choice_s3.htm

0000881453-11-000095.txt : 20111021 0000881453-11-000095.hdr.sgml : 20111021 20111021162454 ACCESSION NUMBER: 0000881453-11-000095 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 REFERENCES 429: 333-158430 FILED AS OF DATE: 20111021 DATE AS OF CHANGE: 20111021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRUDENTIAL ANNUITIES LIFE ASSURANCE CORP/CT CENTRAL INDEX KEY: 0000881453 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE CARRIERS, NEC [6399] IRS NUMBER: 061241288 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177456 FILM NUMBER: 111152793 BUSINESS ADDRESS: STREET 1: ONE CORPORATE DRIVE CITY: SHELTON STATE: CT ZIP: 06484 BUSINESS PHONE: 2039261888 MAIL ADDRESS: STREET 1: ONE CORPORATE DRIVE CITY: SHELTON STATE: CT ZIP: 06484 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN SKANDIA LIFE ASSURANCE CORP/CT DATE OF NAME CHANGE: 19920929 S-3 1 choice_s3.htm choice_s3.htm

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 2011

REGISTRATION NO. 333-______

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

(Exact Name of Registrant)

CONNECTICUT

(State or other jurisdiction of incorporation or organization)

06-1241288

(I.R.S. Employer Identification Number)

C/O PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

ONE CORPORATE DRIVE

SHELTON, CT 06484

(203) 926-1888

(Address and telephone number of principal executive offices)

CT Corporation System

One Corporate Center

Hartford, CT 06103-3220

(860)-724-9044

(Name, address and telephone number of agent for service)

Copies to:

LYNN K. STONE

VICE PRESIDENT

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

ONE CORPORATE DRIVE

SHELTON, CT 06484

(203) 402-1382

Approximate Date of Commencement of Sales to Public: As soon as practicable after the effective date of Registration Statement.

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

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

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

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

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

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

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

Large accelerated filer [_] Accelerated filer [_]

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

Calculation of Registration Fee

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

Proposed Proposed

Title of each class of Amount maximum maximum

securities to be to be offering price aggregate Amount of

registered registered per unit(1) offering price registration fee

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

Market-value adjustment

annuity contracts (or

modified guaranteed

annuity contracts) $10,000,000 $1.00 $10,000,000 $1,146.00

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

(1)	Interests in the market value adjustment account are sold on a dollar basis, not on the basis of a price per share or unit.

This filing is being made under the Securities Act of 1933 to register $10,000,000 of interests in market value adjusted annuity contracts. Under rule 457(o) under the Securities Act of 1933, the filing fee set forth above was calculated based on the maximum aggregate offering price of $10,000,000. In addition to the new securities, referenced above, that we are registering herewith, we are carrying over to this registration statement $10,831,090 of unsold securities from registration #333-158430 filed on April 07, 2009, for which the filing fee of $604.37 previously was paid. The filing fee under this registration statement has been reduced, to reflect the carry-over of the filing fee referenced in the immediately preceding sentence. In accordance with Rule 415 (a)(6), the offering of securities on the earlier registration statement will be deemed terminated as of the effective date of this registration statement.

Risk Factors are discussed in the sections of the prospectus included in Part 1 of this Form concerning the Market Value Adjustment option.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of each prospectus included in this registration statement. Any representation to the contrary is a criminal offense.

The principal underwriter for these securities, Prudential Annuities Distributors, Inc. is not required to sell any specific number or dollar amount of securities, but will use its best efforts to sell the securities offered. The offering under this registration statement will conclude three years from the effective date of this registration statement, unless terminated earlier by the Registrant. See each prospectus included in Part 1 hereof for the date of the prospectus.

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

Audited financial statements for variable annuity separate accounts registered under the Investment Company Act of 1940 are not included in this Form S-3 registration statement.

Prudential Annuities Life Assurance Corporation

ADVANCED SERIES

ADVISORS CHOICE® 2000 ("Choice 2000")

(marketed by some firms as "Advisors Select 2000")

Supplement dated October 31, 2011

Prospectus dated May 1, 2011

This Supplement should be read and retained with the current Prospectus for your annuity. This Supplement is intended to update certain information in the Prospectus for the variable annuity you own, and is not intended to be a prospectus or offer for any other variable annuity listed here that you do not own. If you would like another copy of the current Prospectus, please contact us at 1-888-PRU-2888.

New AST Portfolios. The following Portfolios will be added as Sub-accounts within your Annuity, effective on or about October 17, 2011. Initially, each new Portfolio will not be an option to which you may directly allocate Purchase Payments. Instead, beginning on or about October 17, 2011, each Portfolio will be available only as an underlying Portfolio in which the AST Academic Strategies Asset Allocation Portfolio, the Dynamic Asset Allocation Portfolios (i.e., AST Balanced Asset Allocation Portfolio, AST Capital Growth Asset Allocation Portfolio and AST Preservation Asset Allocation Portfolio), and the Tactical Asset Allocation Portfolios (i.e., AST CLS Growth Asset Allocation Portfolio, AST CLS Moderate Asset Allocation Portfolio, AST Horizon Growth Asset Allocation Portfolio, and AST Horizon Moderate Asset Allocation Portfolio) may invest. The new AST Portfolios are:

·	AST Neuberger Berman Core Bond Portfolio; and

·	AST Prudential Core Bond Portfolio

Beginning on or about October 31, 2011, you may allocate Purchase Payments to these Portfolios and make transfers into these Portfolios. Moreover, you may invest in each Portfolio even if you participate in an optional living benefit or optional death benefit (except for Lifetime Five Income Benefit, Spousal Lifetime Five Income Benefit, Highest Daily Lifetime Five Income Benefit, and the Highest Daily Value Death Benefit). To reflect this availability, we include the name of each Portfolio in the Investment Options list on the inside front cover, and amend the Group 1 and Group 2 tables under the Investment Options section of the prospectus accordingly. In particular, with respect to the Group 2 (Custom Portfolios Program) table, each bond portfolio below is added to the list of AST bond portfolios to which the minimum specified percentage of Account Value must be allocated. We also revise the prospectus as follows:

In the section of the Prospectus entitled Summary of Contract Fees and Charges, we set forth the following fees of the AST Neuberger Berman Core Bond Portfolio and the AST Prudential Core Bond Portfolio in the table of Underlying Mutual Fund Portfolio Annual Expenses.

ESTIMATED UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES (as a percentage of the average net assets of the underlying Portfolios)
For the year ended December 31, 2011
UNDERLYING PORTFOLIO	Management Fees	Other Expenses	Distribution (12b-1) Fees	Dividend Expense on Short Sales	Broker Fees and Expenses on Short Sales	Acquired Portfolio Fees & Expenses	Total Annual Portfolio Operating Expenses	Contractual Fee Waiver or Expense Reimbursement	Net Annual Fund Operating Expenses
AST Neuberger Berman Core Bond Portfolio	0.70%	0.15%	0.00%	0.00%	0.00%	0.00%	0.85%1	0.01%2	0.84%
AST Prudential Core Bond Portfolio	0.70%	0.15%	0.00%	0.00%	0.00%	0.00%	0.85%3	0.01%4	0.84%

1 The AST Neuberger Berman Core Bond Portfolio will commence operations on or about October 17, 2011. Estimate of Other Expenses based in part on assumed average daily net assets of $800 million for the Portfolio for the year ending December 31, 2011.

2 Prudential Investments LLC and AST Investment Services, Inc. (together, the Investment Managers) have contractually agreed to waive a portion of their investment management fees so that the Portfolio’s investment management fee would equal 0.70% of the Portfolio’s first $500 million of average daily net assets, 0.675% of the Portfolio’s average daily net assets between $500 million and $1 billion, and 0.65% of the Portfolio’s average daily net assets in excess of $1 billion through May 1, 2014. This contractual investment management fee waiver may not be terminated or modified prior to May 1, 2014, but may be discontinued or modified thereafter. The decision on whether to renew, modify or discontinue this expense limitation after May 1, 2014 will be subject to review by the Investment Managers and the Board of Trustees of the Trust.

3 The AST Prudential Core Bond Portfolio will commence operations on or about October 17, 2011. Estimate of Other Expenses based in part on assumed average daily net assets of $800 million for the Portfolio for the year ending December 31, 2011.

4 Prudential Investments LLC and AST Investment Services, Inc. (together, the Investment Managers) have contractually agreed to waive a portion of their investment management fees so that the Portfolio’s investment management fee would equal 0.70% of the Portfolio’s first $500 million of average daily net assets, 0.675% of the Portfolio’s average daily net assets between $500 million and $1 billion, and 0.65% of the Portfolio’s average daily net assets in excess of $1 billion through May 1, 2014. This contractual investment management fee waiver may not be terminated or modified prior to May 1, 2014, but may be discontinued or modified thereafter. The decision on whether to renew, modify or discontinue this expense limitation after May 1, 2014 will be subject to review by the Investment Managers and the Board of Trustees of the Trust.

In the section entitled “Investment Options,” we add the following summary descriptions of the AST Neuberger Berman Core Bond Portfolio and the AST Prudential Core Bond Portfolio to the Investment Objectives/Policies table as follows:

STYLE/TYPE	INVESTMENT OBJECTIVES/POLICIES	PORTFOLIO ADVISOR/SUB-ADVISOR
	ADVANCED SERIES TRUST
FIXED INCOME	AST Neuberger Berman Core Bond Portfolio: The Portfolio seeks to maximize total return consistent with preservation of capital. Under normal circumstances, the Portfolio will invest at least 80% of its investable assets in bonds and other debt securities. All of the debt securities in which the Portfolio invests will be investment grade under normal circumstances. The Portfolio normally will not invest more than 15% of its total assets in non-U.S. dollar denominated securities and, through hedging strategies, will attempt to limit its exposure to currencies other than the U.S. dollar to 5% of its total assets. The Portfolio normally will seek to maintain its target average duration within one year, and generally seeks to maintain its target average duration within a maximum of two years, of the average duration of the bonds in the Barclays Capital U.S. Aggregate Bond Index.	Neuberger Berman Fixed Income, LLC
FIXED INCOME	AST Prudential Core Bond Portfolio: The Portfolio seeks to maximize total return consistent with the long-term preservation of capital. Under normal circumstances, the Portfolio will invest at least 80% of its investable assets in intermediate and long-term debt obligations and high quality money market instruments. In addition, the Portfolio will invest, under normal circumstances, at least 80% of its net assets in intermediate and long-term debt obligations that are rated investment grade by the major rating services, or, if unrated, considered to be of comparable quality by the subadviser, and high quality money market instruments. Likewise, the Portfolio may invest up to 20% of its net assets in high-yield/high-risk debt securities (commonly known as “junk bonds”). The Portfolio also may invest up to 20% of its total assets in debt securities issued outside the U.S. by U.S. or foreign issuers, whether or not such securities are denominated in the U.S. dollar.	Prudential Investment Management, Inc.

B.	Changes to sub-advisors and/or summary descriptions for the following funds/portfolios:

AST Academic Strategies Asset Allocation Portfolio – sub-advisor change. J.P. Morgan Investment Management, Inc. will be added as a sub-advisor to this Portfolio on or about October 17, 2011 (rather than August 24, 2011). In addition, Prudential Bache Asset Management Incorporated, which has served as a sub-advisor to this Portfolio, recently was acquired by Jefferies Group, Inc. and was re-named Bache Asset Management, Inc. It is expected that Bache Asset Management, Inc. ("Bache") will continue to serve as a sub-advisor to this Portfolio until October 17, 2011, at which point Jefferies Asset Management, LLC will replace Bache as a sub-advisor to this Portfolio. The Investment Objectives/Policies table in the Prospectus is amended accordingly.

NVIT Developing Markets Fund – sub-advisor change. As is expected to occur by October 9, 2011, Baring International Investment Limited will be replaced as sub-advisor to the NVIT Developing Markets Fund by the Boston Company Asset Management, LLC. Along with that change, the summary description of that fund is revised to read as follows:

STYLE/TYPE	INVESTMENT OBJECTIVES/POLICIES	PORTFOLIO ADVISOR/SUB-ADVISOR
	NATIONWIDE VARIABLE INSURANCE TRUST
International Equity	NVIT Developing Markets Fund: seeks long-term capital appreciation, under normal conditions by investing at least 80% of its net assets in equity securities of companies that are tied economically to emerging 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.	Nationwide Fund Advisors/The Boston Company Asset Management, LLC

AST FI Pyramis® Asset Allocation Portfolio, AST First Trust Balanced Target Portfolio, and AST First Trust Capital Appreciation Target Portfolio – revised summary descriptions.

The summary description of each Portfolio, appearing in the Investment Objectives/Policies column below of the prospectus, is revised to read as follows:

STYLE/TYPE	INVESTMENT OBJECTIVES/POLICIES	PORTFOLIO ADVISOR/SUB-ADVISOR
	ADVANCED SERIES TRUST
ASSET ALLOCATION	AST FI Pyramis® Asset Allocation Portfolio: seeks to maximize potential total return. In seeking to achieve the Portfolio’s investment objective, the Portfolio’s assets are allocated across eight uniquely specialized investment strategies. The Portfolio has five strategies that invest primarily in equity securities, two fixed-income strategies (i.e., the Broad Market Duration Strategy and the High Yield Bond Strategy), and one strategy designed to provide liquidity (i.e., the Liquidity Strategy). Pyramis is a registered service mark of FMR LLC. Used under license.	Pyramis Global Advisors, LLC a Fidelity Investments company
ASSET ALLOCATION	AST First Trust Balanced Target Portfolio: seeks long-term capital growth balanced by current income. The Portfolio seeks to achieve its objective by investing approximately 65% of its net assets in equity securities and approximately 35% of its net assets in fixed-income securities as of the annual security selection date. Depending on market conditions, the equity portion may range between 60-70% of the Portfolio’s net assets and the fixed-income portion may range between 30-40% of the Portfolio’s net assets. The revised allocations do not take into account the potential investment of up to 5% of the Portfolio’s assets in the “liquidity” investment sleeve. In seeking to achieve its investment objective, the Portfolio allocates its assets across multiple uniquely specialized investment strategies. On or about the annual selection date (currently March 1 under normal circumstances), the Portfolio establishes both the percentage allocations among the various investment strategies under normal circumstances and the percentage allocation of each security’s position within each of the investment strategies that invest primarily in equity securities.	First Trust Advisors L.P.
ASSET ALLOCATION	AST First Trust Capital Appreciation Target Portfolio: seeks long-term capital growth. The Portfolio seeks to achieve its objective by investing approximately 80% of its net assets in equity securities and approximately 20% of its net assets in fixed-income securities as of the annual security selection date. Depending on market conditions, the equity portion may range between 75-85% of the Portfolio’s net assets and the fixed-income portion may range between 15-25% of the Portfolio’s net assets. The revised allocations do not take into account the potential investment of up to 5% of the Portfolio’s assets in the “liquidity” investment sleeve. In seeking to achieve its investment objective, the Portfolio allocates its assets across multiple uniquely specialized investment strategies. On or about the annual selection date (currently March 1 under normal circumstances), the Portfolio establishes both the percentage allocations among the various investment strategies under normal circumstances and the percentage allocation of each security’s position within each of the investment strategies that invest primarily in equity securities.	First Trust Advisors L.P.

AST AllianceBernstein Core Value Portfolio. The Board of Trustees of Advanced Series Trust (the Trust) recently approved replacing AllianceBernstein L.P. (AllianceBernstein) as the sole sub adviser for the AST AllianceBernstein Core Value Portfolio with T. Rowe Price Associates, Inc. (T. Rowe Price) and changing the name of the Portfolio from the AST AllianceBernstein Core Value Portfolio to the AST T. Rowe Price Equity Income Portfolio. Implementation of the revised sub advisory arrangements and name change is expected to occur on or about October 31, 2011. Depending upon market, economic, and financial conditions as of October 31, 2011 and the Trust's ability to implement certain legal agreements and custody arrangements, it may take several weeks for T. Rowe Price to dispose of securities and other financial instruments held by the Portfolio that were purchased by AllianceBernstein and to begin to implement its own investment strategy. To reflect those changes, we revise the Investment Objectives/Policies summary description appearing in the prospectus to read as follows:

STYLE/TYPE	INVESTMENT OBJECTIVES/POLICIES	PORTFOLIO ADVISOR/SUB-ADVISOR
	ADVANCED SERIES TRUST
LARGE CAP VALUE	AST T. Rowe Price Equity Income Portfolio (formerly AST AllianceBernstein Core Value Portfolio): The Portfolio's investment objective is to seek to provide substantial dividend income as well as long-term growth of capital through investments in the common stocks of established companies. The Portfolio will normally invest at least 80% of its net assets (including any borrowings for investment purposes) in common stocks, with 65% of net assets (including any borrowings for investment purposes) in dividend-paying common stocks of well-established companies. The Portfolio will typically employ a “value” approach in selecting investments. T. Rowe Price’s research team will seek companies that appear to be undervalued by various measures and may be temporarily out of favor but have good prospects for capital appreciation and dividend growth. In selecting investments, T. Rowe Price generally will look for companies in the aggregate with one or more of the following: • an established operating history; • above-average dividend yield relative to the S&P 500 Index; • low price/earnings ratio relative to the S&P 500 Index; • a sound balance sheet and other positive financial characteristics; and • low stock price relative to a company’s underlying value as measured by assets, cash flow, or business franchises.	T. Rowe Price Associates, Inc.

C.	Investment Objectives/Policies Replacements

In the Investment Objectives/Policies table, we replace the italicized investment objectives of the following Portfolios with the new italicized language indicated below:

(i)	AST Advanced Strategies Portfolio: seeks a high level of absolute return by using traditional and non-traditional investment strategies and by investing in domestic and foreign equity and fixed-income securities, derivative instruments and other investment companies.

(ii)	AST Bond Portfolios 2015, 2016, 2017, 2018, 2019, 2020, 2021, and 2022: each AST Bond Portfolio seeks the highest total return for a specific period of time, consistent with the preservation of capital and liquidity needs. Total return is comprised of current income and capital appreciation.

(iii)

AST JPMorgan International Equity Portfolio: seeks capital growth.

(iv)	AST J.P. Morgan Strategic Opportunities Portfolio: seeks to maximize return compared to the benchmark through security selection and tactical asset allocation.

(v)

AST Wellington Management Hedged Equity Portfolio: seeks to outperform a mix of 50% Russell 3000 Index, 20% MSCI EAFE Index, and 30% Treasury Bill Index over a full market cycle by preserving capital in adverse markets utilizing an options strategy while maintaining equity exposure to benefit from up markets through investments in Wellington Management’s equity investment strategies.

D.	Discontinuation of the 6 or 12 Month DCA Program

Effective as of the date of this supplement, the 6 or 12 Month DCA Program will no longer be available for election. If you are participating in the 6 or 12 Month DCA Program on that date, monthly transfers will continue until the end of the Program (i.e., the end of the 6 or 12 month period). Thereafter, you will not be permitted to elect a new 6 or 12 month DCA Program. We amend the prospectus sub-section entitled 6 or 12 Month Dollar Cost Averaging Program accordingly.

In the section of the prospectus entitled Highest Daily Lifetime Five Income Benefit, we replace the sub-section called “Mathematical Formula Component of Highest Daily Lifetime Five” with the following:

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 have elected 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 Appendix H 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 select the new mathematical formula, see the discussion 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 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 elected, the ratios we use will be fixed.

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.

Prior to the first withdrawal, the primary driver of transfers to the Benefit Fixed Rate Account is the difference between your Account Value and your Total Protected Withdrawal Value. If none of your Account Value is allocated to the Benefit Fixed Rate Account, then over time the formula permits an increasing difference between the Account Value and the Total Protected Withdrawal Value before a transfer to the Benefit Fixed Rate Account occurs. Therefore, as time goes on, while none of your Account Value is allocated to the Benefit Fixed Rate Account, the smaller the difference between the Total Protected Withdrawal Value and the Account Value, the more the Account Value can decrease prior to a transfer to the Benefit Fixed Rate Account.

Each market cycle is unique, therefore the performance of your Sub-accounts and the Benefit Fixed Rate Account, and their impact on your Account Value, will differ from market cycle to market cycle producing different transfer activity under the formula. The amount and timing of transfers to and from the Benefit Fixed Rate Account pursuant to the formula depend on various factors unique to your Annuity and are not necessarily directly correlated with the securities markets, bond markets, interest rates or any other market or index. Some of the factors that determine the amount and timing of transfers (as applicable to your Annuity), include:

·	The difference between your Account Value and your Total Protected Withdrawal Value;

·	The amount of time Highest Daily Lifetime Five has been in effect on your Annuity;

·	The amount allocated to and the performance of the Permitted Sub-accounts and the Benefit Fixed Rate Account;

·	Any additional Purchase Payments you make to your Annuity (while the benefit is in effect); and

·	Any withdrawals you take from your Annuity (while the benefit is in effect).

Because the amount allocated to the Benefit Fixed Rate Account and the amount allocated to the Permitted Sub-accounts each is a variable in the formula, the investment performance of each affects whether a transfer occurs for your Annuity. The greater the amounts allocated to either the Benefit Fixed Rate Account or to the Permitted Sub-accounts, the greater the impact performance of those investments have on your Account Value and thus the greater the impact on whether (and how much) your Account Value is transferred to or from the Benefit Fixed Rate Account. It is possible, under the formula, that if a significant portion of your Account Value is allocated to the Benefit Fixed Rate Account and it has good performance, the formula might transfer a portion of your Account Value to the Permitted Sub-accounts, even if the performance of your Permitted Sub-accounts is negative. Thus, the converse is true too (the more you have allocated to the Permitted Sub-accounts, the greater the impact of the performance it will have on any transfer to the Benefit Fixed Rate Account).

Any Account Value in the Benefit Fixed Rate Account will not participate in the positive or negative investment experience of the Permitted Sub-accounts until it is transferred out of the Benefit Fixed Rate Account.

In the section of the prospectus entitled Highest Daily Lifetime Seven Income Benefit, we replace the sub-section called “Mathematical Formula Component of Highest Daily Lifetime Seven” with the following. Likewise, for Spousal Highest Daily Lifetime Seven, we replace the counterpart language in that sub-section with the following (except that references below to Highest Daily Lifetime Seven are replaced with references to Spousal Highest Daily Lifetime Seven).

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 have elected 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 specialized program, under which we may transfer Account Value between the Permitted Sub-accounts and a specified bond fund within the Advanced Series Trust (the "AST Investment Grade Bond Sub-account"). We determine whether to make a transfer, and the amount of any transfer, under a non-discretionary formula, discussed below. The AST Investment Grade Bond Sub-account is available only with this benefit, and thus you may not allocate purchase payments to the AST Investment Grade Bond Sub-account. Under the 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 K to this prospectus.

Speaking generally, the formula, which we apply each Valuation Day, operates as follows. The formula starts by identifying an income basis for that day and then multiplies that figure by 5%, to produce a projected (i.e., hypothetical) 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 Feature), see discussion regarding that feature.

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 as dictated by the formula, and will depend on the factors listed below.

Prior to the first withdrawal, the primary driver of transfers to the AST Investment Grade Bond Sub-account is difference between your Account Value and your Protected Withdrawal Value. If none of your Account Value is allocated to the AST Investment Grade Bond Sub-account, then over time the formula permits an increasing difference between the Account Value and the Protected Withdrawal Value before a transfer to the AST Investment Grade Bond Sub-account occurs. Therefore, as time goes on, while none of your Account Value is allocated to the AST Investment Grade Bond Sub-account, the smaller the difference between the Protected Withdrawal Value and the Account Value, the more the Account Value can decrease prior to a transfer to the AST Investment Grade Bond Sub-account.

Each market cycle is unique, therefore the performance of your Sub-accounts, and its impact on your Account Value, will differ from market cycle to market cycle producing different transfer activity under the formula. The amount and timing of transfers to and from the AST Investment Grade Bond Sub-account pursuant to the formula depend on various factors unique to your Annuity and are not necessarily directly correlated with the securities markets, bond markets, interest rates or any other market or index. Some of the factors that determine the amount and timing of transfers (as applicable to your Annuity), include:

·	The difference between your Account Value and your Protected Withdrawal Value;

·	The amount of time Highest Daily Lifetime Seven has been in effect on your Annuity;

·	The amount allocated to and the performance of the Permitted Sub-accounts and the AST Investment Grade Bond Sub-account;

·	Any additional Purchase Payments you make to your Annuity (while the benefit is in effect); and

·	Any withdrawals you take from your Annuity (while the benefit is in effect).

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. The greater the amounts allocated to either the AST Investment Grade Bond Sub-account or to the Permitted Sub-accounts, the greater the impact performance of those investments have on your Account Value and thus the greater the impact on whether (and how much) your Account Value is transferred to or from the AST Investment Grade Bond Sub-account. 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 positive performance, the formula might transfer a portion of your Account Value to the Permitted Sub-accounts, even if the performance of your Permitted Sub-accounts is negative. Conversely, if a significant portion of your Account Value is allocated to the AST Investment Grade Bond Sub-account and that Sub-account has negative performance, the formula may transfer additional amounts from your Permitted Sub-accounts to the AST Investment Grade Bond Sub-account even if the performance of your Permitted Sub-accounts is positive.

If you make additional Purchase Payments to your Annuity, they will be allocated in accordance with your Annuity. Once allocated, they will also be subject to the formula described above and therefore may be transferred to the AST Investment Grade Bond Sub-account, if dictated by the formula.

Any Account Value in the AST Investment Grade Bond Sub-account will not participate in the positive or negative investment experience of the Permitted Sub-accounts until it is transferred out of the AST Investment Grade Bond Sub-account.

In the section of the prospectus entitled Highest Daily Lifetime 7 Plus Income Benefit, we replace the sub-section called “How Highest Daily Lifetime 7 Plus Transfers Account Value Between Your Permitted Sub-accounts and the AST Investment Grade Bond Sub-account” with the following:

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 L.

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 feature) 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. 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.

Additionally, on each monthly Annuity Anniversary (if the monthly Annuity Anniversary does not fall on a Valuation Day, the next Valuation Day will be used), following all of the above described daily calculations, a transfer may be made from the AST Investment Grade Bond Sub-account to the Permitted Sub-accounts. Any such transfer will be based on your existing allocation instructions or (in the absence of such existing instructions) pro rata (i.e. in the same proportion as the current balances in your variable investment options). This transfer will automatically occur provided that the Target Ratio, as described above, would be less than 83% after the transfer. The formula will not execute a transfer if the Target Ratio after this transfer would occur would be greater than or equal to 83%.

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

a) The total value of all your Account Value in the AST Investment Grade Bond Sub-account, or

b) An amount equal to 5% of your total Account Value.

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

·	Transfer a portion of your Account Value in the Permitted Sub-accounts pro rata to the AST Investment Grade Bond Sub-account.

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

Prior to the first Lifetime Withdrawal, the primary driver of transfers to the AST Investment Grade Bond Sub-account is difference between your Account Value and your Protected Withdrawal Value. If none of your Account Value is allocated to the AST Investment Grade Bond Sub-account, then over time the formula permits an increasing difference between the Account Value and the Protected Withdrawal Value before a transfer to the AST Investment Grade Bond Sub-account occurs. Therefore, as time goes on, while none of your Account Value is allocated to the AST Investment Grade Bond Sub-account, the smaller the difference between the Protected Withdrawal Value and the Account Value, the more the Account Value can decrease prior to a transfer to the AST Investment Grade Bond Sub-account.

·	The difference between your Account Value and your Protected Withdrawal Value;

·	The amount of time Highest Daily Lifetime 7 Plus has been in effect on your Annuity;

·	The amount allocated to and the performance of the Permitted Sub-accounts and the AST Investment Grade Bond Sub-account;

·	Any additional Purchase Payments you make to your Annuity (while the benefit is in effect); and;

·	Any withdrawals you take from your Annuity (while the benefit is in effect).

In the section of the prospectus entitled Highest Daily Lifetime 6 Plus Income Benefit, we replace the sub-section called “How Highest Daily Lifetime 6 Plus Transfers Account Value Between Your Permitted Sub-accounts and the AST Investment Grade Bond Sub-account” with the following.

How Highest Daily Lifetime 6 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 6 Plus. For purposes of this benefit, we refer to those permitted investment options as the "Permitted Sub-accounts". Because these restrictions and the use of the predetermined mathematical formula lessen the risk that your Account Value will be reduced to zero while you are still alive, they also reduce the likelihood that we will make any lifetime income payments under this benefit. They may also limit your upside potential for growth. 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 6 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 (the “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 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 the prospectus entitled 6 or 12 Month Dollar Cost Averaging Program. Any transfer dictated by the formula out of the Bond Sub-account will only be transferred to the Permitted Sub-accounts, not the DCA Fixed Rate Options.

An integral part of Highest Daily Lifetime 6 Plus (including Highest Daily Lifetime 6 Plus with LIA and Spousal Highest Daily Lifetime 6 Plus) is the predetermined mathematical formula used to transfer Account Value between the Permitted Sub-accounts and the Bond Sub-account. This predetermined mathematical formula (“formula”) runs each Valuation Day that the benefit is in effect on your Annuity and, as a result, transfers of Account Value between the Permitted Sub-accounts and the Bond Sub-account can occur on any Valuation Day subject to the conditions described below. Only the predetermined mathematical formula can transfer Account Value to and from the Bond Sub-account, and thus you may not allocate Purchase Payments to or make transfers to or from the Bond Sub-account. We are not providing you with investment advice through the use of the formula. 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 6 Plus. The formula is not forward looking and contains no predictive or projective component with respect to the markets, the Account Value or the Protected Withdrawal Value. The formula is described below.

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. This amount may be different than the actual Annual Income Amount currently guaranteed under your benefit. Then it produces an estimate of the total amount targeted in the formula, 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 Lifetime Withdrawal, your projected income amount (and thus your Target Value) would take into account any automatic step-up, any subsequent Purchase Payments and any withdrawals of Excess Income. Next, the formula subtracts from the Target Value the amount held within the 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 Bond Sub-account, is called the "Target Ratio" or "r". If, on each of three consecutive Valuation Days, the Target Ratio is greater than 83% but less than or equal to 84.5%, the formula will, on such third Valuation Day, make a transfer from the Permitted Sub-accounts in which you are invested (subject to the 90% cap discussed below) to the 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 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 Target Ratio must again be greater than 83% but less than or equal to 84.5% for three consecutive Valuation Days before a subsequent transfer to the Bond Sub-account will occur. If, however, on any Valuation Day, the Target Ratio is above 84.5%, the formula will make a transfer from the Permitted Sub-accounts (subject to the 90% cap) to the Bond Sub-account (as described above). If the Target Ratio falls below 78% on any Valuation Day, then a transfer from the Bond Sub-account to the Permitted Sub-accounts (excluding the DCA Fixed Rate Options) will occur.

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

·	September 4, 2012 - a transfer is made to the Bond Sub-account that results in the 90% cap being met and now $90,000 is allocated to the Bond Sub-account and $10,000 is allocated to the Permitted Sub-accounts.

·	September 5, 2012 - you make an additional Purchase Payment of $10,000. No transfers have been made from the Bond Sub-account to the Permitted Sub-accounts since the cap went into effect on September 4, 2012.

On September 5, 2012 - (and at least until first a transfer is made out of the 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 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 Bond Sub-account).

·	Once there is a transfer out of the Bond Sub-account (of any amount), the formula will operate as described above, meaning that the formula could transfer amounts to or from the 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 and out of effect 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 Bond Sub-account as dictated by the formula.

Under the formula, investment performance of your Account Value that is negative, flat, or even moderately positive may result in a transfer of a portion of your Account Value in the Permitted Sub-accounts to the Bond Sub-account because such investment performance will tend to increase the Target Ratio. In deciding how much to transfer, we use another formula, which essentially seeks to reallocate amounts held in the Permitted Sub-accounts and the Bond Sub-account so that the Target Ratio meets a target, which currently is equal to 80%. The further the Target Ratio is from 80% when a transfer is occurring under the formula, the greater the transfer amount will be. Once you elect Highest Daily Lifetime 6 Plus, the values we use to compare to the Target Ratio will be fixed. For newly-issued Annuities that elect Highest Daily Lifetime 6 Plus and existing Annuities that elect Highest Daily Lifetime 6 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, if there is money allocated to the Bond Sub-account, we will perform an additional monthly calculation to determine whether or not a transfer will be made from the Bond Sub-account to the Permitted Sub-accounts. 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 Bond Sub-account, or

b) An amount equal to 5% of your total Account Value.

·	Not make any transfer between the Permitted Sub-accounts and the Bond Sub-account; or

·	If a portion of your Account Value was previously allocated to the Bond Sub-account, transfer all or a portion of those amounts to the Permitted Sub-accounts (as described above); or

·	Transfer a portion of your Account Value in the Permitted Sub-accounts and the DCA Fixed Rate Options to the Bond Sub-account.

Prior to the first Lifetime Withdrawal, the primary driver of transfers to the Bond Sub-account is the difference between your Account Value and your Protected Withdrawal Value. If none of your Account Value is allocated to the Bond Sub-account, then over time the formula permits an increasing difference between the Account Value and the Protected Withdrawal Value before a transfer to the Bond Sub-account occurs. Therefore, as time goes on, while none of your Account Value is allocated to the Bond Sub-account, the smaller the difference between the Protected Withdrawal Value and the Account Value, the more the Account Value can decrease prior to a transfer to the Bond Sub-account.

Each market cycle is unique, therefore the performance of your Sub-accounts, and its impact on your Account Value, will differ from market cycle to market cycle producing different transfer activity under the formula. The amount and timing of transfers to and from the Bond Sub-account pursuant to the formula depend on various factors unique to your Annuity and are not necessarily directly correlated with the securities markets, bond markets, interest rates or any other market or index. Some of the factors that determine the amount and timing of transfers (as applicable to your Annuity), include:

·	The difference between your Account Value and your Protected Withdrawal Value;

·	The amount of time Highest Daily Lifetime 6 Plus has been in effect on your Annuity;

·	The amount allocated to and the performance of the Permitted Sub-accounts and the Bond Sub-account;

·	Any additional Purchase Payments you make to your Annuity (while the benefit is in effect); and

·	Any withdrawals you take from your Annuity (while the benefit is in effect).

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

Because the amount allocated to the 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. The greater the amounts allocated to either the Bond Sub-account or to the Permitted Sub-accounts, the greater the impact performance of that Sub-account has on your Account Value and thus the greater the impact on whether (and how much) your Account Value is transferred to or from the Bond Sub-account. It is possible, under the formula, that if a significant portion of your Account Value is allocated to the Bond Sub-account and that Sub-account has positive performance, the formula might transfer a portion of your Account Value to the Permitted Sub-accounts, even if the performance of your Permitted Sub-accounts is negative. Conversely, if a significant portion of your Account Value is allocated to the Bond Sub-account and that Sub-account has negative performance, the formula may transfer additional amounts from your Permitted Sub-accounts to the Bond Sub-account even if the performance of your Permitted Sub-accounts is positive.

If you make additional Purchase Payments to your Annuity, they will be allocated in accordance with your Annuity. Once allocated, they will also be subject to the formula described above and therefore may be transferred to the Bond Sub-account, if dictated by the formula and subject to the 90% cap feature described above.

Any Account Value in the Bond Sub-account will not participate in the positive or negative investment experience of the Permitted Sub-accounts until it is transferred out of the Bond Sub-account.

F.	In the section of the prospectus entitled “How Does The Market Value Adjustment Work?”, we add the following immediately prior to the sub-section entitled “MVA Examples”:

The denominator of the MVA formula includes a factor, currently equal to 0.0010 or 10 basis points. The factor is an adjustment that is applied when an MVA is assessed (regardless of whether the MVA is positive or negative), and will reduce the amount being surrendered or transferred.

G.	In the Tax Considerations section of the prospectus, we replace the first paragraph of the sub-section entitled “Special Rules in Relation to Tax-Free Exchanges Under Section 1035” with the following:

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 the partially exchanged amount as well as the 10% tax penalty on pre-age 59 1/2 withdrawals. In Revenue Procedure 2011-38, the IRS has indicated that, for exchanges on or after October 24, 2011, where there is a surrender or distribution from either the initial annuity contract or receiving annuity contract within 180 days of the date on which the partial exchange was completed, the IRS will apply general tax rules to determine the substance and treatment of the original transfer. For partial exchanges that occurred prior to October 24, 2011, the provisions of Revenue Procedure 2008-24 will continue to apply if there is a surrender or distribution within 12 months of the date on which the partial exchange was completed. Under Revenue Procedure 2008-24, 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 under certain circumstances if you are 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. We strongly urge you to discuss any transaction of this type with your tax advisor before proceeding with the transaction.

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

A Prudential Financial Company

One Corporate Drive, Shelton, Connecticut 06484

ADVANCED SERIES

ADVISORS CHOICE(R) 2000

(MARKETED BY SOME FIRMS AS "ADVISORS SELECT 2000")

FLEXIBLE PREMIUM DEFERRED ANNUITY

PROSPECTUS: MAY 1, 2011

This Prospectus describes Advisors Choice(R) 2000, a flexible premium deferred

annuity (the "Annuity") issued by Prudential Annuities Life Assurance

Corporation ("Prudential Annuities"(R), "we", "our" or "us"). This Annuity is

no longer offered for new sales. The Annuity may be offered as an individual

annuity contract or as an interest in a group annuity. This Prospectus

describes the important features of the Annuity and what you should consider

before purchasing the Annuity. THE ANNUITY OR CERTAIN OF ITS INVESTMENT

OPTIONS AND/OR FEATURES MAY NOT BE AVAILABLE IN ALL STATES. For some of the

variations specific to Annuities approved for sale by the New York State

Insurance Department, see Appendix I. Certain terms are capitalized in this

Prospectus. Those terms are either defined in the Glossary of Terms or in the

context of the particular section.

Prudential Annuities offers several different annuities which your Financial

Professional may be authorized to offer to you. Each Annuity has different

features and benefits that may be appropriate for you based on your financial

situation, your age and how you intend to use the annuity. Firms through which

the Annuity is sold may not make available or may not recommend to their

customers certain of the optional features and investment options offered

generally under the Annuity. The different features and benefits include

variations in death benefit protection and the ability to access your

Annuity's Account Value and the charges that you will be subject to if you

choose to surrender the annuity, make withdrawals, or transfer all or a

portion of Account Value among available investment options. The fees and

charges you pay and compensation paid to your Financial Professional may also

be different between each annuity. Differences in compensation among different

annuity products could influence a Financial Professional's decision as to

which annuity to recommend to you.

THE SUB-ACCOUNTS

Each Sub-account of Prudential Annuities Life Assurance Corporation Variable

Account B, invests in an underlying mutual fund portfolio. 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: AIM Variable Insurance Funds (Invesco Variable

Insurance Funds), Advanced Series Trust, First Defined Portfolio Fund, LLC,

Nationwide Variable Insurance Trust, ProFunds VP, The Prudential Series Fund,

Security Global Investors, Franklin Templeton Variable Insurance Products

Trust and Wells Fargo Variable Trust. See the following page for a complete

list of Sub-accounts.

PLEASE READ THIS PROSPECTUS

PLEASE READ THIS PROSPECTUS AND THE CURRENT PROSPECTUS FOR THE UNDERLYING

MUTUAL FUNDS. KEEP THEM FOR FUTURE REFERENCE.

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. Please see the section of

this Prospectus entitled "How To Contact Us" for our Service Office address.

THIS ANNUITY IS NOT A DEPOSIT OR OBLIGATION OF, OR ISSUED, GUARANTEED OR

ENDORSED BY, ANY BANK, IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT,

THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC), THE FEDERAL RESERVE BOARD OR

ANY OTHER AGENCY. AN INVESTMENT IN THIS ANNUITY INVOLVES INVESTMENT RISKS,

INCLUDING POSSIBLE LOSS OF VALUE, EVEN WITH RESPECT TO AMOUNTS ALLOCATED TO

THE AST MONEY MARKET SUB-ACCOUNT.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND

EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION

OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF

THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

ADVANCED SERIES ADVISORS CHOICE(R) 2000 IS A SERVICE MARK OR REGISTERED

TRADEMARK OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND IS USED UNDER

LICENSE BY ITS AFFILIATES.

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

FOR FURTHER INFORMATION CALL: 1-888-PRU-2888

Prospectus Dated: Statement of Additional

May 1, 2011 Information Dated:

CH2PROS May 1, 2011 CHOICE2000

PLEASE SEE OUR IRA, ROTH IRA AND FINANCIAL DISCLOSURE STATEMENTS ATTACHED TO

THE BACK COVER OF THIS PROSPECTUS.

<PAGE>

INVESTMENT OPTIONS

Please note that you may not allocate Purchase Payments to the AST Investment

Grade Bond Portfolio or the target date bond portfolios (e.g., AST Bond

Portfolio 2022)

ADVANCED SERIES TRUST

AST Academic Strategies Asset Allocation

AST Advanced Strategies

AST AllianceBernstein Core Value

AST American Century Income & Growth

AST Balanced Asset Allocation

AST BlackRock Global Strategies

AST BlackRock Value

AST Bond Portfolio 2015

AST Bond Portfolio 2016

AST Bond Portfolio 2017

AST Bond Portfolio 2018

AST Bond Portfolio 2019

AST Bond Portfolio 2020

AST Bond Portfolio 2021

AST Bond Portfolio 2022

AST Capital Growth Asset Allocation

AST CLS Growth Asset Allocation

AST CLS Moderate Asset Allocation

AST Cohen & Steers Realty

AST Federated Aggressive Growth

AST FI Pyramis(R) Asset Allocation

AST First Trust Balanced Target

AST First Trust Capital Appreciation Target

AST Global Real Estate

AST Goldman Sachs Concentrated Growth

AST Goldman Sachs Large-Cap Value

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 Jennison Large-Cap Growth

AST Jennison Large-Cap Value

AST JPMorgan International Equity

AST J.P. Morgan Strategic Opportunities

AST Large-Cap Value

AST Lord Abbett Core Fixed Income

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 Parametric Emerging Markets Equity

AST PIMCO Limited Maturity Bond

AST PIMCO Total Return Bond

AST Preservation Asset Allocation

AST QMA US Equity Alpha

AST Quantitative Modeling

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 Wellington Management Hedged Equity

AST Western Asset Core Plus Bond

AIM VARIABLE INSURANCE FUNDS

(Invesco Variable Insurance Funds)

Invesco V.I. Capital Development Fund -- Series I shares

Invesco V.I. Dividend Growth Fund -- Series I shares

Invesco V.I. Global Health Care Fund -- Series I shares

Invesco V.I. Technology Fund -- Series I shares

FIRST DEFINED PORTFOLIO FUND, LLC

First Trust Target Focus Four

Global Dividend Target 15

NASDAQ(R) Target 15

S&P(R) Target 24

Target Managed VIP

The Dow(R) 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

NVIT Developing Markets Fund

PROFUNDS 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

SECURITY GLOBAL INVESTORS

NASDAQ-100(R)

Nova

Inverse S&P 500 Strategy

WELLS FARGO VARIABLE TRUST

Wells Fargo Advantage VT International Equity

Wells Fargo Advantage VT Intrinsic Value

Wells Fargo Advantage VT Omega Growth

Wells Fargo Advantage VT Small-Cap Growth

* no longer offered.

<PAGE>

CONTENTS

<TABLE>

<S> <C>

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

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

EXPENSE EXAMPLES....................................................................... 16

SUMMARY................................................................................ 17

INVESTMENT OPTIONS..................................................................... 20

WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS?.................... 20

WHAT ARE THE FIXED ALLOCATIONS?....................................................... 44

FEES AND CHARGES....................................................................... 45

WHAT ARE THE CONTRACT FEES AND CHARGES?............................................... 45

WHAT CHARGES APPLY TO THE FIXED ALLOCATIONS?.......................................... 46

WHAT CHARGES APPLY IF I CHOOSE AN ANNUITY PAYMENT OPTION?............................. 46

EXCEPTIONS/REDUCTIONS TO FEES AND CHARGES............................................. 46

PURCHASING YOUR ANNUITY................................................................ 47

WHAT ARE OUR REQUIREMENTS FOR PURCHASING THE ANNUITY?................................. 47

MANAGING YOUR ANNUITY.................................................................. 50

MAY I CHANGE THE OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS?....................... 50

MAY I RETURN MY ANNUITY IF I CHANGE MY MIND?.......................................... 51

MAY I MAKE ADDITIONAL PURCHASE PAYMENTS?.............................................. 51

MAY I MAKE SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT?.......................... 51

MAY I MAKE PURCHASE PAYMENTS THROUGH A SALARY REDUCTION PROGRAM?...................... 51

MANAGING YOUR ACCOUNT VALUE............................................................ 52

HOW AND WHEN ARE PURCHASE PAYMENTS INVESTED?.......................................... 52

ARE THERE RESTRICTIONS OR CHARGES ON TRANSFERS BETWEEN INVESTMENT OPTIONS?............ 52

DO YOU OFFER DOLLAR COST AVERAGING?................................................... 53

HOW DO THE FIXED ALLOCATIONS WORK?.................................................... 56

HOW DO YOU DETERMINE RATES FOR FIXED ALLOCATIONS?..................................... 56

WHAT HAPPENS WHEN MY GUARANTEE PERIOD MATURES?........................................ 57

DO YOU OFFER ANY AUTOMATIC REBALANCING PROGRAMS?...................................... 57

ARE ANY ASSET ALLOCATION PROGRAMS AVAILABLE?.......................................... 57

WHAT IS THE BALANCED INVESTMENT PROGRAM?.............................................. 57

MAY I GIVE MY FINANCIAL PROFESSIONAL PERMISSION TO FORWARD TRANSACTION INSTRUCTIONS?.. 58

MAY I AUTHORIZE MY THIRD PARTY INVESTMENT ADVISOR TO MANAGE MY ACCOUNT?............... 58

HOW DOES THE MARKET VALUE ADJUSTMENT WORK?............................................ 59

ACCESS TO ACCOUNT VALUE................................................................ 60

WHAT TYPES OF DISTRIBUTIONS ARE AVAILABLE TO ME?...................................... 60

ARE THERE TAX IMPLICATIONS FOR DISTRIBUTIONS?......................................... 60

CAN I WITHDRAW A PORTION OF MY ANNUITY?............................................... 60

CAN I MAKE PERIODIC WITHDRAWALS FROM THE ANNUITY DURING THE ACCUMULATION PERIOD?...... 60

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

CODE?............................................................................... 61

WHAT ARE REQUIRED MINIMUM DISTRIBUTIONS AND WHEN WOULD I NEED TO MAKE THEM?........... 61

CAN I SURRENDER MY ANNUITY FOR ITS VALUE?............................................. 61

WHAT TYPES OF ANNUITY OPTIONS ARE AVAILABLE?.......................................... 61

HOW AND WHEN DO I CHOOSE THE ANNUITY PAYMENT OPTION?.................................. 62

HOW ARE ANNUITY PAYMENTS CALCULATED?.................................................. 63

LIVING BENEFITS........................................................................ 64

DO YOU OFFER BENEFITS DESIGNED TO PROVIDE INVESTMENT PROTECTION FOR OWNERS WHILE THEY

ARE ALIVE?.......................................................................... 64

GUARANTEED RETURN OPTION PLUS/SM/ (GRO PLUS)/SM/...................................... 65

GUARANTEED RETURN OPTION (GRO)(R)..................................................... 70

GUARANTEED RETURN OPTION PLUS 2008/SM/ (GRO PLUS 2008)................................ 73

GUARANTEED RETURN OPTION PLUS/SM/ II (GRO Plus/SM/ II)................................ 78

</TABLE>

(i)

<PAGE>

<TABLE>

<S> <C>

HIGHEST DAILY GUARANTEED RETURN OPTION/SM/ (HD GRO)/SM/.................................... 83

HIGHEST DAILY/SM/ GUARANTEED RETURN OPTION/SM/ II (HD GRO/SM/ II).......................... 88

GUARANTEED MINIMUM WITHDRAWAL BENEFIT (GMWB)............................................... 92

GUARANTEED MINIMUM INCOME BENEFIT (GMIB)................................................... 95

LIFETIME FIVE/SM/ INCOME BENEFIT (LIFETIME FIVE)/SM/....................................... 99

SPOUSAL LIFETIME FIVE/SM/ INCOME BENEFIT (SPOUSAL LIFETIME FIVE)/SM/....................... 104

HIGHEST DAILY LIFETIME FIVE/SM/ INCOME BENEFIT (HIGHEST DAILY LIFETIME FIVE)/SM/........... 107

HIGHEST DAILY LIFETIME SEVEN/SM/ INCOME BENEFIT (HIGHEST DAILY LIFETIME SEVEN)/SM/......... 115

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

SEVEN)/SM/............................................................................... 127

HIGHEST DAILY LIFETIME 7 PLUS/SM/ INCOME BENEFIT (HIGHEST DAILY LIFETIME 7 PLUS)/SM/....... 136

SPOUSAL HIGHEST DAILY LIFETIME 7 PLUS/SM/ INCOME BENEFIT (SPOUSAL HIGHEST DAILY LIFETIME 7

PLUS)/SM/................................................................................ 149

HIGHEST DAILY LIFETIME/SM/ 6 PLUS INCOME BENEFIT (HD LIFETIME 6 PLUS)...................... 158

SPOUSAL HIGHEST DAILY LIFETIME/SM/ 6 PLUS INCOME BENEFIT (SHD LIFETIME 6 PLUS)............. 171

DEATH BENEFIT............................................................................... 181

WHAT TRIGGERS THE PAYMENT OF A DEATH BENEFIT?.............................................. 181

BASIC DEATH BENEFIT........................................................................ 181

OPTIONAL DEATH BENEFITS.................................................................... 181

PAYMENT OF DEATH BENEFITS.................................................................. 186

VALUING YOUR INVESTMENT..................................................................... 189

HOW IS MY ACCOUNT VALUE DETERMINED?........................................................ 189

WHAT IS THE SURRENDER VALUE OF MY ANNUITY?................................................. 189

HOW AND WHEN DO YOU VALUE THE SUB-ACCOUNTS?................................................ 189

HOW DO YOU VALUE FIXED ALLOCATIONS?........................................................ 189

WHEN DO YOU PROCESS AND VALUE TRANSACTIONS?................................................ 189

WHAT HAPPENS TO MY UNITS WHEN THERE IS A CHANGE IN DAILY ASSET-BASED CHARGES?.............. 191

TAX CONSIDERATIONS.......................................................................... 192

GENERAL INFORMATION......................................................................... 201

HOW WILL I RECEIVE STATEMENTS AND REPORTS?................................................. 201

WHO IS PRUDENTIAL ANNUITIES?............................................................... 201

WHAT ARE SEPARATE ACCOUNTS?................................................................ 202

WHAT IS THE LEGAL STRUCTURE OF THE UNDERLYING FUNDS?....................................... 203

WHO DISTRIBUTES ANNUITIES OFFERED BY PRUDENTIAL ANNUITIES?................................. 204

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................................ 208

FINANCIAL STATEMENTS....................................................................... 208

HOW TO CONTACT US.......................................................................... 208

INDEMNIFICATION............................................................................ 208

LEGAL PROCEEDINGS.......................................................................... 209

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION........................................ 209

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

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

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

APPENDIX C-2 - ADVISOR'S CHOICE PRIOR CONTRACT.............................................. C-3

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

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

APPENDIX F - DESCRIPTION AND CALCULATION OF PREVIOUSLY OFFERED OPTIONAL

DEATH BENEFITS............................................................................ F-1

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

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

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

APPENDIX J - FORMULA UNDER GRO PLUS 2008.................................................... J-1

</TABLE>

(ii)

<PAGE>

<TABLE>

<S> <C>

APPENDIX K - FORMULA UNDER HIGHEST DAILY LIFETIME SEVEN AND SPOUSAL HIGHEST DAILY

LIFETIME SEVEN INCOME BENEFIT..................................................... K-1

APPENDIX L - FORMULA UNDER HIGHEST DAILY LIFETIME 7 PLUS INCOME BENEFIT AND SPOUSAL

HIGHEST DAILY LIFETIME 7 PLUS INCOME BENEFIT...................................... L-1

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

APPENDIX N - FORMULA UNDER THE GUARANTEED RETURN OPTION PLUS BENEFIT................ N-1

APPENDIX O - FORMULA UNDER THE GUARANTEED RETURN OPTION BENEFIT..................... O-1

APPENDIX P - FORMULA FOR HIGHEST DAILY LIFETIME 6 PLUS AND SPOUSAL HIGHEST DAILY

LIFETIME 6 PLUS INCOME BENEFIT.................................................... P-1

APPENDIX Q - FORMULA FOR GRO PLUS II BENEFIT........................................ Q-1

APPENDIX R - FORMULA UNDER HIGHEST DAILY GRO........................................ R-1

APPENDIX S - FORMULA UNDER HIGHEST DAILY GRO II..................................... S-1

</TABLE>

(iii)

<PAGE>

GLOSSARY OF TERMS

Many terms used within this Prospectus are described within the text where

they appear. The description of those terms are not repeated in this Glossary

of Terms.

ACCOUNT VALUE: The value of each allocation to a Sub-account (also referred to

as "variable investment option") plus any Fixed Allocation prior to the

Annuity Date, increased by any earnings, and/or less any losses, distributions

and charges. Other than on the Annuity anniversary, the Account Value is

calculated before we assess any fee that is deducted from the Annuity annually

in arrears. The Account Value is determined separately for each Sub-account

and for each Fixed Allocation, and then totaled to determine the Account Value

for your entire Annuity. The Account Value of each MVA Fixed Allocation on any

day other than its Maturity Date may be calculated using a market value

adjustment. With respect to Annuities with a Highest Daily Lifetime Five

Income Benefit election, Account Value includes the value of any allocation to

the Benefit Fixed Rate Account.

ADVISOR: A person or entity which:

. is registered under the Investment Advisers Act of 1940, as amended, or,

where applicable, under equivalent state law or regulation regarding the

registration of investment advisors; or

. may provide investment advisory services but is exempt from such

registration.

ANNUITIZATION: The application of Account Value to one of the available

annuity options for the Owner to begin receiving periodic payments for life

(or joint lives), for a guaranteed minimum number of payments or for life with

a guaranteed minimum number of payments.

ANNUITY DATE: The date you choose for annuity payments to commence. Unless we

agree otherwise, for Annuities issued on or after November 20, 2006, the

Annuity Date must be no later than the first day of the calendar month

coinciding with or next following the later of: (a) the oldest Owner's or

Annuitant's 95/th/ birthday, (90/th/ birthday in New York) whichever occurs

first, and (b) the fifth anniversary of the Issue Date. With respect to

Annuities issued prior to November 20, 2006, please see the section of this

Prospectus entitled "How and When Do I Choose the Annuity Payment Option?".

ANNUITY YEAR: A 12-month period commencing on the Issue Date of the Annuity

and each successive 12-month period thereafter.

BENEFICIARY 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 the Annuity 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 investment option 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 pre-determined mathematical

formula 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.

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.

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 Protection Death Benefit.

FIXED ALLOCATION: An investment option that offers a fixed rate of interest

for a specified Guarantee Period during the accumulation period.

<PAGE>

Certain Fixed Allocations are subject to a market value adjustment if you

withdraw Account Value prior to the Fixed Allocations Maturity (MVA Fixed

Allocation). We also offer DCA Fixed Rate Options that are be 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.

GOOD ORDER: An instruction received by us, utilizing such forms, signatures,

and dating as we require, which is sufficiently complete and clear that we do

not need to exercise any discretion to follow such instructions. In your

Annuity contract, we use the term "In Writing" to refer to this general

requirement.

GUARANTEE PERIOD: A period of time during the accumulation period where we

credit a fixed rate of interest on a Fixed Allocation.

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.

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

2008/SM/ (GRO PLUS 2008)/GUARANTEED RETURN OPTION (GRO)(R)/HIGHEST DAILY

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

PLUS II (GRO PLUS II)/SM//HIGHEST DAILY/SM/ GUARANTEED RETURN OPTION/SM/ II

(HD GRO II). Each of GRO Plus, GRO Plus 2008, GRO, Highest Daily GRO, GRO Plus

II, and HD GRO II 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 a program that may transfer your Account Value

according to a predetermined mathematical formula. Each benefit has different

features, so please consult the pertinent benefit description in the section

of the prospectus entitled "Living Benefits". Certain of these benefits are no

longer available for election.

HIGHEST ANNIVERSARY VALUE DEATH BENEFIT ("HAV"): 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 amounts 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 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

Seven is the same class of optional benefit as our Highest Daily Lifetime Five

Income Benefit, but differs (among other things) with respect to how the

Protected Withdrawal Value is calculated and how the lifetime withdrawals are

calculated. We no longer offer Highest Daily Lifetime Seven.

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 benefit 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. We no longer offer Highest Daily Lifetime 7 Plus.

HIGHEST DAILY LIFETIME 6 PLUS 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

<PAGE>

the impact of market performance on your Account Value. Highest Daily Lifetime

6 Plus is the same class of optional benefit as our Highest Daily Lifetime 7

Plus Income Benefit, but differs (among other things) with respect to how the

Protected Withdrawal Value is calculated and how the lifetime withdrawals are

calculated.

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 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 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.

SERVICE OFFICE: The place to which all requests and payments regarding an

Annuity are to be sent. We may change the address of the Service Office at any

time. Please see the section of this prospectus entitled "How to Contact Us"

for the Service Office address.

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 benefit as our 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. We no longer

offer Spousal Highest Daily Lifetime Seven.

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 benefit 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. We no longer offer Spousal Highest Lifetime 7 Plus.

SPOUSAL HIGHEST DAILY LIFETIME 6 PLUS 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 6 Plus Income Benefit and is the same

class of optional benefit as our Spousal Highest Daily Lifetime 7 Plus 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.

<PAGE>

SUB-ACCOUNT: We issue your Annuity through our separate account. See "What is

the Separate Account?" under the General Information section. The separate

account invests in underlying mutual fund portfolios. From an accounting

perspective, we divide the separate account into a number of sections, each of

which corresponds to a particular underlying mutual fund portfolio. We refer

to each such section of our separate account as a "Sub-account".

SURRENDER VALUE: The value of your Annuity available upon surrender prior to

the Annuity Date. It equals the Account Value as of the date we price the

surrender minus the Annual Maintenance Fee, Tax Charge, the charge for any

optional benefits, and any additional amounts we applied to your Purchase

Payments that we may be entitled to recover under certain circumstances. There

is no Contingent Deferred Sales Charge upon surrender or partial withdrawal.

The surrender value may be calculated using a Market Value Adjustment with

respect to amounts in any MVA Fixed Allocation.

UNIT: A measure used to calculate your Account Value in a Sub-account during

the accumulation period.

VALUATION DAY: Every day the New York Stock Exchange is open for trading or

any other day the Securities and Exchange Commission requires mutual funds or

unit investment trusts to be valued.

<PAGE>

SUMMARY OF CONTRACT FEES AND CHARGES

Below is a summary of the fees and charges for the Annuity. Some fees and

charges are assessed against your Annuity while others are assessed against

assets allocated to the Sub-accounts. The fees and charges that are assessed

against the Annuity include the Transfer Fee, Tax Charge and Annual

Maintenance Fee. The charges that are assessed against the Sub-accounts are

the Mortality and Expense Risk charge, the charge for Administration of the

Annuity, and the charge for certain optional benefits you elect. Certain

optional benefits deduct a charge from each Annuity based on a percentage of a

"protected value." Each underlying mutual fund portfolio assesses a fee for

investment management, other expenses and with some mutual funds, a 12b-1 fee.

The prospectus for each underlying mutual fund provides more detailed

information about the expenses for the underlying mutual funds.

The following table provides a summary of the fees and charges you will pay if

you surrender the Annuity or transfer Account Value among investment options.

These fees and charges are described in more detail within this Prospectus.

<TABLE>

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

TRANSACTION FEES AND CHARGES

(assessed against the Annuity)

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

FEE/CHARGE AMOUNT DEDUCTED

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

<S> <C>

CONTINGENT DEFERRED SALES CHARGE There is no Contingent Deferred Sales Charge deducted upon

surrender or partial withdrawal.

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

TRANSFER FEE /1/ $10.00

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

TAX CHARGE (CURRENT) /2/ 0% to 3.5%

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

</TABLE>

1 Currently, we deduct the fee after the 20/th/ transfer each Annuity Year.

We guarantee that the number of charge free transfers per Annuity Year will

never be less than 12.

2 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.

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's annual expenses. These fees and charges are described in more

detail within this prospectus.

<TABLE>

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

PERIODIC FEES AND CHARGES

(assessed against the annuity)

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

FEE/CHARGE AMOUNT DEDUCTED

<S> <C>

ANNUAL MAINTENANCE FEE /1/ Lesser of $35 or 2% of Account Value

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

BENEFICIARY CONTINUATION OPTION ONLY Lesser of $30 or 2% of Account Value

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

ANNUAL FEES/CHARGES OF THE SUB-ACCOUNTS /2/

(assessed as a percentage of the average daily net assets of the Sub-accounts)

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

FEE/CHARGE AMOUNT DEDUCTED

MORTALITY & EXPENSE RISK CHARGE /3/ 0.50%

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

ADMINISTRATION CHARGE /3/ 0.15%

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

SETTLEMENT SERVICE CHARGE /4/ 1.40% (qualified); 1.00% (non-qualified)

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

TOTAL ANNUAL CHARGES OF THE SUB-ACCOUNTS 0.65%

(EXCLUDING SETTLEMENT SERVICE CHARGE)

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

</TABLE>

1 Assessed annually on the Annuity's anniversary date or upon surrender. Only

applicable if Account Value is less than $50,000. Fee may differ in certain

States. For beneficiaries who elect the non-qualified Beneficiary

Continuation Option, the fee is only applicable if Account Value is less

than $25,000 at the time the fee is assessed.

2 These charges are deducted daily and apply to Sub-accounts only.

3 The combination of the Mortality and Expense Risk Charge and Administration

Charge is referred to as the "Insurance Charge" elsewhere in this

Prospectus. Prior to July 1, 1994, total annual expenses under the Annuity

were 1.90%, including an investment allocation service charge of 1.00% and

0.90% for what we now refer to as the "Insurance Charge." Effective July 1,

1994, we no longer deducted the investment allocation service charge; total

annual expenses were then 0.90%. Effective May 1, 1998, the Insurance

Charge was further reduced to 0.65%.

4 The Mortality & Expense Risk Charge and the Administration Charge 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.

<PAGE>

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. The first column shows the charge for each

optional benefit on a maximum and current basis. Then, we show the total

expenses you would pay for an Annuity if you purchased the relevant optional

benefit. More specifically, we show the total charge for the optional benefit

plus the Total Annualized Insurance Fees/Charges applicable to the Annuity.

Where the charges cannot actually be totaled (because they are assessed

against different base values), we show both individual charges.

<TABLE>

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

YOUR OPTIONAL BENEFIT FEES AND

CHARGES /1/

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

OPTIONAL BENEFIT OPTIONAL BENEFIT/ TOTAL ANNUAL

FEE CHARGE CHARGE /2/

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

GRO PLUS II

CURRENT AND MAXIMUM CHARGE /4/ 0.60% 1.25%

(ASSESSED AGAINST SUB-ACCOUNT

NET ASSETS)

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

HIGHEST DAILY GRO II

CURRENT AND MAXIMUM CHARGE /4/ 0.60% 1.25%

(ASSESSED AGAINST SUB-ACCOUNT

NET ASSETS)

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

HIGHEST DAILY LIFETIME 6 PLUS (HD 6

PLUS)

MAXIMUM CHARGE /3/ 1.50% 0.65% + 1.50%

(ASSESSED AGAINST GREATER OF ACCOUNT

VALUE AND PWV)

CURRENT CHARGE 0.85% 0.65% + 0.85%

(ASSESSED AGAINST GREATER OF ACCOUNT

VALUE AND PWV)

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

HIGHEST DAILY LIFETIME 6 PLUS WITH

LIFETIME INCOME ACCELERATOR (LIA)

MAXIMUM CHARGE /3/ 2.00% 0.65% + 2.00%

(ASSESSED AGAINST GREATER OF ACCOUNT

VALUE AND PWV)

CURRENT CHARGE 1.20% 0.65% + 1.20%

(ASSESSED AGAINST GREATER OF ACCOUNT

VALUE AND PWV)

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

SPOUSAL HIGHEST DAILY LIFETIME 6 PLUS

MAXIMUM CHARGE /3/ 1.50% 0.65% + 1.50%

(ASSESSED AGAINST GREATER OF ACCOUNT

VALUE AND PWV)

CURRENT CHARGE 0.95% 0.65% + 0.95%

(ASSESSED AGAINST GREATER OF ACCOUNT

VALUE AND PWV)

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

GUARANTEED RETURN OPTION/GRO PLUS

MAXIMUM CHARGE /3/ 0.75% 1.40%

(ASSESSED AGAINST SUB-ACCOUNT

NET ASSETS)

CURRENT CHARGE 0.25% 0.90%

(ASSESSED AGAINST SUB-ACCOUNT

NET ASSETS)

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

GUARANTEED RETURN OPTION PLUS 2008

(GRO PLUS 2008)

MAXIMUM CHARGE /3/ 0.75% 1.40%

(ASSESSED AGAINST SUB-ACCOUNT

NET ASSETS)

CURRENT CHARGE 0.60% 1.25%

(ASSESSED AGAINST SUB-ACCOUNT

NET ASSETS)

(IF ELECTED ON OR AFTER MAY 1, 2009)

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

HIGHEST DAILY GUARANTEED RETURN

OPTION (HD GRO)

CURRENT AND MAXIMUM CHARGE /4/ 0.60% 1.25%

(ASSESSED AGAINST SUB-ACCOUNT

NET ASSETS)

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

</TABLE>

<PAGE>

<TABLE>

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

YOUR OPTIONAL BENEFIT FEES AND

CHARGES /1/

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

OPTIONAL BENEFIT OPTIONAL BENEFIT/ TOTAL ANNUAL

FEE CHARGE CHARGE /2/

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

GUARANTEED MINIMUM WITHDRAWAL BENEFIT

(GMWB)

MAXIMUM CHARGE /3/ 1.00% 1.65%

(ASSESSED AGAINST SUB-ACCOUNT

NET ASSETS)

CURRENT CHARGE 0.35% 1.00%

(ASSESSED AGAINST SUB-ACCOUNT

NET ASSETS)

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

GUARANTEED MINIMUM INCOME BENEFIT

(GMIB)

MAXIMUM CHARGE/ 3/ 1.00% of PIV 0.65%

(ASSESSED AGAINST PIV) + 1.00% of PIV

CURRENT CHARGE 0.50% of PIV 0.65%

(ASSESSED AGAINST PIV) + 0.50% of PIV

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

LIFETIME FIVE INCOME BENEFIT

MAXIMUM CHARGE/ 3/ 1.50% 2.15%

(ASSESSED AGAINST SUB-ACCOUNT

NET ASSETS)

CURRENT CHARGE 0.60% 1.25%

(ASSESSED AGAINST SUB-ACCOUNT

NET ASSETS)

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

SPOUSAL LIFETIME FIVE INCOME BENEFIT

MAXIMUM CHARGE/ 3/ 1.50% 2.15%

(ASSESSED AGAINST SUB-ACCOUNT

NET ASSETS)

CURRENT CHARGE 0.75% 1.40%

(ASSESSED AGAINST SUB-ACCOUNT

NET ASSETS)

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

HIGHEST DAILY LIFETIME FIVE INCOME

BENEFIT

MAXIMUM CHARGE/ 3/ 1.50% 2.15%

(ASSESSED AGAINST SUB-ACCOUNT

NET ASSETS)

CURRENT CHARGE 0.60% 1.25%

(ASSESSED AGAINST SUB-ACCOUNT

NET ASSETS)

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

HIGHEST DAILY LIFETIME SEVEN INCOME

BENEFIT

MAXIMUM CHARGE/ 3/ 1.50% 0.65% + 1.50%

(ASSESSED AGAINST THE PWV)

CURRENT CHARGE 0.60% 0.65% + 0.60%

(ASSESSED AGAINST THE PWV)

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

HIGHEST DAILY LIFETIME SEVEN

W/BENEFICIARY INCOME OPTION

MAXIMUM CHARGE/ 3/ 2.00% 0.65% + 2.00%

(ASSESSED AGAINST THE PWV)

CURRENT CHARGE 0.95% 0.65% + 0.95%

(ASSESSED AGAINST THE PWV)

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

HIGHEST DAILY LIFETIME SEVEN

W/LIFETIME INCOME ACCELERATOR

MAXIMUM CHARGE/ 3/ 2.00% 0.65% + 2.00%

(ASSESSED AGAINST THE PWV)

CURRENT CHARGE 0.95% 0.65% + 0.95%

(ASSESSED AGAINST THE PWV)

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

SPOUSAL HIGHEST DAILY LIFETIME SEVEN

INCOME BENEFIT

MAXIMUM CHARGE/ 3/ 1.50% 0.65% + 1.50%

(ASSESSED AGAINST THE PWV)

CURRENT CHARGE 0.75% 0.65% + 0.75%

(ASSESSED AGAINST THE PWV)

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

</TABLE>

<PAGE>

<TABLE>

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

YOUR OPTIONAL BENEFIT FEES AND

CHARGES /1/

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

OPTIONAL BENEFIT OPTIONAL BENEFIT/ TOTAL ANNUAL

FEE CHARGE CHARGE /2/

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

SPOUSAL HIGHEST DAILY LIFETIME SEVEN

W/BENEFICIARY INCOME OPTION

MAXIMUM CHARGE /3/ 2.00% 0.65% + 2.00%

(ASSESSED AGAINST THE PWV)

CURRENT CHARGE 0.95% 0.65% + 0.95%

(ASSESSED AGAINST THE PWV)

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

HIGHEST DAILY LIFETIME 7 PLUS

MAXIMUM CHARGE /3/ 1.50% 0.65% + 1.50%

(ASSESSED AGAINST THE GREATER OF

ACCOUNT VALUE AND PWV)

CURRENT CHARGE 0.75% 0.65% + 0.75%

(ASSESSED AGAINST THE GREATER OF

ACCOUNT VALUE AND PWV)

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

HIGHEST DAILY LIFETIME 7 PLUS WITH

BENEFICIARY INCOME OPTION

MAXIMUM CHARGE /3/ 2.00% 0.65% + 2.00%

(ASSESSED AGAINST THE GREATER OF

ACCOUNT VALUE AND PWV)

CURRENT CHARGE 1.10% 0.65% + 1.10%

(ASSESSED AGAINST THE GREATER OF

ACCOUNT VALUE AND PWV)

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

HIGHEST DAILY LIFETIME 7 PLUS WITH

LIFETIME INCOME ACCELERATOR

MAXIMUM CHARGE /3/ 2.00% 0.65% + 2.00%

(ASSESSED AGAINST THE GREATER OF

ACCOUNT VALUE AND PWV)

CURRENT CHARGE 1.10% 0.65% + 1.10%

(ASSESSED AGAINST THE GREATER OF

ACCOUNT VALUE AND PWV)

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

SPOUSAL HIGHEST DAILY LIFETIME 7 PLUS

MAXIMUM CHARGE /3/ (ASSESSED AGAINST 1.50% 0.65% + 1.50%

THE GREATER OF ACCOUNT VALUE AND PWV)

CURRENT CHARGE (ASSESSED AGAINST THE 0.90% 0.65% + 0.90%

GREATER OF ACCOUNT VALUE AND PWV)

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

SPOUSAL HIGHEST DAILY LIFETIME 7 PLUS

WITH BENEFICIARY INCOME OPTION

MAXIMUM CHARGE /3/ (ASSESSED AGAINST 2.00% 0.65% + 2.00%

THE GREATER OF ACCOUNT VALUE AND PWV)

CURRENT CHARGE (ASSESSED AGAINST THE 1.10% 0.65% + 1.10%

GREATER OF ACCOUNT VALUE AND PWV)

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

ENHANCED BENEFICIARY PROTECTION DEATH

BENEFIT

CURRENT CHARGE AND MAXIMUM CHARGE 0.25% 0.90%

/4/ (ASSESSED AGAINST SUB-ACCOUNT NET

ASSETS)

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

HIGHEST ANNIVERSARY VALUE DEATH

BENEFIT ("HAV")

CURRENT CHARGE AND MAXIMUM CHARGE/ 0.40% 1.05%

4/ (IF ELECTED ON OR AFTER MAY 1,

2009) (ASSESSED AGAINST SUB-ACCOUNT

NET ASSETS)

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

COMBINATION 5% ROLL-UP AND HAV DEATH

BENEFIT

CURRENT CHARGE AND MAXIMUM CHARGE/ 0.80% 1.45%

4/ (IF ELECTED ON OR AFTER MAY 1,

2009) (ASSESSED AGAINST SUB-ACCOUNT

NET ASSETS)

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

</TABLE>

<PAGE>

<TABLE>

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

YOUR OPTIONAL BENEFIT FEES AND

CHARGES /1/

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

OPTIONAL BENEFIT OPTIONAL BENEFIT/ TOTAL ANNUAL

FEE CHARGE CHARGE /2/

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

HIGHEST DAILY VALUE DEATH BENEFIT

("HDV")

CURRENT CHARGE AND MAXIMUM CHARGE 0.50% 1.15%

/4/ (ASSESSED AGAINST SUB-ACCOUNT NET

ASSETS)

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

</TABLE>

HOW CHARGE IS DETERMINED

1 GUARANTEED RETURN OPTION PLUS/ GUARANTEED RETURN OPTION: Charge for each

benefit is assessed against the average daily net assets of the

Sub-accounts. 0.90% total annual charge applies. This benefit is no longer

available for new elections.

GRO PLUS 2008: 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: 0.35% of Sub-account assets. 1.00%

total annual charge applies. If you elect the benefit on or after May 1,

2009, the total annual charge is 1.25%. This benefit is no longer available

for new election.

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: 0.35% of Sub-account assets. 1.00%

total annual charge applies. If you elect the benefit on or after May 1,

2009, the total annual charge is 1.25%. This benefit is no longer available

for new election.

GUARANTEED MINIMUM WITHDRAWAL BENEFIT: Charge for this benefit is assessed

against the average daily net assets of the Sub-accounts. 1.00% total

annual charge applies. 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. 0.50% of PIV for GMIB is in addition to 0.65% annual

charge. This benefit is no longer available for new elections.

LIFETIME FIVE INCOME BENEFIT: Charge for this benefit is assessed against

the average daily net assets of the Sub-accounts. 1.25% total annual charge

applies. 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. 1.40% total

annual charge applies. 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. 1.25%

total annual charge applies. This benefit is no longer available for new

elections.

HIGHEST DAILY LIFETIME SEVEN INCOME BENEFIT: Charge for this benefit is

assessed against the Protected Withdrawal Value ("PWV"). PWV is described

in the Living Benefits section of this Prospectus. As discussed in the

description of the benefit, the charge is taken out of the Sub-accounts.

0.60% is in addition to 0.65% annual charge. This benefit is no longer

available for new elections.

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.

0.95% is in addition to 0.65% of amounts invested in Sub-accounts. This

benefit is no longer available for new elections.

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.

0.95% is in addition to 0.65% annual charge of amounts invested in

Sub-accounts. This benefit is no longer available for new elections.

SPOUSAL HIGHEST DAILY LIFETIME SEVEN INCOME BENEFIT: Charge for this

benefit is assessed against the Protected Withdrawal Value ("PWV"). As

discussed in the description of the benefit, the charge is taken out of the

Sub-accounts. 0.75% is in addition to 0.65% annual charge. This benefit is

no longer available for new elections.

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. 0.95% is in addition to 0.65% annual charge of amounts

invested in the Sub-accounts. This benefit is no longer available for new

elections.

HIGHEST DAILY LIFETIME 7 PLUS. Charge for this benefit is assessed against

the greater of Account Value and PWV. As discussed in the description of

the benefit, the charge is taken out of the Sub-accounts and the DCA Fixed

Rate Options, if applicable. 0.75% is in addition to 0.65% annual charge of

amounts invested in the Sub-accounts. This benefit is no longer available

for new elections.

HIGHEST DAILY LIFETIME 7 PLUS WITH BIO. Charge for this benefit is assessed

against the greater of Account Value and PWV. As discussed in the

description of the benefit, the charge is taken out of the Sub-accounts and

the DCA Fixed Rate Options, if applicable. 1.10% is in addition to 0.65%

annual charge of amounts invested in the Sub-accounts. This benefit is no

longer available for new elections.

HIGHEST DAILY LIFETIME 7 PLUS WITH LIA. Charge for this benefit is assessed

against the greater of Account Value and PWV. As discussed in the

description of the benefit, the charge is taken out of the Sub-accounts and

the DCA Fixed Rate Options, if applicable. 1.10% is in addition to 0.65%

annual charge of amounts invested in the Sub-accounts. This benefit is no

longer available for new elections.

SPOUSAL HIGHEST DAILY LIFETIME 7 PLUS. Charge for this benefit is assessed

against the greater of Account Value and PWV. As discussed in the

description of the benefit, the charge is taken out of the Sub-accounts and

the DCA Fixed Rate Options, if applicable. 0.90% is in addition to 0.65%

annual charge of amounts invested in the Sub-accounts. This benefit is no

longer available for new elections.

SPOUSAL HIGHEST DAILY LIFETIME 7 PLUS WITH BIO. Charge for this benefit is

assessed against the greater of Account Value and PWV. As discussed in the

description of the benefit, the charge is taken out of the Sub-accounts and

the DCA Fixed Rate Options, if applicable. 1.10% is in addition to 0.65%

annual charge of amounts invested in the Sub-accounts. This benefit is no

longer available for new elections.

HIGHEST DAILY LIFETIME 6 PLUS. Charge for this benefit is assessed against

the greater of Account Value and PWV. As discussed in the description of

the benefit, the charge is taken out of the Sub-accounts and the DCA Fixed

Rate Options, if applicable. 0.85% is in addition to 0.65% annual charge of

amounts invested in the Sub-accounts.

HIGHEST DAILY LIFETIME 6 PLUS WITH LIA. Charge for this benefit is assessed

against the greater of Account Value and PWV. As discussed in the

description of the benefit, the charge is taken out of the Sub-accounts and

the DCA Fixed Rate Options, if applicable. 1.20% is in addition to 0.65%

annual charge of amounts invested in the Sub-accounts.

SPOUSAL HIGHEST DAILY LIFETIME 6 PLUS. Charge for this benefit is assessed

against the greater of Account Value and PWV. As discussed in the

description of the benefit, the charge is taken out of the Sub-accounts and

the DCA Fixed Rate Options, if applicable. 0.95% is in addition to 0.65%

annual charge of amounts invested in the Sub-accounts.

ENHANCED BENEFICIARY PROTECTION DEATH BENEFIT: Charge for this benefit is

assessed against the average daily net assets of the Sub-accounts. 0.90%

total annual charge applies. 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 fee was 0.25% of Sub-account

assets. 0.90% total annual charge applies. If you elected the benefit on or

after May 1, 2009, the total annual charge is 1.05%.

<PAGE>

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 fee was 0.50% of average

daily net assets and the total annual charge is 1.15%. If you elected the

benefit on or after May 1, 2009, the total annual charge is 1.45%.

HIGHEST DAILY VALUE DEATH BENEFIT: Charge for this benefit is assessed

against the average daily net assets of the Sub-accounts. 1.15% total

annual charge applies in all

Annuity years. This benefit is no longer available for new elections.

2 The Total Annual Charge includes the Insurance Charge and 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, Spousal Highest Daily Lifetime 7

Plus, Highest Daily Lifetime 6 Plus and Spousal Highest Daily Lifetime 6

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, Spousal Highest Daily Lifetime 7 Plus, Highest Daily

Lifetime 6 Plus and Spousal Highest Daily Lifetime 6 Plus one-fourth of the

annual charge is deducted quarterly. 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.

4 Our reference in the fee table to "current and maximum" charge does not

connote that we have the authority to increase the charge for Annuities

that already have been issued. Rather, the reference indicates that there

is no maximum charge to which the current charge could be increased for

existing Annuities. However, our State filings may have included a

provision allowing us to impose an increased charge for newly-issued

Annuities.

The following table provides the range (minimum and maximum) of the total

annual expenses for the underlying mutual funds ("Portfolios") as of

December 31, 2010 before any contractual waivers and expense reimbursements.

Each figure is stated as a percentage of the underlying Portfolio's average

daily net assets.

<TABLE>

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

TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES

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

MINIMUM MAXIMUM

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

TOTAL PORTFOLIO OPERATING EXPENSE 0.62% 2.49%

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

</TABLE>

The following are the total annual expenses for each underlying mutual fund

("Portfolio") as of December 31, 2010, except as noted and except if the

underlying portfolio's inception date is subsequent to December 31, 2010. The

"Total Annual Portfolio Operating Expenses" reflect the combination of the

underlying Portfolio's investment management fee, other expenses, any 12b-1

fees, and certain other expenses. Each figure is stated as a percentage of the

underlying Portfolio's average daily net assets. For certain of the

Portfolios, a portion of the management fee has been contractually waived

and/or other expenses have been contractually partially reimbursed, which is

shown in the table. 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 1-888-PRU-2888.

<TABLE>

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

UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES

(as a percentage of the average net assets of the underlying Portfolios)

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

For the year ended December 31, 2010

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

UNDERLYING Total

PORTFOLIO Broker Fees Acquired Annual Contractual

Dividend and Expenses Portfolio Portfolio Fee Waiver

Management Other Distribution Expense on on Short Fees & Operating or Expense

Fees Expenses (12b-1) Fees Short Sales Sales Expenses Expenses Reimbursement

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

ADVANCED SERIES TRUST

AST Academic Strategies

Asset Allocation 0.72% 0.06% 0.00% 0.04% 0.00% 0.73% 1.55% 0.00%

AST Advanced Strategies 0.85% 0.14% 0.00% 0.00% 0.00% 0.03% 1.02% 0.00%

AST AllianceBernstein Core

Value 0.75% 0.17% 0.00% 0.00% 0.00% 0.00% 0.92% 0.00%

AST American Century

Income & Growth 0.75% 0.17% 0.00% 0.00% 0.00% 0.00% 0.92% 0.00%

AST Balanced Asset

Allocation 0.15% 0.01% 0.00% 0.00% 0.00% 0.87% 1.03% 0.00%

AST BlackRock Global

Strategies/1/ 1.00% 0.15% 0.00% 0.00% 0.00% 0.03% 1.18% 0.07%

AST BlackRock Value 0.85% 0.12% 0.00% 0.00% 0.00% 0.00% 0.97% 0.00%

AST Bond Portfolio 2015/ 2/ 0.64% 0.19% 0.00% 0.00% 0.00% 0.00% 0.83% 0.00%

AST Bond Portfolio 2016/ 2/ 0.64% 0.29% 0.00% 0.00% 0.00% 0.00% 0.93% 0.00%

AST Bond Portfolio 2017/ 2/ 0.64% 0.24% 0.00% 0.00% 0.00% 0.00% 0.88% 0.00%

</TABLE>

<TABLE>

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

UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES

(as a percentage of the average net assets of the underlying Portfolios)

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

-----------

UNDERLYING

PORTFOLIO Net Annual

Fund

Operating

Expenses

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

<S> <C>

ADVANCED SERIES TRUST

AST Academic Strategies

Asset Allocation 1.55%

AST Advanced Strategies 1.02%

AST AllianceBernstein Core

Value 0.92%

AST American Century

Income & Growth 0.92%

AST Balanced Asset

Allocation 1.03%

AST BlackRock Global

Strategies/1/ 1.11%

AST BlackRock Value 0.97%

AST Bond Portfolio 2015/ 2/ 0.83%

AST Bond Portfolio 2016/ 2/ 0.93%

AST Bond Portfolio 2017/ 2/ 0.88%

</TABLE>

<PAGE>

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

UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES

(as a percentage of the average net assets of the underlying Portfolios)

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

<TABLE>

For the year ended December 31, 2010

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

UNDERLYING Total

PORTFOLIO Broker Fees Acquired Annual Contractual Net Annual

Dividend and Expenses Portfolio Portfolio Fee Waiver Fund

Management Other Distribution Expense on on Short Fees & Operating or Expense Operating

Fees Expenses (12b-1) Fees Short Sales Sales Expenses Expenses Reimbursement Expenses

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

ADVANCED SERIES TRUST

CONTINUED

AST Bond Portfolio

2018 /2/ 0.64% 0.23% 0.00% 0.00% 0.00% 0.00% 0.87% 0.00% 0.87%

AST Bond Portfolio

2019 /2/ 0.64% 0.24% 0.00% 0.00% 0.00% 0.00% 0.88% 0.00% 0.88%

AST Bond Portfolio

2020 /2/ 0.64% 0.25% 0.00% 0.00% 0.00% 0.00% 0.89% 0.00% 0.89%

AST Bond Portfolio

2021 /2/ 0.64% 0.39% 0.00% 0.00% 0.00% 0.00% 1.03% 0.03% 1.00%

AST Bond Portfolio

2022 /2/ 0.64% 0.33% 0.00% 0.00% 0.00% 0.00% 0.97% 0.00% 0.97%

AST Capital Growth

Asset Allocation 0.15% 0.01% 0.00% 0.00% 0.00% 0.91% 1.07% 0.00% 1.07%

AST CLS Growth Asset

Allocation 0.30% 0.02% 0.00% 0.00% 0.00% 0.85% 1.17% 0.00% 1.17%

AST CLS Moderate Asset

Allocation 0.30% 0.02% 0.00% 0.00% 0.00% 0.76% 1.08% 0.00% 1.08%

AST Cohen & Steers

Realty 1.00% 0.14% 0.00% 0.00% 0.00% 0.00% 1.14% 0.00% 1.14%

AST Federated

Aggressive Growth 0.95% 0.17% 0.00% 0.00% 0.00% 0.00% 1.12% 0.00% 1.12%

AST FI Pyramis(R)

Asset Allocation /3/ 0.85% 0.38% 0.00% 0.18% 0.05% 0.00% 1.46% 0.00% 1.46%

AST First Trust

Balanced Target 0.85% 0.13% 0.00% 0.00% 0.00% 0.00% 0.98% 0.00% 0.98%

AST First Trust

Capital Appreciation

Target 0.85% 0.13% 0.00% 0.00% 0.00% 0.00% 0.98% 0.00% 0.98%

AST Global Real Estate 1.00% 0.19% 0.00% 0.00% 0.00% 0.00% 1.19% 0.00% 1.19%

AST Goldman Sachs

Concentrated Growth 0.90% 0.12% 0.00% 0.00% 0.00% 0.00% 1.02% 0.00% 1.02%

AST Goldman Sachs

Large-Cap Value 0.75% 0.13% 0.00% 0.00% 0.00% 0.00% 0.88% 0.00% 0.88%

AST Goldman Sachs

Mid-Cap Growth 1.00% 0.14% 0.00% 0.00% 0.00% 0.00% 1.14% 0.00% 1.14%

AST Goldman

Sachs Small-Cap Value 0.95% 0.18% 0.00% 0.00% 0.00% 0.04% 1.17% 0.00% 1.17%

AST High Yield 0.75% 0.13% 0.00% 0.00% 0.00% 0.00% 0.88% 0.00% 0.88%

AST Horizon Growth

Asset Allocation 0.30% 0.03% 0.00% 0.00% 0.00% 0.86% 1.19% 0.00% 1.19%

AST Horizon Moderate

Asset Allocation 0.30% 0.02% 0.00% 0.00% 0.00% 0.81% 1.13% 0.00% 1.13%

AST International

Growth 1.00% 0.14% 0.00% 0.00% 0.00% 0.00% 1.14% 0.00% 1.14%

AST International Value 1.00% 0.14% 0.00% 0.00% 0.00% 0.00% 1.14% 0.00% 1.14%

AST Investment Grade

Bond /2/ 0.64% 0.15% 0.00% 0.00% 0.00% 0.00% 0.79% 0.00% 0.79%

AST Jennison Large-Cap

Growth 0.90% 0.12% 0.00% 0.00% 0.00% 0.00% 1.02% 0.00% 1.02%

AST Jennison Large-Cap

Value 0.75% 0.12% 0.00% 0.00% 0.00% 0.00% 0.87% 0.00% 0.87%

AST JPMorgan

International Equity 0.89% 0.15% 0.00% 0.00% 0.00% 0.00% 1.04% 0.00% 1.04%

AST J.P. Morgan

Strategic

Opportunities 1.00% 0.15% 0.00% 0.10% 0.01% 0.00% 1.26% 0.00% 1.26%

AST Large-Cap Value 0.75% 0.12% 0.00% 0.00% 0.00% 0.00% 0.87% 0.00% 0.87%

AST Lord Abbett Core

Fixed Income /4/ 0.80% 0.16% 0.00% 0.00% 0.00% 0.00% 0.96% 0.10% 0.86%

AST Marsico Capital

Growth 0.90% 0.12% 0.00% 0.00% 0.00% 0.00% 1.02% 0.00% 1.02%

</TABLE>

<PAGE>

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

UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES

(as a percentage of the average net assets of the underlying Portfolios)

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

<TABLE>

For the year ended December 31, 2010

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

UNDERLYING Total

PORTFOLIO Broker Fees Acquired Annual Contractual Net Annual

Dividend and Expenses Portfolio Portfolio Fee Waiver Fund

Management Other Distribution Expense on on Short Fees & Operating or Expense Operating

Fees Expenses (12b-1) Fees Short Sales Sales Expenses Expenses Reimbursement Expenses

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

ADVANCED SERIES TRUST

CONTINUED

AST MFS Global Equity 1.00% 0.25% 0.00% 0.00% 0.00% 0.00% 1.25% 0.00% 1.25%

AST MFS Growth 0.90% 0.12% 0.00% 0.00% 0.00% 0.00% 1.02% 0.00% 1.02%

AST Mid-Cap Value 0.95% 0.15% 0.00% 0.00% 0.00% 0.00% 1.10% 0.00% 1.10%

AST Money Market 0.50% 0.12% 0.00% 0.00% 0.00% 0.00% 0.62% 0.00% 0.62%

AST Neuberger Berman

Mid-Cap Growth 0.90% 0.14% 0.00% 0.00% 0.00% 0.00% 1.04% 0.00% 1.04%

AST Neuberger

Berman/LSV Mid-Cap

Value 0.90% 0.14% 0.00% 0.00% 0.00% 0.00% 1.04% 0.00% 1.04%

AST Parametric

Emerging Markets

Equity 1.10% 0.31% 0.00% 0.00% 0.00% 0.00% 1.41% 0.00% 1.41%

AST PIMCO Limited

Maturity Bond 0.65% 0.15% 0.00% 0.00% 0.00% 0.00% 0.80% 0.00% 0.80%

AST PIMCO Total Return

Bond 0.65% 0.12% 0.00% 0.00% 0.00% 0.00% 0.77% 0.00% 0.77%

AST Preservation Asset

Allocation 0.15% 0.02% 0.00% 0.00% 0.00% 0.82% 0.99% 0.00% 0.99%

AST Quantitative

Modeling /5/ 0.25% 0.11% 0.00% 0.00% 0.00% 0.95% 1.31% 0.06% 1.25%

AST QMA US Equity Alpha 1.00% 0.17% 0.00% 0.25% 0.24% 0.00% 1.66% 0.00% 1.66%

AST Schroders

Multi-Asset World

Strategies 1.10% 0.15% 0.00% 0.00% 0.00% 0.16% 1.41% 0.00% 1.41%

AST Small-Cap Growth 0.90% 0.14% 0.00% 0.00% 0.00% 0.00% 1.04% 0.00% 1.04%

AST Small-Cap Value 0.90% 0.13% 0.00% 0.00% 0.00% 0.00% 1.03% 0.00% 1.03%

AST T. Rowe Price

Asset Allocation 0.85% 0.13% 0.00% 0.00% 0.00% 0.00% 0.98% 0.00% 0.98%

AST T. Rowe Price

Global Bond 0.80% 0.18% 0.00% 0.00% 0.00% 0.00% 0.98% 0.00% 0.98%

AST T. Rowe Price

Large-Cap Growth 0.89% 0.13% 0.00% 0.00% 0.00% 0.00% 1.02% 0.00% 1.02%

AST T. Rowe Price

Natural Resources 0.90% 0.14% 0.00% 0.00% 0.00% 0.00% 1.04% 0.00% 1.04%

AST Wellington

Management Hedged

Equity 1.00% 0.17% 0.00% 0.00% 0.00% 0.00% 1.17% 0.00% 1.17%

AST Western Asset Core

Plus Bond 0.70% 0.13% 0.00% 0.00% 0.00% 0.00% 0.83% 0.00% 0.83%

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

FIRST DEFINED PORTFOLIO

FUND, LLC

First Trust(R) Target

Focus Four 0.60% 1.16% 0.25% 0.00% 0.00% 0.00% 2.01% 0.64% 1.37%

Global Dividend

Target 15 0.60% 0.68% 0.25% 0.00% 0.00% 0.00% 1.53% 0.06% 1.47%

NASDAQ(R) Target 15 0.60% 1.64% 0.25% 0.00% 0.00% 0.00% 2.49% 1.02% 1.47%

S&P(R) Target 24 0.60% 1.10% 0.25% 0.00% 0.00% 0.00% 1.95% 0.48% 1.47%

Target Managed VIP 0.60% 0.85% 0.25% 0.00% 0.00% 0.00% 1.70% 0.23% 1.47%

The Dow(R) DART 10 0.60% 1.24% 0.25% 0.00% 0.00% 0.00% 2.09% 0.62% 1.47%

The Dow(R) Target

Dividend 0.60% 0.75% 0.25% 0.00% 0.00% 0.00% 1.60% 0.13% 1.47%

Value Line(R) Target 25 0.60% 0.98% 0.25% 0.00% 0.00% 0.00% 1.83% 0.36% 1.47%

</TABLE>

<PAGE>

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

UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES

(as a percentage of the average net assets of the underlying Portfolios)

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

<TABLE>

For the year ended December 31, 2010

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

UNDERLYING Total

PORTFOLIO Broker Fees Acquired Annual Contractual Net Annual

Dividend and Expenses Portfolio Portfolio Fee Waiver Fund

Management Other Distribution Expense on on Short Fees & Operating or Expense Operating

Fees Expenses (12b-1) Fees Short Sales Sales Expenses Expenses Reimbursement Expenses

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

FRANKLIN TEMPLETON

VARIABLE INSURANCE

PRODUCTS TRUST /6/

Franklin Templeton VIP

Founding Funds

Allocation Fund -

Class 4 0.00% 0.11% 0.35% 0.00% 0.00% 0.67% 1.13% 0.01% 1.12%

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

AIM VARIABLE INSURANCE

FUNDS (INVESCO

VARIABLE INSURANCE

FUNDS)

Invesco V.I. Capital

Development Fund -

Series I shares /7/ 0.75% 0.34% 0.00% 0.00% 0.00% 0.00% 1.09% 0.00% 1.09%

Invesco V.I. Dividend

Growth Fund - Series

I shares /8/ 0.50% 0.32% 0.00% 0.00% 0.00% 0.00% 0.82% 0.15% 0.67%

Invesco V.I. Global

Health Care Fund -

Series I shares /9/ 0.75% 0.37% 0.00% 0.00% 0.00% 0.00% 1.12% 0.00% 1.12%

Invesco V.I.

Technology Fund -

Series I shares 0.75% 0.39% 0.00% 0.00% 0.00% 0.00% 1.14% 0.00% 1.14%

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

NATIONWIDE VARIABLE

INSURANCE TRUST

NVIT Developing Markets 0.95% 0.37% 0.25% 0.00% 0.00% 0.00% 1.57% 0.00% 1.57%

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

PROFUND VP

Access VP High Yield 0.75% 0.88% 0.25% 0.00% 0.00% 0.00% 1.88% 0.20% 1.68%

Asia 30 0.75% 0.74% 0.25% 0.00% 0.00% 0.00% 1.74% 0.06% 1.68%

Banks 0.75% 0.89% 0.25% 0.00% 0.00% 0.00% 1.89% 0.21% 1.68%

Basic Materials 0.75% 0.76% 0.25% 0.00% 0.00% 0.00% 1.76% 0.08% 1.68%

Bear 0.75% 0.75% 0.25% 0.00% 0.00% 0.00% 1.75% 0.07% 1.68%

Biotechnology 0.75% 0.79% 0.25% 0.00% 0.00% 0.00% 1.79% 0.11% 1.68%

Bull 0.75% 0.74% 0.25% 0.00% 0.00% 0.00% 1.74% 0.06% 1.68%

Consumer Goods 0.75% 0.83% 0.25% 0.00% 0.00% 0.00% 1.83% 0.15% 1.68%

Consumer Services 0.75% 0.95% 0.25% 0.00% 0.00% 0.00% 1.95% 0.27% 1.68%

Europe 30 0.75% 0.71% 0.25% 0.00% 0.00% 0.00% 1.71% 0.03% 1.68%

Financials 0.75% 0.80% 0.25% 0.00% 0.00% 0.00% 1.80% 0.12% 1.68%

Health Care 0.75% 0.75% 0.25% 0.00% 0.00% 0.00% 1.75% 0.07% 1.68%

Industrials 0.75% 0.89% 0.25% 0.00% 0.00% 0.00% 1.89% 0.21% 1.68%

Internet 0.75% 0.81% 0.25% 0.00% 0.00% 0.00% 1.81% 0.13% 1.68%

Japan 0.75% 0.77% 0.25% 0.00% 0.00% 0.00% 1.77% 0.09% 1.68%

Large-Cap Growth 0.75% 0.83% 0.25% 0.00% 0.00% 0.00% 1.83% 0.15% 1.68%

Large-Cap Value 0.75% 0.88% 0.25% 0.00% 0.00% 0.00% 1.88% 0.20% 1.68%

Mid-Cap Growth 0.75% 0.83% 0.25% 0.00% 0.00% 0.00% 1.83% 0.15% 1.68%

Mid-Cap Value 0.75% 0.87% 0.25% 0.00% 0.00% 0.00% 1.87% 0.19% 1.68%

NASDAQ-100 0.75% 0.78% 0.25% 0.00% 0.00% 0.00% 1.78% 0.10% 1.68%

Oil & Gas 0.75% 0.77% 0.25% 0.00% 0.00% 0.00% 1.77% 0.09% 1.68%

Pharmaceuticals 0.75% 0.78% 0.25% 0.00% 0.00% 0.00% 1.78% 0.10% 1.68%

Precious Metals 0.75% 0.76% 0.25% 0.00% 0.00% 0.00% 1.76% 0.08% 1.68%

Real Estate 0.75% 0.83% 0.25% 0.00% 0.00% 0.00% 1.83% 0.15% 1.68%

Rising Rates

Opportunity 0.75% 0.71% 0.25% 0.00% 0.00% 0.00% 1.71% 0.03% 1.68%

Semiconductor 0.75% 0.96% 0.25% 0.00% 0.00% 0.00% 1.96% 0.28% 1.68%

Short Mid-Cap 0.75% 0.72% 0.25% 0.00% 0.00% 0.00% 1.72% 0.04% 1.68%

Short NASDAQ-100 0.75% 0.81% 0.25% 0.00% 0.00% 0.00% 1.81% 0.13% 1.68%

</TABLE>

<PAGE>

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

UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES

(as a percentage of the average net assets of the underlying Portfolios)

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

<TABLE>

For the year ended December 31, 2010

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

UNDERLYING Total

PORTFOLIO Broker Fees Acquired Annual Contractual Net Annual

Dividend and Expenses Portfolio Portfolio Fee Waiver Fund

Management Other Distribution Expense on on Short Fees & Operating or Expense Operating

Fees Expenses (12b-1) Fees Short Sales Sales Expenses Expenses Reimbursement Expenses

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

PROFUND VP CONTINUED

Short Small-Cap 0.75% 0.80% 0.25% 0.00% 0.00% 0.00% 1.80% 0.12% 1.68%

Small-Cap Growth 0.75% 0.87% 0.25% 0.00% 0.00% 0.00% 1.87% 0.19% 1.68%

Small-Cap Value 0.75% 0.96% 0.25% 0.00% 0.00% 0.00% 1.96% 0.28% 1.68%

Technology 0.75% 0.74% 0.25% 0.00% 0.00% 0.00% 1.74% 0.06% 1.68%

Telecommunications 0.75% 0.78% 0.25% 0.00% 0.00% 0.00% 1.78% 0.10% 1.68%

U.S. Government Plus 0.50% 0.72% 0.25% 0.00% 0.00% 0.00% 1.47% 0.09% 1.38%

UltraBull 0.75% 0.78% 0.25% 0.00% 0.00% 0.00% 1.78% 0.10% 1.68%

UltraMid-Cap 0.75% 0.78% 0.25% 0.00% 0.00% 0.00% 1.78% 0.10% 1.68%

UltraNASDAQ - 100 0.75% 0.80% 0.25% 0.00% 0.00% 0.00% 1.80% 0.12% 1.68%

UltraSmall-Cap 0.75% 0.82% 0.25% 0.00% 0.00% 0.00% 1.82% 0.14% 1.68%

Utilities 0.75% 0.77% 0.25% 0.00% 0.00% 0.00% 1.77% 0.09% 1.68%

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

SECURITY GLOBAL

INVESTORS

NASDAQ-100(R) 0.75% 0.84% 0.00% 0.00% 0.00% 0.00% 1.59% 0.00% 1.59%

Nova 0.75% 0.80% 0.00% 0.00% 0.00% 0.00% 1.55% 0.00% 1.55%

Rydex Inverse S&P 500

Strategy 0.90% 0.80% 0.00% 0.00% 0.00% 0.00% 1.70% 0.00% 1.70%

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

THE PRUDENTIAL SERIES

FUND

SP International Growth 0.85% 0.25% 0.00% 0.00% 0.00% 0.00% 1.10% 0.00% 1.10%

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

WELLS FARGO VARIABLE

TRUST

Wells Fargo Advantage

VT Intrinsic Value -

class 2 0.55% 0.29% 0.25% 0.00% 0.00% 0.01% 1.10% 0.09% 1.01%

Wells Fargo Advantage

VT Omega Growth -

class 1 0.55% 0.23% 0.00% 0.00% 0.00% 0.00% 0.78% 0.03% 0.75%

Wells Fargo Avantage

VT Small-Cap Growth -

class 1 0.75% 0.20% 0.00% 0.00% 0.00% 0.00% 0.95% 0.00% 0.95%

Wells Fargo Advantage

VT International

Equity - class 1 0.75% 0.26% 0.00% 0.00% 0.00% 0.01% 1.02% 0.32% 0.70%

</TABLE>

/1/ Assuming completion of a pending reorganization transaction, Prudential

Investments LLC and AST Investment Services, Inc. (together, the

Investment Managers) have contractually agreed to waive a portion of their

investment management fees and/or reimburse certain expenses so that the

investment management fees plus other expenses (exclusive in all cases of

taxes, interest on borrowings, short sale interest and dividend expenses,

brokerage commissions, distribution fees, acquired fund and

exchange-traded fund fees and expenses, and extraordinary expenses) for

the AST BlackRock Global Strategies Portfolio do not exceed 1.08% of its

average daily net assets through May 1, 2012. This expense limitation may

not be terminated or modified prior to May 1, 2012, but may be

discontinued or modified thereafter. The decision on whether to renew,

modify, or discontinue this expense limitation after May 1, 2012 will be

subject to review by the Investment Managers and the Board of Trustees of

the Trust.

/2/ The Investment Managers (Prudential Investments LLC and AST Investment

Services, Inc.) have contractually agreed to waive a portion of their

investment management fees and/or reimburse certain expenses for the

Portfolio so that the Portfolio's investment management fees plus other

expenses (exclusive in all cases of taxes, interest, brokerage

commissions, distribution fees, acquired fund fees and expenses and

extraordinary expenses) do not exceed 1.00% of the Portfolio's average

daily net assets through April 30, 2012. This arrangement may not be

terminated or modified prior to April 30, 2012, and may be discontinued or

modified thereafter. The decision on whether to renew, modify or

discontinue the arrangement after April 30, 2012 will be subject to review

by the Investment Managers and the Fund's Board of Trustees.

/3/ Pyramis is a registered service mark of FMR LLC. Used under license.

/4/ The Investment Managers (Prudential Investments LLC and AST Investment

Services, Inc.) have contractually agreed to waive a portion of

their investment management fee, so that the effective management fee rate

paid by the Portfolio is as follows: 0.70% to $500 million of average

daily net assets; 0.675% over $500 million in average daily net assets up

to and including $1 billion in average daily net assets; and 0.65% over $1

billion in average daily net assets. This arrangement may not be

terminated or modified prior to June 30, 2014, and may be discontinued or

modified thereafter. The decision on whether to renew, modify or

discontinue the arrangement after June 30, 2014 will be subject to review

by the Investment Managers and the Fund's Board of Trustees.

/5/ The Investment Managers (Prudential Investments LLC and AST Investment

Services, Inc.) have contractually agreed to waive a portion of their

investment management fees and/or reimburse certain expenses for the

Portfolio so that the Portfolio's investment management fees plus other

expenses (exclusive in all cases of taxes, interest, brokerage

commissions, distribution fees, acquired fund fees and expenses and

extraordinary expenses) do not exceed 0.30% of the Portfolio's average

daily net assets through May 1, 2012. This arrangement may not be

terminated or modified prior to May 1, 2012,

<PAGE>

and may be discontinued or modified thereafter. The decision on whether to

renew, modify or discontinue the arrangement after May 1, 2012 will be

subject to review by the Investment Managers and the Fund's Board of

Trustees.

/6/ The Fund's administrator has contractually agreed to waive or limit its

fee and to assume as its own expense certain expenses of the Fund so that

common annual Fund operating expenses (i.e., a combination of fund

administration fees and other expenses, but excluding Rule 12b-1 fees and

acquired fund fees and expenses) do not exceed 0.10% (other than certain

non-routine expenses or costs, including those relating to litigation,

indemnification, reorganizations, and liquidations) until April 30, 2012.

The Fund does not pay management fees but will directly bear its

proportionate share of any management fees and other expenses paid by the

underlying funds (or "acquired funds") in which it invests. Acquired

funds' estimated fees and expenses are based on the acquired funds'

annualized expenses.

/7 /The Adviser has contractually agreed, through at least April 30, 2012, to

waive a portion of its advisory fees to the extent necessary so that the

advisory fees payable by the Fund do not exceed a specified maximum annual

advisory fee rate, wherein the fee rate includes breakpoints and is based

upon net asset levels. The Fund's maximum annual advisory fee rate ranges

from 0.745% (for average net assets up to $250 million) to 0.64% (for

average net assets over $10 billion). The Adviser has contractually agreed,

through at least June 30, 2012, to waive advisory fees and/or reimburse

expenses of Series I shares to the extent necessary to limit Total Annual

Portfolio Operating Expenses (subject to the certain exclusions) of Series

I shares to 1.30% of average daily net assets.

/8 /Total Annual Portfolio Operating Expenses have been restated and reflect

the reorganization of one or more affiliated investment companies into the

Fund. The Adviser has contractually agreed, through at least June 30, 2012,

to waive advisory fees and/or reimburse expenses of Series I shares to the

extent necessary to limit Net Annual Fund Operating Expenses (subject to

certain exclusions) of Series I shares to 0.67% of average daily net assets.

/9./ The Adviser has contractually agreed, through at least April 30, 2012, to

waive advisory fees and/or reimburse expenses of Series I shares to the

extent necessary to limit Net Annual Fund Operating Expenses (excluding

certain items) of Series I shares to 1.30% of average daily net assets. In

determining the Adviser's obligation to waive advisory fees and/or

reimburse expenses, the following expenses are not taken into account, and

could cause the Net Annual Fund Operating Expenses to exceed the numbers

reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short

sales; (iv) extraordinary or non-routine items; (v) expenses that the Fund

has incurred but did not actually pay because of an expense offset

arrangement. Unless the Board of Trustees and Invesco Advisers, Inc.

mutually agree to amend or continue the fee waiver agreement, it will

terminate on April 30, 2012.

<PAGE>

EXPENSE EXAMPLES

These examples are intended to help you compare the cost of investing in the

Annuity with the cost of investing in other variable annuities. Below are

examples showing what you would pay in expenses at the end of the stated time

periods had you invested $10,000 in the Annuity and your investment has a 5%

return each year. The examples reflect the following fees and charges for the

Annuity as described in "Summary of Contract Fees and Charges":

. Insurance Charge

. Annual Maintenance Fee

. The maximum combination of optional benefit charges

The examples also assume the following for the period shown:

. You allocate all of your Account Value to the Sub-account with the

maximum gross total annual operating expenses for 2010, 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 6 Plus with Combination 5% Roll-up

and HAV Death Benefit (which are the maximum combination of available

optional benefit charges)

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

* Note: Not all portfolios offered as Sub-accounts may be available depending

on optional benefit selection, the applicable jurisdiction and selling firm.

THE EXAMPLES ARE ILLUSTRATIVE ONLY - THEY SHOULD NOT BE CONSIDERED A

REPRESENTATION OF PAST OR FUTURE EXPENSES OF THE UNDERLYING MUTUAL FUNDS OR

THEIR PORTFOLIOS - ACTUAL EXPENSES WILL BE LESS THAN THOSE SHOWN 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:

<TABLE>

1 YEAR 3 YEARS 5 YEARS 10 YEARS

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

$544 $1,654 $2,794 $5,783

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

</TABLE>

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

<TABLE>

1 YEAR 3 YEARS 5 YEARS 10 YEARS

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

$544 $1,654 $2,794 $5,783

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

</TABLE>

If you do not surrender your annuity:

<TABLE>

1 YEAR 3 YEARS 5 YEARS 10 YEARS

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

$544 $1,654 $2,794 $5,783

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

</TABLE>

For information relating to accumulation unit values pertaining to the

Sub-accounts please see Appendix A - Condensed Financial Information about

Separate Account B.

<PAGE>

SUMMARY

Advisors Choice 2000 ("Choice 2000")

This Summary describes key features of the variable annuity 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 annuity.

Your financial advisor 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 to a provide income during your retirement. With the help of your

financial advisor, you choose how to invest your money within your annuity.

Any allocation that is recommended to you by your financial professional may

be different than automatic asset transfers that may be made under the

Annuity, such as under a pre-determined mathematical formula used with an

optional living benefit. 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 advisor 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 could purchase the variable annuity 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 held

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.

HOW DO I PURCHASE THE VARIABLE ANNUITY? This Annuity is no longer available

for new purchases. This Annuity was designed for sale solely in connection

with investment advisory services provided by an Advisor. The minimum initial

purchase payment is $5,000.

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 is dictated

by State 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

<PAGE>

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. 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. See the "Tax

Considerations" section of this Prospectus.

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 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 (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

applicable optional benefits section as for more information. In the Living

Benefits section, we describe these guaranteed minimum withdrawal benefits,

which allow you to withdraw a specified amount each year for life (or joint

lives, for the spousal version of the benefit). Please be aware that if you

withdraw more than that amount in a given year (i.e., excess income), that may

permanently reduce the guaranteed amount you can withdraw in future years.

Thus, you should think carefully before taking such excess income.

These benefits contain detailed provisions, so please see the following

sections of the Prospectus for complete details:

. Highest Daily Lifetime 6 Plus

. Highest Daily Lifetime 6 Plus with Lifetime Accelerator

. Spousal Highest Daily Lifetime 6 Plus

. Highest Daily Lifetime 7 Plus*

. Spousal Highest Daily Lifetime 7 Plus*

. 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.

OPTIONS FOR GUARANTEED ACCUMULATION. We offer 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 II

. Highest Daily Guaranteed Return Option II

. Guaranteed Return Option Plus 2008*

. Guaranteed Return Option Plus (GRO Plus)*

<PAGE>

. Guaranteed Return Option (GRO)*

. Highest Daily Guaranteed Return Option*

* No longer available for new elections

There are other optional living and death benefits that we previously offered,

but are not currently available. See the applicable section of this Prospectus

for details.

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. The annuity offers a basic

death benefit. In general, 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.

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.

WHAT ARE THE ANNUITY'S FEES AND CHARGES? There is no contingent deferred sales

charge applied if you surrender your Annuity or make a partial withdrawal.

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 any 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 the lesser of $35.00 or 2% of

your Account Value. The Annual Maintenance Fee is only deducted if your

Account Value is less than $50,000.

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 daily. 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

is equal to 0.65% annually.

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.

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 advisor 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 fund.

<PAGE>

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 Annuity are managed by the same

portfolio advisor or sub-advisor as a retail mutual fund of the same or

similar name that the Portfolio may have been modeled after at its inception.

Certain retail mutual funds may also have been modeled after a Portfolio.

While the investment objective and policies of the retail mutual funds and the

Portfolios may be substantially similar, the actual investments will differ to

varying degrees. Differences in the performance of the funds can be expected,

and in some cases could be substantial. You should not compare the performance

of a publicly traded mutual fund with the performance of any similarly named

Portfolio offered as a Sub-account. Details about the investment objectives,

policies, risks, costs and management of the Portfolios are found in the

prospectuses for the underlying mutual funds. The current prospectus and

statement of additional information for the underlying Portfolios can be

obtained by calling 1-888-PRU-2888.

Effective March 16, 2001, the Nova, Inverse S&P 500 Strategy (f/k/a Inverse

S&P 500) and NASDAQ-100(R) (f/k/a OTC) portfolios of Rydex Variable Trust are

no longer offered as Sub-accounts under the Annuity. Owners of Annuities

issued on or after March 16, 2001 will not be allowed to allocate Account

Value to the Rydex Nova, Rydex Inverse S&P 500 Strategy or Rydex NASDAQ-100(R)

Sub-accounts. Except as noted below, Owners of Annuities issued before

March 16, 2001, and/or their authorized investment professionals, will no

longer be able to allocate additional Account Value or make transfers into the

Rydex Nova, Rydex Inverse S&P 500 Strategy or Rydex NASDAQ-100(R)

Sub-accounts. Annuity Owners and/or their authorized Financial Professionals

who elect to transfer Account Value out of the Rydex Sub-accounts on or after

March 16, 2001 will not be allowed to transfer Account Value into the Rydex

Sub-accounts at a later date. Electronic funds transfer, dollar cost

averaging, asset allocation and rebalancing programs that were effective

before March 16, 2001 and included one or more of the Rydex Sub-accounts will

be allowed to continue. However, no changes involving the Rydex Sub-accounts

may be made to such programs.

Effective May 1, 2004, the SP William Blair International Growth Portfolio

(formerly the SP Jennison International Growth Portfolio) is no longer offered

as a Sub-account under the Annuity, except as follows: if at any time prior to

May 1, 2004 you had any portion of your Account Value allocated to the SP

William Blair International Growth Sub-account, you may continue to allocate

Account Value and make transfers into and/or out of the SP William Blair

International Growth Sub-account, including any electronic funds transfer,

dollar cost averaging, asset allocation and rebalancing programs. If you never

had a portion of your Account Value allocated to the SP William Blair

International Growth Sub-account prior to May 1, 2004 or if you purchase your

Annuity on or after May 1, 2004, you cannot allocate Account Value to the SP

William Blair International Growth Sub-Account.

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 Custom Portfolios Program

(FKA - Optional Allocation and Rebalancing Program). If you participate in the

Custom Portfolios Program, you may not participate in an

<PAGE>

Automatic Rebalancing Program. We may modify or terminate the Custom

Portfolios 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.

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 BlackRock Global Strategies

Income Benefit Portfolio

Highest Daily Value Death Benefit AST Preservation Asset Allocation

Highest Daily Lifetime Seven with Portfolio

Beneficiary Income Option AST FI Pyramis(R) Asset Allocation

Spousal Highest Daily Lifetime Seven Portfolio

with Beneficiary Income Option AST First Trust Balanced Target

Highest Daily Lifetime Seven with Portfolio

Lifetime Income Accelerator AST First Trust Capital Appreciation

Highest Daily Lifetime 7 Plus Income Target Portfolio

Benefit AST Schroders Multi-Asset World

Highest Daily Lifetime 7 Plus with Strategies Portfolio

Beneficiary Income Option AST Advanced Strategies Portfolio

Highest Daily Lifetime 7 Plus with AST T. Rowe Price Asset Allocation

Lifetime Income Accelerator Portfolio

Spousal Highest Daily Lifetime 7 AST CLS Growth Asset Allocation

Plus Income Benefit Portfolio

Spousal Highest Daily Lifetime 7 AST CLS Moderate Asset Allocation

Plus with Beneficiary Portfolio

Income Option AST Horizon Growth Asset Allocation

Highest Daily Lifetime 6 Plus Portfolio

Highest Daily Lifetime 6 Plus with AST Horizon Moderate Asset

Lifetime Income Accelerator Allocation Portfolio

Spousal Highest Daily Lifetime 6 Plus AST J.P. Morgan Strategic

Highest Daily GRO II Opportunities Portfolio

GRO Plus II AST Wellington Management Hedged

Equity Portfolio

Franklin Templeton VIP Founding

Funds Allocation Fund

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

OPTIONAL BENEFIT NAME* ALL INVESTMENT OPTIONS PERMITTED,

EXCEPT THESE:

Combo 5% Rollup & HAV Death Benefit Value Line(R) Target 25

Guaranteed Minimum Income Benefit Invesco V.I. Technology

Guaranteed Minimum Withdrawal Benefit NASDAQ(R) Target 15

GRO/GRO PLUS/GRO PLUS 2008 Access VP High Yield

Highest Anniversary Value Death ProFund VP UltraNASDAQ 100

Benefit ProFund VP UltraSmall-Cap

Highest Daily GRO 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

Wells Fargo Advantage VT Small-Cap

Growth

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

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

Invesco V.I. Technology

NASDAQ(R) Target 15

Access VP High Yield

ProFund VP UltraNASDAQ 100

ProFund VP UltraSmall-Cap

ProFund VP Semiconductor

<PAGE>

ALL INVESTMENT OPTIONS PERMITTED, EXCEPT THESE:

ProFund VP Internet

ProFund VP UltraBull

ProFund VP Technology

ProFund VP Biotechnology

ProFund VP Short Small-Cap

ProFund VP Short Mid-Cap

Wells Fargo Advantage VT Small-Cap Growth

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

* Detailed Information regarding these optional benefits can be found in the

"Living Benefits" and "Death Benefit" sections of this Prospectus.

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,

the AST Western Asset Core Plus Bond Portfolio, and the AST Lord Abbett

Core Fixed Income 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, subject to the

predetermined mathematical formula inherent in any applicable optional

benefit. Note that on the first quarter-end following your participation in

the Custom Portfolios Program (FKA - Optional Allocation and Rebalancing

Program), we will re-balance your Account Value so that the percentages

devoted to each Portfolio remain the same as those in effect when you began

the Custom Portfolios Program.

(d)between quarter-ends, you may re-allocate your Account Value among the

investment options permitted within this category. If you reallocate, the

next quarterly rebalancing will restore the percentages to those of your

most recent reallocation.

Group II: Custom Portfolios Program (FKA - 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 Spousal AST Balanced Asset Allocation

Highest Daily Lifetime Seven with AST CLS Growth Asset Allocation

Beneficiary Income Option AST CLS Moderate Asset Allocation

Highest Daily Lifetime Seven with AST AllianceBernstein Core Value

Lifetime Income Accelerator AST American Century Income & Growth

Highest Daily Lifetime 7 Plus AST Capital Growth Asset Allocation

Spousal Highest Daily Lifetime 7 Plus AST Cohen & Steers Realty

Highest Daily Lifetime 7 Plus with AST BlackRock Global Strategies

Beneficiary Income Option AST BlackRock Value

Spousal Highest Daily Lifetime 7 AST Federated Aggressive Growth

Plus with Beneficiary Income Option AST FI Pyramis(R) Asset Allocation

Highest Daily Lifetime 7 Plus with AST First Trust Balanced Target

Lifetime Income Accelerator AST First Trust Capital Appreciation

Highest Daily Lifetime 6 Plus Target

Highest Daily Lifetime 6 Plus with AST Global Real Estate

Lifetime Income Accelerator AST Goldman Sachs Concentrated Growth

Spousal Highest Daily Lifetime 6 Plus AST Goldman Sachs Large-Cap Value

GRO Plus II AST Goldman Sachs Mid-Cap Growth

Highest Daily GRO II 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 J.P. Morgan Strategic

Opportunities

AST Jennison Large-Cap Growth

AST Jennison Large-Cap Value

AST Large-Cap Value

AST Lord Abbett Core Fixed Income

AST Marsico Capital Growth

AST MFS Global Equity

AST MFS Growth

AST Mid-Cap Value

AST Money Market

<PAGE>

PERMITTED PORTFOLIOS

AST Neuberger Berman Mid-Cap Growth

AST Neuberger Berman/LSV Mid-Cap Value

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 Wellington Management Hedged Equity

AST Western Asset Core Plus Bond

Franklin Templeton VIP Founding Funds Allocation Fund

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.

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.

<PAGE>

<TABLE>

STYLE/ INVESTMENT OBJECTIVES/POLICIES PORTFOLIO

TYPE ADVISOR/

SUB-ADVISOR

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

ADVANCED SERIES TRUST

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

ASSET AST ACADEMIC STRATEGIES ASSET AlphaSimplex

ALLOCA ALLOCATION PORTFOLIO: seeks long Group, LLC; AQR

TION term capital appreciation. The Capital

Portfolio is a multi-asset class Management, LLC;

fund that pursues both top-down CNH Partners,

asset allocation strategies and LLC; First

bottom-up selection of securities, Quadrant L.P.;

investment managers, and mutual Jennison Associates

funds. Under normal circumstances, LLC; Mellon

approximately 60% of the assets will Capital

be allocated to traditional asset Management

classes (including US and Corporation; Pacific

international equities and bonds) Investment

and approximately 40% of the assets Management

will be allocated to nontraditional Company LLC

asset classes (including real (PIMCO);

estate, commodities, and alternative Prudential Bache

strategies). Those percentages are Asset Management,

subject to change at the discretion Incorporated;

of the advisor. Prudential

Investments LLC;

Quantitative

Management

Associates LLC;

J.P. Morgan

Investment

Management, Inc.

(on or about August

24, 2011)

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

ASSET AST ADVANCED STRATEGIES PORTFOLIO: LSV Asset

ALLOCA seeks a high level of absolute Management;

TION return. The Portfolio uses Marsico Capital

traditional and non-traditional Management, LLC;

investment strategies by investing Pacific Investment

in domestic and foreign equity and Management

fixed-income securities, derivative Company LLC

instruments and other investment (PIMCO); T. Rowe

companies. The asset allocation Price Associates,

generally provides for an allotment Inc.; William Blair

of 60% of the portfolio's assets to & Company, LLC;

a combination of domestic and Quantitative

international equity strategies and Management

the remaining 40% of assets in a Associates LLC

combination of U.S. fixed income,

hedged international bond, real

return assets and other investment

companies. The manager will allocate

the assets of the portfolio across

different investment categories and

subadvisors.

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

LARGE CAP AST ALLIANCEBERNSTEIN CORE VALUE AllianceBernstein

VALUE PORTFOLIO: seeks long-term capital L.P.

growth by investing primarily in

common stocks. The subadvisor

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 subadvisor seeks to identify

individual companies with cash flow

potential that may not be recognized

by the market at large.

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

</TABLE>

<PAGE>

<TABLE>

STYLE/ INVESTMENT OBJECTIVES/POLICIES PORTFOLIO

TYPE ADVISOR/

SUB-ADVISOR

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

LARGE CAP AST AMERICAN CENTURY INCOME & GROWTH American Century

VALUE PORTFOLIO: seeks capital growth with Investment

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 subadvisor

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: seeks to obtain a 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, within 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, exchange

traded funds (ETFs), and futures

contracts, swap agreements and other

financial and derivative instruments.

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

ASSET AST BLACKROCK GLOBAL STRATEGIES BlackRock

ALLOCA PORTFOLIO (formerly SP Growth Asset Financial

TION Allocation Portfolio): seeks a high Management, Inc.

total return consistent with a

moderate level of risk. The

Portfolio is a global, multi

asset-class portfolio that invests

directly in, among other things,

equity and equity-related

securities, investment grade debt

securities (including, without

limitation, U.S. Treasuries and U.S.

government securities),

non-investment grade bonds (also

known as "high yield bonds" or "junk

bonds"), real estate investment

trusts (REITs), exchange traded

funds (ETFs), and derivative

instruments, including

commodity-linked derivative

instruments.

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

LARGE CAP AST BLACKROCK VALUE PORTFOLIO: seeks BlackRock

VALUE maximum growth of capital by Investment

investing primarily in the value Managment, LLC

stocks of larger companies. The

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 subadvisor

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.

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

FIXED AST BOND PORTFOLIOS 2015, 2016, Prudential

INCOME 2017, 2018, 2019, 2020, 2021, AND Investment

2022: each AST Bond Portfolio seeks Management, Inc.

the highest potential total return

consistent with its specified level

of risk tolerance to meet the

parameters established to support

the GRO benefits and maintain

liquidity to support changes in

market conditions for the fixed

maturity year indicated in its name.

Please note that you may not make

purchase payments to each Portfolio,

and that each Portfolio is available

only with certain living benefits.

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

ASSET AST CAPITAL GROWTH ASSET ALLOCATION Prudential

ALLOCA PORTFOLIO: seeks to obtain a 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, within 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, ETFs, and

futures contracts, swap agreements

and other financial and derivative

instruments.

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

</TABLE>

<PAGE>

<TABLE>

STYLE/ INVESTMENT OBJECTIVES/POLICIES PORTFOLIO

TYPE ADVISOR/

SUB-ADVISOR

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

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 money market

instruments and debt securities,

which may include non-investment

grade bonds. "Non-investment grade

bonds" are commonly referred to as

"junk bonds".

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

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 money market

instruments and debt securities,

which may include non-investment

grade bonds. "Non-investment grade

bonds" are commonly referred to as

"junk bonds".

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

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).

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

SMALL CAP AST FEDERATED AGGRESSIVE GROWTH Federated Equity

GROWTH PORTFOLIO: seeks capital growth. The Management

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

companies will be defined as

companies with market

capitalizations similar to companies

in the Russell 2000 and S&P 600

Small Cap Index.

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

ASSET AST FI PYRAMIS(R) ASSET ALLOCATION Pyramis Global

ALLOCA PORTFOLIO: seeks to maximize Advisors, LLC a

TION potential total return. In seeking Fidelity

to achieve the Portfolio's Investments

investment objective, the company

Portfolio's assets will be allocated

across six uniquely specialized

investment strategies (collectively,

the Investment Strategies). The

Portfolio will have four strategies

that invest primarily in equity

securities (i.e., the Equity

Strategies), one fixed-income

strategy (i.e., the Broad Market

Duration Strategy), and one strategy

designed to provide liquidity (i.e.,

the Liquidity Strategy). Pyramis is

a registered service mark of FMR

LLC. Used under license.

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

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 equity securities 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.

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

</TABLE>

<PAGE>

<TABLE>

STYLE/ INVESTMENT OBJECTIVES/POLICIES PORTFOLIO

TYPE ADVISOR/

SUB-ADVISOR

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

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

equity securities 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.

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

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 CAP AST GOLDMAN SACHS CONCENTRATED Goldman Sachs

GROWTH GROWTH PORTFOLIO: seeks long-term Asset Management,

growth of capital. The Portfolio L.P.

will pursue its objective by

investing primarily in equity

securities of companies that the

subadvisor 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 subadvisor to

be positioned for long-term growth.

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

LARGE CAP AST GOLDMAN SACHS LARGE-CAP VALUE Goldman Sachs

VALUE PORTFOLIO (formerly AST Asset Management,

AllianceBernstein Growth & Income L.P.

Portfolio): seeks long-term growth

of capital. The Portfolio seeks to

achieve its investment objective by

investing in value opportunities

that Goldman Sachs Asset Management,

L.P. ("GSAM"), the Portfolio's sole

subadvisor, defines as companies

with identifiable competitive

advantages whose intrinsic value is

not reflected in the stock price.

The Fund invests, under normal

circumstances, at least 80% of its

net assets plus any borrowings for

investment purposes (measured at

time of purchase) ("Net Assets") in

a diversified portfolio of equity

investments in large-cap U.S.

issuers with public stock market

capitalizations within the range of

the market capitalization of

companies constituting the Russell

1000 Value Index at the time of

investment.

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

MID CAP AST GOLDMAN SACHS MID-CAP GROWTH Goldman Sachs

GROWTH PORTFOLIO: seeks long-term growth of Asset Management,

capital. 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 subadvisor

seeks to identify individual

companies with earnings growth

potential that may not be recognized

by the market at large.

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

SMALL CAP AST GOLDMAN SACHS SMALL-CAP VALUE Goldman Sachs

VALUE PORTFOLIO: seeks long-term capital Asset Management,

appreciation. The Portfolio will L.P.

seek its objective through

investments primarily in equity

securities that are believed to be

undervalued in the marketplace. The

Portfolio will invest, under normal

circumstances, at least 80% of the

value of its assets plus any

borrowings for investment purposes

in small capitalization companies.

The 80% investment requirement

applies at the time the Portfolio

invests its assets. The Portfolio

generally defines small

capitalization companies as

companies with market

capitalizations that are within the

range of the Russell 2000 Value

Index at the time of purchase.

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

FIXED AST HIGH YIELD PORTFOLIO: seeks J.P. Morgan

INCOME maximum total return, consistent Investment

with preservation of capital and Management, Inc.;

prudent investment management. The Prudential

Portfolio will invest, under normal Investment

circumstances, at least 80% of its Management, Inc.

net assets plus any borrowings for

investment purposes (measured at

time of purchase) in non-investment

grade high yield bonds (also known

as "junk bonds"), 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

Moody's Investors Services, Inc. or

equivalently rated by Standard &

Poor's Corporation, or Fitch, or, if

unrated, determined by the

sub-advisor to be of comparable

quality.

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

</TABLE>

<PAGE>

<TABLE>

STYLE/ INVESTMENT OBJECTIVES/POLICIES PORTFOLIO

TYPE ADVISOR/

SUB-ADVISOR

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

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 to maximize total return, Investment

consistent with the preservation of Management, Inc.

capital and liquidity needs to meet

the parameters established to

support the Highest Daily Lifetime

Seven, Highest Daily Lifetime 7

Plus, Highest Daily Lifetime 6 Plus

and Highest Daily Lifetime Income

benefits. Please note that you may

not make purchase payments to this

Portfolio, and that this Portfolio

is available only with certain

living benefits.

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

LARGE CAP AST JENNISON LARGE-CAP GROWTH Jennison Associates

GROWTH PORTFOLIO: seeks long-term growth of LLC

capital. Under normal market

conditions, the Portfolio will

invest at least 80% of its

investable assets in the equity and

equity-related securities of

large-capitalization companies

measured, at the time of purchase,

to be within the market

capitalization of the Russell

1000(R) Index. In deciding which

equity securities to buy, the

subadvisor will use a growth

investment style and will invest in

stocks it believes could experience

superior sales or earnings growth,

or high returns on equity and

assets. Stocks are selected on a

company-by-company basis using

fundamental analysis. The companies

in which the subadvisor will invest

generally tend to have a unique

market niche, a strong new product

profile or superior management.

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

LARGE CAP AST JENNISON LARGE-CAP VALUE Jennison Associates

VALUE PORTFOLIO: seeks capital LLC

appreciation. Under normal market

conditions, the Portfolio will

invest at least 80% of its

investable assets in the equity and

equity-related securities of

large-capitalization companies

measured, at the time of purchase,

to be within the market

capitalization of the Russell

1000(R) Index. In deciding which

equity securities to buy, the

subadvisor will use a value

investment style and will invest in

common stocks that it believes are

being valued at a discount to their

intrinsic value, as defined by the

value of their earnings, free cash

flow, the value of their assets,

their private market value, or some

combination of these factors. The

subadvisor will look for catalysts

that will help unlock a common

stock's true value.

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

</TABLE>

<PAGE>

<TABLE>

STYLE/ INVESTMENT OBJECTIVES/POLICIES PORTFOLIO

TYPE ADVISOR/

SUB-ADVISOR

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

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.

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

ASSET AST J.P. MORGAN STRATEGIC J.P. Morgan

ALLOCA OPPORTUNITIES PORTFOLIO: seeks to Investment

TION maximize total return, consisting of Management, Inc.

capital appreciation and current

income. The Portfolio invests in

securities and financial instruments

to gain exposure to global equity,

global fixed income and cash

equivalent markets, including global

currencies. The Portfolio may invest

in equity and fixed income

securities (including non-investment

grade bonds or "junk bonds") of

issuers located within and outside

the United States or in open-end

investment companies advised by J.P.

Morgan Investment Management, Inc.,

the Portfolio's subadvisor, to gain

exposure to certain global equity

and global fixed income markets.

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

LARGE CAP AST LARGE-CAP VALUE PORTFOLIO: seeks Eaton Vance

VALUE current income and long-term growth Management;

of income, as well as capital Hotchkis and Wiley

appreciation. The Portfolio invests, Capital

under normal circumstances, at least Management, LLC

80% of its net assets in common

stocks of large capitalization

companies. Large capitalization

companies are those companies with

market capitalizations within the

market capitalization range of the

Russell 1000 Value Index.

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

FIXED AST LORD ABBETT CORE FIXED INCOME Lord, Abbett & Co.

INCOME PORTFOLIO (formerly AST Lord Abbett LLC

Bond- Debenture Portfolio): seeks

income and capital appreciation to

produce a high total return. Under

normal market conditions, the

Portfolio pursues its investment

objective by investing at least 80%

of its net assets in debt (or fixed

income) securities of various types.

The Portfolio primarily invests in

securities issued or guaranteed by

the U.S. government, its agencies or

government-sponsored enterprises;

investment grade debt securities of

U.S. issuers; investment grade debt

securities of non-U.S. issuers that

are denominated in U.S. dollars;

mortgage-backed and other

asset-backed securities; senior

loans, and loan participations and

assignments; and derivative

instruments, such as options,

futures contracts, forward contracts

or swap agreements. The Portfolio

attempts to manage interest rate

risk through its management of the

average duration of the securities

it holds in its portfolio. The

Portfolio expects to maintain its

average duration range within two

years of the bond market's duration

as measured by the Barclays Capital

U.S. Aggregate Bond Index (which was

approximately five years as of

December 31, 2010).

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

LARGE CAP AST MARSICO CAPITAL GROWTH Marsico Capital

GROWTH PORTFOLIO: seeks capital growth. Management, LLC

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

subadvisor 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 subadvisor has observed.

The subadvisor 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 and replacing existing

positions 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.

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

</TABLE>

<PAGE>

<TABLE>

STYLE/ INVESTMENT OBJECTIVES/POLICIES PORTFOLIO

TYPE ADVISOR/

SUB-ADVISOR

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

LARGE CAP AST MFS GROWTH PORTFOLIO: seeks Massachusetts

GROWTH long-term capital growth and future, Financial Services

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 subadvisor focuses on investing

the Portfolio's assets in the stocks

of companies it believes to have

above-average earnings growth

potential compared to other

companies. The subadvisor uses a

"bottom up" as opposed to a "top

down" investment style in managing

the Portfolio.

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

MID CAP AST MID-CAP VALUE PORTFOLIO: seeks EARNEST Partners

VALUE to provide capital growth by LLC; WEDGE

investing primarily in Capital

mid-capitalization stocks that Management, LLP

appear to be undervalued. The

Portfolio generally invests, under

normal circumstances, at least 80%

of the value of its net assets in

mid- capitalization companies.

Mid-capitalization companies are

generally those that have market

capitalizations, at the time of

purchase, within the market

capitalization range of companies

included in the Russell Midcap(R)

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 subadvisor 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: seeks capital Management;

growth. Under normal market Neuberger Berman

conditions, the Portfolio invests at Management LLC

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) Value 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. Neuberger

Berman looks for well-managed

companies whose stock prices are

undervalued and that may rise in

price before other investors realize

their worth. LSV Asset Management

(LSV) follows an active investment

strategy utilizing a quantitative

investment model to evaluate and

recommend investment decisions for

its portion of the Portfolio in a

bottom-up, contrarian value approach.

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

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 of

issuers (i) located in emerging

market countries, which are

generally those not considered to be

developed market countries, or (ii)

included (or considered for

inclusion) as emerging markets

issuers in one or more broad-based

market indices. Emerging market

countries are generally countries

not considered to be developed

market countries, and therefore not

included in the Morgan Stanley

Capital International (MSCI) World

Index. 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.

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

</TABLE>

<PAGE>

<TABLE>

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 investments,

which may be represented by forwards

or derivatives such as options,

futures contracts, or swap

agreements. The average portfolio

duration normally varies within a

one -to-three year time-frame based

on the subadvisor's forecast of

interest rates. The Portfolio may

invest up to 10% total assets in

non-investment grade bonds which are

commonly known as "junk bonds".

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

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. The average portfolio

duration normally varies within two

years (+/-) of the duration of the

Barclay's Capital U.S. Aggregate

Bond Index. The Portfolio may invest

up to 10% total assets in

non-investment grade bonds which are

commonly known as "junk bonds".

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

ASSET AST PRESERVATION ASSET ALLOCATION Prudential

ALLOCA PORTFOLIO: seeks to obtain a 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, within 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, ETFs, and

futures contracts, swap agreements

and other financial and derivative

instruments.

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

LARGE CAP AST QMA US EQUITY ALPHA PORTFOLIO: Quantitative

BLEND seeks long term capital Management

appreciation. The portfolio utilizes Associates LLC

a long/short investment strategy and

will normally invest at least 80% of

its net assets plus borrowings in

equity and equity related securities

of 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 QUANTITATIVE MODELING PORTFOLIO: Quantitative

ALLOCA seeks a high potential return while Management

TION attempting to mitigate downside risk Associates LLC

during adverse market cycles. The

Portfolio is comprised of a blend of

equities and fixed income. Upon the

commencement of operations of the

Portfolio, approximately 90% of the

Portfolio's net assets will be

allocated to the capital growth

segment, with the remainder of its

net assets (i.e., approximately 10%)

being allocated to the fixed-income

segment. Asset allocation transfers

within the Portfolio between the

capital growth segment and the fixed

income segment will be governed

primarily by the application of a

quantitative model. The model,

however, will not generate: (i) a

transfer to the capital growth

segment from the fixed-income

segment that would result in more

than 90% of the Portfolio's net

assets being allocated to the

capital growth segment, (ii) a

transfer to the fixed-income segment

from the capital growth segment that

would result in more than 90% of the

Portfolio's net assets being

allocated to the fixed-income

segment, or (iii) a large-scale

transfer between the Portfolio's

segments that exceeds certain

pre-determined percentage

thresholds. An Owner's specific

investment experience will depend,

in part, on how the Portfolio's

assets were allocated between the

capital growth segment and the

fixed-income segment during the

period in which the Owner was

invested in the Portfolio.

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

ASSET AST SCHRODERS MULTI-ASSET WORLD Schroder

ALLOCA STRATEGIES PORTFOLIO: seeks Investment

TION long-term capital appreciation Management North

through a global flexible asset America Inc.

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, non-investment grade bonds,

Emerging Market Debt 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 subadvisor's

assessments of changing market,

economic, financial and political

factors and events.

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

</TABLE>

<PAGE>

<TABLE>

STYLE/ INVESTMENT OBJECTIVES/POLICIES PORTFOLIO

TYPE ADVISOR/

SUB-ADVISOR

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

SMALL CAP AST SMALL-CAP GROWTH PORTFOLIO: Eagle Asset

GROWTH seeks long-term capital growth. The Management, Inc.

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) Growth Index at the

time of the Portfolio's investment.

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

SMALL CAP AST SMALL-CAP VALUE PORTFOLIO: seeks ClearBridge

VALUE to provide long-term capital growth Advisors, LLC; J.P.

by investing primarily in Morgan Investment

small-capitalization stocks that Management, Inc.;

appear to be undervalued. The Lee Munder Capital

Portfolio invests, under normal Group, LLC

circumstances, at least 80% of the

value of its assets in small

capitalization companies. Small

capitalization companies are

generally defined as stocks of

companies with market

capitalizations that are within the

market capitalization range of the

Russell 2000(R) Value Index.

Securities of companies whose market

capitalizations no longer meet the

definition of small capitalization

companies after purchase by the

Portfolio will still be considered

to be small capitalization companies

for purposes of the Portfolio's

policy of investing at least 80% of

its assets in small capitalization

companies.

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

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 over shorter time periods

depending on the subadvisor's

outlook for the markets. The

subadvisor 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 Associates, Inc.

current income and capital growth by

investing in high-quality foreign

and U.S. dollar-denominated bonds.

The Portfolio will normally 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-related 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 subadvisor

believes that the currency risk can

be minimized through hedging. The

Portfolio may also invest in

convertible securities, commercial

paper and bank debt and loan

participations. The Portfolio may

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 CAP AST T. ROWE PRICE LARGE-CAP GROWTH T. Rowe Price

GROWTH PORTFOLIO: seeks long-term growth of Associates, Inc.

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 investing

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.

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

</TABLE>

<PAGE>

<TABLE>

STYLE/ INVESTMENT OBJECTIVES/POLICIES PORTFOLIO

TYPE ADVISOR/

SUB-ADVISOR

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

ASSET AST WELLINGTON MANAGEMENT HEDGED Wellington

ALLOCA EQUITY PORTFOLIO (formerly AST Management

TION Aggressive Asset Allocation Company, LLP

Portfolio): Seeks to outperform its

blended benchmark index over a full

market cycle. The Portfolio will use

a broad spectrum of Wellington

Management's equity investment

strategies to invest in a broadly

diversified portfolio of common

stocks while also pursuing a

downside risk overlay. The Portfolio

will normally invest at least 80% of

its assets in common stocks of

small, medium and large companies

and may also invest up to 30% of its

assets in equity securities of

foreign issuers and non-dollar

securities.

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

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. The Portfolio's current

target average duration is generally

2.5 to 7 years. The Portfolio

pursues this objective by investing

in all major fixed income sectors

with a bias towards non-Treasuries.

The Portfolio has the ability to

invest up to 20% in below investment

grade securities. Securities rated

below investment grade are commonly

known as "junk bonds" or "high

yield" securities.

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

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 on or

about the applicable stock selection

date.

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

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 initially 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 initially 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.

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

</TABLE>

<PAGE>

<TABLE>

STYLE/ INVESTMENT OBJECTIVES/POLICIES PORTFOLIO

TYPE ADVISOR/

SUB-ADVISOR

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

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 U.S.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

expected to be relatively equally

weighted in the portfolio on or

about the applicable stock selection

date.

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

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 expected to be relatively

equally weighted in the portfolio on

or about the applicable stock

selection date.

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

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 Timeliness/tm/. 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

initially weight each security in

the portfolio.

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

FRANKLIN TEMPLETON VARIABLE

INSURANCE PRODUCTS TRUST

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

MODERATE FRANKLIN TEMPLETON VIP FOUNDING Franklin Templeton

ALLO FUNDS ALLOCATION FUND: Seeks capital Services, LLC

CATION 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 NVIT DEVELOPING MARKETS FUND: seeks Nationwide Fund

NATIONAL long-term capital appreciation, Advisors/ Baring

EQUITY under normal conditions by investing International

at least 80% of the value of its net Investment Limited

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.

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

AIM VARIABLE INSURANCE FUNDS

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

MID CAP AIM VARIABLE INSURANCE FUNDS Invesco Advisers,

GROWTH (INVESCO VARIABLE INSURANCE FUNDS) - Inc.

INVESCO V.I. CAPITAL DEVELOPMENT

FUND - SERIES I SHARES: seeks

long-term capital growth. The Fund

invests primarily in equity

securities of mid-capitalization

issuers.

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

SPECIALTY AIM VARIABLE INSURANCE FUNDS Invesco Advisers,

(INVESCO VARIABLE INSURANCE FUNDS) - Inc.

INVESCO V.I. DIVIDEND GROWTH FUND -

SERIES I SHARES: seeks to provide

reasonable current income and

long-term growth of income and

capital. The Fund will normally

invest at least 80% of its net

assets (plus any borrowings for

investment purposes) in common

stocks of companies which pay

dividends and have the potential for

increasing dividends.

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

SPECIALTY AIM VARIABLE INSURANCE FUNDS Invesco Advisers,

(INVESCO VARIABLE INSURANCE FUNDS) - Inc.

INVESCO V.I. GLOBAL HEALTH CARE FUND

- SERIES I SHARES: seeks long-term

growth of capital. The Fund invests,

under normal circumstances, at least

80% of net assets (plus borrowings

for investment purposes) in

securities issued by domestic and

foreign companies and governments

engaged primarily in the health care

industry.

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

</TABLE>

<PAGE>

<TABLE>

STYLE/ INVESTMENT OBJECTIVES/POLICIES PORTFOLIO

TYPE ADVISOR/

SUB-ADVISOR

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

SPECIALTY AIM VARIABLE INSURANCE FUNDS Invesco Advisers,

(INVESCO VARIABLE INSURANCE FUNDS) - Inc.

INVESCO V.I. TECHNOLOGY FUND -

SERIES I SHARES: seeks long-term

growth of capital. The Fund invests,

under normal circumstances, at least

80% of net assets (plus borrowings

for investment purposes) in

securities of issuers engaged

primarily in technology-related

industries. The Fund invests

primarily in equity securities.

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

PROFUND VP

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

EACH PROFUND VP PORTFOLIO DESCRIBED BELOW IS DESIGNED TO SEEK DAILY

INVESTMENT RESULTS THAT, BEFORE FEES AND EXPENSES, CORRESPOND TO THE

PERFORMANCE OF A DAILY BENCHMARK, SUCH AS THE DAILY PRICE

PERFORMANCE, THE INVERSE (OPPOSITE) OF THE DAILY PRICE PERFORMANCE,

A MULTIPLE OF THE DAILY PRICE PERFORMANCE, OF AN INDEX OR SECURITY.

ULTRA PROFUND VPS ARE DESIGNED TO CORRESPOND TO A MULTIPLE OF THE

DAILY PERFORMANCE OF AN UNDERLYING INDEX. INVERSE PROFUND VPS ARE

DESIGNED TO CORRESPOND TO THE INVERSE (OPPOSITE) OF THE DAILY

PERFORMANCE OF AN UNDERLYING INDEX. THE INVESTMENT STRATEGY OF SOME

OF THE PORTFOLIOS MAY MAGNIFY (BOTH POSITIVELY AND NEGATIVELY) THE

DAILY INVESTMENT RESULTS OF THE APPLICABLE INDEX OR SECURITY. 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)(the "Index"). To meet its

investment objective, the Fund

invests in equity securities and

derivatives that ProFund Advisors

believes, in combination, should

have similar daily return

characteristics as the daily return

of the 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)(the

"Index"). To meet its investment

objective, the Fund invests in

derivatives that ProFund Advisors

believes, in combination, should

have similar daily return

characteristics as the inverse

(opposite) of the daily return of

the Index.

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

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) (the "Index"). To meet

its investment objective, the Fund

invests equity securities and

derivatives that ProFund Advisors

believes, in combination, should

have similar daily return

characteristics as twice (200%) the

daily return of the Index.

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

THE S&P 500(R) 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 REAL ESTATE INVESTMENT

TRUSTS SELECTED THROUGH A PROCESS THAT FACTORS CRITERIA SUCH AS

LIQUIDITY, PRICE, MARKET CAPITALIZATION AND FINANCIAL VIABILITY.

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

SPECIALTY PROFUND VP NASDAQ-100: seeks daily ProFund Advisors

investment results, before fees and LLC

expenses, that correspond to the

daily performance of the NASDAQ-100

Index(R) (the "Index"). To meet its

investment objective, the Fund

invests in equity securities and

derivatives that ProFund Advisors

believes, in combination, should

have similar daily return

characteristics as the daily return

of the Index.

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

SPECIALTY PROFUND VP SHORT NASDAQ-100: seeks ProFund Advisors

daily investment results, before LLC

fees and expenses, that correspond

to the inverse (opposite) of the

daily performance of the NASDAQ-100

Index(R) (the "Index"). To meet its

investment objective, the Fund

invests in derivatives that ProFund

Advisors believes, in combination,

should have similar daily return

characteristics as the inverse

(opposite) of the daily return of

the Index.

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

SPECIALTY PROFUND VP ULTRANASDAQ-100: seeks ProFund Advisors

daily investment results, before LLC

fees and expenses, that correspond

to twice (200%) the daily

performance of the NASDAQ-100

Index(R) (the "Index"). To meet its

investment objective, the Fund

invests equity securities and

derivatives that ProFund Advisors

believes, in combination, should

have similar daily return

characteristics as twice (200%) the

daily return of the Index(R).

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

THE NASDAQ-100 INDEX(R) INCLUDES 100 OF THE LARGEST NON-FINANCIAL

DOMESTIC AND INTERNATIONAL ISSUES LISTED ON THE NASDAQ STOCK MARKET.

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

</TABLE>

<PAGE>

<TABLE>

STYLE/ INVESTMENT OBJECTIVES/POLICIES PORTFOLIO

TYPE ADVISOR/

SUB-ADVISOR

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

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 (the "Index"). To meet its

investment objective, the Fund

invests in equity securities and

derivatives that ProFund Advisors

believes, in combination, should

have similar daily return

characteristics as the daily return

of the Index.

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

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 (the "Index"). To meet

its investment objective, the Fund

invests in derivatives that ProFund

Advisors believes, in combination,

should have similar daily return

characteristics as the inverse

(opposite) of the daily return of

the Index.

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

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.

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

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(R) (the "Index"). To

meet its investment objective, the

Fund invests equity securities and

derivatives that ProFund Advisors

believes, in combination, should

have similar daily return

characteristics as twice (200%) the

daily return of the Index.

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

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(R) (the "Index"). To meet its

investment objective, the Fund

invests in derivatives that ProFund

Advisors believes, in combination,

should have similar daily return

characteristics as the inverse

(opposite) of the daily return of

the Index.

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

THE S&P MIDCAP 400(R) 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 REAL ESTATE

INVESTMENT TRUSTS SELECTED THROUGH A PROCESS THAT FACTORS CRITERIA

SUCH AS LIQUIDITY, PRICE, MARKET CAPITALIZATION AND FINANCIAL

VIABILITY.

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

SMALL CAP PROFUND VP SMALL-CAP VALUE: seeks ProFund Advisors

VALUE daily investment results, before LLC

fees and expenses, that correspond

to the daily performance of the S&P

SmallCap 600(R)/Citigroup Value

Index (the "Index"). To meet its

investment objective, the Fund

invests in equity securities and

derivatives that ProFund Advisors

believes, in combination, should

have similar daily return

characteristics as the daily return

of the Index.

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

SMALL CAP PROFUND VP SMALL-CAP GROWTH: seeks ProFund Advisors

GROWTH daily investment results, before LLC

fees and expenses, that correspond

to the daily performance of the S&P

SmallCap 600(R)/Citigroup Growth

Index(R)(the "Index"). To meet its

investment objective, the Fund

invests in equity securities and

derivatives that ProFund Advisors

believes, in combination, should

have similar daily return

characteristics as the daily return

of the Index.

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

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 THAT HAVE BEEN IDENTIFIED AS BEING ON THE GROWTH END OF THE

GROWTH-VALUE SPECTRUM. (NOTE: THE S&P SMALLCAP 600(R) INDEX 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 NON-MECHANICAL PROCESS THAT

FACTORS CRITERIA SUCH AS LIQUIDITY, PRICE, MARKET CAPITALIZATION,

FINANCIAL VIABILITY, AND PUBLIC FLOAT.)

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

LARGE CAP PROFUND VP LARGE-CAP VALUE: seeks ProFund Advisors

VALUE daily investment results, before LLC

fees and expenses, that correspond

to the daily performance of the S&P

500(R)/Citigroup Value Index (the

"Index"). To meet its investment

objective, the Fund invests in

equity securities and derivatives

that ProFund Advisors believes, in

combination, should have similar

daily return characteristics as the

daily return of the Index.

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

S&P 500(R)/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 COMPRISING STOCKS REPRESENTING APPROXIMATELY HALF THE MARKET

CAPITALIZATION OF THE S&P 500 THAT HAVE BEEN IDENTIFIED AS BEING ON

THE VALUE END OF THE GROWTH-VALUE SPECTRUM.

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

</TABLE>

<PAGE>

<TABLE>

STYLE/ INVESTMENT OBJECTIVES/POLICIES PORTFOLIO

TYPE ADVISOR/

SUB-ADVISOR

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

LARGE CAP PROFUND VP LARGE-CAP GROWTH: seeks ProFund Advisors

GROWTH daily investment results, before LLC

fees and expenses, that correspond

to the daily performance of the S&P

500(R)/Citigroup Growth Index(R).

(the "Index"). To meet its

investment objective, the Fund

invests in equity securities and

derivatives that ProFund Advisors

believes, in combination, should

have similar daily return

characteristics as the daily return

of the Index.

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

THE S&P 500(R)/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 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(R)/Citigroup Value

Index(R) (the "Index"). To meet its

investment objective, the Fund

invests in equity securities and

derivatives that ProFund Advisors

believes, in combination, should

have similar daily return

characteristics as the daily return

of the Index.

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

THE S&P MIDCAP 400(R)/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 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(R)/Citigroup Growth

Index(R) (the "Index"). To meet its

investment objective, the Fund

invests in equity securities and

derivatives that ProFund Advisors

believes, in combination, should

have similar daily return

characteristics as the daily return

of the Index.

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

THE S&P MIDCAP 400(R)/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

THAT HAVE BEEN IDENTIFIED AS BEING ON THE GROWTH 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(R) (the "Index"). To

meet its investment objective, the

Fund invests in equity securities

and derivatives that ProFund

Advisors believes, in combination,

should have similar daily return

characteristics as the daily return

of the 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(R) (the "Index"). To

meet its investment objective, the

Fund invests in equity securities

and derivatives that ProFund

Advisors believes, in combination,

should have similar daily return

characteristics as the daily return

of the 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.

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

</TABLE>

<PAGE>

<TABLE>

STYLE/ INVESTMENT OBJECTIVES/POLICIES PORTFOLIO

TYPE ADVISOR/

SUB-ADVISOR

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

SPECIALTY PROFUND VP JAPAN: seeks daily ProFund Advisors

investment results, before fees and LLC

expenses, that correspond to the

daily performance of the Nikkei 225

Stock Average (the "Index"). To meet

its investment objective, the Fund

invests equity securities and

derivatives that ProFund Advisors

believes, in combination, should

have similar daily return

characteristics as twice (200%) the

daily return of the Index(R). 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 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 NIKKEI 225 STOCK AVERAGE ("NIKKEI" ) IS A MODIFIED

PRICE-WEIGHTED INDEX OF THE 225 MOST ACTIVELY TRADED AND LIQUID

JAPANESE COMPANIES LISTED IN THE FIRST SECTION OF THE TOKYO STOCK

EXCHANGE (TSE). THE NIKKEI IS CALCULATED FROM THE PRICES OF THE 225

TSE FIRST SECTION STOCKS SELECTED TO REPRESENT A BROAD

CROSS-SECTION OF JAPANESE INDUSTRIES AND THE OVERALL PERFORMANCE OF

THE JAPANESE EQUITY MARKET. NIHON KEIZAI SHIMBUN, INC. IS THE

SPONSOR OF THE INDEX. COMPANIES IN THE NIKKEI ARE REVIEWED

ANNUALLY. EMPHASIS IS PLACED ON MAINTAINING THE INDEX'S HISTORICAL

CONTINUITY WHILE KEEPING THE INDEX COMPOSED OF STOCKS WITH HIGH

MARKET LIQUIDITY. THE SPONSOR CONSULTS WITH VARIOUS MARKET EXPERTS,

CONSIDERS COMPANY SPECIFIC INFORMATION AND THE OVERALL COMPOSITION

OF THE INDEX.

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

SPECIALTY PROFUND VP BANKS: seeks daily ProFund Advisors

investment results, before fees and LLC

expenses, that correspond to the

daily performance of the Dow Jones

U.S. Banks Index(R) (the "Index").

To meet its investment objective,

the Fund invests in equity

securities and derivatives that

ProFund Advisors believes, in

combination, should have similar

daily return characteristics as the

daily return of the Index.

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

THE DOW JONES U.S. BANKS INDEX MEASURES THE PERFORMANCE OF THE

BANKING SECTOR OF THE U.S. EQUITY MARKET. COMPONENT COMPANIES

INCLUDE, AMONG OTHERS, 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 "Index"). To meet its

investment objective, the Fund

invests in equity securities and

derivatives that ProFund Advisors

believes, in combination, should

have similar daily return

characteristics as the daily return

of the Index.

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

THE DOW JONES U.S. BASIC MATERIALS INDEX MEASURES THE PERFORMANCE

OF THE BASIC MATERIALS SECTOR 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

"Index"). To meet its investment

objective, the Fund invests in

equity securities and derivatives

that ProFund Advisors believes, in

combination, should have similar

daily return characteristics as the

daily return of the Index.

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

THE DOW JONES U.S. BIOTECHNOLOGY INDEX MEASURES THE PERFORMANCE OF

THE BIOTECHNOLOGY SECTOR 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

"Index"). To meet its investment

objective, the Fund invests in

equity securities and derivatives

that ProFund Advisors believes, in

combination, should have similar

daily return characteristics as the

daily return of the Index.

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

THE DOW JONES U.S. CONSUMER GOODS/SM/ INDEX MEASURES THE

PERFORMANCE OF CONSUMER GOODS SECTOR OF THE U.S. EQUITY MARKET.

COMPONENT COMPANIES INCLUDE, AMONG OTHERS, 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.

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

</TABLE>

<PAGE>

<TABLE>

STYLE/ INVESTMENT OBJECTIVES/POLICIES PORTFOLIO

TYPE ADVISOR/

SUB-ADVISOR

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

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 "Index"). To meet its

investment objective, the Fund

invests in equity securities and

derivatives that ProFund Advisors

believes, in combination, should

have similar daily return

characteristics as the daily return

of the Index.

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

THE DOW JONES U.S. CONSUMER SERVICES INDEX MEASURES THE PERFORMANCE

OF CONSUMER SERVICES SECTOR OF THE U.S. EQUITY MARKET. COMPONENT

COMPANIES INCLUDE, AMONG OTHERS, 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 "Index").

To meet its investment objective,

the Fund invests in equity

securities and derivatives that

ProFund Advisors believes, in

combination, should have similar

daily return characteristics as the

daily return of the Index.

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

THE DOW JONES U.S. FINANCIALS INDEX MEASURES THE PERFORMANCE OF THE

FINANCIAL SERVICES SECTOR OF THE U.S. EQUITY MARKET. COMPONENT

COMPANIES INCLUDE, AMONG OTHERS, 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/SM/ Index (the

"Index"). To meet its investment

objective, the Fund invests in

equity securities and derivatives

that ProFund Advisors believes, in

combination, should have similar

daily return characteristics as the

daily return of the Index.

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

THE DOW JONES U.S. HEALTH CARE/SM/ INDEX MEASURES THE PERFORMANCE

OF THE HEALTHCARE INDUSTRY OF THE U.S. EQUITY MARKET. COMPONENT

COMPANIES INCLUDE, AMONG OTHERS, HEALTH CARE PROVIDERS,

BIOTECHNOLOGY COMPANIES, MEDICAL SUPPLIES, ADVANCED MEDICAL DEVICES

AND PHARMACEUTICALS.

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

SPECIALTY PROFUND VP INDUSTRIALS: seeks daily ProFund Advisors

investment results, before fees and LLC

expenses, that correspond to the

daily performance of the Dow Jones

U.S. Industrials Index (the

"Index"). To meet its investment

objective, the Fund invests in

equity securities and derivatives

that ProFund Advisors believes, in

combination, should have similar

daily return characteristics as the

daily return of the Index.

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

THE DOW JONES U.S. INDUSTRIALS/SM/ INDEX MEASURES THE PERFORMANCE

OF THE INDUSTRIAL INDUSTRY OF THE U.S. EQUITY MARKET. COMPONENT

COMPANIES INCLUDE, AMONG OTHERS, 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

Internet Composite/SM/ Index.

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

THE DOW JONES INTERNET COMPOSITE/SM/ 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 - WHICH INCLUDE COMPANIES THAT DERIVE

THE MAJORITY OF THEIR REVENUES FROM PROVIDING GOODS AND/OR SERVICES

THROUGH AN OPEN NETWORK, SUCH AS A WEBSITE. INTERNET SERVICES -

WHICH INCLUDE 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/SM/ Index (the

"Index"). To meet its investment

objective, the Fund invests in

equity securities and derivatives

that ProFund Advisors believes, in

combination, should have similar

daily return characteristics as the

daily return of the Index.

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

THE DOW JONES U.S. OIL & GAS/SM/ INDEX MEASURES THE PERFORMANCE OF

THE OIL AND GAS SECTOR OF THE U.S. EQUITY MARKET. COMPONENT

COMPANIES INCLUDE, AMONG OTHERS, EXPLORATION AND PRODUCTION,

INTEGRATED OIL AND GAS, OIL EQUIPMENT AND SERVICES, PIPELINES,

RENEWABLE ENERGY EQUIPMENT COMPANIES AND ALTERNATIVE FUEL PRODUCERS.

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

</TABLE>

<PAGE>

<TABLE>

STYLE/ INVESTMENT OBJECTIVES/POLICIES PORTFOLIO

TYPE ADVISOR/

SUB-ADVISOR

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

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 "Index"). To meet its

investment objective, the Fund

invests in equity securities and

derivatives that ProFund Advisors

believes, in combination, should

have similar daily return

characteristics as the daily return

of the Index.

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

THE DOW JONES U.S. PHARMACEUTICALS/SM/ INDEX MEASURES THE

PERFORMANCE OF THE PHARMACEUTICALS SECTOR OF THE U.S. EQUITY

MARKET. COMPONENT COMPANIES INCLUDE, AMONG OTHERS, 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

"Index"). To meet its investment

objective, the Fund invests in

equity securities and derivatives

that ProFund Advisors believes, in

combination, should have similar

daily return characteristics as the

daily return of the Index.

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

THE DOW JONES PRECIOUS METALS INDEX MEASURES THE PERFORMANCE OF THE

PRECIOUS METALS MINING SECTOR. COMPONENT COMPANIES INCLUDE, AMONG

OTHERS, 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

"Index"). To meet its investment

objective, the Fund invests in

equity securities and derivatives

that ProFund Advisors believes, in

combination, should have similar

daily return characteristics as the

daily return of the Index.

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

THE DOW JONES U.S. REAL ESTATE/SM/ INDEX MEASURES THE PERFORMANCE

OF THE REAL ESTATE SECTOR OF THE U.S. EQUITY MARKET. COMPONENT

COMPANIES INCLUDE REAL ESTATE HOLDING AND DEVELOPMENT AND REAL

ESTATE SERVICE COMPANIES AND REAL ESTATE INVESTMENT TRUSTS

("REITS") THAT INVEST IN INDUSTRIAL, OFFICES AND RETAIL PROPERTIES.

REITS ARE PASSIVE INVESTMENT VEHICLES THAT INVEST PRIMARILY IN

INCOME-PRODUCING REAL ESTATE OR REAL ESTATE RELATED LOANS AND

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. Semiconductors Index (the

"Index"). To meet its investment

objective, the Fund invests in

equity securities and derivatives

that ProFund Advisors believes, in

combination, should have similar

daily return characteristics as the

daily return of the Index.

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

THE DOW JONES U.S. SEMICONDUCTORS/SM/ INDEX MEASURES THE

PERFORMANCE OF THE SEMICONDUCTOR SECTOR 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 MOTHERBOARDS.

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

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 "Index").

To meet its investment objective,

the Fund invests in equity

securities and derivatives that

ProFund Advisors believes, in

combination, should have similar

daily return characteristics as the

daily return of the Index.

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

THE DOW JONES U.S. TECHNOLOGY/SM/ INDEX MEASURES THE PERFORMANCE OF

THE TECHNOLOGY SECTOR OF THE U.S. EQUITY MARKET. COMPONENT

COMPANIES INCLUDE, AMONG OTHERS, THOSE INVOLVED IN COMPUTERS AND

OFFICE EQUIPMENT, SOFTWARE, COMMUNICATIONS TECHNOLOGY,

SEMICONDUCTORS, DIVERSIFIED TECHNOLOGY SERVICES AND INTERNET

SERVICES.

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

SPECIALTY PROFUND VP TELECOMMUNICATIONS: seeks ProFund Advisors

daily investment results, before LLC

fees and expenses, that correspond

to the daily performance of the Dow

Jones U.S. Telecommunications Index

(the "Index"). To meet its

investment objective, the Fund

invests in equity securities and

derivatives that ProFund Advisors

believes, in combination, should

have similar daily return

characteristics as the daily return

of the Index.

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

THE DOW JONES U.S. TELECOMMUNICATIONS/SM /INDEX MEASURES THE

PERFORMANCE OF THE TELECOMMUNICATIONS INDUSTRY OF THE U.S. EQUITY

MARKET. COMPONENT COMPANIES INCLUDE, AMONG OTHERS, FIXED-LINE

COMMUNICATIONS AND WIRELESS COMMUNICATIONS COMPANIES.

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

</TABLE>

<PAGE>

<TABLE>

STYLE/ INVESTMENT OBJECTIVES/POLICIES PORTFOLIO

TYPE ADVISOR/

SUB-ADVISOR

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

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 Index (the "Index").

To meet its investment objective,

the Fund invests in equity

securities and derivatives that

ProFund Advisors believes, in

combination, should have similar

daily return characteristics as the

daily return of the Index.

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

THE DOW JONES U.S. UTILITIES/SM /INDEX MEASURES THE PERFORMANCE OF

THE UTILITIES SECTOR OF THE U.S. EQUITY MARKET. COMPONENT COMPANIES

INCLUDE, AMONG OTHERS, 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 movement of

the most recently issued 30-year

U.S. Treasury bond ("Long Bond). To

meet its investment objective, the

Fund invests in money market

instruments and derivatives that

ProFund Advisors believes, in

combination, should have similar

daily return characteristics as one

and one-quarter times (125%) the

daily movement of the Long Bond.

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

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"). To meet

its investment objective, the Fund

invests in money market instruments

and derivatives that ProFund

Advisors believes, in combination,

should have similar daily return

characteristics as one and

one-quarter times (125%) the inverse

of the daily movement of the Long

Bond.

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

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.

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

SECURITY GLOBAL INVESTORS

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

SPECIALTY RYDEX VARIABLE TRUST - NOVA: seeks Security Global

to provide investment results that Investors

match the performance of a specific

benchmark on a daily basis. The

fund's current benchmark is 150% of

the performance of the S&P 500(R)

Index (the "underlying index"). If

the Fund meets its objective, the

value of the Fund's shares will tend

to increase on a daily basis by 150%

of the value of any increase in the

underlying index. When the value of

the underlying index declines, the

value of the Fund's shares should

also decrease on a daily basis by

150% of the value of any decrease in

the underlying index (e.g., if the

underlying index goes down by 5%,

the value of the Fund's shares

should go down by 7.5% on that day).

The Nova Fund employs as its

investment strategy a program of

investing in the common stock of

companies that are generally within

the capitalization range of the

underlying index and leveraged

derivative instruments, which

primarily consist of equity index

swap agreements, futures contracts,

and options on securities, futures

contracts, and stock indices. Equity

index swaps and futures and options

contracts, if used properly, may

enable the Fund to meet its

objective by increasing the Fund's

exposure to the securities included

in the underlying index or to

securities whose performance is

highly correlated to the Fund's

benchmark. On a day-to-day basis,

the Fund may hold U.S. Government

securities or cash equivalents to

collateralize its derivative

positions. In an effort to ensure

that the Fund is fully invested on a

day-to-day basis, the Fund may

conduct any necessary trading

activity at or just prior to the

close of the U.S. financial markets.

To the extent the Fund's underlying

index is concentrated in a

particular industry the Fund will

necessarily be concentrated in that

industry. The Fund is

non-diversified and, therefore, may

invest a greater percentage of its

assets in a particular issuer in

comparison to a diversified fund.

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

</TABLE>

<PAGE>

<TABLE>

STYLE/ INVESTMENT OBJECTIVES/POLICIES PORTFOLIO

TYPE ADVISOR/

SUB-ADVISOR

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

SPECIALTY RYDEX VARIABLE TRUST - INVERSE S&P Security Global

500 STRATEGY: seeks to provide Investors

investments results that match the

performance of a specific benchmark

on a daily basis. The Fund's current

benchmark is the inverse (opposite)

of the performance of the S&P 500(R)

Index (the "underlying index"). If

the Fund meets its objective, the

value of the Fund's shares will tend

to increase during times when the

value of the underlying index is

decreasing. When the value of the

underlying index is increasing,

however, the value of the Fund's

shares should decrease on a daily

basis by an inversely proportionate

amount (e.g., if the underlying

index goes up by 5%, the value of

the Fund's shares should go down by

5% on that day. Unlike a traditional

index fund, the Inverse S&P 500

Strategy Fund's investment objective

is to perform exactly opposite the

underlying index, and the Fund

generally will not own the

securities included in the

underlying index. Instead, the Fund

employs as its investment strategy a

program of engaging in short sales

of securities included in the

underlying index and investing to a

significant extent in derivative

instruments, which primarily consist

of equity index swaps, futures

contracts, and options on

securities, futures contracts, and

stock indices. Equity index swaps,

short sales, and futures and options

contracts enable the Fund to pursue

its objective without selling short

each of the securities included in

the underlying index. Under normal

circumstances, the Fund will invest

at least 80% of its net assets in

financial instruments with economic

characteristics that should perform

opposite to the securities of

companies included in the underlying

index. On a day-to-day basis, the

Fund may hold U.S. Government

securities or cash equivalents to

collateralize its short sales and

derivative positions. In an effort

to ensure that the Fund is fully

invested on a day-to-day basis, the

Fund may conduct any necessary

trading activity at or just prior to

the close of the U.S. financial

markets. To the extent the Fund's

underlying index is concentrated in

a particular industry the Fund will

necessarily be concentrated in that

industry. The Fund is

non-diversified and, therefore, may

invest a greater percentage of its

assets in a particular issuer in

comparison to a diversified fund.

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

SPECIALTY RYDEX VARIABLE TRUST - Security Global

NASDAQ-100(R): seeks to provide Investors

investment results that correspond

to a benchmark for over-the-counter

securities on a daily basis. The

Fund's current benchmark is the

NASDAQ 100 Index(R) (the "underlying

index"). If the Fund meets its

objective, the value of the Fund's

shares should increase on a daily

basis by the amount of any increase

in the value of the underlying

index. However, when the value of

the underlying index declines, the

value of the Fund's shares should

also decrease on a daily basis by

the amount of the decrease in value

of the underlying index. The

NASDAQ-100(R) Fund employs as its

investment strategy a program of

investing in the common stock of

companies that are generally within

the capitalization range of the

underlying index and derivative

instruments, which primarily consist

of equity index swaps, futures

contracts, and options on

securities, futures contracts, and

stock indices. Equity index swaps

and futures and options contracts

enable the Fund to pursue its

objective without investing directly

in the securities included in the

underlying index, or in the same

proportion that those securities are

represented in the underlying index.

Under normal circumstances, the

NASDAQ-100(R) Fund will invest at

least 80% of its net assets in

securities of companies in the

underlying index and derivatives and

other instruments whose performance

is expected to correspond to that of

the underlying index. On a day-to-

day basis, the Fund may hold U.S.

Government securities or cash

equivalents to collateralize its

derivative positions. The Fund also

may invest in American Depositary

Receipts to gain exposure to

international companies included in

the underlying index. In an effort

to ensure that the Fund is fully

invested on a day-to-day basis, the

Fund may conduct any necessary

trading activity at or just prior to

the close of the U.S. financial

markets. To the extent the Fund's

underlying index is concentrated in

a particular industry the Fund will

necessarily be concentrated in that

industry. Currently, the NASDAQ-100

Index(R) is concentrated in

technology companies. The Fund is

non-diversified and, therefore, may

invest a greater percentage of its

assets in a particular issuer in

comparison to a diversified fund.

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

</TABLE>

<PAGE>

<TABLE>

STYLE/ INVESTMENT OBJECTIVES/POLICIES PORTFOLIO

TYPE ADVISOR/

SUB-ADVISOR

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

THE PRUDENTIAL SERIES FUND

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

INTER THE PRUDENTIAL SERIES FUND - SP Marsico Capital

NATIONAL INTERNATIONAL GROWTH PORTFOLIO: Management, LLC;

EQUITY Seeks long-term growth of William Blair &

capital. 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 65% of

its total assets in common stock of

foreign companies operating or based

in at least five different

countries, which may include

countries with emerging markets. The

Portfolio may invest anywhere in the

world, but generally not in the U.S.

and will not concentrate investments

in any particular industry. The

Portfolio seeks companies that

historically have had above average

growth, improving profitability,

strong balance sheets, management

strength and strong market share for

its products. The Portfolio also

tries to buy such stocks at

attractive prices in relation to

their growth prospects.

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

WELLS FARGO VARIABLE TRUST

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

INTER WELLS FARGO ADVANTAGE VT Wells Fargo

NATIONAL INTERNATIONAL EQUITY PORTFOLIO - Funds Management,

CORE CLASS 1 (formerly the VT LLC, adviser;

International Core Portfolio): seeks Wells Capital

long-term capital growth/capital Management

appreciation. The fund normally Inc., sub-adviser

invests at least 80% of its assets

in equity securities of foreign

issuers, and up to 20% of its total

assets in emerging market equity

securities.

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

LARGE CAP WELLS FARGO ADVANTAGE VT INTRINSIC Wells Fargo

VALUE VALUE PORTFOLIO - CLASS 2: seeks Funds Management,

long-term capital appreciation. The LLC, adviser;

fund normally invests at least 80% Metropolitan

of its assets in equity securities West Capital

of large-capitalization companies, Management,

which it defines as companies with Inc., sub-adviser

the market capitalizations within

the range of the Russell 1000(R)

Value Index. The Wells Fargo

Advantage VT Intrinsic Value Fund

can invest up to 20% of its assets

in equity securities of foreign

issuers, through ADRs and similiar

investments, and intends to invest

in roughly 30 and 50 companies.

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

LARGE CAP WELLS FARGO ADVANTAGE VT OMEGA Wells Fargo

GROWTH GROWTH PORTFOLIO - CLASS 1: seeks Funds Management,

long-term capital LLC, adviser;

growth/appreciation. The fund Wells Capital

normally invests at least 80% of its Management

assets in equity securities of any Inc., sub-adviser

market capitalization and may invest

up to 25% of its assets in equity

securities of foreign issuers,

including ADRs and similar

investments. Furthermore, we may use

futures, options or swap agreements,

as well as other derivatives, to

manage risk or to enhance return.

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

SMALL CAP WELLS FARGO ADVANTAGE VT SMALL CAP Wells Fargo

GROWTH GROWTH PORTFOLIO - CLASS 1: seeks Funds Management,

long-term capital LLC, adviser;

growth/appreciation. The Fund Wells Capital

normally invests at least 80% of its Management

assets in equity securities of Inc., sub-adviser

small-capitalization companies with

market capitalizations at the time

of purchase of less than $2 billion.

Furthermore, the Fund may use

futures, options, repurchase or

reverse repurchase agreements or

swap agreements, as well as other

derivatives, to manage risk or to

enhance return.

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

</TABLE>

"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.

<PAGE>

"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 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

Adjustment can either be positive or negative, depending on the rates that are

currently being credited on Fixed Allocations. Please refer to the section

entitled "How does the Market Value Adjustment Work?" for a description of the

formula along with examples of how it is calculated. You may allocate Account

Value to more than one Fixed Allocation at a time.

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 1-888-PRU-2888 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

GRO II, GRO Plus II, 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, Highest Daily Lifetime 6 Plus, Highest Daily Lifetime 6 Plus with

Lifetime Income Accelerator, Spousal Highest Daily Lifetime 6 Plus, 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 MVA Fixed

Allocations. That is, such factors result in a reduction to the interest rate.

Any 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.

<PAGE>

FEES AND CHARGES

The charges under the Annuity is designed to cover, in the aggregate, our

direct and indirect costs of selling, administering and providing benefits

under the Annuity. They are also designed, in the aggregate, to compensate us

for the risks of loss we assume. If, as we expect, the charges that we collect

from the Annuity exceeds our total costs in connection with the Annuity, we

will earn a profit. Otherwise we will incur a loss. For example, Prudential

Annuities may make a profit on the Insurance Charge if, over time, the actual

costs of providing the guaranteed insurance obligations under the Annuity are

less than the amount we deduct for the Insurance Charge. To the extent we make

a profit on the Insurance Charge, such profit may be used for any other

corporate purpose, including payment of other expenses that Prudential

Annuities incurs in promoting, distributing, issuing and administering the

Annuity.

The rates of certain of our charges have been set with reference to estimates

of the amount of specific types of expenses or risks that we will incur. In

most cases, this prospectus identifies such expenses or risks in the name of

the charge; however, the fact that any charge bears the name of, or is

designed primarily to defray a particular expense or risk does not mean that

the amount we collect from that charge will never be more than the amount of

such expense or risk, nor does it mean that we may not also be compensated for

such expense or risk out of any other charges we are permitted to deduct by

the terms of the Annuity. A portion of the proceeds that Prudential Annuities

receives from charges that apply to the Sub-accounts may include amounts based

on market appreciation of the Sub-account values.

WHAT ARE THE CONTRACT FEES AND CHARGES?

There is no contingent deferred sales charge applied if you surrender your

Annuity or make a partial withdrawal.

TRANSFER FEE: Currently, you may make twenty (20) free transfers between

investment options each Annuity Year. We currently charge $10.00 for each

transfer after the twentieth in each Annuity Year. We do not consider

transfers made as part of a Dollar Cost Averaging, Automatic Rebalancing or

asset allocation program when we count the twenty free transfers. All

transfers made on the same day will be treated as one (1) transfer. Renewals

or transfers of Account Value from a Fixed Allocation at the end of its

Guarantee Period are not subject to the Transfer Fee and are not counted

toward the twenty free transfers. 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 twelve) without charging a Transfer Fee unless

you make use of electronic means to transmit your transfer requests. We may

eliminate the Transfer Fee for transfer requests transmitted electronically or

through other means that reduce our processing costs. If you are enrolled in

any program that does not permit transfer requests to be transmitted

electronically, the Transfer Fee will not be waived.

ANNUAL MAINTENANCE FEE: During the accumulation period we deduct an Annual

Maintenance Fee. The Annual Maintenance Fee is $35.00 ($30 in New York) or 2%

of your Account Value, 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. Currently, the Annual Maintenance Fee is only deducted if your

Account Value is less than $50,000 on the anniversary of the Issue Date or at

the time of surrender. We do not impose the Annual Maintenance Fee upon

annuitization or the payment of a Death Benefit. We may increase the Annual

Maintenance Fee. However, any increase will only apply to Annuities issued

after the date of the increase. For beneficiaries that elect the Beneficiary

Continuation Option, the Annual Maintenance Fee is the lesser of $30 or 2% of

Account Value. For a non-Qualified Beneficiary Continuation Option, the fee is

only applicable if the Account Value is less than $25,000 at the time the fee

is assessed.

TAX CHARGE: Several states and some municipalities charge premium taxes or

similar taxes on annuities that we are required to pay. The amount of tax will

vary from jurisdiction to jurisdiction and is subject to change. 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.

<PAGE>

INSURANCE CHARGE: We deduct an Insurance Charge daily. The charge is assessed

against the daily assets allocated to the Sub-accounts and is equal to the

amount indicated under "Summary of Contract Fees & Charges". The Insurance

Charge is the combination of the Mortality & Expense Risk Charge and the

Administration Charge. The Insurance Charge is intended to compensate

Prudential Annuities for providing the insurance benefits under the Annuity,

including the Annuity's basic Death Benefit that provides guaranteed benefits

to your beneficiaries even if the market declines and the risk that persons we

guarantee annuity payments to will live longer than our assumptions. The

charge also covers administrative costs associated with providing the Annuity

benefits, including preparation of the contract and prospectus, confirmation

statements, annual account statements and annual reports, legal and accounting

fees as well as various related expenses. Finally, the charge covers the risk

that our assumptions about the mortality risks and expenses under this Annuity

are incorrect and that we have agreed not to increase these charges over time

despite our actual costs. We may increase the portion of the total Insurance

Charge that is deducted for administrative costs; however, any increase will

only apply to Annuities issued after the date of the increase.

The Insurance Charge is not deducted against assets allocated to a Fixed

Allocation. However, the amount we credit to Fixed Allocations or the DCA

Fixed Rate Option may also reflect similar assumptions about the insurance

guarantees provided under the Annuity and the administrative costs associated

with providing the Annuity benefits. That is, the interest rate we credit to a

Fixed Rate Option or the DCA Fixed Rate Option may be reduced to reflect those

assumptions.

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 6 Plus and DCA Fixed Rate Options, the charge is

assessed against the greater of Account Value and 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.

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 Tax Charge applies to amounts that are taken from the

Sub-accounts or the Fixed Allocations. That is, the interest rate that we

credit to a Fixed Allocation or the DCA Fixed Rate Option may be reduced to

reflect those factors. A Market Value Adjustment may also apply to transfers,

certain withdrawals, surrender or annuitization from a 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 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.

<PAGE>

PURCHASING YOUR ANNUITY

WHAT ARE OUR REQUIREMENTS FOR PURCHASING THE ANNUITY?

This Annuity is designed for sale solely in connection with investment

advisory services provided by an Advisor.

INITIAL PURCHASE PAYMENT: We no longer allow new purchases of this Annuity.

However, if you decided to make payments under a systematic investment or an

electronic funds transfer program, we would have accepted a lower initial

Purchase Payment provided that, within the first Annuity Year, your subsequent

purchase payments plus your initial Purchase Payment totaled the minimum

initial Purchase Payment amount required for the Annuity purchased.

We must approve any initial and additional Purchase Payments where the total

amount of Purchase Payments equal $1,000,000 or more with respect to this

Annuity and any other annuities you are purchasing from us (or that you

already own) and/or our affiliates. To the extent allowed by state law, that

required approval also will apply to a proposed change of owner of the

Annuity, if as a result of the ownership change, total Purchase Payments would

equal or exceed that $1 million threshold. We may apply certain limitations,

restrictions, and/or underwriting standards as a condition of our issuance of

an Annuity and/or acceptance of Purchase Payments. In addition, 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, 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.

Speculative Investing - Do not purchase this Annuity if you, anyone acting on

your behalf, and/or anyone providing advice to you plan to use it, or any of

its riders, for speculation, arbitrage, viatication or any other type of

collective investment scheme now or at any time prior to termination of the

Annuity. Your Annuity may not be traded on any stock exchange or secondary

market. By purchasing this Annuity, you represent and warrant that you are not

using this Annuity, or any of its riders, for speculation, arbitrage,

viatication or any other type of collective investment scheme.

Currently, we will not issue an Annuity, permit changes in ownership or allow

assignments to certain ownership types, including but not limited to:

corporations, partnerships, endowments and grantor trusts with multiple

grantors. Further, we will only issue an Annuity, allow changes of ownership

and/or permit assignments to certain ownership types if the Annuity is held

exclusively for the benefit of the designated annuitant. These rules are

subject to state law. Additionally, we will not permit election or re-election

of any optional death benefit or optional living benefit by certain ownership

types. We may issue an Annuity in ownership structures where the annuitant is

also the participant in a Qualified or Non-Qualified employer sponsored plan

and the Annuity represents his or her segregated interest in such plan. We

reserve the right to further limit, restrict and/or change to whom we will

issue an Annuity in the future, to the extent permitted by state law. Further,

please be aware that we do not provide administration for employer-sponsored

plans and may also limit the number of plan participants that elect to use our

Annuity as a funding vehicle.

Applicable laws designed to counter terrorists and prevent money laundering

might, in certain circumstances, require us to block a contract owner's

ability to make certain transactions, and thereby refuse to accept Purchase

Payments or requests for transfers, partial withdrawals, total withdrawals,

death benefits, or income payments until instructions are received from the

appropriate regulator. We also may be required to provide additional

information about you and your Annuity to government regulators.

Except as noted below, Purchase Payments must be submitted by check drawn on a

U.S. bank, in U.S. dollars, and made payable to Prudential Annuities. Purchase

Payments may also be submitted via 1035 exchange or direct transfer of funds.

Under certain circumstances, Purchase Payments may be transmitted to

Prudential Annuities via wiring funds through your Financial Professional's

broker-dealer firm. Additional Purchase Payments may also be applied to your

Annuity under an electronic funds transfer arrangement where you authorize us

to deduct money directly from your bank account. We may reject any payment if

it is received in an unacceptable form. Our acceptance of a check is subject

to our ability to collect funds.

AGE RESTRICTIONS: There is no age restriction to purchase the Annuity.

However, the basic Death Benefit provides greater protection for persons under

age 85. There is no Contingent Deferred Sales Charge deducted upon surrender

or partial withdrawal. If you take a distribution prior to age 59 1/2, you may

be subject to a 10% penalty in addition to ordinary income taxes on any gain.

The availability and level of protection of certain optional benefits may vary

based on the age of the Owner as of the Issue Date of the Annuity or the date

of the Owner's death.

"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 the Annuity 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.

<PAGE>

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 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 distributions. You may take

withdrawals in excess of your required distributions. 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.

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.

. 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 6 or 12 Month Dollar Cost Averaging),

Systematic Withdrawals, and Third Party Investment Advisor.

. You may not assign or change ownership of the Annuity, and you may not

change or designate another life upon which distributions are based. A

"beneficiary annuity" may not be co-owned.

. If the Annuity is funded by means of transfer from another "Beneficiary

Annuity" with another company, we require that the sending company or the

beneficial owner provide certain information in order to ensure that

applicable required distributions have been made prior to the transfer of

the contract proceeds to us. We further require appropriate information to

enable us to accurately determine future distributions from the Annuity.

Please note we are unable to accept a transfer of another "Beneficiary

Annuity" where taxes are calculated based on an exclusion amount or an

exclusion ratio of earnings to original investment. We are also unable to

accept a transfer of an annuity that has annuitized.

. The beneficial owner of the Annuity can be an individual, grantor trust,

or, for an IRA or Roth IRA, a qualified trust. In general, a qualified

trust (1) must be valid under state law; (2) must be irrevocable or became

irrevocable by its terms upon the death of the IRA or Roth IRA owner; and

(3) the beneficiaries of the trust who are beneficiaries with respect to

the trust's interest in this Annuity must be identifiable from the trust

instrument and must be individuals. A qualified trust must provide us with

a list of all beneficiaries to the trust (including contingent and

remainder beneficiaries with a description of the conditions on their

entitlement), all of whom must be individuals, as of September 30/th/ of

the year following the year of death of the IRA or Roth IRA owner, or date

of Annuity application if later. The trustee must also provide a copy of

the trust document upon request. If the beneficial owner of the Annuity is

a grantor trust, distributions must be based on the life expectancy of the

grantor. If the beneficial owner of the Annuity is a qualified trust,

distributions must be based on the life expectancy of the oldest

beneficiary under the trust.

. If this Beneficiary Annuity is transferred to another company as a tax-free

exchange with the intention of qualifying as a beneficiary annuity with the

receiving company, we may require certifications from the receiving company

that required distributions will be made as required by law.

. If you are transferring proceeds as beneficiary of an annuity that is owned

by a decedent, we must receive your transfer request at least 45 days prior

to your first required distribution. If, for any reason, your transfer

request impedes our ability to complete your first distribution by the

required date, we will be unable to accept your transfer request.

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

<PAGE>

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.

Your right to make certain designations may be limited if your Annuity is to

be used as an IRA, Beneficiary Annuity 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.

For Beneficiary Annuities, instead of a Beneficiary, the term "Successor" is

used.

<PAGE>

MANAGING YOUR ANNUITY

MAY I CHANGE THE OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS?

In general, 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 KeyLife upon which distributions are based. Upon an

ownership change, any automated investment or withdrawal program 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;

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

irrevocable; and

. A new Owner or Annuitant that is a certain ownership type, including but

not limited to corporations, partnerships, endowments, and grantor

trusts with multiple grantors.

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.

If you wish to change the Owner and/or Beneficiary under the Annuity, or to

assign the Annuity, you must deliver the request to us in writing at our

Service Office. Generally, any change of Owner and/or Beneficiary, or

assignment of the Annuity, will take effect when accepted and recorded by us

(unless an alternative rule is stipulated by applicable State law). We will

allow changes of ownership and/or assignments only if the Annuity is held

exclusively for the benefit of the designated Annuitant. We are not

responsible for any transactions processed before a change of Owner and/or

Beneficiary, and an assignment of the Annuity, is accepted and recorded by us.

UNLESS PROHIBITED BY APPLICABLE STATE LAW, WE RESERVE THE RIGHT TO REFUSE A

PROPOSED CHANGE OF OWNER AND/OR BENEFICIARY, AND A PROPOSED ASSIGNMENT OF THE

ANNUITY, AT ANY TIME ON A NON-DISCRIMINATORY BASIS, AND TO THE EXTENT ALLOWED

BY STATE LAW, AND WE ARE NOT OBLIGATED TO PROCESS YOUR REQUEST WITHIN ANY

PARTICULAR TIME FRAME. For New York Annuities, a request to change the Owner,

Annuitant, Contingent Annuitant, Beneficiary and contingent Beneficiary

designations is effective when signed, and an assignment is effective upon our

receipt. We assume no responsibility for the validity or tax consequences of

any change of Owner and/or Beneficiary or any assignment of the Annuity, and

may be required to make reports of ownership changes and/or assignments to the

appropriate federal, state and/or local taxing authorities.

DEATH BENEFIT SUSPENSION UPON CHANGE OF OWNER OR ANNUITANT. If there is a

change of Owner or Annuitant, the change may affect the amount of the Death

Benefit. See the Death Benefit section of this prospectus for additional

details.

SPOUSAL DESIGNATIONS

If an Annuity is co-owned by spouses, we will assume that the sole primary

Beneficiary is the surviving spouse that was named as the co-owner unless you

elect an alternative Beneficiary Designation. Unless you elect an alternative

Beneficiary Designation, upon the death of either spousal Owner, the surviving

spouse may elect to assume ownership of the Annuity instead of taking the

Death Benefit payment. The Death Benefit that would have been payable will be

the new Account Value of the Annuity as of the date of due proof of death and

any required proof of a spousal relationship. As of the date the assumption is

effective, the surviving spouse will have all the rights and benefits that

would be available under the Annuity to a new purchaser of the same attained

age. For purposes of determining any future Death Benefit for the beneficiary

of the surviving spouse, the new Account Value will be considered as the

initial Purchase Payment. However, any additional Purchase Payments applied

after the date the assumption is effective will be subject to all provisions

of the Annuity.

Spousal assumption is also permitted, subject to our rules and regulatory

approval, if the Annuity is held by a custodial account established to hold

retirement assets for the benefit of the natural person Annuitant pursuant to

the provisions of Section 408(a) of the Internal Revenue Code ("Code") or any

successor Code section thereto) ("Custodial Account") and, on the date of the

Annuitant's death, the spouse of the Annuitant is (1) the Contingent Annuitant

under the Annuity and (2) the beneficiary of the Custodial Account. The

ability to continue the Annuity in this manner will result in the Annuity no

longer qualifying for tax deferral under the Internal Revenue Code. However,

such tax deferral should result from the ownership of the Annuity by the

Custodial Account. Please consult your tax or legal adviser.

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 within the meaning of the tax law upon the

death of the first partner under the annuity's "spousal continuance"

provision. Please note there may be federal tax consequences at the death of

the first civil union or same-sex marriage partner. Civil union couples and

same-sex marriage spouses should consider that limitation before selecting a

spousal benefit under the annuity.

<PAGE>

CONTINGENT ANNUITANT

Generally, if an Annuity is owned by an entity and the entity has named a

Contingent Annuitant, the Contingent Annuitant will become the Annuitant upon

the death of the Annuitant, and no Death Benefit is payable. Unless we agree

otherwise, the Annuity is only eligible to have a Contingent Annuitant

designation if the entity which owns the Annuity is (1) a plan described in

Internal Revenue Code Section 72(s)(5)(A)(i) (or any successor Code section

thereto); (2) an entity described in Code Section 72(u)(1) (or any successor

Code section thereto); or (3) a Custodial Account, as described in the above

section.

Where the Annuity is held by a Custodial Account, the Contingent Annuitant

will not automatically become the Annuitant upon the death of the Annuitant.

Upon the death of the Annuitant, the Custodial Account will have the choice,

subject to our rules, to either elect to receive the Death Benefit or elect to

continue the Annuity. If the Custodial Account elects to receive the Death

Benefit, the Account Value of the Annuity as of the date of due proof of death

of the Annuitant will reflect the amount that would have been payable had a

Death Benefit been paid. See the section above entitled "Spousal Designations"

for more information about how the Annuity can be continued by a Custodial

Account.

MAY I RETURN MY ANNUITY IF I CHANGE MY MIND?

If after purchasing your Annuity you change your mind and decide that you do

not want it, you may return it to us within a certain period of time known as

a right to cancel period. This is often referred to as a "free look."

Depending on the state in which you purchased your Annuity, and, in some

states, if you purchased the Annuity as a replacement for a prior contract,

the right to cancel period may be ten (10) days, or longer, measured from the

time that you received your Annuity. If you return your Annuity, during the

applicable period, we will refund your current Account Value plus any tax

charge deducted, less any applicable federal and state income tax withholding

and depending on your state's requirements, any applicable insurance charges

deducted. The amount returned to you may be higher or lower than the Purchase

Payment(s) applied during the right to cancel period and may be subject to a

market value adjustment if it was allocated to a MVA Fixed Allocation, to the

extent allowed by State law.

MAY I MAKE ADDITIONAL PURCHASE PAYMENTS?

Unless we agree otherwise and subject to our rules, the minimum amount that we

accept as an additional Purchase Payment is $100 unless you participate in

Prudential Annuities Systematic Investment Plan or a periodic Purchase Payment

program. Purchase Payments made while you participate in an asset allocation

program will be allocated in accordance with such 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. Additional Purchase Payments are not permitted in certain

states.

MAY I MAKE SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT?

You can make additional Purchase Payments to your Annuity by authorizing us to

deduct money directly from your bank account and applying it to your Annuity

(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 $5,000.

<PAGE>

MANAGING YOUR ACCOUNT VALUE

HOW AND WHEN ARE PURCHASE PAYMENTS INVESTED?

(See "Valuing Your Investment" for a description of our procedure for pricing

initial and subsequent Purchase Payments.)

INITIAL PURCHASE PAYMENT: Once we accept your application, we invest your

Purchase Payment in the Annuity according to your instructions for allocating

your Account Value. The Purchase Payment is your initial Purchase Payment

minus any tax charges that may apply. You can allocate 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.

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. 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 Rydex or 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 Rydex or ProFunds VP Sub-account will be extended to

1/2 hour prior to any announced closing (generally, 3:30 p.m. Eastern time)

for transactions submitted electronically, including through Prudential

Annuities Internet website (www.prudentialannuities.com).

Currently, we charge $10.00 for each transfer after the twentieth

(20/th/) transfer in each Annuity Year. Transfers made as part of a Dollar

Cost Averaging (including 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 a 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 twelve) 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 Rydex Portfolio and/or the AST

Money Market Portfolio, or any transfer that involves one of our systematic

programs, such as asset allocation and automated withdrawals.

Frequent transfers among Sub-accounts in response to short-term fluctuations

in markets, sometimes called "market timing," can make it very difficult for a

Portfolio manager to manage a Portfolio's investments. Frequent transfers may

cause the Portfolio to hold more cash than otherwise necessary, disrupt

management strategies, increase transaction costs, or affect performance. The

Annuity offers Sub-accounts designed for Owners who wish to engage in frequent

transfers (i.e., one or more of the Sub-accounts corresponding to the ProFund

Portfolios, the Rydex Portfolios and the AST Money Market Portfolio), and we

encourage Owners seeking frequent transfers to utilize those Sub-accounts.

In light of the risks posed to Owners and other investors by frequent

transfers, we reserve the right to limit the number of transfers in any

Annuity Year for all existing or new Owners and to take the other actions

discussed below. We also reserve the right to limit the number of transfers in

any Annuity Year or to refuse any transfer request for an Owner or certain

Owners if: (a) we believe that excessive transfer activity (as we define it)

or a specific transfer request or group of transfer requests may have a

detrimental effect on Unit Values or the share prices of the Portfolios; or

(b) we are informed by a Portfolio (e.g., by the Portfolio's portfolio

manager) that the purchase or redemption of shares in the Portfolio must be

restricted because the Portfolio believes the transfer activity to which such

purchase and redemption relates would have a detrimental effect on the share

prices of the affected Portfolio. Without limiting the above, the most likely

scenario where either of the above could occur would be if the aggregate

amount of a trade or trades represented a relatively large proportion of the

total assets of a particular Portfolio. In furtherance of our general

<PAGE>

authority to restrict transfers as described above, and without limiting other

actions we may take in the future, we have adopted the following specific

restrictions:

. With respect to each Sub-account (other than the AST Money Market

Sub-account, or a Sub-account corresponding to a ProFund Portfolio or a

Rydex Portfolio), we track amounts exceeding a certain dollar threshold

that were transferred into the Sub-account. If you transfer such amount

into a particular Sub-account, and within 30 calendar days thereafter

transfer (the "Transfer Out") all or a portion of that amount into another

Sub-account, then upon the Transfer Out, the former Sub-account becomes

restricted (the "Restricted Sub-account"). Specifically, we will not permit

subsequent transfers into the Restricted Sub-account for 90 calendar days

after the Transfer Out if the Restricted Sub-account invests in a

non-international Portfolio, or 180 calendar days after the Transfer Out if

the Restricted Sub-account invests in an international Portfolio. For

purposes of this rule, we (i) do not count transfers made in connection

with one of our systematic programs, such as asset allocation and automated

withdrawals; (ii) do not count any transfer that solely involves

Sub-accounts corresponding to any ProFund Portfolio and/or Rydex Portfolio

and/or the AST Money Market Portfolio; and (iii) do not categorize as a

transfer the first transfer that you make after the Issue Date, if you make

that transfer within 30 calendar days after the Issue Date. Even if an

amount becomes restricted under the foregoing rules, you are still free to

redeem the amount from your Annuity at any time.

. We reserve the right to effect exchanges on a delayed basis for all

contracts. That is, we may price an exchange involving the Sub-accounts on

the Valuation Day subsequent to the Valuation Day on which the exchange

request was received. Before implementing such a practice, we would issue a

separate written notice to Owners that explains the practice in detail.

If we deny one or more transfer requests under the foregoing rules, we will

inform you or your Financial Professional promptly of the circumstances

concerning the denial.

Contract owners in New York who purchased their contracts prior to March 15,

2004 are not subject to the specific restrictions outlined in bulleted

paragraphs immediately above. In addition, there are contract owners of

different variable annuity contracts that are funded through the same Separate

Account that are not subject to the above-referenced transfer restrictions

and, therefore, might make more numerous and frequent transfers than contract

owners who are subject to such limitations. Finally, there are contract owners

of other variable annuity contracts or variable life contracts that are issued

by Prudential Annuities as well as other insurance companies that have the

same underlying mutual fund portfolios available to them. Since some contract

owners are not subject to the same transfer restrictions, unfavorable

consequences associated with such frequent trading within the underlying

mutual fund (e.g., greater portfolio turnover, higher transaction costs, or

performance or tax issues) may affect all contract owners. Similarly, while

contracts managed by a Financial Professional or third party investment

advisor are subject to the restrictions on transfers between investment

options that are discussed above, if the advisor manages a number of contracts

in the same fashion unfavorable consequences may be associated with management

activity since it may involve the movement of a substantial portion of an

underlying mutual fund's assets which may affect all contract owners invested

in the affected options. Apart from jurisdiction-specific and contract

differences in transfer restrictions, we will apply these rules uniformly

(including contracts managed by a Financial Professional or third party

investment advisor), and will not waive a transfer restriction for any

contract owner.

ALTHOUGH OUR TRANSFER RESTRICTIONS ARE DESIGNED TO PREVENT EXCESSIVE

TRANSFERS, THEY ARE NOT CAPABLE OF PREVENTING EVERY POTENTIAL OCCURRENCE OF

EXCESSIVE TRANSFER ACTIVITY.

The Portfolios have adopted their own policies and procedures with respect to

excessive trading of their respective shares, and we reserve the right to

enforce any such current or future policies and procedures. The prospectuses

for the Portfolios describe any such policies and procedures, which may be

more or less restrictive than the policies and procedures we have adopted.

Under SEC rules, we are required to: (1) enter into a written agreement with

each Portfolio or its principal underwriter or its transfer agent that

obligates us to provide to the Portfolio promptly upon request certain

information about the trading activity of individual contract owners

(including an Annuity Owner's TIN number), and (2) execute instructions from

the Portfolio to restrict or prohibit further purchases or transfers by

specific contract owners who violate the excessive trading policies

established by the Portfolio. In addition, you should be aware that some

Portfolios may receive "omnibus" purchase and redemption orders from other

insurance companies or intermediaries such as retirement plans. The omnibus

orders reflect the aggregation and netting of multiple orders from individual

owners of variable insurance contracts and/or individual retirement plan

participants. The omnibus nature of these orders may limit the Portfolios in

their ability to apply their excessive trading policies and procedures. In

addition, the other insurance companies and/or retirement plans may have

different policies and procedures or may not have any such policies and

procedures because of contractual limitations. For these reasons, we cannot

guarantee that the Portfolios (and thus contract owners) will not be harmed by

transfer activity relating to other insurance companies and/or retirement

plans that may invest in the Portfolios.

A Portfolio also may assess a short term trading fee (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 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

<PAGE>

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 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.

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, Spousal

Highest Daily Lifetime 7 Plus, Highest Daily Lifetime 6 Plus and Spousal

Highest Daily Lifetime 6 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

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, Spousal Highest Daily Lifetime 7 Plus Highest Daily Lifetime 6

Plus, or Spousal Highest Daily

<PAGE>

Lifetime 6 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.

. The first transfer under the Program occurs on the day you allocate a

Purchase Payment to the DCA Fixed Rate Options (unless modified to

comply with State law) 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, Spousal

Highest Daily Lifetime 7 Plus Highest Daily Lifetime 6 Plus, or Spousal

Highest Daily Lifetime 6 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 or Highest Daily Lifetime 6 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 Custom

Portfolios Program (FKA - 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 Custom Portfolios

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, Highest Daily Lifetime 6 Plus, Spousal Highest Daily

Lifetime 7 Plus or Spousal Highest Daily Lifetime 6 Plus (as applicable)

and (c) whether or not you participate in the Custom Portfolios 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 pre-determined mathematical formula under the

Highest Daily Lifetime 7 Plus or Highest Daily Lifetime 6 Plus benefits)

(see below).

. If you are participating in Highest Daily Lifetime 7 Plus, Spousal

Highest Daily Lifetime 7 Plus, Highest Daily Lifetime 6 Plus or Spousal

Highest Daily Lifetime 6 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.

. 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 or Highest Daily Lifetime 6

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.

<PAGE>

. 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.

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

1-888-PRU-2888.

A Guarantee Period for a Fixed Allocation begins:

. when all or part of a net Purchase Payment is allocated to that

particular Guarantee Period;

. upon transfer of any of your Account Value to a Fixed Allocation for

that particular Guarantee Period; or

. when you "renew" a Fixed Allocation by electing a new Guarantee Period.

To the extent permitted by law, we may establish different interest rates for

Fixed Allocations offered to a class of Owners who choose to participate in

various optional investment programs we make available. This may include, but

is not limited to, Owners who elect to use Fixed Allocations under a dollar

cost averaging program (see "Do You Offer Dollar Cost Averaging?") or the

Balanced Investment Program.

The interest rate credited to Fixed Allocations offered to this class of

purchasers may be different than those offered to other purchasers who choose

the same Guarantee Period but who do not participate in an optional investment

program. Any such program is at our sole discretion.

Prudential Annuities offers 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.

<PAGE>

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.

WHAT HAPPENS WHEN MY GUARANTEE PERIOD MATURES?

The "Maturity Date" for a MVA 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, Benefit Fixed Rate Account, and the DCA Fixed Rate

Options). Before the Maturity Date, you may choose to renew the MVA Fixed

Allocation for a new Guarantee Period of the same or different length or you

may transfer all or part of that MVA Fixed Allocation's Account Value to

another MVA Fixed Allocation or to one or more Sub-accounts. We will not

charge a MVA if you choose to renew a MVA 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 MVA 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.

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 Custom Portfolios Program (FKA -

Optional Allocation and Rebalancing Program), which is available if you have

elected one of the Highest Daily Lifetime Seven, Highest Daily Lifetime 7

Plus, Highest Daily Lifetime 6 Plus, Highest Daily GRO II, or GRO Plus II

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 a part of a Systematic Withdrawal program or

Dollar Cost Averaging program will be excluded from an Automatic Rebalancing

program.

If you are participating in an optional living benefit (such as Highest Daily

Lifetime 6 Plus) that makes transfers under a pre-determined mathematical

formula, and you have opted for automatic rebalancing, you should be aware

that: (a) the AST bond portfolio used as part of the pre-determined

mathematical formula will not be included as part of automatic rebalancing and

(b) the operation of the formula may result in the rebalancing not conforming

to the percentage allocations that you specified originally as part of your

Automatic Rebalancing Program.

ARE ANY ASSET ALLOCATION PROGRAMS AVAILABLE?

We currently do not offer any asset allocation programs for use with your

Annuity. Prior to December 5, 2005, we made certain asset allocation programs

available. If you enrolled in one of the asset allocation programs prior to

December 5, 2005, see the Appendix entitled, "Additional Information on the

Asset Allocation Programs" for more information on how the programs are

administered.

WHAT IS THE BALANCED INVESTMENT PROGRAM?

We offer a balanced investment program where a portion of your Account Value

is allocated to a Fixed Allocation and the remaining Account Value is

allocated to the Sub-accounts that you select. When you enroll in the Balanced

Investment Program, you choose the duration that you wish the program to last.

This determines the duration of the Guarantee Period for the Fixed Allocation.

Based on the fixed rate for the Guarantee Period chosen, we calculate the

portion of your Account Value that must be allocated to the Fixed Allocation

to grow to a specific "principal amount" (such as your initial Purchase

Payment). We determine the amount based on the rates then in effect for the

Guarantee Period you choose. If you continue the program until the end of the

Guarantee Period and make no withdrawals or transfers, at the end of the

Guarantee Period, the Fixed Allocation will have grown to equal the "principal

amount". Withdrawals or transfers from the Fixed Allocation before the end of

the Guarantee Period will terminate the program and may be subject to a Market

Value Adjustment (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 the Annuity. Account Value you allocate to the

<PAGE>

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 Annuity. EVEN IF THIS IS THE CASE, HOWEVER, PLEASE NOTE THAT THE

INVESTMENT ADVISOR YOU ENGAGE TO PROVIDE ADVICE AND/OR MAKE TRANSFERS FOR YOU,

IS NOT ACTING ON OUR BEHALF, BUT RATHER IS ACTING ON YOUR BEHALF. We do not

offer advice about how to allocate your Account Value under any circumstance.

As such, we are not responsible for any recommendations such investment

advisors make, any investment models or asset allocation programs they choose

to follow or any specific transfers they make on your behalf. Please note that

if you have engaged a third-party investment advisor to provide asset

allocation services with respect to your Annuity, we 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).

Any fee that is charged by your investment advisor is in addition to the fees

and expenses that apply under your Annuity. If you authorize your investment

advisor to withdraw amounts from your Annuity to pay for the investment

advisor's fee, as with any other withdrawal from your Annuity, you may incur

adverse tax consequences, and/or a Market Value Adjustment. Withdrawals to pay

your investment advisor (to the extent permitted) generally will also reduce

the level of various living and death benefit guarantees provided (e.g. the

withdrawals will reduce proportionately the Annuity's guaranteed minimum death

benefit.) WE ARE NOT A PARTY TO THE AGREEMENT YOU HAVE WITH YOUR INVESTMENT

ADVISOR AND DO NOT VERIFY THAT AMOUNTS WITHDRAWN FROM YOUR ANNUITY, INCLUDING

AMOUNTS WITHDRAWN TO PAY FOR THE INVESTMENT ADVISOR'S FEE, ARE WITHIN THE

TERMS OF YOUR AGREEMENT WITH YOUR INVESTMENT ADVISOR. You will, however,

receive confirmations of transactions that affect your Annuity. It is your

responsibility to arrange for the payment of the advisory fee charged by your

investment advisor. Similarly, it is your responsibility to understand the

advisory services provided by your investment advisor and the advisory fees

charged for those services.

We or an affiliate of ours may provide administrative support to licensed,

registered Financial Professionals or investment advisors who you authorize to

make financial transactions on your behalf. We may require Financial

Professionals or investment advisors, who are authorized by multiple contract

owners to make financial transactions, to enter into an administrative

agreement with Prudential Annuities as a condition of our accepting

transactions on your behalf. The administrative agreement may impose

limitations on the Financial Professional's or investment advisor's ability to

request financial transactions on your behalf. These limitations are intended

to minimize the detrimental impact of a Financial Professional who is in a

position to transfer large amounts of money for multiple clients in a

particular Portfolio or type of portfolio or to comply with specific

restrictions or limitations imposed by a Portfolio(s) on Prudential Annuities.

PLEASE NOTE: Annuities where your Financial Professional or investment advisor

has the authority to forward instruction on financial transactions are also

subject to the restrictions on transfers between investment options that are

discussed in the section entitled "ARE THERE RESTRICTIONS OR CHARGES ON

TRANSFERS BETWEEN INVESTMENT OPTIONS?." Since transfer activity directed by a

Financial Professional or third party investment adviser may result in

unfavorable consequences to all contract owners invested in the affected

options, we reserve the right to limit the investment options available to a

particular Owner where such authority as described above has been given to a

Financial Professional or investment advisor or impose other transfer

restrictions we deem necessary. The administrative agreement may limit the

available investment options, require advance notice of large transactions, or

impose other trading limitations on your Financial Professional. Your

Financial Professional will be informed of all such restrictions on an ongoing

basis. We may also require that your Financial Professional transmit all

financial transactions using the electronic trading functionality available

through our Internet website (www.prudentialannuities.com).

<PAGE>

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 DOES THE MARKET VALUE ADJUSTMENT WORK?

If you transfer or withdraw Account Value from a MVA Fixed Allocation any day

before the end of its Guarantee Period, we will adjust the value of your

investment based on a formula, called a "Market Value Adjustment" or "MVA".

Under certain optional benefits (such as GRO and GRO Plus) a formula transfers

amounts between MVA Fixed Allocations and the Permitted Sub-accounts. The

Market Value Adjustment formula compares the interest rates credited for Fixed

Allocations at the time you invested, to interest rates being credited when

you make a transfer or withdrawal. The amount of any Market Value Adjustment

can be either positive or negative, depending on the rates that are currently

being credited on Fixed Allocations. Any Market Value Adjustment that applies

will be subject to our rules for complying with applicable state law.

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/12)/

where:

I is the fixed interest rate we guaranteed to credit to the Fixed

Allocation as of its starting date;

J is the fixed interest rate for your class of annuities at the time of

the withdrawal for a new Fixed Allocation with a Guarantee Period equal

to the remaining number of years in your original Guarantee Period;

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

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

formula is:

[(1 + I)/(1 + J)]/(N/12)/

If the transfer or withdrawal does not occur on the yearly or monthly

anniversary of the beginning of the MVA Fixed Allocation, the numbers used in

'J' and 'N' will be rounded to the next highest integer.

MVA EXAMPLES

The following hypothetical examples show the effect of the MVA in determining

Account Value. Assume the following:

. You allocate $50,000 into a Fixed Allocation with a Guarantee Period of

5 years.

. The interest rate for your Fixed Allocation is 5.0% (I = 5.0%).

. You make no withdrawals or transfers until you decide to withdraw the

entire Fixed Allocation after exactly three (3) years, at which point 24

months remain before the Maturity Date (N = 24).

EXAMPLE OF POSITIVE MVA

Assume that at the time you request the withdrawal, the fixed interest rate

for a new Fixed Allocation with a Guarantee Period of 24 months is 3.5% (J =

3.5%). Based on these assumptions, the MVA would be calculated as follows:

MVA Factor = [(1+I)/(I+J+0.0010)]/(N/12)/ = [1.05/1.036]/(2)/ = 1.027210

Interim Value = $57,881.25

Account Value after MVA = Interim Value X MVA Factor = $59,456.20.

EXAMPLE OF NEGATIVE MVA

Assume that at the time you request the withdrawal, the fixed interest rate

for a new Fixed Allocation with a Guarantee Period of 24 months is 6.0% (J =

6.0%). Based on these assumptions, the MVA would be calculated as follows:

MVA Factor = [(1+I)/(1+J+0.0010)]/(N/12)/ = [1.05/1.061]/(2)/ = 0.979372

Interim Value = $57,881.25

Account Value after MVA = Interim Value X MVA Factor = $56,687.28.

<PAGE>

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. There is no Contingent Deferred Sales Charge applied upon

surrender or partial withdrawal. However, if you surrender your Annuity, we

may deduct the Annual Maintenance Fee, any Tax Charge that applies and the

charge for any optional benefits. We may also apply a Market Value Adjustment

to MVA Fixed Allocations being withdrawn or surrendered. Unless you notify us

differently, as permitted 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

For a non-qualified Annuity, 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

For a non-qualified Annuity, during the annuitization period, a portion of

each annuity payment is taxed as ordinary income at the tax rate you are

subject to at the time of the payment. The Code and regulations have

"exclusionary rules" that we use to determine what portion of each annuity

payment should be treated as a return of any tax basis you have in your

Annuity. Once the tax basis in your Annuity has been distributed, the

remaining annuity payments are taxable as ordinary income. The tax basis in

your Annuity may be based on the tax-basis from a prior contract in the case

of a 1035 exchange or other qualifying transfer.

SPECIAL RULES FOR DISTRIBUTIONS TO PAY ADVISORY FEES

We treat partial withdrawals to pay advisory fees as taxable distributions

unless:

. your Annuity is being used in conjunction with a "qualified" retirement

plan (plans meeting the requirements of Sections 401, 403 or 408 of the

Code); and

. in relation to Section 403 or 408 plans, you and your Advisor provide

acceptable proof to us, limiting the source of the Advisor's

compensation to the assets of an applicable qualified retirement plan,

and making certain other representations.

CAN I WITHDRAW A PORTION OF MY ANNUITY?

Yes, you can make a withdrawal during the accumulation period.

We call this a "partial withdrawal." The minimum partial withdrawal you may

request is $100. We may apply a Market Value Adjustment to any MVA Fixed

Allocations. After any partial withdrawal, your Annuity must have a Surrender

Value of at least $1,000, or we may treat the partial withdrawal request as a

request to fully surrender your Annuity.

Partial withdrawals may also be available following annuitization but only if

you choose certain annuity payment options. Note, however, that we do not

permit communication once annuity payments have commenced.

To request the forms necessary to make a withdrawal from your Annuity, call

1-888-PRU-2888 or visit our Internet Website at www.prudentialannuities.com.

CAN I MAKE PERIODIC WITHDRAWALS FROM THE ANNUITY DURING THE ACCUMULATION

PERIOD?

Yes. We call these "Systematic Withdrawals." You can receive Systematic

Withdrawals of earnings only or a flat dollar amount. Systematic Withdrawals

can be made from Account Value allocated to the Sub-accounts or certain Fixed

Allocations. Systematic Withdrawals are available on a monthly, quarterly,

semi-annual or annual basis.

Systematic Withdrawals will be taken pro-rata from the Sub-accounts and the

MVA Fixed Allocations up to growth in the MVA Fixed Allocations and thereafter

pro-rata solely from the Sub-accounts. The growth in the MVA Fixed Allocations

at any point in time consists of the remaining earnings since the program of

systematic withdrawal began. 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

<PAGE>

requested), we may postpone the withdrawal and add the expected amount to the

amount that is to be withdrawn on the next scheduled Systematic Withdrawal.

DO YOU OFFER A PROGRAM FOR WITHDRAWALS UNDER SECTION 72(T) OF THE INTERNAL

REVENUE CODE?

Yes. If your Annuity is used as a funding vehicle for certain retirement plans

that receive special tax treatment under Sections 401, 403(b) or 408 of the

Code, Section 72(t) of the Code may provide an exception to the 10% penalty

tax on distributions made prior to age 59 1/2 if you elect to receive

distributions as a series of "substantially equal periodic payments". We may

apply a Market Value Adjustment to any MVA Fixed Allocations. To request a

program that complies with Sections 72(t), you must provide us with certain

required information in writing on a form acceptable to us. We may require

advance notice to allow us to calculate the amount of 72(t) withdrawals. The

Surrender Value of your Annuity must be at least $20,000 before we will allow

you to begin a program for withdrawals under Sections 72(t). The minimum

amount for any such withdrawal is $100 and payments may be made monthly,

quarterly, semi-annually or annually.

You may also annuitize your contract and begin receiving payments for the

remainder of your life (or life expectancy) as a means of receiving income

payments before age 59 1/2 that are not subject to the 10% penalty.

WHAT ARE REQUIRED MINIMUM DISTRIBUTIONS AND WHEN WOULD I NEED TO MAKE THEM?

(See "Tax Considerations" for a further discussion of Required Minimum

Distributions.)

Required Minimum Distributions are a type of Systematic Withdrawal we allow to

meet distribution requirements under Sections 401, 403(b) or 408 of the Code.

Required Minimum Distribution rules do not apply to Roth IRAs during the

Owner's lifetime. Under the Code, you may be required to begin receiving

periodic amounts from your Annuity. In such case, we will allow you to make

Systematic Withdrawals in amounts that satisfy the Required Minimum

Distribution rules under the Code. 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.

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.

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. We may apply a

Market Value Adjustment to any MVA Fixed Allocations. Upon surrender of your

Annuity, you will no longer have any rights under the surrendered Annuity.

Under certain annuity payment options, you may be allowed to surrender your

Annuity for its then current value.

To request the forms necessary to surrender your Annuity, call 1-888-PRU-2888

or visit our Internet Website at www.prudentialannuities.com.

WHAT TYPES OF ANNUITY OPTIONS ARE AVAILABLE?

We currently make available annuity options that provide fixed annuity

payments. Your Annuity provides certain fixed annuity payment options. We do

not guarantee to continue to make available or any other option other than the

fixed annuity payment options set forth in your contract. Fixed options

provide the same amount with each payment. Adjustable options provide a fixed

payment that is periodically adjusted based on current interest rates. Please

refer to the "Living Benefits" section below for a description of annuity

options that are available when you elect one of the living benefits. For

additional information on annuity payment options you may request a Statement

of Additional Information. You must annuitize your entire Account Value;

partial annuitizations are not allowed.

You may choose an Annuity Date, an annuity option and the frequency of annuity

payments. You may change your choices before the Annuity Date under the terms

of your contract. A maximum Annuity Date may be required by law or under the

terms of your Annuity. The Annuity Date may depend on the annuity option you

choose. Certain annuity options may not be available depending on the age of

the Annuitant. See section below entitled "How and When Do I Choose the

Annuity Payment Option?"

<PAGE>

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.

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. 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 or any other option other than the

fixed annuity payment options set forth in your contract.

HOW AND WHEN DO I CHOOSE THE ANNUITY PAYMENT OPTION?

You have a right to choose your Annuity Date, provided it is no later than the

maximum Annuity Date that may be required by law or under the terms of your

Annuity.

For Annuities issued prior to November 20, 2006:

. If you do not provide us with your Annuity Date, a default date for the

Annuity Date will be the first day of the calendar month following the

later of the Annuitant's 85/th/ birthday or the fifth anniversary of our

receipt of your request to purchase an Annuity; and

. Unless you instruct us otherwise, the annuity payments, where allowed by

law, will be calculated on a fixed basis under Option 3, Payments for

Life with 10 years certain.

If you choose to defer the Annuity Date beyond the default date, the IRS may

not consider your Annuity to be an annuity under the tax law. If that should

occur, all gain in your Annuity at that time will become immediately taxable

to you. Further, each subsequent year's increase in Account Value would be

taxable in that year. By choosing to continue to defer after the default date,

you will assume the risk that your Annuity will not be considered an annuity

for federal income tax purposes.

For Annuities issued on or after November 20, 2006:

. Unless we agree otherwise, the Annuity Date you choose must be no later

than the first day of the calendar month coinciding with or next

following the later of the oldest Owner's or Annuitant's 95/th/

birthday, whichever occurs first, and the fifth anniversary of the Issue

Date.

. 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.

<PAGE>

Please note that annuitization essentially involves converting your Account

Value to an annuity payment stream, the length of which depends on the terms

of the applicable annuity option. Thus, once annuity payments begin, your

death benefit is determined solely under the terms of the applicable annuity

payment option, and you no longer participate in any optional living benefit

(unless you have annuitized under that benefit).

HOW ARE ANNUITY PAYMENTS CALCULATED?

FIXED ANNUITY PAYMENTS

If you choose to receive fixed annuity payments, you will receive equal

fixed-dollar payments throughout the period you select. The amount of the

fixed payment will vary depending on the annuity payment option and payment

frequency you select. Generally, the first annuity payment is determined by

multiplying the Account Value, minus any state premium taxes that may apply,

by the factor determined from our table of annuity rates. The table of annuity

rates differs based on the type of annuity chosen and the frequency of payment

selected. Our rates will not be less than our guaranteed minimum rates. These

guaranteed minimum rates are derived from the 1983a Individual Annuity

Mortality Table with an assumed interest rate of 3% per annum. Where required

by law or regulation, such annuity table will have rates that do not differ

according to the gender of the Key Life. Otherwise, the rates will differ

according to the gender of the Key Life.

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.

<PAGE>

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)/ 1/

Highest Daily Guaranteed Return Option (Highest Daily GRO)/ 1/

Guaranteed Return Option Plus II (GRO Plus II)

Highest Daily Guaranteed Return Option Plus II (HD GRO II)

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/ 1/

Spousal Highest Daily Lifetime Seven Income Benefit/ 1/

Highest Daily Lifetime Seven with Beneficiary Income Option Income Benefit/ 1/

Highest Daily Lifetime Seven with Lifetime Income Accelerator Income Benefit/

Spousal Highest Daily Lifetime Seven with Beneficiary Income Option Income

Benefit/ 1/

Highest Daily Lifetime 7 Plus Income Benefit/ 1/

Spousal Highest Daily Lifetime 7 Plus Income Benefit/ 1/

Highest Daily Lifetime 7 Plus with Beneficiary Income Option Benefit/ 1/

Highest Daily Lifetime 7 Plus with Lifetime Income Accelerator Benefit/ 1/

Spousal Highest Daily Lifetime 7 Plus with Beneficiary Income Option Benefit/

Highest Daily Lifetime 6 Plus Income Benefit

Highest Daily Lifetime 6 Plus with Lifetime Income Accelerator Benefit

Spousal Highest Daily Lifetime 6 Plus Income Benefit

(1)No longer available for new elections.

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 II 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. Please note that these

guaranteed minimum accumulation benefits require your participation in

certain predetermined mathematical formulas that may transfer your Account

Value between certain permitted Sub-accounts and a bond portfolio

Sub-account (or MVA Fixed Allocations, for certain of the benefits). The

portfolio restrictions and the use of each formula may reduce the

likelihood that we will be required to make payments to you under the

living benefits.

. 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.

<PAGE>

. 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 6 Plus

benefit, for example, the guaranteed amount generally is equal to your

highest daily Account Value, appreciated at six percent annually. Please

note that there is a maximum Annuity Date under your Annuity, by which date

annuity payments must commence. Certain of these benefits are no longer

available for new elections. Under any of the Guaranteed Lifetime

Withdrawal Benefits (e.g., Highest Daily Lifetime 6 Plus), withdrawals in

excess of the Annual Income Amount, called "Excess Income," will result in

a permanent reduction in future guaranteed withdrawal amounts. FINALLY,

PLEASE NOTE THAT CERTAIN OF THESE BENEFITS REQUIRE YOUR PARTICIPATION IN A

PREDETERMINED MATHEMATICAL FORMULA THAT MAY TRANSFER YOUR ACCOUNT VALUE

BETWEEN CERTAIN PERMITTED SUB-ACCOUNTS AND A BOND PORTFOLIO SUB-ACCOUNT (OR

THE GENERAL ACCOUNT, FOR ONE OF THE BENEFITS). THESE PORTFOLIO RESTRICTIONS

AND THE USE OF THE FORMULA LESSEN THE LIKELIHOOD THAT YOUR ACCOUNT VALUE

WILL BE REDUCED TO ZERO WHILE YOU ARE STILL ALIVE, AND MAY REDUCE THE RISK

THAT WE WILL BE REQUIRED TO MAKE PAYMENTS TO YOU UNDER THE LIVING BENEFITS.

THE PORTFOLIO RESTRICTIONS AND THE USE OF THE FORMULA MAY ALSO LIMIT YOUR

UPSIDE POTENTIAL FOR GROWTH.

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 (you may elect a

new benefit beginning on the next Valuation Day) 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.