            173,851
    01/01/2005 to 12/31/2005                       $10.75           $11.01            304,840
    01/01/2006 to 12/31/2006                       $11.01           $11.14            290,152
    01/01/2007 to 12/31/2007                       $11.14           $11.42            274,858
    01/01/2008 to 12/31/2008                       $11.42            $8.09            259,188
---------------------------------------------------------------------------------------------------
The DOW DART 10 Portfolio
 formerly, First Trust Dow Target 10
    01/01/2004 to 12/31/2004                           --           $10.48            155,695
    01/01/2005 to 12/31/2005                       $10.48            $9.98            194,864
    01/01/2006 to 12/31/2006                        $9.98           $12.32            481,064
    01/01/2007 to 12/31/2007                       $12.32           $12.20            235,030
    01/01/2008 to 12/31/2008                       $12.20            $8.58            249,670
---------------------------------------------------------------------------------------------------
The DOW Target Dividend Portfolio
 formerly, First Trust Dow Target Dividend
    05/02/2005* to 12/31/2005                      $10.00            $9.76          1,240,525
    01/01/2006 to 12/31/2006                        $9.76           $11.34          2,310,768
    01/01/2007 to 12/31/2007                       $11.34           $11.28          2,000,024
    01/01/2008 to 12/31/2008                       $11.28            $6.59          1,374,063
---------------------------------------------------------------------------------------------------
Value Line Target 25 Portfolio
 formerly, First Trust Value Line Target 25
    01/01/2004 to 12/31/2004                           --           $12.59            389,792
    01/01/2005 to 12/31/2005                       $12.59           $14.82          1,068,337
    01/01/2006 to 12/31/2006                       $14.82           $15.00          1,119,827
    01/01/2007 to 12/31/2007                       $15.00           $17.43          1,173,103
    01/01/2008 to 12/31/2008                       $17.43            $7.74          1,027,401
---------------------------------------------------------------------------------------------------
ProFund VP Large-Cap Growth
    01/01/2004 to 12/31/2004                           --           $10.37             72,725
    01/01/2005 to 12/31/2005                       $10.37           $10.30          2,620,748
    01/01/2006 to 12/31/2006                       $10.30           $11.05          2,181,106
    01/01/2007 to 12/31/2007                       $11.05           $11.62          2,009,820
    01/01/2008 to 12/31/2008                       $11.62            $7.37          1,340,839
---------------------------------------------------------------------------------------------------
ProFund VP Large-Cap Value
    01/01/2004 to 12/31/2004                           --           $10.37            159,605
    01/01/2005 to 12/31/2005                       $10.37           $10.51          2,141,309
    01/01/2006 to 12/31/2006                       $10.51           $12.26          4,023,312
    01/01/2007 to 12/31/2007                       $12.26           $12.08          1,984,257
    01/01/2008 to 12/31/2008                       $12.08            $7.07          1,514,949



                                     A-98






                                                                                               Number of
                                                           Accumulation     Accumulation      Accumulation
                                                           Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                            Beginning of Period End of Period    End of Period
                                                                                 
--------------------------------------------------------------------------------------------------------------
ProFund VP Short Mid-Cap
    01/01/2004 to 12/31/2004                                      --            $9.70              39,360
    01/01/2005 to 12/31/2005                                   $9.70            $8.64             364,782
    01/01/2006 to 12/31/2006                                   $8.64            $8.18             254,207
    01/01/2007 to 12/31/2007                                   $8.18            $7.82             131,223
    01/01/2008 to 12/31/2008                                   $7.82           $10.14             177,441
--------------------------------------------------------------------------------------------------------------
ProFund VP Short Small-Cap
    01/01/2004 to 12/31/2004                                      --            $9.54             136,809
    01/01/2005 to 12/31/2005                                   $9.54            $9.11             220,842
    01/01/2006 to 12/31/2006                                   $9.11            $7.90             560,897
    01/01/2007 to 12/31/2007                                   $7.90            $8.12           1,000,449
    01/01/2008 to 12/31/2008                                   $8.12            $9.92             233,809
--------------------------------------------------------------------------------------------------------------
Prudential SP International Growth Portfolio
    01/01/2004 to 12/31/2004                                      --           $10.53             269,671
    01/01/2005 to 12/31/2005                                  $10.53           $12.05             672,243
    01/01/2006 to 12/31/2006                                  $12.05           $14.35             742,865
    01/01/2007 to 12/31/2007                                  $14.35           $16.87             828,104
    01/01/2008 to 12/31/2008                                  $16.87            $8.25             357,600
--------------------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.00             649,828
    01/01/2006 to 12/31/2006                                  $10.00           $11.38           5,212,589
    01/01/2007 to 12/31/2007                                  $11.38           $12.26           8,022,912
    01/01/2008 to 12/31/2008                                  $12.26            $6.95           5,663,091
--------------------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.01           2,586,013
    01/01/2006 to 12/31/2006                                  $10.01           $11.19          23,048,850
    01/01/2007 to 12/31/2007                                  $11.19           $12.07          31,465,957
    01/01/2008 to 12/31/2008                                  $12.07            $7.73          32,624,883
--------------------------------------------------------------------------------------------------------------
AST Academic Strategies Asset Allocation Portfolio
 formerly, AST Balanced Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.02           2,726,484
    01/01/2006 to 12/31/2006                                  $10.02           $11.01          21,829,919
    01/01/2007 to 12/31/2007                                  $11.01           $11.83          30,616,578
    01/01/2008 to 12/31/2008                                  $11.83            $7.93          35,995,508
--------------------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
 formerly, AST Conservative Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.03             685,724
    01/01/2006 to 12/31/2006                                  $10.03           $10.90           7,315,279
    01/01/2007 to 12/31/2007                                  $10.90           $11.70          12,873,620
    01/01/2008 to 12/31/2008                                  $11.70            $8.20          24,018,186
--------------------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.04             115,215
    01/01/2006 to 12/31/2006                                  $10.04           $10.66           3,303,256
    01/01/2007 to 12/31/2007                                  $10.66           $11.40           7,359,596
    01/01/2008 to 12/31/2008                                  $11.40            $9.02          24,830,005
--------------------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    03/20/2006* to 12/31/2006                                 $10.00           $10.66           5,258,474
    01/01/2007 to 12/31/2007                                  $10.66           $11.48           8,525,849
    01/01/2008 to 12/31/2008                                  $11.48            $7.93          16,229,117
--------------------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    03/20/2006* to 12/31/2006                                 $10.00           $10.58           3,781,525
    01/01/2007 to 12/31/2007                                  $10.58           $11.30           7,801,920
    01/01/2008 to 12/31/2008                                  $11.30            $7.28          13,486,356



                                     A-99






                                                                                              Number of
                                                          Accumulation     Accumulation      Accumulation
                                                          Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                           Beginning of Period End of Period    End of Period
                                                                                
-------------------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Target Portfolio
    03/20/2006* to 12/31/2006                                $10.00           $10.48           3,795,562
    01/01/2007 to 12/31/2007                                 $10.48           $11.49           7,899,326
    01/01/2008 to 12/31/2008                                 $11.49            $6.70          13,640,692
-------------------------------------------------------------------------------------------------------------
AST CLS Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $11.51             120,901
    01/01/2008 to 12/31/2008                                 $11.51            $7.33           2,184,002
-------------------------------------------------------------------------------------------------------------
AST CLS Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $10.04              74,936
    01/01/2008 to 12/31/2008                                 $10.04            $7.15           5,507,286
-------------------------------------------------------------------------------------------------------------
AST Horizon Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $10.19             157,014
    01/01/2008 to 12/31/2008                                 $10.19            $6.94           1,952,838
-------------------------------------------------------------------------------------------------------------
AST Horizon Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $10.17              39,143
    01/01/2008 to 12/31/2008                                 $10.17            $7.58           3,825,075
-------------------------------------------------------------------------------------------------------------
AST Niemann Capital Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $10.00              50,892
    01/01/2008 to 12/31/2008                                 $10.00            $7.16           2,156,002
-------------------------------------------------------------------------------------------------------------
AST Western Asset Core Plus Bond Portfolio
    11/19/2007* to 12/31/2007                                $10.00            $9.98             213,630
    01/01/2008 to 12/31/2008                                  $9.98            $9.30           4,064,760
-------------------------------------------------------------------------------------------------------------
AST Investment Grade Bond Portfolio
    01/28/2008* to 12/31/2008                                $10.00           $10.73         128,735,078
-------------------------------------------------------------------------------------------------------------
AST Global Real Estate Portfolio
    07/21/2008* to 12/31/2008                                $10.18            $6.11             100,170
-------------------------------------------------------------------------------------------------------------
AST Parametric Emerging Markets Equity Portfolio
    07/21/2008* to 12/31/2008                                $10.10            $5.57             126,548
-------------------------------------------------------------------------------------------------------------
AST Focus Four Plus Portfolio
    07/21/2008* to 12/31/2008                                $10.00            $7.47           1,469,632
-------------------------------------------------------------------------------------------------------------
Franklin Templeton VIP Founding Funds Allocation Fund
    05/01/2008* to 12/31/2008                                $10.08            $6.64           5,636,967




 *  Denotes the start date of these sub-accounts.

                                     ASL II
                Prudential Annuities Life Assurance Corporation
                                   Prospectus

            ACCUMULATION UNIT VALUES: With LT5, HDV, and EBP (3.00%)





                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                 Beginning of Period End of Period    End of Period
                                                                      
---------------------------------------------------------------------------------------------------
AST JPMorgan International Equity Portfolio
    03/14/2005 to 12/31/2005                        $9.91           $10.53              0
    01/01/2006 to 12/31/2006                       $10.53           $12.55              0
    01/01/2007 to 12/31/2007                       $12.55           $13.32              0
    01/01/2008 to 12/31/2008                       $13.32            $7.57              0



                                     A-100






                                                                                        Number of
                                                    Accumulation     Accumulation      Accumulation
                                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                     Beginning of Period End of Period    End of Period
                                                                          
-------------------------------------------------------------------------------------------------------
AST International Growth Portfolio
    03/14/2005 to 12/31/2005                            $9.92           $11.16              0
    01/01/2006 to 12/31/2006                           $11.16           $13.10              0
    01/01/2007 to 12/31/2007                           $13.10           $15.12              0
    01/01/2008 to 12/31/2008                           $15.12            $7.30              0
-------------------------------------------------------------------------------------------------------
AST International Value Portfolio
    03/14/2005 to 12/31/2005                            $9.92           $10.59              0
    01/01/2006 to 12/31/2006                           $10.59           $13.09              0
    01/01/2007 to 12/31/2007                           $13.09           $14.95              0
    01/01/2008 to 12/31/2008                           $14.95            $8.12              0
-------------------------------------------------------------------------------------------------------
AST MFS Global Equity Portfolio
    03/14/2005 to 12/31/2005                            $9.96           $10.36              0
    01/01/2006 to 12/31/2006                           $10.36           $12.49              0
    01/01/2007 to 12/31/2007                           $12.49           $13.25              0
    01/01/2008 to 12/31/2008                           $13.25            $8.49              0
-------------------------------------------------------------------------------------------------------
AST Small-Cap Growth Portfolio
    03/14/2005 to 12/31/2005                           $10.04           $10.31              0
    01/01/2006 to 12/31/2006                           $10.31           $11.27              0
    01/01/2007 to 12/31/2007                           $11.27           $11.71              0
    01/01/2008 to 12/31/2008                           $11.71            $7.38              0
-------------------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth Portfolio
    03/14/2005 to 12/31/2005                           $10.01           $10.20              0
    01/01/2006 to 12/31/2006                           $10.20           $10.66              0
    01/01/2007 to 12/31/2007                           $10.66           $12.27              0
    01/01/2008 to 12/31/2008                           $12.27            $6.84              0
-------------------------------------------------------------------------------------------------------
AST Federated Aggressive Growth Portfolio
    03/14/2005 to 12/31/2005                           $10.00           $10.84              0
    01/01/2006 to 12/31/2006                           $10.84           $11.87              0
    01/01/2007 to 12/31/2007                           $11.87           $12.80              0
    01/01/2008 to 12/31/2008                           $12.80            $6.94              0
-------------------------------------------------------------------------------------------------------
AST Goldman Sachs Small-Cap Value Portfolio
    03/14/2005 to 12/31/2005                           $10.05           $10.44              0
    01/01/2006 to 12/31/2006                           $10.44           $11.87              0
    01/01/2007 to 12/31/2007                           $11.87           $10.92              0
    01/01/2008 to 12/31/2008                           $10.92            $7.77              0
-------------------------------------------------------------------------------------------------------
AST Small-Cap Value Portfolio
    03/14/2005 to 12/31/2005                           $10.05           $10.53              0
    01/01/2006 to 12/31/2006                           $10.53           $12.26              0
    01/01/2007 to 12/31/2007                           $12.26           $11.22              0
    01/01/2008 to 12/31/2008                           $11.22            $7.65              0
-------------------------------------------------------------------------------------------------------
AST DeAm Small-Cap Value Portfolio
    03/14/2005 to 12/31/2005                           $10.04            $9.90              0
    01/01/2006 to 12/31/2006                            $9.90           $11.53              0
    01/01/2007 to 12/31/2007                           $11.53            $9.19              0
    01/01/2008 to 07/18/2008                            $9.19            $8.36              0
-------------------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth Portfolio
    03/14/2005 to 12/31/2005                           $10.00           $10.46              0
    01/01/2006 to 12/31/2006                           $10.46           $10.78              0
    01/01/2007 to 12/31/2007                           $10.78           $12.48              0
    01/01/2008 to 12/31/2008                           $12.48            $7.17              0



                                     A-101






                                                                                                Number of
                                                            Accumulation     Accumulation      Accumulation
                                                            Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                             Beginning of Period End of Period    End of Period
                                                                                  
---------------------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth Portfolio
    03/14/2005 to 12/31/2005                                   $10.05           $11.21              0
    01/01/2006 to 12/31/2006                                   $11.21           $12.40              0
    01/01/2007 to 12/31/2007                                   $12.40           $14.70              0
    01/01/2008 to 12/31/2008                                   $14.70            $8.10              0
---------------------------------------------------------------------------------------------------------------
AST Neuberger Berman/LSV Mid-Cap Value Portfolio
 formerly, AST Neuberger Berman Mid-Cap Value Portfolio
    03/14/2005 to 12/31/2005                                   $10.02           $10.76              0
    01/01/2006 to 12/31/2006                                   $10.76           $11.56              0
    01/01/2007 to 12/31/2007                                   $11.56           $11.57              0
    01/01/2008 to 12/31/2008                                   $11.57            $6.48              0
---------------------------------------------------------------------------------------------------------------
AST Alger All-Cap Growth Portfolio
    03/14/2005 to 12/02/2005                                   $10.09           $11.59              0
---------------------------------------------------------------------------------------------------------------
AST Mid-Cap Value Portfolio
    03/14/2005 to 12/31/2005                                   $10.06           $10.24              0
    01/01/2006 to 12/31/2006                                   $10.24           $11.34              0
    01/01/2007 to 12/31/2007                                   $11.34           $11.31              0
    01/01/2008 to 12/31/2008                                   $11.31            $6.78              0
---------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources Portfolio
    03/14/2005 to 12/31/2005                                   $10.00           $11.61              0
    01/01/2006 to 12/31/2006                                   $11.61           $13.05              0
    01/01/2007 to 12/31/2007                                   $13.05           $17.78              0
    01/01/2008 to 12/31/2008                                   $17.78            $8.62              0
---------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap Growth Portfolio
    03/14/2005 to 12/31/2005                                   $10.02           $11.98              0
    01/01/2006 to 12/31/2006                                   $11.98           $12.28              0
    01/01/2007 to 12/31/2007                                   $12.28           $12.89              0
    01/01/2008 to 12/31/2008                                   $12.89            $7.43              0
---------------------------------------------------------------------------------------------------------------
AST MFS Growth Portfolio
    03/14/2005 to 12/31/2005                                   $10.04           $10.64              0
    01/01/2006 to 12/31/2006                                   $10.64           $11.32              0
    01/01/2007 to 12/31/2007                                   $11.32           $12.63              0
    01/01/2008 to 12/31/2008                                   $12.63            $7.81              0
---------------------------------------------------------------------------------------------------------------
AST Marsico Capital Growth Portfolio
    03/14/2005 to 12/31/2005                                   $10.12           $10.78              0
    01/01/2006 to 12/31/2006                                   $10.78           $11.21              0
    01/01/2007 to 12/31/2007                                   $11.21           $12.50              0
    01/01/2008 to 12/31/2008                                   $12.50            $6.83              0
---------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth Portfolio
    03/14/2005 to 12/31/2005                                   $10.03           $10.64              0
    01/01/2006 to 12/31/2006                                   $10.64           $11.35              0
    01/01/2007 to 12/31/2007                                   $11.35           $12.55              0
    01/01/2008 to 12/31/2008                                   $12.55            $7.27              0
---------------------------------------------------------------------------------------------------------------
AST DeAm Large-Cap Value Portfolio
    03/14/2005 to 12/31/2005                                   $10.08           $10.59              0
    01/01/2006 to 12/31/2006                                   $10.59           $12.51              0
    01/01/2007 to 12/31/2007                                   $12.51           $12.28              0
    01/01/2008 to 12/31/2008                                   $12.28            $7.47              0
---------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value Portfolio
    03/14/2005 to 12/02/2005                                   $10.05           $11.21              0



                                     A-102






                                                                                                       Number of
                                                                   Accumulation     Accumulation      Accumulation
                                                                   Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                                    Beginning of Period End of Period    End of Period
                                                                                         
----------------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Core Value Portfolio
    03/14/2005 to 12/31/2005                                          $10.08           $10.20              0
    01/01/2006 to 12/31/2006                                          $10.20           $12.00              0
    01/01/2007 to 12/31/2007                                          $12.00           $11.22              0
    01/01/2008 to 12/31/2008                                          $11.22            $6.33              0
----------------------------------------------------------------------------------------------------------------------
AST Cohen & Steers Realty Portfolio
    03/14/2005 to 12/31/2005                                          $10.15           $11.88              0
    01/01/2006 to 12/31/2006                                          $11.88           $15.76              0
    01/01/2007 to 12/31/2007                                          $15.76           $12.24              0
    01/01/2008 to 12/31/2008                                          $12.24            $7.71              0
----------------------------------------------------------------------------------------------------------------------
AST QMA US Equity Alpha
 formerly, AST AllianceBernstein Managed Index 500 Portfolio
    03/14/2005 to 12/31/2005                                          $10.05           $10.28              0
    01/01/2006 to 12/31/2006                                          $10.28           $11.23              0
    01/01/2007 to 12/31/2007                                          $11.23           $11.12              0
    01/01/2008 to 12/31/2008                                          $11.12            $6.61              0
----------------------------------------------------------------------------------------------------------------------
AST American Century Income & Growth Portfolio
    03/14/2005 to 12/31/2005                                          $10.07           $10.22              0
    01/01/2006 to 12/31/2006                                          $10.22           $11.58              0
    01/01/2007 to 12/31/2007                                          $11.58           $11.22              0
    01/01/2008 to 12/31/2008                                          $11.22            $7.10              0
----------------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth & Income Portfolio
    03/14/2005 to 12/31/2005                                          $10.05           $10.15              0
    01/01/2006 to 12/31/2006                                          $10.15           $11.55              0
    01/01/2007 to 12/31/2007                                          $11.55           $11.77              0
    01/01/2008 to 12/31/2008                                          $11.77            $6.77              0
----------------------------------------------------------------------------------------------------------------------
AST Large-Cap Value Portfolio
    03/14/2005 to 12/31/2005                                          $10.08           $10.44              0
    01/01/2006 to 12/31/2006                                          $10.44           $11.99              0
    01/01/2007 to 12/31/2007                                          $11.99           $11.29              0
    01/01/2008 to 12/31/2008                                          $11.29            $6.40              0
----------------------------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha Portfolio
    03/14/2005 to 12/31/2005                                          $10.01           $10.50              0
    01/01/2006 to 12/31/2006                                          $10.50           $11.32              0
    01/01/2007 to 12/31/2007                                          $11.32           $11.20              0
    01/01/2008 to 12/31/2008                                          $11.20            $8.95              0
----------------------------------------------------------------------------------------------------------------------
AST Schroders Multi-Asset World Strategies Portfolio
 formerly, AST American Century Strategic Allocation Portfolio
    03/14/2005 to 12/31/2005                                          $10.04           $10.20              0
    01/01/2006 to 12/31/2006                                          $10.20           $10.85              0
    01/01/2007 to 12/31/2007                                          $10.85           $11.46              0
    01/01/2008 to 12/31/2008                                          $11.46            $7.76              0
----------------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation Portfolio
    03/14/2005 to 12/31/2005                                          $10.03           $10.24              0
    01/01/2006 to 12/31/2006                                          $10.24           $11.17              0
    01/01/2007 to 12/31/2007                                          $11.17           $11.52              0
    01/01/2008 to 12/31/2008                                          $11.52            $8.28              0
----------------------------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond Portfolio
    03/14/2005 to 12/31/2005                                           $9.95            $9.34              0
    01/01/2006 to 12/31/2006                                           $9.34            $9.63              0
    01/01/2007 to 12/31/2007                                           $9.63           $10.24              0
    01/01/2008 to 12/31/2008                                          $10.24            $9.69              0



                                     A-103






                                                                                  Number of
                                              Accumulation     Accumulation      Accumulation
                                              Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                               Beginning of Period End of Period    End of Period
                                                                    
-------------------------------------------------------------------------------------------------
AST High Yield Portfolio
    03/14/2005 to 12/31/2005                      $9.98            $9.75              0
    01/01/2006 to 12/31/2006                      $9.75           $10.43              0
    01/01/2007 to 12/31/2007                     $10.43           $10.37              0
    01/01/2008 to 12/31/2008                     $10.37            $7.49              0
-------------------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture Portfolio
    03/14/2005 to 12/31/2005                     $10.00            $9.84              0
    01/01/2006 to 12/31/2006                      $9.84           $10.48              0
    01/01/2007 to 12/31/2007                     $10.48           $10.78              0
    01/01/2008 to 12/31/2008                     $10.78            $8.03              0
-------------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond Portfolio
    03/14/2005 to 12/31/2005                      $9.99           $10.04              0
    01/01/2006 to 12/31/2006                     $10.04           $10.10              0
    01/01/2007 to 12/31/2007                     $10.10           $10.61              0
    01/01/2008 to 12/31/2008                     $10.61           $10.06              0
-------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond Portfolio
    03/14/2005 to 12/31/2005                     $10.00            $9.94              0
    01/01/2006 to 12/31/2006                      $9.94           $10.01              0
    01/01/2007 to 12/31/2007                     $10.01           $10.37              0
    01/01/2008 to 12/31/2008                     $10.37           $10.17              0
-------------------------------------------------------------------------------------------------
AST Money Market Portfolio
    03/14/2005 to 12/31/2005                     $10.00            $9.99              0
    01/01/2006 to 12/31/2006                      $9.99           $10.13              0
    01/01/2007 to 12/31/2007                     $10.13           $10.31              0
    01/01/2008 to 12/31/2008                     $10.31           $10.25              0
-------------------------------------------------------------------------------------------------
Gartmore NVIT Developing Markets
    03/14/2005 to 12/31/2005                      $9.88           $11.93              0
    01/01/2006 to 12/31/2006                     $11.93           $15.57              0
    01/01/2007 to 12/31/2007                     $15.57           $21.67              0
    01/01/2008 to 12/31/2008                     $21.67            $8.86              0
-------------------------------------------------------------------------------------------------
Wells Fargo Advantage VT Equity Income
    03/14/2005 to 12/31/2005                     $10.07           $10.08              0
    01/01/2006 to 12/31/2006                     $10.08           $11.60              0
    01/01/2007 to 12/31/2007                     $11.60           $11.56              0
    01/01/2008 to 12/31/2008                     $11.56            $7.13              0
-------------------------------------------------------------------------------------------------
AIM V.I. Dynamics Fund
    03/14/2005 to 12/31/2005                     $10.05           $10.80              0
    01/01/2006 to 12/31/2006                     $10.80           $12.16              0
    01/01/2007 to 12/31/2007                     $12.16           $13.23              0
    01/01/2008 to 12/31/2008                     $13.23            $6.66              0
-------------------------------------------------------------------------------------------------
AIM V.I. Technology Fund
    03/14/2005 to 12/31/2005                     $10.00           $10.60              0
    01/01/2006 to 12/31/2006                     $10.60           $11.36              0
    01/01/2007 to 12/31/2007                     $11.36           $11.87              0
    01/01/2008 to 12/31/2008                     $11.87            $6.39              0
-------------------------------------------------------------------------------------------------
AIM V.I. Global Health Care
    03/14/2005 to 12/31/2005                     $10.06           $11.04              0
    01/01/2006 to 12/31/2006                     $11.04           $11.27              0
    01/01/2007 to 12/31/2007                     $11.27           $12.23              0
    01/01/2008 to 12/31/2008                     $12.23            $8.47              0



                                     A-104






                                                                               Number of
                                           Accumulation     Accumulation      Accumulation
                                           Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                            Beginning of Period End of Period    End of Period
                                                                 
----------------------------------------------------------------------------------------------
AIM V.I. Financial Services Fund
    03/14/2005 to 12/31/2005                  $10.06           $10.62              0
    01/01/2006 to 12/31/2006                  $10.62           $12.00              0
    01/01/2007 to 12/31/2007                  $12.00            $9.05              0
    01/01/2008 to 12/31/2008                   $9.05            $3.56              0
----------------------------------------------------------------------------------------------
Evergreen VA International Equity Fund
    03/14/2005 to 12/31/2005                   $9.90           $10.88              0
    01/01/2006 to 12/31/2006                  $10.88           $13.00              0
    01/01/2007 to 12/31/2007                  $13.00           $14.50              0
    01/01/2008 to 12/31/2008                  $14.50            $8.23              0
----------------------------------------------------------------------------------------------
Evergreen VA Special Equity Fund
    03/14/2005 to 04/15/2005                  $10.02            $9.26              0
----------------------------------------------------------------------------------------------
Evergreen VA Omega Fund
    03/14/2005 to 12/31/2005                  $10.02           $10.50              0
    01/01/2006 to 12/31/2006                  $10.50           $10.79              0
    01/01/2007 to 12/31/2007                  $10.79           $11.72              0
    01/01/2008 to 12/31/2008                  $11.72            $8.28              0
----------------------------------------------------------------------------------------------
Evergreen VA Growth Fund
    04/15/2005* to 12/31/2005                  $9.82           $11.33              0
    01/01/2006 to 12/31/2006                  $11.33           $12.20              0
    01/01/2007 to 12/31/2007                  $12.20           $13.14              0
    01/01/2008 to 12/31/2008                  $13.14            $7.50              0
----------------------------------------------------------------------------------------------
ProFund VP Europe 30
    03/14/2005 to 12/31/2005                   $9.99           $10.41              0
    01/01/2006 to 12/31/2006                  $10.41           $11.87              0
    01/01/2007 to 12/31/2007                  $11.87           $13.19              0
    01/01/2008 to 12/31/2008                  $13.19            $7.16              0
----------------------------------------------------------------------------------------------
ProFund VP Asia 30
    03/14/2005 to 12/31/2005                   $9.99           $11.10              0
    01/01/2006 to 12/31/2006                  $11.10           $14.99              0
    01/01/2007 to 12/31/2007                  $14.99           $21.48              0
    01/01/2008 to 12/31/2008                  $21.48           $10.25              0
----------------------------------------------------------------------------------------------
ProFund VP Japan
    03/14/2005 to 12/31/2005                   $9.95           $13.38              0
    01/01/2006 to 12/31/2006                  $13.38           $14.38              0
    01/01/2007 to 12/31/2007                  $14.38           $12.56              0
    01/01/2008 to 12/31/2008                  $12.56            $7.20              0
----------------------------------------------------------------------------------------------
ProFund VP Banks
    03/14/2005 to 12/31/2005                  $10.08           $10.10              0
    01/01/2006 to 12/31/2006                  $10.10           $11.31              0
    01/01/2007 to 12/31/2007                  $11.31            $7.98              0
    01/01/2008 to 12/31/2008                   $7.98            $4.11              0
----------------------------------------------------------------------------------------------
ProFund VP Basic Materials
    03/14/2005 to 12/31/2005                   $9.98            $9.48              0
    01/01/2006 to 12/31/2006                   $9.48           $10.62              0
    01/01/2007 to 12/31/2007                  $10.62           $13.46              0
    01/01/2008 to 12/31/2008                  $13.46            $6.34              0
----------------------------------------------------------------------------------------------
ProFund VP Biotechnology
    03/14/2005 to 12/31/2005                  $10.48           $13.48              0
    01/01/2006 to 12/31/2006                  $13.48           $12.55              0
    01/01/2007 to 12/31/2007                  $12.55           $12.03              0
    01/01/2008 to 12/31/2008                  $12.03           $11.88              0



                                     A-105






                                                                            Number of
                                        Accumulation     Accumulation      Accumulation
                                        Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                         Beginning of Period End of Period    End of Period
                                                              
-------------------------------------------------------------------------------------------
ProFund VP Consumer Services
    03/14/2005 to 12/31/2005               $10.04            $9.66              0
    01/01/2006 to 12/31/2006                $9.66           $10.50              0
    01/01/2007 to 12/31/2007               $10.50            $9.34              0
    01/01/2008 to 12/31/2008                $9.34            $6.22              0
-------------------------------------------------------------------------------------------
ProFund VP Consumer Goods Portfolio
    03/14/2005 to 12/31/2005               $10.03            $9.73              0
    01/01/2006 to 12/31/2006                $9.73           $10.63              0
    01/01/2007 to 12/31/2007               $10.63           $11.09              0
    01/01/2008 to 12/31/2008               $11.09            $7.89              0
-------------------------------------------------------------------------------------------
ProFund VP Oil & Gas
    03/14/2005 to 12/31/2005               $10.07           $10.92              0
    01/01/2006 to 12/31/2006               $10.92           $12.78              0
    01/01/2007 to 12/31/2007               $12.78           $16.42              0
    01/01/2008 to 12/31/2008               $16.42           $10.04              0
-------------------------------------------------------------------------------------------
ProFund VP Financials
    03/14/2005 to 12/31/2005               $10.08           $10.53              0
    01/01/2006 to 12/31/2006               $10.53           $11.98              0
    01/01/2007 to 12/31/2007               $11.98            $9.40              0
    01/01/2008 to 12/31/2008                $9.40            $4.51              0
-------------------------------------------------------------------------------------------
ProFund VP Health Care
    03/14/2005 to 12/31/2005               $10.09           $10.46              0
    01/01/2006 to 12/31/2006               $10.46           $10.68              0
    01/01/2007 to 12/31/2007               $10.68           $11.04              0
    01/01/2008 to 12/31/2008               $11.04            $8.11              0
-------------------------------------------------------------------------------------------
ProFund VP Industrials
    03/14/2005 to 12/31/2005               $10.06           $10.06              0
    01/01/2006 to 12/31/2006               $10.06           $10.90              0
    01/01/2007 to 12/31/2007               $10.90           $11.81              0
    01/01/2008 to 12/31/2008               $11.81            $6.82              0
-------------------------------------------------------------------------------------------
ProFund VP Internet
    03/14/2005 to 12/31/2005                $9.94           $12.71              0
    01/01/2006 to 12/31/2006               $12.71           $12.50              0
    01/01/2007 to 12/31/2007               $12.50           $13.36              0
    01/01/2008 to 12/31/2008               $13.36            $7.15              0
-------------------------------------------------------------------------------------------
ProFund VP Pharmaceuticals
    03/14/2005 to 12/31/2005               $10.02            $9.44              0
    01/01/2006 to 12/31/2006                $9.44           $10.27              0
    01/01/2007 to 12/31/2007               $10.27           $10.19              0
    01/01/2008 to 12/31/2008               $10.19            $7.96              0
-------------------------------------------------------------------------------------------
ProFund VP Precious Metals
    03/14/2005 to 12/31/2005                $9.89           $12.00              0
    01/01/2006 to 12/31/2006               $12.00           $12.49              0
    01/01/2007 to 12/31/2007               $12.49           $14.84              0
    01/01/2008 to 12/31/2008               $14.84            $9.96              0
-------------------------------------------------------------------------------------------
ProFund VP Real Estate
    03/14/2005 to 12/31/2005               $10.15           $11.17              0
    01/01/2006 to 12/31/2006               $11.17           $14.36              0
    01/01/2007 to 12/31/2007               $14.36           $11.20              0
    01/01/2008 to 12/31/2008               $11.20            $6.38              0



                                     A-106






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                     Beginning of Period End of Period    End of Period
                                                          
---------------------------------------------------------------------------------------
ProFund VP Semiconductor
    03/14/2005 to 12/31/2005           $10.04           $10.65              0
    01/01/2006 to 12/31/2006           $10.65            $9.60              0
    01/01/2007 to 12/31/2007            $9.60            $9.97              0
    01/01/2008 to 12/31/2008            $9.97            $4.85              0
---------------------------------------------------------------------------------------
ProFund VP Technology
    03/14/2005 to 12/31/2005           $10.03           $10.54              0
    01/01/2006 to 12/31/2006           $10.54           $11.05              0
    01/01/2007 to 12/31/2007           $11.05           $12.26              0
    01/01/2008 to 12/31/2008           $12.26            $6.62              0
---------------------------------------------------------------------------------------
ProFund VP Telecommunications
    03/14/2005 to 12/31/2005           $10.03            $9.74              0
    01/01/2006 to 12/31/2006            $9.74           $12.68              0
    01/01/2007 to 12/31/2007           $12.68           $13.33              0
    01/01/2008 to 12/31/2008           $13.33            $8.48              0
---------------------------------------------------------------------------------------
ProFund VP Utilities
    03/14/2005 to 12/31/2005           $10.17           $10.60              0
    01/01/2006 to 12/31/2006           $10.60           $12.26              0
    01/01/2007 to 12/31/2007           $12.26           $13.77              0
    01/01/2008 to 12/31/2008           $13.77            $9.26              0
---------------------------------------------------------------------------------------
ProFund VP Bull
    03/14/2005 to 12/31/2005           $10.05           $10.12              0
    01/01/2006 to 12/31/2006           $10.12           $11.16              0
    01/01/2007 to 12/31/2007           $11.16           $11.21              0
    01/01/2008 to 12/31/2008           $11.21            $6.77              0
---------------------------------------------------------------------------------------
ProFund VP Bear
    03/14/2005 to 12/31/2005            $9.94            $9.54              0
    01/01/2006 to 12/31/2006            $9.54            $8.56              0
    01/01/2007 to 12/31/2007            $8.56            $8.35              0
    01/01/2008 to 12/31/2008            $8.35           $11.34              0
---------------------------------------------------------------------------------------
ProFund VP UltraBull
    03/14/2005 to 12/31/2005           $10.11           $10.25              0
    01/01/2006 to 12/31/2006           $10.25           $12.23              0
    01/01/2007 to 12/31/2007           $12.23           $11.96              0
    01/01/2008 to 12/31/2008           $11.96            $3.78              0
---------------------------------------------------------------------------------------
ProFund VP NASDAQ-100
    03/14/2005 to 12/31/2005           $10.06           $10.55              0
    01/01/2006 to 12/31/2006           $10.55           $10.79              0
    01/01/2007 to 12/31/2007           $10.79           $12.31              0
    01/01/2008 to 12/31/2008           $12.31            $6.87              0
---------------------------------------------------------------------------------------
ProFund VP Short NASDAQ-100
    03/14/2005 to 12/31/2005            $9.94            $9.14              0
    01/01/2006 to 12/31/2006            $9.14            $8.75              0
    01/01/2007 to 12/31/2007            $8.75            $7.50              0
    01/01/2008 to 12/31/2008            $7.50           $10.78              0
---------------------------------------------------------------------------------------
ProFund VP UltraNASDAQ-100
    03/14/2005 to 12/31/2005           $10.15           $11.04              0
    01/01/2006 to 12/31/2006           $11.04           $11.23              0
    01/01/2007 to 12/31/2007           $11.23           $14.00              0
    01/01/2008 to 12/31/2008           $14.00            $3.70              0



                                     A-107






                                                                                Number of
                                            Accumulation     Accumulation      Accumulation
                                            Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                             Beginning of Period End of Period    End of Period
                                                                  
-----------------------------------------------------------------------------------------------
ProFund VP Mid-Cap Value
    03/14/2005 to 12/31/2005                   $10.09           $10.60              0
    01/01/2006 to 12/31/2006                   $10.60           $11.55              0
    01/01/2007 to 12/31/2007                   $11.55           $11.31              0
    01/01/2008 to 12/31/2008                   $11.31            $6.99              0
-----------------------------------------------------------------------------------------------
ProFund VP Mid-Cap Growth
    03/14/2005 to 12/31/2005                   $10.06           $10.76              0
    01/01/2006 to 12/31/2006                   $10.76           $10.85              0
    01/01/2007 to 12/31/2007                   $10.85           $11.76              0
    01/01/2008 to 12/31/2008                   $11.76            $6.98              0
-----------------------------------------------------------------------------------------------
ProFund VP UltraMid-Cap
    03/14/2005 to 12/31/2005                   $10.15           $11.38              0
    01/01/2006 to 12/31/2006                   $11.38           $12.22              0
    01/01/2007 to 12/31/2007                   $12.22           $12.55              0
    01/01/2008 to 12/31/2008                   $12.55            $3.96              0
-----------------------------------------------------------------------------------------------
ProFund VP Small-Cap Value
    03/14/2005 to 12/31/2005                   $10.04           $10.30              0
    01/01/2006 to 12/31/2006                   $10.30           $11.73              0
    01/01/2007 to 12/31/2007                   $11.73           $10.55              0
    01/01/2008 to 12/31/2008                   $10.55            $7.09              0
-----------------------------------------------------------------------------------------------
ProFund VP Small-Cap Growth
    03/14/2005 to 12/31/2005                   $10.04           $10.48              0
    01/01/2006 to 12/31/2006                   $10.48           $11.05              0
    01/01/2007 to 12/31/2007                   $11.05           $11.15              0
    01/01/2008 to 12/31/2008                   $11.15            $7.13              0
-----------------------------------------------------------------------------------------------
ProFund VP UltraSmall-Cap
    03/14/2005 to 12/31/2005                   $10.11           $10.66              0
    01/01/2006 to 12/31/2006                   $10.66           $13.03              0
    01/01/2007 to 12/31/2007                   $13.03           $10.97              0
    01/01/2008 to 12/31/2008                   $10.97            $3.60              0
-----------------------------------------------------------------------------------------------
ProFund VP U.S. Government Plus
    03/14/2005 to 12/31/2005                   $10.08           $10.54              0
    01/01/2006 to 12/31/2006                   $10.54            $9.76              0
    01/01/2007 to 12/31/2007                    $9.76           $10.43              0
    01/01/2008 to 12/31/2008                   $10.43           $15.14              0
-----------------------------------------------------------------------------------------------
ProFund VP Rising Rates Opportunity
    03/14/2005 to 12/31/2005                    $9.91            $9.08              0
    01/01/2006 to 12/31/2006                    $9.08            $9.71              0
    01/01/2007 to 12/31/2007                    $9.71            $8.92              0
    01/01/2008 to 12/31/2008                    $8.92            $5.37              0
-----------------------------------------------------------------------------------------------
ACCESS VP High Yield Fund
    05/02/2005* to 12/31/2005                  $10.00           $10.47              0
    01/01/2006 to 12/31/2006                   $10.47           $11.12              0
    01/01/2007 to 12/31/2007                   $11.12           $11.35              0
    01/01/2008 to 12/31/2008                   $11.35           $10.50              0
-----------------------------------------------------------------------------------------------
First Trust Target Focus Four Portfolio
    03/14/2005 to 12/31/2005                   $10.00            $9.74              0
    01/01/2006 to 12/31/2006                    $9.74            $9.83              0
    01/01/2007 to 12/31/2007                    $9.83           $10.07              0
    01/01/2008 to 12/31/2008                   $10.07            $5.49              0



                                     A-108






                                                                                         Number of
                                                     Accumulation     Accumulation      Accumulation
                                                     Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                      Beginning of Period End of Period    End of Period
                                                                           
--------------------------------------------------------------------------------------------------------
Global Dividend Target 15
 formerly, First Trust Global Dividend Target 15
    03/14/2005 to 12/31/2005                            $10.03           $10.83              0
    01/01/2006 to 12/31/2006                            $10.83           $14.54              0
    01/01/2007 to 12/31/2007                            $14.54           $15.99              0
    01/01/2008 to 12/31/2008                            $15.99            $8.87              0
--------------------------------------------------------------------------------------------------------
Target Managed VIP Portfolio
 formerly, First Trust Managed VIP
    03/14/2005 to 12/31/2005                            $10.02           $10.43              0
    01/01/2006 to 12/31/2006                            $10.43           $11.29              0
    01/01/2007 to 12/31/2007                            $11.29           $11.98              0
    01/01/2008 to 12/31/2008                            $11.98            $6.41              0
--------------------------------------------------------------------------------------------------------
NASDAQ Target 15 Portfolio
 formerly, First Trust NASDAQ Target 15
    03/14/2005 to 12/31/2005                            $10.06           $10.75              0
    01/01/2006 to 12/31/2006                            $10.75           $11.35              0
    01/01/2007 to 12/31/2007                            $11.35           $13.40              0
    01/01/2008 to 12/31/2008                            $13.40            $6.38              0
--------------------------------------------------------------------------------------------------------
S&P Target 24 Portfolio
 formerly, First Trust S&P Target 24
    03/14/2005 to 12/31/2005                            $10.10           $10.48              0
    01/01/2006 to 12/31/2006                            $10.48           $10.46              0
    01/01/2007 to 12/31/2007                            $10.46           $10.57              0
    01/01/2008 to 12/31/2008                            $10.57            $7.39              0
--------------------------------------------------------------------------------------------------------
The DOW DART 10 Portfolio
 formerly, First Trust Dow Target 10
    03/14/2005 to 12/31/2005                            $10.03            $9.53              0
    01/01/2006 to 12/31/2006                             $9.53           $11.61              0
    01/01/2007 to 12/31/2007                            $11.61           $11.33              0
    01/01/2008 to 12/31/2008                            $11.33            $7.86              0
--------------------------------------------------------------------------------------------------------
The DOW Target Dividend Portfolio
 formerly, First Trust Dow Target Dividend
    05/02/2005* to 12/31/2005                           $10.00            $9.67              0
    01/01/2006 to 12/31/2006                             $9.67           $11.08              0
    01/01/2007 to 12/31/2007                            $11.08           $10.87              0
    01/01/2008 to 12/31/2008                            $10.87            $6.27              0
--------------------------------------------------------------------------------------------------------
Value Line Target 25 Portfolio
 formerly, First Trust Value Line Target 25
    03/14/2005 to 12/31/2005                            $10.00           $11.11              0
    01/01/2006 to 12/31/2006                            $11.11           $11.08              0
    01/01/2007 to 12/31/2007                            $11.08           $12.71              0
    01/01/2008 to 12/31/2008                            $12.71            $5.57              0
--------------------------------------------------------------------------------------------------------
ProFund VP Large-Cap Growth
    03/14/2005 to 12/31/2005                            $10.03            $9.98              0
    01/01/2006 to 12/31/2006                             $9.98           $10.56              0
    01/01/2007 to 12/31/2007                            $10.56           $10.96              0
    01/01/2008 to 12/31/2008                            $10.96            $6.85              0
--------------------------------------------------------------------------------------------------------
ProFund VP Large-Cap Value
    03/14/2005 to 12/31/2005                            $10.07           $10.20              0
    01/01/2006 to 12/31/2006                            $10.20           $11.74              0
    01/01/2007 to 12/31/2007                            $11.74           $11.40              0
    01/01/2008 to 12/31/2008                            $11.40            $6.59              0



                                     A-109






                                                                                               Number of
                                                           Accumulation     Accumulation      Accumulation
                                                           Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                            Beginning of Period End of Period    End of Period
                                                                                 
--------------------------------------------------------------------------------------------------------------
ProFund VP Short Mid-Cap
    03/14/2005 to 12/31/2005                                   $9.93            $8.94                 0
    01/01/2006 to 12/31/2006                                   $8.94            $8.36                 0
    01/01/2007 to 12/31/2007                                   $8.36            $7.87                 0
    01/01/2008 to 12/31/2008                                   $7.87           $10.07                 0
--------------------------------------------------------------------------------------------------------------
ProFund VP Short Small-Cap
    03/14/2005 to 12/31/2005                                   $9.95            $9.17                 0
    01/01/2006 to 12/31/2006                                   $9.17            $7.84                 0
    01/01/2007 to 12/31/2007                                   $7.84            $7.95                 0
    01/01/2008 to 12/31/2008                                   $7.95            $9.57                 0
--------------------------------------------------------------------------------------------------------------
Prudential SP International Growth Portfolio
    03/14/2005 to 12/31/2005                                   $9.93           $11.18                 0
    01/01/2006 to 12/31/2006                                  $11.18           $13.12                 0
    01/01/2007 to 12/31/2007                                  $13.12           $15.22                 0
    01/01/2008 to 12/31/2008                                  $15.22            $7.34                 0
--------------------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00            $9.99                 0
    01/01/2006 to 12/31/2006                                   $9.99           $11.21                 0
    01/01/2007 to 12/31/2007                                  $11.21           $11.91                 0
    01/01/2008 to 12/31/2008                                  $11.91            $6.66                 0
--------------------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.00                 0
    01/01/2006 to 12/31/2006                                  $10.00           $11.02             2,672
    01/01/2007 to 12/31/2007                                  $11.02           $11.73            10,225
    01/01/2008 to 12/31/2008                                  $11.73            $7.40            11,699
--------------------------------------------------------------------------------------------------------------
AST Academic Strategies Asset Allocation Portfolio
 formerly, AST Balanced Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.01                 0
    01/01/2006 to 12/31/2006                                  $10.01           $10.85            18,249
    01/01/2007 to 12/31/2007                                  $10.85           $11.49            19,931
    01/01/2008 to 12/31/2008                                  $11.49            $7.60            38,177
--------------------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
 formerly, AST Conservative Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.02                 0
    01/01/2006 to 12/31/2006                                  $10.02           $10.74                 0
    01/01/2007 to 12/31/2007                                  $10.74           $11.36             4,610
    01/01/2008 to 12/31/2008                                  $11.36            $7.86             4,379
--------------------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                                 $10.00           $10.03                 0
    01/01/2006 to 12/31/2006                                  $10.03           $10.50                 0
    01/01/2007 to 12/31/2007                                  $10.50           $11.07                 0
    01/01/2008 to 12/31/2008                                  $11.07            $8.65             4,182
--------------------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    03/20/2006* to 12/31/2006                                 $10.00           $10.54                 0
    01/01/2007 to 12/31/2007                                  $10.54           $11.20             7,920
    01/01/2008 to 12/31/2008                                  $11.20            $7.63            13,497
--------------------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    03/20/2006* to 12/31/2006                                 $10.00           $10.47                 0
    01/01/2007 to 12/31/2007                                  $10.47           $11.02             5,264
    01/01/2008 to 12/31/2008                                  $11.02            $7.00             5,327



                                     A-110






                                                                                              Number of
                                                          Accumulation     Accumulation      Accumulation
                                                          Unit Value at    Unit Value at Units Outstanding at
Sub Accounts                                           Beginning of Period End of Period    End of Period
                                                                                
-------------------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Target Portfolio
    03/20/2006* to 12/31/2006                                $10.00           $10.37                 0
    01/01/2007 to 12/31/2007                                 $10.37           $11.20             5,929
    01/01/2008 to 12/31/2008                                 $11.20            $6.44            12,636
-------------------------------------------------------------------------------------------------------------
AST CLS Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $11.49                 0
    01/01/2008 to 12/31/2008                                 $11.49            $7.22             1,469
-------------------------------------------------------------------------------------------------------------
AST CLS Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $10.02                 0
    01/01/2008 to 12/31/2008                                 $10.02            $7.04             5,132
-------------------------------------------------------------------------------------------------------------
AST Horizon Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $10.17                 0
    01/01/2008 to 12/31/2008                                 $10.17            $6.84                 0
-------------------------------------------------------------------------------------------------------------
AST Horizon Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00           $10.15                 0
    01/01/2008 to 12/31/2008                                 $10.15            $7.46                 0
-------------------------------------------------------------------------------------------------------------
AST Niemann Capital Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                                $10.00            $9.98                 0
    01/01/2008 to 12/31/2008                                  $9.98            $7.05                 0
-------------------------------------------------------------------------------------------------------------
AST Western Asset Core Plus Bond Portfolio
    11/19/2007* to 12/31/2007                                $10.00            $9.96                 0
    01/01/2008 to 12/31/2008                                  $9.96            $9.16                 0
-------------------------------------------------------------------------------------------------------------
AST Global Real Estate Portfolio
    07/21/2008* to 12/31/2008                                $10.17            $6.08                 0
-------------------------------------------------------------------------------------------------------------
AST Parametric Emerging Markets Equity Portfolio
    07/21/2008* to 12/31/2008                                $10.10            $5.54                 0
-------------------------------------------------------------------------------------------------------------
AST Focus Four Plus Portfolio
    07/21/2008* to 12/31/2008                                $10.00            $7.43                 0
-------------------------------------------------------------------------------------------------------------
Franklin Templeton VIP Founding Funds Allocation Fund
    05/01/2008* to 12/31/2008                                $10.08            $6.58                 0




 *  Denotes the start date of these sub-accounts.


                                     A-111



              APPENDIX B - CALCULATION OF OPTIONAL DEATH BENEFITS

 Examples of Enhanced Beneficiary Protection Optional Death Benefit Calculation
 The following are examples of how the Enhanced Beneficiary Protection Optional
 Death Benefit is calculated. Each example assumes that a $50,000 initial
 Purchase Payment is made. Each example assumes that there is one Owner who is
 age 50 on the Issue Date and that all Account Value is maintained in the
 variable investment options. The formula for determining the Enhanced
 Beneficiary Protection Optional Death Benefit is as follows:


                                               
 Growth    =      Account Value of variable        minus      purchase payments -
                investment options plus Interim             proportional withdrawals
                  Value of Fixed Allocations
                       (no MVA applies)


 Example with market increase
 Assume that the Owner has made no withdrawals and that the Account Value has
 been increasing due to positive market performance. On the date we receive due
 proof of death, the Account Value is $75,000. The basic Death Benefit is
 calculated as purchase payments minus proportional withdrawals, or Account
 Value, which ever is greater. Therefore, the basic Death Benefit is equal to
 $75,000. The Enhanced Beneficiary Protection Optional Death Benefit is equal
 to the amount payable under the basic Death Benefit ($75,000) PLUS 40% of the
 "Growth" under the Annuity.


                                                                      
                    Growth                           =                       $75,000 - [$50,000 - $0]
                                                     =                       $25,000

                    Benefit Payable under Enhanced Beneficiary Protection Optional Death Benefit = 40% of Growth
                                                     =                       $25,000 * 0.40
                                                     =                       $10,000

                    Benefit Payable under Basic Death Benefit PLUS Enhanced Beneficiary Protection Optional Death Benefit
                                                     =                       $85,000


 Examples with market decline
 Assume that the Owner has made no withdrawals and that the Account Value has
 been decreasing due to declines in market performance. On the date we receive
 due proof of death, the Account Value is $45,000. The basic Death Benefit is
 calculated as purchase payments minus proportional withdrawals, or Account
 Value, which ever is greater. Therefore, the basic Death Benefit is equal to
 $50,000. The Enhanced Beneficiary Protection Optional Death Benefit is equal
 to the amount payable under the basic Death Benefit ($50,000) PLUS the
 "Growth" under the Annuity.


                                                                      
                    Growth                           =                       $45,000 - [$50,000 - $0]
                                                     =                       $-5,000

                    Benefit Payable under Enhanced Beneficiary Protection Optional Death Benefit = 40% of Growth
                                                     NO BENEFIT IS PAYABLE

                    Benefit Payable under Basic Death Benefit PLUS Enhanced Beneficiary Protection Optional Death Benefit
                                                     =                       $50,000


 In this example you would receive no additional benefit from purchasing the
 Enhanced Beneficiary Protection Optional Death Benefit.

                                      B-1



 Example with market increase and withdrawals
 Assume that the Account Value has been increasing due to positive market
 performance and the Owner made a withdrawal of $15,000 in Annuity Year 5 when
 the Account Value was $75,000. On the date we receive due proof of death, the
 Account Value is $90,000. The basic Death Benefit is calculated as purchase
 payments minus proportional withdrawals, or Account Value, which ever is
 greater. Therefore, the basic Death Benefit is equal to $90,000. The Enhanced
 Beneficiary Protection Optional Death Benefit is equal to the amount payable
 under the basic Death Benefit ($90,000) PLUS 40% of the "Growth" under the
 Annuity.


                                        
       Growth                   =              $90,000 - [$50,000 - ($50,000 * $15,000/$75,000)]
                                =              $90,000 - [$50,000 - $10,000]
                                =              $90,000 - $40,000
                                =              $50,000

       Benefit Payable under Enhanced Beneficiary Protection Optional Death Benefit = 40% of Growth
                                =              $50,000 * 0.40
                                =              $20,000

       Benefit Payable under Basic Death Benefit PLUS Enhanced Beneficiary Protection Optional Death Benefit
                                =              $110,000


 Examples of Highest Anniversary Value Death Benefit Calculation
 The following are examples of how the Highest Anniversary Value Death Benefit
 is calculated. Each example assumes an initial Purchase Payment of $50,000.
 Each example assumes that there is one Owner who is age 70 on the Issue Date
 and that all Account Value is maintained in the variable investment options.

 Example with market increase and death before Death Benefit Target Date
 Assume that the Owner's Account Value has generally been increasing due to
 positive market performance and that no withdrawals have been made. On the
 date we receive due proof of death, the Account Value is $75,000; however, the
 Anniversary Value on the 5/th/ anniversary of the Issue Date was $90,000.
 Assume as well that the Owner has died before the Death Benefit Target Date.
 The Death Benefit is equal to the greater of the Highest Anniversary Value or
 the basic Death Benefit. The Death Benefit would be the Highest Anniversary
 Value ($90,000) because it is greater than the amount that would have been
 payable under the basic Death Benefit ($75,000).

 Example with withdrawals
 Assume that the Account Value has been increasing due to positive market
 performance and the Owner made a withdrawal of $15,000 in Annuity Year 7 when
 the Account Value was $75,000. On the date we receive due proof of death, the
 Account Value is $80,000; however, the Anniversary Value on the 5/th/
 anniversary of the Issue Date was $90,000. Assume as well that the Owner has
 died before the Death Benefit Target Date. The Death Benefit is equal to the
 greater of the Highest Anniversary Value or the basic Death Benefit.


                            
 Highest Anniversary Value    =    $90,000 - [$90,000 * $15,000/$75,000]
                              =    $90,000 - $18,000
                              =    $72,000

 Basic Death Benefit          =    max [$80,000, $50,000 - ($50,000 * $15,000/$75,000)]
                              =    max [$80,000, $40,000]
                              =    $80,000

 The Death Benefit therefore is $80,000.


                                      B-2



 Example with death after Death Benefit Target Date
 Assume that the Owner's Account Value has generally been increasing due to
 positive market performance and that no withdrawals had been made prior to the
 Death Benefit Target Date. Further assume that the Owner dies after the Death
 Benefit Target Date, when the Account Value is $75,000. The Highest
 Anniversary Value on the Death Benefit Target Date was $80,000; however,
 following the Death Benefit Target Date, the Owner made a Purchase Payment of
 $15,000 and later had taken a withdrawal of $5,000 when the Account Value was
 $70,000. The Death Benefit is equal to the greater of the Highest Anniversary
 Value plus purchase payments minus proportional withdrawals after the Death
 Benefit Target Date or the basic Death Benefit.


                            
 Highest Anniversary Value    =    $80,000 + $15,000 - [($80,000 + $15,000) * $5,000/$70,000]
                              =    $80,000 + $15,000 - $6,786
                              =    $88,214

 Basic Death Benefit          =    max [$75,000, ($50,000 + $15,000) - {($50,000 + $15,000) * $5,000/$70,000}]
                              =    max [$75,000, $60,357]
                              =    $75,000

 The Death Benefit therefore is $88,214.


 Examples of Combination 5% Roll-Up and Highest Anniversary Value Death Benefit
 Calculation
 The following are examples of how the Combination 5% Roll-Up and Highest
 Anniversary Value Death Benefit are calculated. Each example assumes an
 initial Purchase Payment of $50,000. Each example assumes that there is one
 Owner who is age 70 on the Issue Date and that all Account Value is maintained
 in the variable investment options.

 Example with market increase and death before Death Benefit Target Date
 Assume that the Owner's Account Value has generally been increasing due to
 positive market performance and that no withdrawals have been made. On the
 7/th/ anniversary of the Issue Date we receive due proof of death, at which
 time the Account Value is $75,000; however, the Anniversary Value on the 5/th/
 anniversary of the Issue Date was $90,000. Assume as well that the Owner has
 died before the Death Benefit Target Date. The Roll-Up Value is equal to
 initial Purchase Payment accumulated at 5% for 6 years, or $67,005. The Death
 Benefit is equal to the greatest of the Roll-Up Value, Highest Anniversary
 Value or the basic Death Benefit. The Death Benefit would be the Highest
 Anniversary Value ($90,000) because it is greater than both the Roll-Up Value
 ($67,005) and the amount that would have been payable under the basic Death
 Benefit ($75,000).

 Example with withdrawals
 Assume that the Owner made a withdrawal of $5,000 on the 6/th/ anniversary of
 the Issue Date when the Account Value was $45,000. The Roll-Up Value on the
 6/th/ anniversary of the Issue Date is equal to initial Purchase Payment
 accumulated at 5% for 6 years, or $67,005. The 5% Dollar-for-Dollar Withdrawal
 Limit for the 7/th/ annuity year is equal to 5% of the Roll-Up Value as of the
 6/th/ anniversary of the Issue Date, or $3,350. Therefore, the remaining
 $1,650 of the withdrawal results in a proportional reduction to the Roll-Up
 Value. On the 7/th/ anniversary of the Issue Date we receive due proof of
 death, at which time the Account Value is $43,000; however, the Anniversary
 Value on the 2nd anniversary of the Issue Date was $70,000. Assume as well
 that the Owner has died before the Death Benefit Target Date. The Death
 Benefit is equal to the greatest of the Roll-Up Value, Highest Anniversary
 Value or the basic Death Benefit.


                            
 Roll-Up Value                =    {(67,005 - $3,350) - [($67,005 - $3,350) * $1,650/($45,000 - $3,350)]} * 1.05
                              =    ($63,655 - $2,522) * 1.05
                              =    $64,190

 Highest Anniversary Value    =    $70,000 - [$70,000 * $5,000/$45,000]
                              =    $70,000 - $7,778
                              =    $62,222

 Basic Death Benefit          =    max [$43,000, $50,000 - ($50,000 * $5,000/$45,000)]
                              =    max [$43,000, $44,444]
                              =    $44,444

 The Death Benefit therefore is $64,190.


                                      B-3



 Example with death after Death Benefit Target Date
 Assume that the Owner has not made any withdrawals prior to the Death Benefit
 Target Date. Further assume that the Owner dies after the Death Benefit Target
 Date, when the Account Value is $75,000. The Roll-Up Value on the Death
 Benefit Target Date (the contract anniversary on or following the Owner's
 80/th/ birthday) is equal to initial Purchase Payment accumulated at 5% for 10
 years, or $81,445. The Highest Anniversary Value on the Death Benefit Target
 Date was $85,000; however, following the Death Benefit Target Date, the Owner
 made a Purchase Payment of $15,000 and later had taken a withdrawal of $5,000
 when the Account Value was $70,000. The Death Benefit is equal to the greatest
 of the Roll-Up Value, Highest Anniversary Value or the basic Death Benefit as
 of the Death Benefit Target Date; each increased by subsequent purchase
 payments and reduced proportionally for subsequent withdrawals.


                            
 Roll-Up Value                =    $81,445 + $15,000 - [($81,445 + 15,000) * $5,000/$70,000]
                              =    $81,445 + $15,000 - $6,889
                              =    $89,556

 Highest Anniversary Value    =    $85,000 + $15,000 - [($85,000 + 15,000) * $5,000/$70,000]
                              =    $85,000 + $15,000 - $7,143
                              =    $92,857

 Basic Death Benefit          =    max [$75,000, $50,000 + $15,000 - {(50,000 + $15,000) * $5,000/$70,000}]
                              =    max [$75,000, $60,357]
                              =    $75,000

 The Death Benefit therefore is $92,857.


 Examples of Highest Daily Value Death Benefit Calculation
 The following are examples of how the HDV Death Benefit is calculated. Each
 example assumes an initial Purchase Payment of $50,000. Each example assumes
 that there is one Owner who is age 70 on the Issue Date.

 Example with market increase and death before Death Benefit Target Date
 Assume that the Owner's Account Value has generally been increasing due to
 positive market performance and that no withdrawals have been made. On the
 date we receive due proof of death, the Account Value is $75,000; however, the
 Highest Daily Value was $90,000. Assume as well that the Owner has died before
 the Death Benefit Target Date. The Death Benefit is equal to the greater of
 the Highest Daily Value or the basic Death Benefit. The Death Benefit would be
 the HDV ($90,000) because it is greater than the amount that would have been
 payable under the basic Death Benefit ($75,000).

 Example with withdrawals
 Assume that the Account Value has been increasing due to positive market
 performance and the Owner made a withdrawal of $15,000 in Annuity Year 7 when
 the Account Value was $75,000. On the date we receive due proof of death, the
 Account Value is $80,000; however, the Highest Daily Value ($90,000) was
 attained during the fifth Annuity Year. Assume as well that the Owner has died
 before the Death Benefit Target Date. The Death Benefit is equal to the
 greater of the Highest Daily Value (proportionally reduced by the subsequent
 withdrawal) or the basic Death Benefit.


                      
 Highest Daily Value    =    $90,000 - [$90,000 * $15,000/$75,000]
                        =    $90,000 - $18,000
                        =    $72,000

 Basic Death Benefit    =    max [$80,000, $50,000 - ($50,000 * $15,000/$75,000)]
                        =    max [$80,000, $40,000]
                        =    $80,000

 The Death Benefit therefore is $80,000.


                                      B-4



 Example with death after Death Benefit Target Date
 Assume that the Owner's Account Value has generally been increasing due to
 positive market performance and that no withdrawals had been made prior to the
 Death Benefit Target Date. Further assume that the Owner dies after the Death
 Benefit Target Date, when the Account Value is $75,000. The Highest Daily
 Value on the Death Benefit Target Date was $80,000; however, following the
 Death Benefit Target Date, the Owner made a Purchase Payment of $15,000 and
 later had taken a withdrawal of $5,000 when the Account Value was $70,000. The
 Death Benefit is equal to the greater of the Highest Daily Value on the Death
 Benefit Target Date plus purchase payments minus proportional withdrawals
 after the Death Benefit Target Date or the basic Death Benefit.


                      
 Highest Daily Value    =    $80,000 + $15,000 - [($80,000 + $15,000) * $5,000/$70,000]
                        =    $80,000 + $15,000 - $6,786
                        =    $88,214

 Basic Death Benefit    =    max [$75,000, ($50,000 + $15,000) - {($50,000 + $15,000) * $5,000/$70,000}]
                        =    max [$75,000, $60,357]
                        =    $75,000

 The Death Benefit therefore is $88,214.


                                      B-5



            APPENDIX C - PLUS40/(TM)/ OPTIONAL LIFE INSURANCE RIDER

 Prudential Annuities' Plus40/(TM)/ Optional Life Insurance Rider was offered,
 in those states where approved, between November 18, 2002 for ASAP III,
 January 17, 2002 for ASL II and APEX II, and January 23, 2002 for XT6 and
 May 1, 2003. The description below of the Plus40/(TM)/ benefit applies to
 those Contract Owners who purchased an Annuity during that time period and
 elected the Plus40/(TM)/ benefit.

 The life insurance coverage provided under the Plus40 Optional Life Insurance
 Rider ("Plus40 rider" or the "Rider") is supported by Prudential Annuities'
 general account and is not subject to, or registered as a security under,
 either the Securities Act of 1933 or the Investment Company Act of 1940.
 Information about the Plus40 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 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 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 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 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 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 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 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 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 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 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 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 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 rider is subject to a Maximum Death Benefit Amount based on the
 purchase payments applied to your Annuity. The Plus40 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
 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 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 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 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 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 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 RIDER
 The Plus40 rider has a current charge and a guaranteed maximum charge. The
 current charge for the Plus40 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 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 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 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 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 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 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 rider will be paid despite the fact that the Annuity will continue. The
 spousal beneficiary can apply the death benefit proceeds under the Plus40
 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 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 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 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 PROGRAM

 PROGRAM RULES
   .   Prior to December 5, 2005, you could elect an asset allocation program
       where the Sub-accounts for each asset class in each model portfolio were
       designated based on an evaluation of available Sub-accounts. Effective
       December 5, 2005, you can no longer enroll in an asset allocation
       program, but you will be permitted to remain in the program if you
       enrolled prior to the date. These program Rules reflect how the asset
       allocation program will be administered as of December 5, 2005 for those
       Owners who have chosen to remain in their program. Asset allocation is a
       sophisticated method of diversification that allocates assets among
       asset classes in order to manage investment risk and potentially enhance
       returns over the long term. However, asset allocation does not guarantee
       a profit or protect against a loss.

 HOW THE ASSET ALLOCATION PROGRAM WORKS
   .   Amounts will automatically be allocated in accordance with the
       percentages and to Sub-accounts indicated for the model portfolio that
       you previously chose. If you allocate your Account Value or transfer
       your Account Value among any Sub-accounts that are outside of your model
       portfolio, we will allocate these amounts according to the allocation
       percentages of the applicable model portfolio upon the next rebalancing.
       You will not be permitted to change from one model portfolio to another.
       Upon each rebalance, 100% of your Account Value allocated to the
       variable Sub-accounts will be allocated to the asset allocation program.
       Any Account Value not invested in the Sub-accounts will not be part of
       the program.

   .   Additional Purchase Payments: Unless otherwise requested, any additional
       purchase payments applied to the variable Sub-accounts in the Annuity
       will be allocated to the Sub-accounts according to the allocation
       percentages for the model portfolio you chose. Allocation of additional
       purchase payments outside of your model portfolio but into a
       Sub-account, will be reallocated according to the allocation percentages
       of the applicable model portfolio upon the next rebalancing.

   .   Rebalancing Your Model Portfolio: Changes in the value of the
       Sub-account will cause your Account Value allocated to the Sub-accounts
       to vary from the percentage allocations of the model portfolio you
       select. By selecting the asset allocation program, you have directed us
       to periodically (e.g., quarterly) rebalance your Account Value allocated
       to the Sub-accounts in accordance with the percentage allocations
       assigned to each Sub-account within your model portfolio at the time you
       elected the program or had later been modified with your consent. Some
       asset allocation programs will only require that a rebalancing occur
       when the percent of your Account Value allocated to the Sub-accounts are
       outside of the acceptable range permitted under such asset allocation
       program. Note - Any Account Value not invested in the Sub-accounts will
       not be affected by any rebalance.

   .   Sub-account Changes Within the Model Portfolios: From time to time there
       may be a change in a Sub-account within your model portfolio. Unless
       directed by you or your Financial Professional to reallocate to the new
       Sub-account, rebalancing will continue in accordance with your unchanged
       model portfolio, unless the Sub-account is no longer available under
       your Annuity. If the Sub-account is no longer available we will notify
       you. If you do not consent to the new Sub-account, your lack of consent
       will be deemed a request to terminate the asset allocation program and
       the provisions under "Termination or Modification of the Asset
       Allocation Program" will apply.

   .   Owner Changes in Choice of Model Portfolio: You may not change from the
       model portfolio that you have elected to any other model portfolio.

 TERMINATION OR MODIFICATION OF THE ASSET ALLOCATION PROGRAM:
   .   You may request to terminate your asset allocation program at any time.
       Once you terminate your asset allocation program, you will not be
       permitted to re-enroll in the program. Any termination will be effective
       on the date that Prudential Annuities receives your termination request
       in good order. If you are enrolled in certain optional benefits,
       termination of your asset allocation program must coincide with (i) the
       enrollment in a then currently available and approved asset allocation
       program or other approved option, or (ii) the allocation of your entire
       account value to the then required investment option(s) available with
       these benefits. However, if you are enrolled in certain optional
       benefits, you may terminate the benefit in order to then terminate your
       asset allocation program. Prudential Annuities reserves the right to
       terminate or modify the asset allocation program at any time.

 RESTRICTIONS ON ELECTING THE ASSET ALLOCATION:
   .   You cannot participate in auto-rebalancing or a DCA program while
       enrolled in an asset allocation program and Systematic Withdrawals can
       only be made as flat dollar amounts.

                                      D-1



 APPENDIX E - DESCRIPTION AND CALCULATION OF PREVIOUSLY OFFERED OPTIONAL DEATH
           BENEFITS (THIS APPLIES SOLELY TO APEX II, ASL II AND XT6)

 If you purchased your Annuity before November 18, 2002 and were not a resident
 of the State of New York, the following optional death benefits were offered:

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

 The Enhanced Beneficiary Protection Optional Death Benefit provides a benefit
 that is payable in addition to the basic Death Benefit. If the Annuity has one
 Owner, the Owner must be age 75 or less at the time the benefit is purchased.
 If the Annuity has joint Owners, the oldest Owner must be age 75 or less. If
 the Annuity is owned by an entity, the Annuitant must be age 75 or less.

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

 1. the basic Death Benefit described above
    PLUS
 2. 50% of the "Death Benefit Amount" less purchase payments reduced by
    proportional withdrawals.

 "Death Benefit Amount" includes your Account Value and any amounts added to
 your Account Value under the Annuity's basic Death Benefit when the Death
 Benefit is calculated. Under the basic Death Benefit, amounts are added to
 your Account Value when the Account Value is less than purchase payments minus
 proportional withdrawals.

 "Proportional withdrawals" are determined by calculating the percentage of
 your Account Value that each prior withdrawal represented when withdrawn.

      The amount calculated in Items 1 & 2 above may be reduced by any Credits
      under certain circumstances.

 The Enhanced Beneficiary Protection Optional Death Benefit is subject to a
 maximum of 50% of all purchase payments applied to the Annuity at least 12
 months prior to the death of the decedent that triggers the payment of the
 Death Benefit.

 Please refer to the section entitled "Tax Considerations" for a discussion of
 special tax considerations for purchasers of this benefit.

 NOTE: You may not elect the Enhanced Beneficiary Protection Optional Death
 Benefit if you have elected any other Optional Death Benefit.

 Guaranteed Minimum Death Benefit
 If the Annuity has one Owner, the Owner must be age 80 or less at the time the
 optional Death Benefit is purchased. If the Annuity has joint Owners, the
 oldest Owner must be age 80 or less. If the Annuity is owned by an entity, the
 Annuitant must be age 80 or less.

 Key Terms Used with the Guaranteed Minimum Death Benefit

   .   The Death Benefit Target Date is the contract anniversary on or after
       the 80/th/ birthday of the current Owner, the oldest of either joint
       Owner or the Annuitant, if entity owned.
   .   The Highest Anniversary Value equals the highest of all previous
       "Anniversary Values" on or before the earlier of the Owner's date of
       death and the "Death Benefit Target Date".
   .   The Anniversary Value is the Account Value as of each anniversary of the
       Issue Date plus the sum of all purchase payments on or after such
       anniversary less the sum of all "Proportional Reductions" since such
       anniversary.
   .   A Proportional Reduction is a reduction to the value being measured
       caused by a withdrawal, equaling the percentage of the withdrawal as
       compared to the Account Value as of the date of the withdrawal. For
       example, if your Account Value is $10,000 and you withdraw $2,000 (a 20%
       reduction), we will reduce both your Anniversary Value and the amount
       determined by purchase payments increasing at the appropriate interest
       rate by 20%.

                                      E-1



 Calculation of Guaranteed Minimum Death Benefit
 The Guaranteed Minimum Death Benefit depends on whether death occurs before or
 after the Death Benefit Target Date.

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

 1. the Account Value in the Sub-accounts plus the Interim Value of any Fixed
    Allocations (no MVA) as of the date we receive in writing "due proof of
    death"; and

 2. the sum of all purchase payments minus the sum of all Proportional
    Reductions, each increasing daily until the Owner's date of death at a rate
    of 5.0%, subject to a limit of 200% of the difference between the sum of
    all purchase payments and the sum of all withdrawals as of the Owner's date
    of death; and

 3. the "Highest Anniversary Value" on or immediately preceding the Owner's
    date of death.

 The amount determined by this calculation is increased by any purchase
 payments received after the Owner's date of death and decreased by any
 Proportional Reductions since such date. The amount calculated in Items 1 & 3
 above may be reduced by any Credits under certain circumstances.

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

 1. the Account Value as of the date we receive in writing "due proof of death"
    (an MVA may be applicable to amounts in any Fixed Allocations); and

 2. the greater of Item 2 & 3 above on the Death Benefit Target Date plus the
    sum of all purchase payments less the sum of all Proportional Reductions
    since the Death Benefit Target Date.

 The amount calculated in Item 1 above may be reduced by any Credits under
 certain circumstances.

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

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

 Can I terminate the optional Death Benefits? Do the optional Death Benefits
 terminate under other circumstances?
 You can terminate the Enhanced Beneficiary Protection Optional Death Benefit
 and the Guaranteed Minimum Death Benefit at any time. Upon termination, you
 will be required to pay a pro-rata portion of the annual charge for the
 benefit. Both optional Death Benefits will terminate automatically on the
 Annuity Date. We may also terminate any optional Death Benefit if necessary to
 comply with our interpretation of the Code and applicable regulations.

 What Are The Charges For The Optional Death Benefits?
 We deduct a charge from your Account Value if you elect to purchase either
 optional Death Benefit. The Enhanced Beneficiary Protection Death Benefit
 costs 0.25% of Account Value. The Guaranteed Minimum Death Benefit costs 0.30%
 of the current Death Benefit. The charges for these death benefits are
 deducted in arrears each Annuity Year. No charge applies after the Annuity
 Date. We deduct the charge:

 1. on each anniversary of the Issue Date;

 2. when Account Value is transferred to our general account prior to the
    Annuity Date;

 3. if you surrender your Annuity; and

 4. if you choose to terminate the benefit (Enhanced Beneficiary Protection
    Optional Death Benefit only)

 If you surrender the Annuity, elect to begin receiving annuity payments or
 terminate the benefit on a date other than an anniversary of the Issue Date,
 the charge will be prorated. During the first year after the Issue Date, the
 charge will be prorated from the Issue Date. In all subsequent years, it would
 be prorated from the last anniversary of the Issue Date.

                                      E-2



 We first deduct the amount of the charge pro-rata from the Account Value in
 the variable investment options. We only deduct the charge pro-rata from the
 Fixed Allocations to the extent there is insufficient Account Value in the
 variable investment options to pay the charge. If your Annuity's Account Value
 is insufficient to pay the charge, we may deduct your remaining Account Value
 and terminate your Annuity. We will notify you if your Account Value is
 insufficient to pay the charge and allow you to submit an additional Purchase
 Payment to continue your Annuity.

 Please refer to the section entitled "Tax Considerations" for additional
 considerations in relation to the optional Death Benefit.

ADDITIONAL CALCULATIONS

 Examples of Enhanced Beneficiary Protection Optional Death Benefit Calculation
 The following are examples of how the Enhanced Beneficiary Protection Optional
 Death Benefit is calculated. Each example assumes that a $50,000 initial
 Purchase Payment is made and that no withdrawals are made prior to the Owner's
 death. Each example assumes that there is one Owner who is age 50 on the Issue
 Date and that all Account Value is maintained in the variable investment
 options.

      NOTE: The examples below do not include Credits which may be recovered by
      Prudential Annuities under certain circumstances.

 Example with market increase
 Assume that the Owner's Account Value has been increasing due to positive
 market performance. On the date we receive due proof of death, the Account
 Value is $75,000. The basic Death Benefit is calculated as purchase payments
 minus proportional withdrawals, or Account Value less the amount of any
 Credits applied within 12-months prior to the date of death, whichever is
 greater. Therefore, the basic Death Benefit is equal to $75,000. The Enhanced
 Beneficiary Protection Optional Death Benefit is equal to the amount payable
 under the basic Death Benefit ($75,000) PLUS 50% of the "Death Benefit Amount"
 less purchase payments reduced by proportional withdrawals.


                                                
           purchase payments               =           $50,000
           Account Value                   =           $75,000
           Basic Death Benefit             =           $75,000
           Death Benefit Amount            =           $75,000 - $50,000 = $25,000

           Amount Payable Under Enhanced Beneficiary Protection Optional Death Benefit
                                           =           $75,000 + $12,500 = $87,500


 Examples with market decline
 Assume that the Owner's Account Value has been decreasing due to declines in
 market performance. On the date we receive due proof of death, the Account
 Value is $45,000. The basic Death Benefit is calculated as purchase payments
 minus proportional withdrawals, or Account Value less the amount of any
 Credits applied within 12-months prior to the date of death, whichever is
 greater. Therefore, the basic Death Benefit is equal to $50,000. The Enhanced
 Beneficiary Protection Optional Death Benefit is equal to the amount payable
 under the basic Death Benefit ($50,000) PLUS 50% of the "Death Benefit Amount"
 less purchase payments reduced by proportional withdrawals.


                                                      
              purchase payments                =             $50,000
              Account Value                    =             $40,000
              Basic Death Benefit              =             $50,000
              Death Benefit Amount             =             $50,000 - $50,000 = $0

              Amount Payable Under Enhanced Beneficiary Protection Optional Death Benefit
                                               =             $50,000 + $0 = $50,000


 In this example you would receive no additional benefit from purchasing the
 Enhanced Beneficiary Protection Optional Death Benefit.

 Examples of Guaranteed Minimum Death Benefit Calculation
 The following are examples of how the Guaranteed Minimum Death Benefit is
 calculated. Each example assumes that a $50,000 initial Purchase Payment is
 made and that no withdrawals are made prior to the Owner's death. Each example
 assumes that there is one Owner who is age 50 on the Issue Date and that all
 Account Value is maintained in the variable investment options.

      NOTE: The examples below do not include Credits which may be recovered by
      Prudential Annuities under certain circumstances.

                                      E-3



 Example of market increase
 Assume that the Owner's Account Value has generally been increasing due to
 positive market performance. On the date we receive due proof of death, the
 Account Value is $90,000. The Highest Anniversary Value at the end of any
 previous period is $72,000. The Death Benefit would be the Account Value
 ($90,000) because it is greater than the Highest Anniversary Value ($72,000)
 or the sum of prior purchase payments increased by 5.0% annually ($73,872.77).

 Example of market decrease
 Assume that the Owner's Account Value generally increased until the fifth
 anniversary but generally has been decreasing since the fifth contract
 anniversary. On the date we receive due proof of death, the Account Value is
 $48,000. The Highest Anniversary Value at the end of any previous period is
 $54,000. The Death Benefit would be the sum of prior purchase payments
 increased by 5.0% annually ($73,872.77) because it is greater than the Highest
 Anniversary Value ($54,000) or the Account Value ($48,000).

 Example of market increase followed by decrease
 Assume that the Owner's Account Value increased significantly during the first
 six years following the Issue Date. On the sixth anniversary date the Account
 Value is $90,000. During the seventh Annuity Year, the Account Value increases
 to as high as $100,000 but then subsequently falls to $80,000 on the date we
 receive due proof of death. The Death Benefit would be the Highest Anniversary
 Value at the end of any previous period ($90,000), which occurred on the sixth
 anniversary, although the Account Value was higher during the subsequent
 period. The Account Value on the date we receive due proof of death ($80,000)
 is lower, as is the sum of all prior purchase payments increased by 5.0%
 annually ($73,872.77).

                                      E-4



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

 Prudential Annuities Life Assurance Corporation offers several deferred
 variable annuity products. Each annuity has different features and benefits
 that may be appropriate for you based on your individual financial situation
 and how you intend to use the annuity. Not all of these annuities may be
 available to you, depending on your state of residence and/or the
 broker-dealer through which your annuity was sold. You can verify which of
 these annuities is available to you by speaking to your Financial Professional
 or calling 1-800-752-6342.


 The different features and benefits may include variations on your ability to
 access funds in your Annuity without the imposition of a withdrawal charge as
 well as different ongoing fees and charges you pay to stay in the Annuity.
 Additionally, differences may exist on various optional benefits such as
 guaranteed living benefits or death benefit protection.


 Among the factors you should consider when choosing which annuity product may
 be most appropriate for your individual needs are the following:
..   Your age;

..   The amount of your investment and any planned future deposits into the
    Annuity;
..   How long you intend to hold the Annuity (also referred to as investment
    time horizon);
..   Your desire to make withdrawals from the Annuity, and the timing thereof;

..   Your investment return objectives;
..   The effect of optional benefits that may be elected,

..   The value of being able to "lock-in" growth in your Annuity after the
    initial withdrawal charge period for purposes of calculating the death
    benefit payable from the Annuity; and
..   Your desire to minimize costs and/or maximize return associated with the
    Annuity.

 The following chart outlines some of the different features for each Annuity
 sold through this prospectus. The availability of optional features, such as
 those noted in the chart, may increase the cost of the Annuity. Therefore you
 should carefully consider which features you plan to use when selecting your
 Annuity. You should also consider the investment objectives, risks, charges
 and expenses of an investment carefully before investing.

 In addition, the hypothetical illustrations below reflect the account value
 and Surrender Value of each variable annuity over a variety of holding
 periods. These charts are meant to reflect how your Annuities can grow or
 decrease depending on market conditions and the comparable value of each of
 the Annuities (which reflects the charges associated with the Annuities) under
 the assumptions noted.

 You can compare the costs of each Annuity by examining the section in this
 prospectus entitled "Summary of Contract Fees and Charges." For example, XT6
 has the highest contingent deferred sales charge ("CDSC") and has an Insurance
 charge/Distribution charge that is the same as the Insurance charge of APEX II
 and ASL II (in Annuity Years 1-10). However, XT6 offers purchase credits that
 the other Annuities do not. ASAP III has the lowest Insurance Charge in
 Annuity Years 1-10, but does not offer purchase credits. APEX II has the same
 Insurance charge as ASL II and as the Insurance charge/Distribution charge of
 XT6 (in Annuity Years 1-10), and offers the shortest CDSC period among the
 three Annuities that have a CDSC. APEX II also offers greater access to
 Profund VP portfolios than the other Annuities. ASL II does not have any CDSC,
 but offers neither a purchase credit (like XT6) nor a loyalty credit (like
 ASAP III and APEX II). As you can see, there are trade-offs associated with
 the costs and benefits provided by each of the Annuities. In choosing the
 Annuity to purchase, you should consider which features are most important to
 you, and whether the associated costs offer the greatest value to you.


 Prudential Annuities' Annuity Product Comparison. Below is a summary of
 Prudential Annuities' annuity products sold through this prospectus. You
 should consider the investment objectives, risks, charges and expenses of an
 investment in any Annuity carefully before investing. The prospectus for the
 Annuities as well as the underlying portfolio prospectuses contain this and
 other information about the variable annuities and underlying investment
 options. Your registered Financial Professional can provide you with
 prospectuses for the Annuities and the underlying portfolios and can guide you
 through Selecting the Variable Annuity That's Right for you, and help you
 decide upon the Annuity that would be most advantageous for you given your
 individual needs. Please read the prospectuses carefully before investing.
 Note that not all of the optional benefits listed are currently offered.

                                      F-1






                   ASL II         APEX II         ASAP III     XTra Credit SIX
 -----------------------------------------------------------------------------
                                                   
 Minimum       $15,000         $10,000         $1,000           $10,000
  Investment
 -----------------------------------------------------------------------------
 Maximum       No Maximum Age  85              80               75
  Issue Age
 -----------------------------------------------------------------------------
               None            4 Years (8.5%,  8 Years (7.5%,   10 Years (9%,
  Contingent                   8%, 7%, 6%)     7%, 6.5%, 6%,    9%, 8%, 7%,
  Deferred                                     5%, 4%, 3%, 2%)  6%, 5%, 4%,
  Sales                                                         3%, 2%, 1%)
  Charge                                                        (for Annuities
  Schedule                                                      issued after
                                                                11/20/06)
 -----------------------------------------------------------------------------
 Insurance     1.65%           1.65%           1.25% years      1.65% years
  and                                          1-8; 0.65%       1-10; 0.65%
  Distribution                                 years 9+         years 11+
  Charge
 -----------------------------------------------------------------------------
 Annual        Lesser of $35   Lesser of $35   Lesser of $35    Lesser of $35
  Maintenance  or 2% of        or 2% of        or 2% of         or 2% of
  Fee          Account Value   Account Value   Account Value    Account Value
               (if Account     (if Account     (if Account
               Value is less   Value is less   Value is less
               than $100,000)  than $100,000)  than $100,000)
 -----------------------------------------------------------------------------
 Contract      No              Yes.            Yes.             Yes. The
  Credit                       Generally, we   Generally, we    amount of the
                               apply a         apply a          credit applied
                               Loyalty Credit  Loyalty Credit   to a Purchase
                               to your         to your          Payment is
                               Annuity's       Annuity's        based on the
                               Account Value   Account Value    year the
                               at the end of   at the end of    Purchase
                               your fifth      your fifth       Payment is
                               Annuity year    Annuity year     received, for
                               (i.e., on your  (i.e., on your   the first 6
                               fifth Contract  fifth Annuity    years of the
                               Anniversary).   Anniversary).    contract as
                               The Loyalty     The Loyalty      follows: the
                               Credit is       Credit is        credit
                               equal to 2.75%  equal to 0.50%   percentages
                               of total        of total         for each year,
                               purchase        purchase         starting with
                               payments made   payments made    the first, are
                               during the      during the       6.50%, 5.00%,
                               first four      first four       4.00%, 3.00%,
                               Annuity years   Annuity years    2.00%, and
                               less the        less the         1.00%.
                               cumulative      cumulative       Recaptured in
                               amount of       amount of        certain
                               withdrawals     withdrawals      circumstances.
                               made            made             (Above figures
                               (including the  (including the   applicable to
                               deduction of    deduction of     new issues).
                               any CDSC        any CDSC
                               amounts)        amounts)
                               through the     through the
                               fifth Annuity   fifth Annuity
                               Anniversary.    Anniversary.
                               (Above figures  (Above figures
                               applicable to   applicable to
                               new issues).    new issues).
 -----------------------------------------------------------------------------
 Fixed         Fixed           Fixed           Fixed            Fixed
  Allocation   Allocation      Allocation      Allocation       Allocation
  (early       Available       Available       Available        Available
  withdrawals  (currently      (currently      (currently       (currently
  are          offering        offering        offering         offering
  subject      durations of:   durations of:   durations of:    durations of:
  to a         1,2,3,5,7,10    1,2,3,5,7,10    1,2,3,5,7,10     1,2,3,5,7,10
  Market       years)          years)          years)           years)
  Value
  Adjustment)
 -----------------------------------------------------------------------------
 Variable      See             See             See              See
  Investment   "Investment     "Investment     "Investment      "Investment
  Options      Options"        Options"        Options"         Options"
               section of      section of      section of       section of
               Prospectus.     Prospectus.     Prospectus.      Prospectus.
               Not all         Not all         Not all          Not all
               options         options         options          options
               available with  available with  available with   available with
               certain         certain         certain          certain
               optional        optional        optional         optional
               benefits.       benefits.       benefits.        benefits.
 -----------------------------------------------------------------------------
 Basic         If issued on    The greater     The greater      The greater
  Death        or after        of: purchase    of: purchase     of: purchase
  Benefit      July 21, 2008:  payments less   payments less    payments less
               The greater     proportional    proportional     proportional
               of: purchase    withdrawals or  withdrawals or   withdrawals or
               payments less   account value   account value    account value
               proportional    (no MVA         (no MVA          (no MVA
               withdrawals or  Applied).       Applied).        Applied) less
               account value                                    an amount
               (no MVA                                          equal to the
               Applied).                                        credits
                                                                applied within
                                                                the 12 months
                                                                prior to date
                                                                of death.
 -----------------------------------------------------------------------------
 Optional      Enhanced        EBP II,         EBP II,          EBP II,
  Death        Beneficiary     HDV,            HDV,             HDV,
  Benefits     Protection      HAV,            HAV,             HAV,
  (for an      (EBPII),        Combo 5%        Combo 5%         Combo 5%
  additional   Highest Daily   Roll-up/HAV     Roll-up/HAV      Roll-up/HAV
  cost)        Value (HDV),
               Highest
               Anniversary
               Value (HAV),
               Combo 5% Roll
               Up/HAV
 -----------------------------------------------------------------------------



                                      F-2






                  ASL II         APEX II         ASAP III     XTra Credit SIX
  ---------------------------------------------------------------------------
                                                  
  Living      GRO/ GRO Plus,  GRO/ GRO Plus,  GRO/ GRO Plus,   GRO/ GRO Plus,
   Benefits   HD GRO,         HD GRO,         HD GRO,          HD GRO,
   (for an    Guaranteed      GMWB,           GMWB,            GMWB,
   additional Minimum         GMIB,           GMIB, Lifetime   GMIB,
   cost)      Withdrawal      Lifetime Five,  Five,            Lifetime Five,
              Benefit         Spousal         Spousal          Spousal
              (GMWB),         Lifetime Five,  Lifetime Five,   Lifetime Five,
              Guaranteed      Highest Daily   Highest Daily    Highest Daily
              Minimum Income  Lifetime Five,  Lifetime Five,   Lifetime Five,
              Benefit         Highest Daily   Highest Daily    Highest Daily
              (GMIB),         Lifetime Seven, Lifetime Seven,  Lifetime
              Lifetime Five,  Spousal         Spousal          Seven, Spousal
              Spousal         Highest Daily   Highest Daily    Highest Daily
              Lifetime Five,  Lifetime Seven  Lifetime Seven   Lifetime
              Highest Daily   (including      (including       Seven,
              Lifetime Five,  "Plus"          "Plus"           (including
              Highest Daily   versions)       versions)        "Plus"
              Lifetime                                         versions)
              Seven, Spousal
              Highest Daily
              Lifetime Seven
              (including
              "Plus"
              versions)
  ---------------------------------------------------------------------------
  Annuity     Not Available   Available       Available        Available
   Rewards                    after initial   after initial    after initial
                              withdrawal      withdrawal       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%, 6% and 10% respectively.

   .   No subsequent deposits or withdrawals are made from the Annuity.
   .   The hypothetical gross rates of return are reduced by the arithmetic
       average of the fees and expenses of the underlying portfolios and the
       charges that are deducted from the Annuity at the Separate Account level
       as follows:

   .   1.21% (for ASL II, ASAP III, and XT6) and 1.41% for APEX II. based on
       the fees and expenses of the underlying portfolios as of December 31,
       2008. The arithmetic average of all fund expenses is computed by adding
       portfolio management fees, 12b-1 fees and other expenses of all of the
       underlying portfolios and then dividing by the number of portfolios. For
       purposes of the illustrations, we do not reflect any expense
       reimbursements or expense waivers that might apply and are described in
       the prospectus fee table.

   .   The Separate Account level charges include the Insurance Charge and
       Distribution Charge (as applicable).
   .   The Account Value and Surrender Value are further reduced by the annual
       maintenance fee. For XTra Credit SIX, APEX II, and ASAP III, the Account
       Value and Surrender Value also reflect the addition of any applicable
       credits.

                                      F-3



 The Account Value assumes no surrender, while the Surrender Value assumes a
 100% surrender two days prior to the anniversary of the Issue Date of the
 Annuity ("Annuity Anniversary"), therefore reflecting the withdrawal charge
 applicable to that Annuity year. Note that a withdrawal on the Annuity
 Anniversary would be subject to the withdrawal charge applicable to the next
 Annuity year, which usually is lower. The values that you actually experience
 under an Annuity will be different than what is depicted here if any of the
 assumptions we make here differ from your circumstances, however the relative
 values for each Annuity reflected below will remain the same. (We will provide
 you with a personalized illustration upon request).




             ------------------------------------------------------------------------
             0% Gross Rate of Return 6% Gross Rate of Return 10% Gross Rate of Return
                   APEX II                 APEX II                 APEX II
             ------------------------------------------------------------------------
             Net rate return of      Net rate of return      Net rate of return
             All years    -3.04%     All years     2.78%     All years      6.66%
             ------------------------------------------------------------------------
              Account    Surrender    Account    Surrender    Account     Surrender
        Year   Value       Value       Value       Value       Value        Value
        -----------------------------------------------------------------------------
                                                        
          1   96,971      88,471      102,773      94,273     106,641       98,141
        -----------------------------------------------------------------------------
          2   93,993      85,993      105,632      97,632     113,743      105,743
        -----------------------------------------------------------------------------
          3   91,105      84,105      108,569     101,569     121,317      114,317
        -----------------------------------------------------------------------------
          4   88,304      82,304      111,589     105,589     129,397      123,397
        -----------------------------------------------------------------------------
          5   85,588      85,588      114,692     114,692     138,014      138,014
        -----------------------------------------------------------------------------
          6   85,622      85,622      120,708     120,708     150,138      150,138
        -----------------------------------------------------------------------------
          7   82,988      82,988      124,065     124,065     160,136      160,136
        -----------------------------------------------------------------------------
          8   80,434      80,434      127,515     127,515     170,801      170,801
        -----------------------------------------------------------------------------
          9   77,958      77,958      131,061     131,061     182,175      182,175
        -----------------------------------------------------------------------------
         10   75,556      75,556      134,706     134,706     194,307      194,307
        -----------------------------------------------------------------------------
         11   73,228      73,228      138,453     138,453     207,248      207,248
        -----------------------------------------------------------------------------
         12   70,970      70,970      142,303     142,303     221,049      221,049
        -----------------------------------------------------------------------------
         13   68,781      68,781      146,261     146,261     235,770      235,770
        -----------------------------------------------------------------------------
         14   66,658      66,658      150,328     150,328     251,472      251,472
        -----------------------------------------------------------------------------
         15   64,600      64,600      154,509     154,509     268,219      268,219
        -----------------------------------------------------------------------------
         16   62,605      62,605      158,806     158,806     286,081      286,081
        -----------------------------------------------------------------------------
         17   60,669      60,669      163,222     163,222     305,133      305,133
        -----------------------------------------------------------------------------
         18   58,793      58,793      167,762     167,762     325,453      325,453
        -----------------------------------------------------------------------------
         19   56,974      56,974      172,427     172,427     347,127      347,127
        -----------------------------------------------------------------------------
         20   55,210      55,210      177,222     177,222     370,244      370,244
        -----------------------------------------------------------------------------
         21   53,499      53,499      182,151     182,151     394,901      394,901
        -----------------------------------------------------------------------------
         22   51,841      51,841      187,217     187,217     421,200      421,200
        -----------------------------------------------------------------------------
         23   50,232      50,232      192,424     192,424     449,250      449,250
        -----------------------------------------------------------------------------
         24   48,673      48,673      197,775     197,775     479,168      479,168
        -----------------------------------------------------------------------------
         25   47,161      47,161      203,275     203,275     511,079      511,079
        -----------------------------------------------------------------------------



 Assumptions:

 a. $100,000 initial investment


 b. Fund Expenses = 1.41%


 c. No optional death benefits or living benefits elected

 d. Annuity was issued on or after February 13, 2006


 e. Surrender value assumes surrender 2 days before Annuity anniversary


                                      F-4






                ------------------------------------------------------------------------
                0% Gross Rate of Return 6% Gross Rate of Return 10% Gross Rate of Return
                    ASAP III                ASAP III                ASAP III
                ------------------------------------------------------------------------
                Net rate of return      Net rate of return      Net rate of return
                Yrs 1-8     -2.44%      Yrs 1-8      3.41%      Yrs 1-8       7.31%
                Yrs 9+      -1.85%      Yrs 9+       4.04%      Yrs 9+        7.96%
                ------------------------------------------------------------------------
                Account    Surrender    Account    Surrender    Account     Surrender
           Year  Value       Value       Value       Value       Value        Value
           -----------------------------------------------------------------------------
                                                          
             1  97,562      89,062      103,399      94,899     107,290       98,790
           -----------------------------------------------------------------------------
             2  95,142      88,142      106,923      99,923     115,133      108,133
           -----------------------------------------------------------------------------
             3  92,782      86,282      110,568     104,068     123,550      117,050
           -----------------------------------------------------------------------------
             4  90,480      84,480      114,336     108,336     132,583      126,583
           -----------------------------------------------------------------------------
             5  88,233      83,233      118,233     113,233     142,275      137,275
           -----------------------------------------------------------------------------
             6  86,530      82,530      122,780     118,780     153,213      149,213
           -----------------------------------------------------------------------------
             7  84,380      81,380      126,965     123,965     164,414      161,414
           -----------------------------------------------------------------------------
             8  82,283      80,283      131,293     129,293     176,434      174,434
           -----------------------------------------------------------------------------
             9  80,723      80,723      136,590     136,590     190,479      190,479
           -----------------------------------------------------------------------------
            10  79,194      79,194      142,104     142,104     205,647      205,647
           -----------------------------------------------------------------------------
            11  77,693      77,693      147,840     147,840     222,021      222,021
           -----------------------------------------------------------------------------
            12  76,219      76,219      153,808     153,808     239,700      239,700
           -----------------------------------------------------------------------------
            13  74,773      74,773      160,017     160,017     258,787      258,787
           -----------------------------------------------------------------------------
            14  73,354      73,354      166,477     166,477     279,393      279,393
           -----------------------------------------------------------------------------
            15  71,961      71,961      173,197     173,197     301,640      301,640
           -----------------------------------------------------------------------------
            16  70,594      70,594      180,188     180,188     325,659      325,659
           -----------------------------------------------------------------------------
            17  69,252      69,252      187,462     187,462     351,590      351,590
           -----------------------------------------------------------------------------
            18  67,935      67,935      195,030     195,030     379,586      379,586
           -----------------------------------------------------------------------------
            19  66,642      66,642      202,902     202,902     409,811      409,811
           -----------------------------------------------------------------------------
            20  65,374      65,374      211,093     211,093     442,442      442,442
           -----------------------------------------------------------------------------
            21  64,129      64,129      219,614     219,614     477,673      477,673
           -----------------------------------------------------------------------------
            22  62,907      62,907      228,479     228,479     515,708      515,708
           -----------------------------------------------------------------------------
            23  61,707      61,707      237,703     237,703     556,772      556,772
           -----------------------------------------------------------------------------
            24  60,530      60,530      247,298     247,298     601,106      601,106
           -----------------------------------------------------------------------------
            25  59,374      59,374      257,281     257,281     648,970      648,970
           -----------------------------------------------------------------------------



 Assumptions:

 a. $100,000 initial investment


 b. Fund Expenses = 1.21%


 c. No optional death benefits or living benefits elected

 d. Annuity was issued on or after February 13, 2006


 e. Surrender value assumes surrender 2 days before Annuity anniversary


                                      F-5






              ------------------------------------------------------------------------
              0% Gross Rate of Return 6% Gross Rate of Return 10% Gross Rate of Return
                Xtra Credit 6           Xtra Credit 6           Xtra Credit 6
              ------------------------------------------------------------------------
              Net rate of return      Net rate of return      Net rate of return
              Yrs 1-10     -2.84%     Yrs 1-10      2.99%     Yrs 1-10      6.88%
              Yrs 11+      -1.85%     Yrs 11+       4.04%     Yrs 11+       7.96%
              ------------------------------------------------------------------------
              Account     Surrender   Account     Surrender   Account     Surrender
         Year  Value        Value      Value        Value      Value        Value
         -----------------------------------------------------------------------------
                                                        
           1  103,484      94,484     109,675      100,675    113,802      104,802
         -----------------------------------------------------------------------------
           2  100,511      91,511     112,918      103,918    121,590      112,590
         -----------------------------------------------------------------------------
           3   97,622      89,622     116,257      108,257    129,913      121,913
         -----------------------------------------------------------------------------
           4   94,816      87,816     119,697      112,697    138,808      131,808
         -----------------------------------------------------------------------------
           5   92,089      86,089     123,239      117,239    148,315      142,315
         -----------------------------------------------------------------------------
           6   89,439      84,439     126,888      121,888    158,476      153,476
         -----------------------------------------------------------------------------
           7   86,865      82,865     130,645      126,645    169,335      165,335
         -----------------------------------------------------------------------------
           8   84,364      81,364     134,515      131,515    180,941      177,941
         -----------------------------------------------------------------------------
           9   81,934      79,934     138,500      136,500    193,345      191,345
         -----------------------------------------------------------------------------
          10   79,573      78,573     142,605      141,605    206,602      205,602
         -----------------------------------------------------------------------------
          11   78,063      78,063     148,321      148,321    223,009      223,009
         -----------------------------------------------------------------------------
          12   76,583      76,583     154,272      154,272    240,729      240,729
         -----------------------------------------------------------------------------
          13   75,130      75,130     160,463      160,463    259,860      259,860
         -----------------------------------------------------------------------------
          14   73,704      73,704     166,904      166,904    280,514      280,514
         -----------------------------------------------------------------------------
          15   72,305      72,305     173,605      173,605    302,812      302,812
         -----------------------------------------------------------------------------
          16   70,931      70,931     180,576      180,576    326,886      326,886
         -----------------------------------------------------------------------------
          17   69,583      69,583     187,829      187,829    352,877      352,877
         -----------------------------------------------------------------------------
          18   68,260      68,260     195,375      195,375    380,938      380,938
         -----------------------------------------------------------------------------
          19   66,961      66,961     203,225      203,225    411,233      411,233
         -----------------------------------------------------------------------------
          20   65,687      65,687     211,393      211,393    443,940      443,940
         -----------------------------------------------------------------------------
          21   64,436      64,436     219,890      219,890    479,252      479,252
         -----------------------------------------------------------------------------
          22   63,208      63,208     228,730      228,730    517,375      517,375
         -----------------------------------------------------------------------------
          23   62,003      62,003     237,926      237,926    558,534      558,534
         -----------------------------------------------------------------------------
          24   60,820      60,820     247,494      247,494    602,970      602,970
         -----------------------------------------------------------------------------
          25   59,659      59,659     257,449      257,449    650,945      650,945
         -----------------------------------------------------------------------------



 Assumptions:

 a. $100,000 initial investment


 b. Fund Expenses = 1.21%


 c. No optional death benefits or living benefits elected

 d. Annuity was issued on or after February 13, 2006


 e. Surrender value assumes surrender 2 days before Annuity anniversary


                                      F-6






             ------------------------------------------------------------------------
             0% Gross Rate of Return 6% Gross Rate of Return 10% Gross Rate of Return
                   ASL II                  ASL II                  ASL II
             ------------------------------------------------------------------------
             Net rate of return      Net rate of return      Net rate of return
             All years    -2.84%     All years     2.99%     All years      6.88%
             ------------------------------------------------------------------------
              Account    Surrender    Account    Surrender    Account     Surrender
        Year   Value       Value       Value       Value       Value        Value
        -----------------------------------------------------------------------------
                                                        
          1   97,168      97,168      102,981     102,981     106,856      106,856
        -----------------------------------------------------------------------------
          2   94,374      94,374      106,060     106,060     114,204      114,204
        -----------------------------------------------------------------------------
          3   91,660      91,660      109,231     109,231     122,057      122,057
        -----------------------------------------------------------------------------
          4   89,023      89,023      112,496     112,496     130,449      130,449
        -----------------------------------------------------------------------------
          5   86,460      86,460      115,859     115,859     139,419      139,419
        -----------------------------------------------------------------------------
          6   83,971      83,971      119,323     119,323     149,005      149,005
        -----------------------------------------------------------------------------
          7   81,552      81,552      122,890     122,890     159,251      159,251
        -----------------------------------------------------------------------------
          8   79,202      79,202      126,564     126,564     170,201      170,201
        -----------------------------------------------------------------------------
          9   76,919      76,919      130,348     130,348     181,904      181,904
        -----------------------------------------------------------------------------
         10   74,700      74,700      134,245     134,245     194,411      194,411
        -----------------------------------------------------------------------------
         11   72,544      72,544      138,258     138,258     207,779      207,779
        -----------------------------------------------------------------------------
         12   70,450      70,450      142,391     142,391     222,066      222,066
        -----------------------------------------------------------------------------
         13   68,415      68,415      146,648     146,648     237,335      237,335
        -----------------------------------------------------------------------------
         14   66,438      66,438      151,032     151,032     253,654      253,654
        -----------------------------------------------------------------------------
         15   64,517      64,517      155,548     155,548     271,095      271,095
        -----------------------------------------------------------------------------
         16   62,651      62,651      160,198     160,198     289,735      289,735
        -----------------------------------------------------------------------------
         17   60,838      60,838      164,987     164,987     309,657      309,657
        -----------------------------------------------------------------------------
         18   59,076      59,076      169,919     169,919     330,949      330,949
        -----------------------------------------------------------------------------
         19   57,364      57,364      174,999     174,999     353,705      353,705
        -----------------------------------------------------------------------------
         20   55,701      55,701      180,231     180,231     378,026      378,026
        -----------------------------------------------------------------------------
         21   54,085      54,085      185,619     185,619     404,019      404,019
        -----------------------------------------------------------------------------
         22   52,515      52,515      191,168     191,168     431,799      431,799
        -----------------------------------------------------------------------------
         23   50,990      50,990      196,883     196,883     461,489      461,489
        -----------------------------------------------------------------------------
         24   49,507      49,507      202,769     202,769     493,221      493,221
        -----------------------------------------------------------------------------
         25   48,067      48,067      208,831     208,831     527,135      527,135
        -----------------------------------------------------------------------------



 Assumptions:

 a. $100,000 initial investment


 b. Fund Expenses = 1.21%


 c. No optional death benefits or living benefits elected

 d. Annuity was issued on or after February 13, 2006


 e. Surrender value assumes surrender 2 days before Annuity anniversary


                                      F-7



     APPENDIX G - 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
 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


 FORMULA FOR CONTRACTS WITH 90% CAP FEATURE

 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


 If you elect this feature, the following replaces the "Transfer Calculation"
 above.

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

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

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

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


                                      
                      Target Ratio r    =    (L - F) / V


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

   .   If r (less than) C\\l\\ and there are currently assets in the Benefit
       Fixed Rate Account (F (greater than) 0), assets in the Benefit Fixed
       Rate Account are transferred to the Permitted Sub-accounts.

                                      G-2



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


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


                 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, and apply
    whether or not the 90% cap is elected.

                                      G-3



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




                                     ASL II NY                          APEX II NY
-----------------------------------------------------------------------------------------------------
                                                         
Minimum Investment               $15,000                               $10,000
-----------------------------------------------------------------------------------------------------
Maximum Issue Age                Annuitant 85;                         Annuitant 85
                                 Owner None                            Oldest Owner 85
-----------------------------------------------------------------------------------------------------
Contingent Deferred Sales        None                                  4 Years
 Charge Schedule                                                       (7%, 6%, 5%, 4%)
                                                                       (Applied to purchase
                                                                       payments based on the
                                                                       inception date of the
                                                                       Annuity)

-----------------------------------------------------------------------------------------------------
Insurance Charge                 1.65%                                 1.65%
-----------------------------------------------------------------------------------------------------
Distribution Charge              N/A                                   N/A

-----------------------------------------------------------------------------------------------------
Annual Maintenance Fee           Lesser of $30 or 2% of                Lesser of $30 or 2% of
                                 Account Value Waived for              Account Value Waived for
                                 Account Values exceeding              Account Values exceeding
                                 $100,000                              $100,000
-----------------------------------------------------------------------------------------------------
Transfer Fee                     $10 after twenty in any               $10 after twenty in any
                                 annuity year. May be                  annuity year.
                                 increased to $15 after eight
                                 in any annuity year
-----------------------------------------------------------------------------------------------------
Contract Credit                  No                                    Yes. Effective for
                                                                       Contracts issued on or after
                                                                       June 20, 2005. Generally
                                                                       we apply a Loyalty Credit
                                                                       to your Annuity's Account
                                                                       Value at the end of your
                                                                       fifth contract year (i.e. on
                                                                       your fifth Contract
                                                                       Anniversary). Currently
                                                                       the Loyalty Credit is equal
                                                                       to 2.75% of total purchase
                                                                       payments made during the
                                                                       first four contract years
                                                                       less the cumulative amount
                                                                       of withdrawals made
                                                                       (including the deduction of
                                                                       any CDSC amounts)
                                                                       through the fifth Contract
                                                                       Anniversary
-----------------------------------------------------------------------------------------------------
Fixed Allocation (If             Fixed Allocations                     Fixed Allocations
 available, early                Available (Currently                  Available (Currently
 withdrawals are subject         offering durations of: 5, 7,          offering durations of: 5, 7,
 to a Market Value               and 10 years) The MVA                 and 10 years) The MVA
 Adjustment) ("MVA")             formula for NY is [(1+I)/             formula for NY is [(1+I)/
                                 (1+J)] N/365 The MVA                  (1+J)] N/365 The MVA
                                 formula does not apply                formula does not apply
                                 during the 30 day period              during the 30 day period
                                 immediately before the end            immediately before the end
                                 of the Guarantee Period.              of the Guarantee Period.

-----------------------------------------------------------------------------------------------------
Variable Investment              All options generally                 All options generally
 Options                         available except where                available except where
                                 restrictions apply when               restrictions apply when
                                 certain riders are                    certain riders are
                                 purchased. ProFund                    purchased. ProFund
                                 Portfolios are restricted for         Portfolios are restricted for
                                 ASL II, ASAP III, and                 ASL II, ASAP III, and
                                 XTra Credit SIX.                      XTra Credit SIX.
-----------------------------------------------------------------------------------------------------





                                    ASAP III NY                         XTra Credit SIX NY
-------------------------------------------------------------------------------------------------------------
                                                             
Minimum Investment                   $1,000                                     $10,000
-------------------------------------------------------------------------------------------------------------
Maximum Issue Age                    Annuitant 85                               Annuitant 85
                                     Oldest Owner 80                            Oldest Owner 75
-------------------------------------------------------------------------------------------------------------
Contingent Deferred Sales            7 Years                                    10 Years
 Charge Schedule                     (7%, 6%, 5%, 4%, 3%,                       (9%, 9%, 8%, 7%, 6%,
                                     2%, 1%) (Applied to                        5%, 4%, 3%, 2%, 1%)
                                     purchase payments based                    (Applied to purchase
                                     on the inception date of the               payments based on the
                                     Annuity)                                   inception date of the
                                                                                Annuity)
-------------------------------------------------------------------------------------------------------------
Insurance Charge                     0.65%                                      0.65%
-------------------------------------------------------------------------------------------------------------
Distribution Charge                  0.60% annuity years 1-7                    1.00% annuity years 1-10
                                     0.0% annuity years 8+                      0.00% annuity years 11+
-------------------------------------------------------------------------------------------------------------
Annual Maintenance Fee               Lesser of $30 or 2% of                     Lesser of $30 or 2% of
                                     Account Value Waived for                   Account Value
                                     Account Values exceeding
                                     $100,000
-------------------------------------------------------------------------------------------------------------
Transfer Fee                         $10 after twenty in any                    $10 after twenty in any
                                     annuity year. May be                       annuity year
                                     increased to $15 after eight
                                     in any annuity year
-------------------------------------------------------------------------------------------------------------
Contract Credit                      Yes. Effective for                         Yes The amount of the
                                     Contracts issued on or after               credit applied to a Purchase
                                     July 24, 2006. Generally                   Payment is based on the
                                     we apply a Loyalty Credit                  year the Purchase Payment
                                     to your Annuity's Account                  is received, for the first 6
                                     Value at the end of your                   years of the contract.
                                     fifth contract year (i.e. on               Currently the credit
                                     your fifth Contract                        percentages for each year
                                     Anniversary). Currently                    starting with the first year
                                     the Loyalty Credit is equal                are: 6.50%, 5.00%, 4.00%,
                                     to 0.50% of total purchase                 3.00%, 2.00%, and 1.00%.
                                     payments made during the
                                     first four contract years
                                     less the cumulative amount
                                     of withdrawals made
                                     (including the deduction of
                                     any CDSC amounts)
                                     through the fifth Contract
                                     Anniversary
-------------------------------------------------------------------------------------------------------------
Fixed Allocation (If                 Fixed Allocations                          No
 available, early                    Available (Currently
 withdrawals are subject             offering durations of: 2, 3,
 to a Market Value                   5, 7, and 10 years) The
 Adjustment) ("MVA")                 MVA formula for NY is
                                     [(1+I)/(1+J)] N/365 The
                                     MVA formula does not
                                     apply during the 30 day
                                     period immediately before
                                     the end of the Guarantee
                                     Period.
-------------------------------------------------------------------------------------------------------------
Variable Investment                  All options generally                      All options generally
 Options                             available except where                     available except where
                                     restrictions apply when                    restrictions apply when
                                     certain riders are                         certain riders are
                                     purchased. ProFund                         purchased. ProFund
                                     Portfolios are restricted for              Portfolios are restricted for
                                     ASL II, ASAP III, and                      ASL II, ASAP III, and
                                     XTra Credit SIX.                           XTra Credit SIX.
-------------------------------------------------------------------------------------------------------------



                                      H-1






                                       ASL II NY                           APEX II NY
-------------------------------------------------------------------------------------------------------
                                                            
Basic Death Benefit                  The greater of: purchase             The greater of: purchase
                                     payments less proportional           payments less proportional
                                     withdrawals or Account               withdrawals or Account
                                     Value (variable) plus                Value (variable) plus
                                     Interim Value (fixed). (No           Interim Value (fixed). (No
                                     MVA applied)                         MVA applied)


-------------------------------------------------------------------------------------------------------
Optional Death Benefits              Highest Anniversary Value            HAV
 (for an additional cost)/1/         (HAV)
-------------------------------------------------------------------------------------------------------
Optional Living Benefits             GRO Plus, GRO Plus 2008              GRO Plus, GRO Plus 2008
 (for an additional cost)/2/         Guaranteed Minimum                   GMWB, GMIB, Lifetime
                                     Withdrawal Benefit,                  Five, Spousal Lifetime
                                     (GMWB), Guaranteed                   Five, Highest Daily
                                     Minimum Income Benefit               Lifetime Five, Highest
                                     (GMIB), Lifetime Five,               Daily Lifetime Seven,
                                     Spousal Lifetime Five,               Spousal Highest Daily
                                     Highest Daily Lifetime               Lifetime Seven, Highest
                                     Five, Highest Daily                  Daily GRO, (Highest Daily
                                     Lifetime Seven, Spousal              Lifetime 7 Plus and
                                     Highest Daily Lifetime               Spousal Highest Daily
                                     Seven, Highest Daily                 Lifetime 7 Plus
                                     GRO, (Highest Daily
                                     Lifetime 7 Plus and
                                     Spousal Highest Daily
                                     Lifetime 7 Plus
-------------------------------------------------------------------------------------------------------
Annuity Rewards/3/                   No                                   Available after initial
                                                                          CDSC period
-------------------------------------------------------------------------------------------------------
Annuitization Options                Fixed option only Annuity            Fixed option only Annuity
                                     date cannot exceed the first         date cannot exceed the first
                                     day of the calendar month            day of the calendar month
                                     following Annuitant's 90/th/         following Annuitant's 90/th/
                                     birthday. The maximum                birthday. The maximum
                                     Annuity Date is based on             Annuity Date is based on
                                     the first Owner or                   the first Owner or
                                     Annuitant to reach the               Annuitant to reach the
                                     maximum age, as indicated            maximum age, as indicated
                                     in your Annuity.                     in your Annuity.
-------------------------------------------------------------------------------------------------------





                                      ASAP III NY                        XTra Credit SIX NY
---------------------------------------------------------------------------------------------------------------
                                                              
Basic Death Benefit                    The greater of: purchase                    The greater of: purchase
                                       payments less proportional                  payments less proportional
                                       withdrawals or Account                      withdrawals or Account
                                       Value (variable) plus                       Value (variable) (No MVA
                                       Interim Value (fixed). (No                  applied) (No recapture of
                                       MVA applied)                                credits applied within 12
                                                                                   months prior to date of
                                                                                   death)
---------------------------------------------------------------------------------------------------------------
Optional Death Benefits                HAV                                         HAV
 (for an additional cost)/1/
---------------------------------------------------------------------------------------------------------------
Optional Living Benefits               GRO Plus, GRO Plus 2008                     GRO Plus, GRO Plus 2008
 (for an additional cost)/2/           GMWB, GMIB, Lifetime                        GMWB, GMIB, Lifetime
                                       Five, Spousal Lifetime                      Five, Spousal Lifetime
                                       Five, Highest Daily                         Five, Highest Daily
                                       Lifetime Five, Highest                      Lifetime Five, Highest
                                       Daily Lifetime Seven,                       Daily Lifetime Seven,
                                       Spousal Highest Daily                       Spousal Highest Daily
                                       Lifetime Seven, Highest                     Lifetime Seven, Highest
                                       Daily GRO, (Highest Daily                   Daily GRO, (Highest Daily
                                       Lifetime 7 Plus and                         Lifetime 7 Plus and
                                       Spousal Highest Daily                       Spousal Highest Daily
                                       Lifetime 7 Plus                             Lifetime 7 Plus




---------------------------------------------------------------------------------------------------------------
Annuity Rewards/3/                     Available after initial                     Available after initial
                                       CDSC period                                 CDSC period
---------------------------------------------------------------------------------------------------------------
Annuitization Options                  Fixed option only Annuity                   Fixed option only Annuity
                                       date cannot exceed the first                date cannot exceed the first
                                       day of the calendar month                   day of the calendar month
                                       following Annuitant's 90/th/                following Annuitant's 90/th/
                                       birthday. The maximum                       birthday. The maximum
                                       Annuity Date is based on                    Annuity Date is based on
                                       the first Owner or                          the first Owner or
                                       Annuitant to reach the                      Annuitant to reach the
                                       maximum age, as indicated                   maximum age, as indicated
                                       in your Annuity.                            in your Annuity.
---------------------------------------------------------------------------------------------------------------



 (1)For more information on these benefits, refer to the "Death Benefit"
    section in the Prospectus.
 (2)For more information on these benefits, refer to the "Living Benefits"
    section in the Prospectus. Highest Daily Lifetime Seven with Beneficiary
    Income Option (BIO), Spousal Highest Daily Lifetime Seven with Beneficiary
    Income Option (BIO), Highest Daily Lifetime Seven with Lifetime Income
    Accelerator (LIA), Highest Daily Lifetime 7 Plus with BIO, Spousal Highest
    Daily Lifetime 7 Plus with BIO and Highest Daily Lifetime 7 Plus with LIA
    are not currently available in New York.
 (3)The Annuity rewards benefit offers Owners an ability to increase the
    guaranteed death benefit so that the death benefit will at least equal the
    Annuity's Account Value on the effective date of the Annuity Rewards
    benefits, if the terms of the Annuity Rewards benefit are met.

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

                                      H-2



        APPENDIX I - FORMULA UNDER GRO PLUS 2008 AND HIGHEST DAILY GRO

 THE FOLLOWING ARE THE TERMS AND DEFINITIONS REFERENCED IN THE TRANSFER
 CALCULATION FORMULA:
   .   AV is the current Account Value of the Annuity

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

   .   B is the total current value of the AST bond portfolio Sub-account

   .   C\\l\\ is the lower target value. Currently, it is 79%.

   .   C\\t\\ is the middle target value. Currently, it is 82%.

   .   C\\u\\ is the upper target value. Currently, it is 85%.

 For each guarantee provided under the benefit,
   .   G\\i\\ is the guarantee amount
   .   N\\i\\ is the number of days until the maturity date
   .   d\\i\\ is the discount rate applicable to the number of days until the
       maturity date. It is determined with reference to a benchmark index,
       reduced by the Discount Rate Adjustment. Once selected, we will not
       change the applicable benchmark index. However, if the benchmark index
       is discontinued, we will substitute a successor benchmark index, if
       there is one. Otherwise we will substitute a comparable benchmark index.
       We will obtain any required regulatory approvals prior to substitution
       of the benchmark index.

 The formula, which is set on the Effective Date and is not changed while the
 Rider is in effect, determines, on each Valuation Day, when a transfer is
 required.

 The formula begins by determining the value on that Valuation Day that, if
 appreciated at the applicable discount rate, would equal the guarantee amount
 at the end of the Base Guarantee Period or Step-Up Guarantee Period. We call
 the greatest of these values the "current liability (L)."


      
   L    =    MAX(L\\i\\), where L\\i\\ = G\\i\\ / (1 + d\\i\\) / (Ni/365) /.


 Next the formula calculates the following formula ratio:


                               
                            r    =    (L - B) / V.


 If the formula ratio exceeds an upper target value, then all or a portion of
 the Account Value will be transferred to the bond fund Sub-account associated
 with the current liability. If at the time we make a transfer to the bond fund
 Sub-account associated with the current liability there is Account Value
 allocated to a bond fund Sub-account not associated with the current
 liability, we will transfer all assets from that bond fund Sub-account to the
 bond fund Sub-account associated with the current liability.

 The formula will transfer assets into the Transfer Account if r (greater than)
 C\\u\\.

 The transfer amount is calculated by the following formula:


               
            T    =    {Min(V, [L - B - V * C\\t\\] / (1 - C\\t\\))}


 If the formula ratio is less than a lower target value and there are assets in
 the Transfer Account, then the formula will transfer assets out of the
 Transfer Account into the elected Sub-accounts.

 The transfer amount is calculated by the following formula:


              
           T    =    {Min(B, - [L - B - V * C\\t\\] / (1 - C\\t\\))}


 If following a transfer to the elected Sub-accounts, there are assets
 remaining in a bond fund Sub-account not associated with the current
 liability, we will transfer all assets from that bond fund Sub-account to the
 bond fund Sub-account associated with the current liability.

                                      I-1



  APPENDIX J - FORMULA UNDER HIGHEST DAILY LIFETIME SEVEN INCOME BENEFIT AND
              SPOUSAL HIGHEST DAILY LIFETIME SEVEN INCOME BENEFIT

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

 1. Formula for Contracts Issued on or after July 21, 2008
 (Without Election of 90% Cap Feature)

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

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

   .   C\\l\\ - the lower target is established on the Effective Date and is
       not changed for the life of the guarantee. Currently, it is 77%.

   .   L - the target value as of the current business day.

   .   r - the target ratio.

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

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

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

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

   .   P - Income Basis. Prior to the first withdrawal, the Income Basis is the
       Protected Withdrawal Value calculated as if the first withdrawal were
       taken on the date of calculation. After the first withdrawal, the Income
       Basis is equal to the greater of (1) the Protected Withdrawal Value at
       the time of the first withdrawal, adjusted for additional purchase
       payments including the amount of any associated Credits, and adjusted
       proportionally for excess withdrawals*, (2) any highest quarterly value
       increased for additional purchase payments including the amount of any
       associated Credits, and adjusted for withdrawals, and (3) the Account
       Value.

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

 *  Note: withdrawals of less than the Annual Income Amount do not reduce the
    Income Basis.

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


                               
                            L    =    0.05 * P * a


 TRANSFER CALCULATION:
 The following formula, which is set on the Benefit Effective Date and is not
 changed for the life of the guarantee, determines when a transfer is required:


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


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

       .   If r (less than) C\\l\\, and there are currently assets in the AST
           Investment Grade Bond Portfolio Sub-account (B (greater than) 0),
           assets in the AST Investment Grade Bond Portfolio Sub-account are
           transferred to the Permitted Sub-accounts according to most recent
           allocation instructions.

                                      J-1



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


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

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


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

 {Min (B, - [L - B - (V\\V\\ + V\\F\\)* C\\t\\] / (1 - C\\t\\))}       Money is transferred from the AST Investment
                                                                        Grade Bond Sub-account to the Permitted Sub-
                                                                        accounts


 2. Formula for Contracts Issued Prior to 7/21/08
 (Without Election of 90% Cap Feature)

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

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

       .   C\\l\\ - the lower target is established on the Effective Date and
           is not changed for the life of the guarantee. Currently, it is 77%.

       .   L - the target value as of the current business day.

       .   r - the target ratio.

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

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

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

       .   P - Income Basis. Prior to the first withdrawal, the Income Basis is
           the Protected Withdrawal Value calculated as if the first withdrawal
           were taken on the date of calculation. After the first withdrawal,
           the Income Basis is equal to the greater of (1) the Protected
           Withdrawal Value at the time of the first withdrawal, adjusted for
           additional purchase payments including the amount of any associated
           Credits, and adjusted proportionally for excess withdrawals*,
           (2) any highest quarterly value increased for additional purchase
           payments including the amount of any associated Credits, and
           adjusted for withdrawals, and (3) the Account Value.

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

 *  Note: withdrawals of less than the Annual Income Amount do not reduce the
    Income Basis.

 TARGET VALUE CALCULATION:
 On each business day, a target value (L) is calculated, according to the
 following formula. If the variable account value (V) is equal to zero, no
 calculation is necessary.


                               
                            L    =    0.05 * P * a


 TRANSFER CALCULATION:
 The following formula, which is set on the Benefit Effective Date and is not
 changed for the life of the guarantee, determines when a transfer is required:


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


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

       .   If r (less than) C\\l\\, and there are currently assets in the AST
           Investment Grade Bond Portfolio Sub-account (B (greater than) 0),
           assets in the AST Investment Grade Bond Portfolio Sub-account are
           transferred to the Permitted Sub-accounts according to most recent
           allocation instructions.

                                      J-2



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


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

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


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



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

                                      J-3



 3. Formula for Contracts with 90% Cap Feature on or after July 21, 2008
 See above for the Terms and Definitions Referenced in the Calculation Formula.

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

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


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


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

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


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


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

       .   If r (less than) C\\l\\, and there are currently assets in the AST
           Investment Grade Bond Portfolio Sub-account (B (greater than) 0),
           assets in the AST Investment Grade Bond Portfolio Sub-account are
           transferred to the Permitted Sub-accounts according to most recent
           allocation instructions.

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


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

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


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

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


 4. Formula for Contracts with 90% Cap Feature if Benefit was Elected Prior to
 July 21, 2008
 See above for the Terms and Definitions Referenced in the Calculation Formula.

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

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


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


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

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


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


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

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

                                      J-4



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


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

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


                                      J-5




   APPENDIX K - FORMULA FOR HIGHEST DAILY LIFETIME 7 PLUS INCOME BENEFIT AND
             SPOUSAL HIGHEST DAILY LIFETIME 7 PLUS INCOME BENEFIT


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

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

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

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

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

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

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

   .   r - the target ratio.

   .   a - factors used in calculating the target value. These factors are
       established on the Effective Date and are not changed for the life of
       the guarantee. (See below for the table of "a" factors)

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

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

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

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

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

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

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

                               Daily Calculations

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


                               
                            L    =    0.05 * P * a


 TRANSFER CALCULATION:
 The following formula, which is set on the Benefit Effective Date and is not
 changed for the life of the guarantee, determines when a transfer is required:


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



       .   If on the third consecutive Valuation Day r (greater than) Cu and r
           (less or =) Cu\\s\\ or if on any day r (greater than) Cu\\s\\, and
           subject to the 90% cap rule described above, assets in the Permitted
           Sub-accounts (including DCA Fixed Rate Options used with any
           applicable 6 or 12 Month DCA Program) are transferred to the AST
           Investment Grade Bond Portfolio Sub-account.


                                      K-1



       .   If r (less than) C\\l\\, and there are currently assets in the AST
           Investment Grade Bond Portfolio Sub-account (B (greater than) 0),
           assets in the AST Investment Grade Bond Portfolio Sub-account are
           transferred to the Permitted Sub-accounts according to most recent
           allocation instructions.

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


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

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


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

 If, after the daily Transfer Calculation is performed,

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


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


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



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


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

                                      K-2



APPENDIX L - SPECIAL CONTRACT PROVISIONS FOR ANNUITIES ISSUED IN CERTAIN STATES

 Certain features of your Annuity may be different than the features described
 earlier in this prospectus if your Annuity is issued in certain states
 described below. For Annuities issued in New York, please see Appendix H.



Jurisdiction                                                      Special Provisions
-------------------------------------------------------------------------------------------------------------------------
                            
Maryland                       Fixed Allocations are not available.
-------------------------------------------------------------------------------------------------------------------------
Massachusetts                  If your Annuity is issued in Massachusetts after January 1, 2009, the annuity rates we
                               use to calculate annuity payments are available only on a gender-neutral basis under any
                               Annuity Option or any lifetime withdrawal optional benefit (except the Guaranteed Minimum
                               Withdrawal Benefit).
                               Medically Related Surrenders are not available.
-------------------------------------------------------------------------------------------------------------------------
Montana                        If your Annuity is issued in Montana, the annuity rates we use to calculate annuity
                               payments are available only on a gender-neutral basis under any Annuity Option or any
                               lifetime withdrawal optional benefit (except the Guaranteed Minimum Withdrawal Benefit).
-------------------------------------------------------------------------------------------------------------------------
Nevada                         Fixed Allocations are not available.
-------------------------------------------------------------------------------------------------------------------------
North Dakota                   Fixed Allocations are not available.
-------------------------------------------------------------------------------------------------------------------------
Vermont                        Fixed Allocations are not available.
-------------------------------------------------------------------------------------------------------------------------
Washington                     If you elect Highest Daily Lifetime Five, or any version of Highest Daily Lifetime Seven,
                               the Guaranteed Minimum Account Value Credit otherwise available with these optional
                               benefits is not available.
                               Fixed Allocations are not available.
-------------------------------------------------------------------------------------------------------------------------


                                      L-1



     APPENDIX M - FORMULA UNDER THE GUARANTEED RETURN OPTION PLUS BENEFIT

 We set out below the current formula under which we may transfer amounts
 between the Sub-accounts and the Fixed Allocations. We will not alter the
 formula.

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

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

   .   F is the current Account Value of the Fixed Allocations

 For each guarantee provided under the program,

   .   G\\i\\ is the Principal Value of the guarantee

   .   t\\i\\ is the number of whole and partial years until the maturity date
       of the guarantee.

   .   r\\i\\ is the current fixed rate associated with Fixed Allocations of
       length t\\i\\ (t\\i\\ is rounded to the next highest integer to
       determine this rate).

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

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


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


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

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

 The transfer amount is calculated by the following formula:


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


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

 The transfer amount is calculated by the following formula:


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


                                      M-1



        APPENDIX N - FORMULA UNDER THE GUARANTEED RETURN OPTION BENEFIT

 We set out below the current formula under which we may transfer amounts
 between the Sub-accounts and the Fixed Allocations. We will not alter the
 asset transfer formula.

 TERMS AND DEFINITIONS REFERENCED IN THE CALCULATION FORMULA:

   .   AV is the current Account Value of the Annuity (including any Market
       Value Adjustment on Fixed Allocations)

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

   .   F is the current Account Value of the Fixed Allocations

   .   G is the Principal Value of the guarantee

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

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

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

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

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

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

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


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


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

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

 The transfer amount is calculated by the following formula:


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


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

 The transfer amount is calculated by the following formula:


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


                                      N-1




                                            
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                          FURTHER DETAILS ABOUT THE PRUDENTIAL ANNUITIES ANNUITY DESCRIBED IN
                          PROSPECTUS (PLEASE CHECK ONE) ASAPIIIPROS (05/2009)         , APEX2PROS
                          (05/2009)         , ASL2PROS (05/2009)         , XT6PROS (05/2009)         .
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  Variable Annuity Issued by:                Variable Annuity Distributed by:

  PRUDENTIAL ANNUITIES LIFE                              PRUDENTIAL ANNUITIES
  ASSURANCE CORPORATION                                    DISTRIBUTORS, INC.
  A Prudential Financial Company               A Prudential Financial Company
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  Shelton, Connecticut 06484                       Shelton, Connecticut 06484
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