PRUCO LIFE INSURANCE COMPANY PRUCO LIFE FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT

PRUCO LIFE INSURANCE COMPANY PRUCO LIFE FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY PRUCO LIFE OF NEW JERSEY FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B Supplement dated December 21, 2016 to Prospectuses dated April 29, 2016 This Supplement should be read in conjunction with the current Prospectus for your Annuity and should be retained for future reference. 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 that you do not own. Defined terms used herein and not otherwise defined herein shall have the meanings given to them in the Prospectuses and Statements of Additional Information. Please check your Annuity Prospectus to determine which of the following changes affect the Annuity that you own. If you would like another copy of the current Annuity Prospectus, please call us at 1-888-PRU-2888. This Supplement describes a new portfolio of Advanced Series Trust ( AST ). In addition, effective on or about January 3, 2017, the AST Bond Portfolio 2016 will be closed and liquidated and, as a result, all references to the AST Bond Portfolio 2016 will be deleted from the Prospectus. New AST Portfolio AST Bond Portfolio 2028 (the Portfolio ). Effective on or about January 3, 2017, a variable investment option that invests in this Portfolio will be added to your Annuity. Please note, however, that the investment option is not available for the allocation of Purchase Payments or for transfers either incoming or outgoing. This Portfolio is available only with certain optional living benefits. The inside front cover of the Prospectus is hereby amended to include the name of this new Portfolio under Investment Options. In conjunction with the changes described above, the table captioned Underlying Mutual Fund Portfolio Annual Expenses in the Summary of Contract Fees and Charges section of the Prospectus is revised as follows: FUNDS AST Bond Portfolio 2028 1 Management Fees Other Expenses UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES (as a percentage of the average net assets of the underlying Portfolios) 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 Fee Waiver or Expense Reimbursement Net Annual Fund Operating Expenses 0.48% 0.08% 2 0.25% 0.00% 0.00% 0.00% 0.81% 0.00% 0.81% 1 2 The Portfolio will commence operations on or about January 3, 2017. Estimate based in part on assumed average daily net assets of $200 million for the Portfolio for the fiscal period ending December 31, 2017. GENPRODSUP8

In the Investment Options section of the Prospectus, we add the following summary description for the Portfolio to the table below as follows: PORTFOLIO NAME INVESTMENT OBJECTIVE(S) PORTFOLIO ADVISER/SUBADVISER(S) AST Bond Portfolio 2028 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. PGIM Fixed Income THIS SUPPLEMENT SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE GENPRODSUP8

PRUCO LIFE INSURANCE COMPANY PRUCO LIFE FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY PRUCO LIFE OF NEW JERSEY FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B Supplement dated November 14, 2016 to Prospectuses dated April 29, 2016 This Supplement should be read in conjunction with the current Prospectus for your Annuity and should be retained for future reference. 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 that you do not own. Defined terms used herein and not otherwise defined herein shall have the meanings given to them in the Prospectuses and Statements of Additional Information. We are issuing this Supplement to reflect changes to the AST Academic Strategies Asset Allocation Portfolio of Advanced Series Trust. Please check your Annuity Prospectus to determine which of the following changes affect the Annuity that you own. If you would like another copy of the current Annuity Prospectus, please call us at 1-888-PRU-2888. AST Academic Strategies Asset Allocation Portfolio Subadviser Changes: With respect to the AST Academic Strategies Asset Allocation Portfolio, the Board of Trustees of Advanced Series Trust has approved: (i) (ii) (iii) adding Morgan Stanley Investment Management Inc. as a subadviser; terminating the subadvisory agreement with J.P. Morgan Investment Management, Inc., and removing CNH Partners, LLC as a subadviser. These changes are expected to become effective on or about January 23, 2017. In the Investment Options section of the Prospectus, we revise the Portfolio Adviser/Subadviser(s) column of the table below as follows: PORTFOLIO NAME INVESTMENT OBJECTIVE(S) PORTFOLIO ADVISER/SUBADVISER(S) AST Academic Strategies Asset Allocation Portfolio Seeks long-term capital appreciation AlphaSimplex Group, LLC AQR Capital Management, LLC CoreCommodity Management, LLC First Quadrant, L.P. Jennison Associates LLC Morgan Stanley Investment Management Inc. Pacific Investment Management Company, LLC Quantitative Management Associates LLC Western Asset Management Company/Western Asset Management Company Limited THIS SUPPLEMENT SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE GENPRODSUP7

PRUCO LIFE INSURANCE COMPANY PRUCO LIFE FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY PRUCO LIFE OF NEW JERSEY FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B Supplement dated October 27, 2016 to Prospectuses dated April 29, 2016 This Supplement should be read in conjunction with the current Prospectus for your Annuity and should be retained for future reference. 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 that you do not own. Defined terms used herein and not otherwise defined herein shall have the meanings given to them in the Prospectuses and Statements of Additional Information. We are issuing this Supplement to reflect changes to the AST Lord Abbett Core Fixed Income Portfolio of Advanced Series Trust. Please check your Annuity Prospectus to determine which of the following changes affect the Annuity that you own. If you would like another copy of the current Annuity Prospectus, please call us at 1-888-PRU-2888. AST Lord Abbett Core Fixed Income Portfolio Changes to the AST Lord Abbett Core Fixed Income Portfolio, effective November 1, 2016, are reflected in the table below. The table captioned Underlying Mutual Fund Portfolio Annual Expenses in the Summary of Contract Fees and Charges section of the Prospectus is revised as follows: FUNDS AST Lord Abbett Core Fixed Income Portfolio Management Fees UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES (as a percentage of the average net assets of the underlying Portfolios) 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 Fee Waiver or Expense Reimbursement Net Annual Fund Operating Expenses 0.48% 0.02% 0.25% 0.00% 0.00% 0.00% 0.75% 0.00% 0.75% THIS SUPPLEMENT SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE GENPRODSUP6

PRUCO LIFE INSURANCE COMPANY PRUCO LIFE FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY PRUCO LIFE OF NEW JERSEY FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B Supplement dated September 20, 2016 to Prospectuses dated April 29, 2016 This Supplement should be read in conjunction with the current Prospectus for your Annuity and should be retained for future reference. 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 that you do not own. Defined terms used herein and not otherwise defined herein shall have the meanings given to them in the Prospectuses and Statements of Additional Information. We are issuing this Supplement to reflect a change to the AST Value Equity Portfolio of Advanced Series Trust. Please check your Annuity Prospectus to determine if the following change affects the Annuity that you own. If you would like another copy of the current Annuity Prospectus, please call us at 1-888-PRU-2888. Accordingly, we make the following change to your Annuity Prospectus: AST Value Equity Portfolio. Effective on or about October 17, 2016, the AST Value Equity Portfolio will be replacing its subadviser. T. Rowe Price Associates, Inc. will replace Herndon Capital Management, LLC as subadviser to the Portfolio. Accordingly, all references in the Prospectus to Herndon Capital Management, LLC as subadviser to the Portfolio are hereby replaced with T. Rowe Price Associates, Inc. THIS SUPPLEMENT SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE. GENPRODSUP5

PRUCO LIFE INSURANCE COMPANY PRUCO LIFE FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY PRUCO LIFE OF NEW JERSEY FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B Supplement dated August 16, 2016 to Prospectuses dated April 29, 2016 This Supplement should be read in conjunction with the current Prospectus for your Annuity and should be retained for future reference. 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 that you do not own. Defined terms used herein and not otherwise defined herein shall have the meanings given to them in the Prospectuses and Statements of Additional Information. We are issuing this Supplement to reflect changes to the AST Money Market Portfolio of Advanced Series Trust. Please check your Annuity Prospectus to determine which of the following changes affect the Annuity that you own. If you would like another copy of the current Annuity Prospectus, please call us at 1-888-PRU-2888. AST Money Market Portfolio Conversion to AST Government Money Market Portfolio At a meeting of the Board of Trustees of Advanced Series Trust, the Board approved changes to the AST Money Market Portfolio s (the Portfolio ) investment policies, in order to qualify the Portfolio as a government money market fund. Pursuant to the investment policy changes approved by the Board, the Portfolio will be managed as a government money market fund, which means that it will invest at least 99.5% or more of its assets in cash, government securities, and/or repurchase agreements that are fully collateralized with cash or other government securities. In recognition of these investment policy changes, the Board also approved changing the name of the Portfolio, to be known as the AST Government Money Market Portfolio. As a government money market fund, the Portfolio will seek to maintain a stable $1.00 NAV and will not implement redemption gates or liquidity fees. Accordingly, effective on or about September 12, 2016, the AST Money Market Portfolio will change its name to the AST Government Money Market Portfolio, and the Portfolio will be managed as a government money market fund. We thus make the following changes to your Annuity Prospectus: (1) The annual expenses for the AST Government Money Market Portfolio are shown below. The table captioned Underlying Mutual Fund Portfolio Annual Expenses in the Summary of Contract Fees and Charges section of the Prospectus is revised as follows: GENPRODSUP3

UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES (as a percentage of the average net assets of the underlying Portfolios) FUNDS AST Government Money Market 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 Fee Waiver or Expense Reimbursement Net Annual Fund Operating Expenses 0.32% 0.02% 0.25% 0.00% 0.00% 0.00% 0.59% 0.02% 0.57% AST Government Money Market The Manager has contractually agreed to waive a portion of the management fee for the Portfolio by implementing the following management fee schedule: 0.30% to $3.25 billion; 0.2925% on the next $2.75 billion; 0.2625% on the next $4 billion; and 0.2425% over $10 billion of average daily net assets. This waiver may not be terminated or modified prior to June 30, 2017 without the prior approval of the Trust's Board of Trustees. (2) In the section captioned Variable Investment Options the table providing a summary description of the Portfolio is revised as follows: PORTFOLIO NAME INVESTMENT OBJECTIVE(S) PORTFOLIO ADVISER/SUBADVISER(S) AST Government Money Market Portfolio (formerly AST Money Market Portfolio) Seeks high current income and maintain high levels of liquidity. PGIM, Inc. (3) Effective on or about September 12, 2016, all references to the AST Money Market Portfolio are hereby changed to the AST Government Money Market Portfolio. THIS SUPPLEMENT SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE GENPRODSUP3

PRUCO LIFE INSURANCE COMPANY PRUCO LIFE FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY PRUCO LIFE OF NEW JERSEY FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B Supplement dated August 8, 2016 to Prospectuses dated April 29, 2016 This Supplement should be read in conjunction with the current Prospectus for your Annuity and should be retained for future reference. 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 that you do not own. Defined terms used herein and not otherwise defined herein shall have the meanings given to them in the Prospectuses and Statements of Additional Information. We are issuing this Supplement to reflect a change to one of the Portfolios of Advanced Series Trust. Please check your Annuity Prospectus to determine if the following change affects the Annuity that you own. If you would like another copy of the current Annuity Prospectus, please call us at 1-888-PRU-2888. Accordingly, we make the following change to your Annuity Prospectus: AST Herndon Large-Cap Value Portfolio. The name of the AST Herndon Large-Cap Value Portfolio will change to the AST Value Equity Portfolio effective on or about September 12, 2016. Accordingly, effective on or about September 12, 2016, all references to the AST Herndon Large-Cap Value Portfolio are hereby changed to the AST Value Equity Portfolio. THIS SUPPLEMENT SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE. GENPRODSUP4

PRUCO LIFE INSURANCE COMPANY PRUCO LIFE FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY PRUCO LIFE OF NEW JERSEY FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B Supplement dated July 1, 2016 to Prospectuses dated April 29, 2016 This Supplement should be read in conjunction with the current Prospectus for your Annuity and should be retained for future reference. 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 that you do not own. Defined terms used herein and not otherwise defined herein shall have the meanings given to them in the Prospectuses and Statements of Additional Information. We are issuing this Supplement to reflect changes to the expenses of certain of the Advanced Series Trust and The Prudential Series Fund Portfolios. Please check your Annuity Prospectus to determine which of the following changes affect the Annuity that you own. If you would like another copy of the current Annuity Prospectus, please call us at 1-888-PRU-2888. Accordingly, we make the following changes to your Annuity Prospectus: The annual expenses for certain portfolios of the Advanced Series Trust and The Prudential Series Fund Portfolios have been changed. The table captioned Underlying Mutual Fund Portfolio Annual Expenses in the Summary of Contract Fees and Charges section of the Prospectus is revised as follows: UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES (as a percentage of the average net assets of the underlying Portfolios) For the year ended December 31, 2015 (restated to reflect current fees as of July 1, 2016) FUNDS 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 Fee Waiver or Expense Reimbursement Net Annual Fund Operating Expenses AST AQR Large-Cap Portfolio* 0.56% 0.01% 0.25% 0.00% 0.00% 0.00% 0.82% 0.09% 0.73% AST Cohen & Steers Realty Portfolio* 0.82% 0.03% 0.25% 0.00% 0.00% 0.00% 1.10% 0.07% 1.03% AST Goldman Sachs Global Income Portfolio* 0.63% 0.05% 0.25% 0.00% 0.00% 0.00% 0.93% 0.03% 0.90% AST Goldman Sachs Multi- Asset Portfolio* 0.76% 0.05% 0.25% 0.00% 0.00% 0.02% 1.08% 0.14% 0.94% AST International Growth Portfolio* 0.81% 0.04% 0.25% 0.00% 0.00% 0.00% 1.10% 0.01% 1.09% AST Prudential Core Bond Portfolio 0.47% 0.02% 0.25% 0.00% 0.00% 0.00% 0.74% 0.00% 0.74% AST Wellington Management Real Total Return Portfolio* 1.04% 1.23% 0.25% 0.00% 0.00% 0.03% 2.55% 1.10% 1.45% AST Western Asset Core Plus Bond Portfolio* 0.51% 0.02% 0.25% 0.00% 0.00% 0.00% 0.78% 0.04% 0.74% Small Capitalization Stock Portfolio 0.35% 0.05% 0.00% 0.00% 0.00% 0.00% 0.40% 0.00% 0.40% Global Portfolio* 0.75% 0.07% 0.00% 0.00% 0.00% 0.00% 0.82% 0.01% 0.81% GENPRODSUP2

FUNDS Management Fees UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES (as a percentage of the average net assets of the underlying Portfolios) For the year ended December 31, 2015 (restated to reflect current fees as of July 1, 2016) 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 Fee Waiver or Expense Reimbursement Net Annual Fund Operating Expenses SP International Growth Portfolio-Class 1* 0.85% 0.38% 0.00% 0.00% 0.00% 0.00% 1.23% 0.22% 1.01% Stock Index Portfolio 0.30% 0.02% 0.00% 0.00% 0.00% 0.00% 0.32% 0.00% 0.32% *See notes immediately below for important information about this fund. AST AQR Large-Cap Portfolio The Manager has contractually agreed to waive 0.086% of its investment management fee through June 30, 2017. This waiver may not be terminated without the prior approval of the Trust s Board of Trustees. AST Cohen & Steers Realty Portfolio The Manager has contractually agreed to waive 0.07% of its investment management fee through June 30, 2017. This waiver may not be terminated without the prior approval of the Trust s Board of Trustees. AST Goldman Sachs Global Income Portfolio The Manager has contractually agreed to waive 0.029% of its investment management fee through June 30, 2017. This waiver may not be terminated without the prior approval of the Trust s Board of Trustees. AST Goldman Sachs Multi-Asset Portfolio The Manager has contractually agreed to waive 0.144% of its investment management fee through June 30, 2017. This waiver may not be terminated without the prior approval of the Trust s Board of Trustees. AST International Growth Portfolio The Manager has contractually agreed to waive 0.011% of its investment management fee through June 30, 2017. This waiver may not be terminated without the prior approval of the Trust s Board of Trustees. AST Wellington Management Real Total Return Portfolio The Manager has contractually agreed to waive 0.133% of its investment management fee through June 30, 2017. In addition, the Manager has contractually agreed to waive a portion of its investment management fee and/or reimburse certain expenses so that the investment management fee plus other expenses (exclusive in all cases of taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) for the Portfolio does not exceed 1.42% of the average daily net assets of the Portfolio through June 30, 2017. These arrangements may not be terminated without the prior approval of the Trust s Board of Trustees. AST Western Asset Core Plus Bond Portfolio The Manager has contractually agreed to waive 0.04% of its investment management fee through June 30, 2017. This waiver may not be terminated without the prior approval of the Trust s Board of Trustees. Global Portfolio Prudential Investments LLC (PI or the Investment Manager) has contractually agreed to waive 0.011% of its investment management fee through June 30, 2017. This waiver may not be terminated or modified without the prior approval of the Trust s Board of Trustees. SP International Growth Portfolio-Class 1 Prudential Investments LLC (PI or the Investment Manager) has contractually agreed to waive 0.011% of its investment management fee through June 30, 2017. In addition, the Investment Manager has contractually agreed to waive a portion of its investment management fees and/or reimburse certain expenses for the Portfolio so that the Portfolio s investment management fees plus other expenses for both share classes (exclusive in all cases of taxes, short sale interest and dividend expenses, brokerage commissions, acquired fund fees and expenses, distribution and/or service fees (12b-1), administrative fees and extraordinary expenses) do not exceed 1.01% of the Portfolio s average daily net assets through June 30, 2017. These arrangements may not be terminated without the prior approval of the Trust s Board of Trustees. THIS SUPPLEMENT SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE. GENPRODSUP2

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION A Prudential Financial Company One Corporate Drive, Shelton, Connecticut 06484 OPTIMUM SM OPTIMUM FOUR SM OPTIMUM PLUS SM Flexible Premium Deferred Annuities PROSPECTUS: APRIL 29, 2016 This prospectus describes three different flexible premium deferred annuities (the Annuities or the Annuity ) issued by Prudential Annuities Life Assurance Corporation ( Prudential Annuities, we, our, or us ) exclusively through LPL Financial Corporation. If you are receiving this prospectus, it is because you currently own one of these Annuities. These Annuities are no longer offered as an individual annuity contract or as an interest in a group annuity. Each Annuity has different features and benefits that may be appropriate for you based on your financial situation, your age and how you intend to use the Annuity. This Prospectus describes the important features of the Annuities. The Prospectus also describes differences among the Annuities which include differences in the fees and charges you pay and variations in some product features such as the availability of certain bonus amounts and basic death benefit protection. Each Annuity or certain of its investment options and/or features may not be available in all states. Various rights, benefits and certain fees may differ among states to meet applicable laws and/or regulations. There may also be differences in the compensation paid to your Financial Professional for each Annuity. Differences in compensation among different annuity products could influence a Financial Professional s decision as to which annuity to recommend for you. In addition, the selling broker-dealer firm through which each Annuity is sold not make available or may not recommend to its customers certain of the optional features and investment options offered generally under the Annuity. Alternatively, such firm may restrict the optional benefits that it does make available to its customers (e.g., by imposing a lower maximum issue age for certain optional benefits than what is prescribed generally under the Annuity). Please speak to your Financial Professional for further details. For more information about variations applicable to your state, please refer to your Annuity or consult your Financial Professional. For some of the variations specific to Annuities approved for sale by the New York State Insurance Department, see Appendix E. The guarantees provided by the variable annuity contracts and the optional benefits are the obligations of and subject to the claims paying ability of Prudential Annuities. Certain terms are capitalized in this Prospectus. Those terms are either defined in the Glossary of Terms or in the context of the particular section. Because the Optimum Plus Annuity grants credits with respect to your Purchase Payments, the expenses of Optimum Plus may be higher than expenses for an Annuity without a credit. In addition, the amount of the credits you receive under the Optimum Plus Annuity may be more than offset over time by the additional fees and charges associated with the credit. THE SUB-ACCOUNTS Each Sub-account of Prudential Annuities Life Assurance Corporation Variable Account B invests in an underlying mutual fund portfolio. Currently, portfolios of the following underlying mutual funds are being offered: Advanced Series 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 prospectuses for the underlying mutual funds. Keep them for future reference. Please note that if you purchase this Annuity within a tax advantaged retirement plan, such as an IRA, SEP-IRA, Roth IRA, 401(a) plan, or non-erisa 403(b) plan, you will get no additional tax advantage through the Annuity itself. Because there is no additional tax advantage when a variable annuity is purchased through one of these plans, the reasons for purchasing the Annuity inside a qualified plan are limited to the ability to elect a living benefit, a Return of Purchase Payments Death Benefit, the opportunity to annuitize the contract and the various investment options, which might make the Annuity an appropriate investment for you. You should consult your tax and financial adviser regarding such features and benefits prior to purchasing this Annuity for use with a tax-qualified plan. 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 How to Contact Us later in this prospectus for our Service Office Address. In compliance with U.S. law, Prudential Annuities Life Assurance Corporation delivers this prospectus to current contract owners that reside outside of the United States. These Annuities are NOT deposits or obligations of, or issued, guaranteed or endorsed by, any bank, are NOT insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation (FDIC), the Federal Reserve Board or any other agency. An investment in an annuity involves investment risks, including possible loss of value, even with respect to amounts allocated to the AST Money Market Sub-account. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. OPTIMUM SM, OPTIMUM FOUR SM, OPTIMUM PLUS SM, ARE SERVICE MARKS OR REGISTERED TRADEMARKS OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND ARE USED UNDER LICENSE BY ITS AFFILIATES.

FOR FURTHER INFORMATION CALL: 1-888-PRU-2888 OR GO TO OUR WEBSITE AT WWW.PRUDENTIAL.ANNUITIES.COM Statement of Additional Information Dated: April 29, 2016 LPLOASAI Prospectus Dated: April 29, 2016 OPTIMUM

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 2025) Advanced Series Trust AST Academic Strategies Asset Allocation Portfolio AST Balanced Asset Allocation Portfolio AST BlackRock Low Duration Bond Portfolio AST BlackRock/Loomis Sayles Bond Portfolio 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 Bond Portfolio 2023 AST Bond Portfolio 2024 AST Bond Portfolio 2025 AST Bond Portfolio 2026 AST Bond Portfolio 2027 AST Capital Growth Asset Allocation Portfolio AST Cohen & Steers Realty Portfolio AST Goldman Sachs Large-Cap Value Portfolio AST Goldman Sachs Mid-Cap Growth Portfolio AST Herndon Large-Cap Value Portfolio AST Hotchkis & Wiley Large-Cap Value Portfolio AST International Growth Portfolio AST International Value Portfolio AST Investment Grade Bond Portfolio AST J.P. Morgan International Equity Portfolio AST Loomis Sayles Large-Cap Growth Portfolio AST Lord Abbett Core Fixed Income Portfolio AST MFS Growth Portfolio AST Money Market Portfolio AST Neuberger Berman/LSV Mid-Cap Value Portfolio AST New Discovery Asset Allocation Portfolio AST Preservation Asset Allocation Portfolio AST Small-Cap Growth Opportunities Portfolio AST Small-Cap Growth Portfolio AST Small-Cap Value Portfolio AST T. Rowe Price Large-Cap Growth Portfolio AST Templeton Global Bond Portfolio AST WEDGE Capital Mid-Cap Value Portfolio AST Western Asset Core Plus Bond Portfolio Wells Fargo Variable Trust Wells Fargo VT International Equity Class 1 Wells Fargo VT Omega Growth Class 1

CONTENTS GLOSSARY OF TERMS...1 SUMMARY OF CONTRACT FEES AND CHARGES...5 EXPENSE EXAMPLES...17 SUMMARY...19 INVESTMENT OPTIONS...24 WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS?...24 WHAT ARE THE FIXED ALLOCATIONS?...28 FEES AND CHARGES...30 WHAT ARE THE CONTRACT FEES AND CHARGES?...30 WHAT CHARGES APPLY TO THE FIXED ALLOCATIONS?...32 WHAT CHARGES APPLY IF I CHOOSE AN ANNUITY PAYMENT OPTION?...32 EXCEPTIONS/REDUCTIONS TO FEES AND CHARGES...32 PURCHASING YOUR ANNUITY...33 WHAT ARE OUR REQUIREMENTS FOR PURCHASING ONE OF THE ANNUITIES?...33 MANAGING YOUR ANNUITY...36 MAY I CHANGE THE OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS?...36 MAY I RETURN MY ANNUITY IF I CHANGE MY MIND?...37 MAY I MAKE ADDITIONAL PURCHASE PAYMENTS?...37 MAY I MAKE SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT?...37 MAY I MAKE PURCHASE PAYMENTS THROUGH A SALARY REDUCTION PROGRAM?...38 MANAGING YOUR ACCOUNT VALUE...39 HOW AND WHEN ARE PURCHASE PAYMENTS INVESTED?...39 HOW DO I RECEIVE A LOYALTY CREDIT UNDER THE OPTIMUM AND OPTIMUM FOUR ANNUITIES?...39 HOW ARE LOYALTY CREDITS APPLIED TO MY ACCOUNT VALUE UNDER THE OPTIMUM AND OPTIMUM FOUR ANNUITIES?...39 HOW DO I RECEIVE CREDITS UNDER THE OPTIMUM PLUS ANNUITY?...40 HOW ARE CREDITS APPLIED TO ACCOUNT VALUE UNDER THE OPTIMUM PLUS ANNUITY?...40 ARE THERE RESTRICTIONS OR CHARGES ON TRANSFERS BETWEEN INVESTMENT OPTIONS?...41 DO YOU OFFER DOLLAR COST AVERAGING?...42 DO YOU OFFER ANY AUTOMATIC REBALANCING PROGRAMS?...43 ARE ANY ASSET ALLOCATION PROGRAMS AVAILABLE?...43 WHAT IS THE BALANCED INVESTMENT PROGRAM?...44 MAY I GIVE MY FINANCIAL PROFESSIONAL PERMISSION TO FORWARD TRANSACTION INSTRUCTIONS?...44 MAY I AUTHORIZE MY THIRD PARTY INVESTMENT ADVISOR TO MANAGE MY ACCOUNT?...44 HOW DO THE FIXED ALLOCATIONS WORK?...45 HOW DO YOU DETERMINE RATES FOR FIXED ALLOCATIONS?...45 HOW DOES THE MARKET VALUE ADJUSTMENT WORK?...46 WHAT HAPPENS WHEN MY GUARANTEE PERIOD MATURES?...47 ACCESS TO ACCOUNT VALUE...48 WHAT TYPES OF DISTRIBUTIONS ARE AVAILABLE TO ME?...48 ARE THERE TAX IMPLICATIONS FOR DISTRIBUTIONS FROM NONQUALIFIED ANNUITIES?...48 CAN I WITHDRAW A PORTION OF MY ANNUITY?...48 (i)

HOW MUCH CAN I WITHDRAW AS A FREE WITHDRAWAL?...49 CAN I MAKE PERIODIC WITHDRAWALS FROM MY ANNUITY DURING THE ACCUMULATION PERIOD?...49 DO YOU OFFER A PROGRAM FOR WITHDRAWALS UNDER SECTIONS 72(t) AND 72(q) OF THE INTERNAL REVENUE CODE?...50 WHAT ARE REQUIRED MINIMUM DISTRIBUTIONS AND WHEN WOULD I NEED TO MAKE THEM?...50 CAN I SURRENDER MY ANNUITY FOR ITS VALUE?...50 WHAT IS A MEDICALLY-RELATED SURRENDER AND HOW DO I QUALIFY?...51 WHAT TYPES OF ANNUITY OPTIONS ARE AVAILABLE?...51 HOW AND WHEN DO I CHOOSE THE ANNUITY PAYMENT OPTION?...52 HOW ARE ANNUITY PAYMENTS CALCULATED?...53 LIVING BENEFITS...54 DO YOU OFFER BENEFITS DESIGNED TO PROVIDE INVESTMENT PROTECTION FOR OWNERS WHILE THEY ARE ALIVE?...54 GUARANTEED RETURN OPTION PLUS II (GRO Plus II)...56 HIGHEST DAILY GUARANTEED RETURN OPTION II (HD GRO II)...60 GUARANTEED RETURN OPTION Plus (GRO Plus)...64 GUARANTEED RETURN OPTION (GRO)...68 GUARANTEED RETURN OPTION Plus 2008 (GRO Plus 2008)...71 HIGHEST DAILY GUARANTEED RETURN OPTION SM (HD GRO SM )...76 GUARANTEED MINIMUM WITHDRAWAL BENEFIT (GMWB)...82 GUARANTEED MINIMUM INCOME BENEFIT (GMIB)...85 LIFETIME FIVE INCOME BENEFIT (LIFETIME FIVE)...89 SPOUSAL LIFETIME FIVE INCOME BENEFIT (SPOUSAL LIFETIME FIVE)...94 HIGHEST DAILY LIFETIME FIVE INCOME BENEFIT (HD5)...98 HIGHEST DAILY LIFETIME SEVEN INCOME BENEFIT (HD7)...106 SPOUSAL HIGHEST DAILY LIFETIME SEVEN INCOME BENEFIT (SHD7)...118 HIGHEST DAILY LIFETIME 7 PLUS INCOME BENEFIT (HD 7 Plus)...127 SPOUSAL HIGHEST DAILY LIFETIME 7 PLUS INCOME BENEFIT (SHD7 Plus)...141 HIGHEST DAILY LIFETIME 6 PLUS INCOME BENEFIT (HD 6 Plus)...150 SPOUSAL HIGHEST DAILY LIFETIME 6 PLUS INCOME BENEFIT (SHD6 Plus)...163 DEATH BENEFIT...172 WHAT TRIGGERS THE PAYMENT OF A DEATH BENEFIT?...172 BASIC DEATH BENEFIT...172 OPTIONAL DEATH BENEFITS...172 PRUDENTIAL ANNUITIES ANNUITY REWARDS...177 PAYMENT OF DEATH BENEFITS...177 EXCEPTIONS TO AMOUNT OF DEATH BENEFIT...180 VALUING YOUR INVESTMENT...181 HOW IS MY ACCOUNT VALUE DETERMINED?...181 WHAT IS THE SURRENDER VALUE OF MY ANNUITY?...181 HOW AND WHEN DO YOU VALUE THE SUB-ACCOUNTS?...181 HOW DO YOU VALUE FIXED ALLOCATIONS?...181 WHEN DO YOU PROCESS AND VALUE TRANSACTIONS?...181 WHAT HAPPENS TO MY UNITS WHEN THERE IS A CHANGE IN DAILY ASSET-BASED CHARGES?...183 TAX CONSIDERATIONS...184 (ii)

NONQUALIFIED ANNUITIES...184 QUALIFIED ANNUITIES...187 GENERAL INFORMATION...193 HOW WILL I RECEIVE STATEMENTS AND REPORTS?...193 WHO IS PRUDENTIAL ANNUITIES?...193 WHAT ARE SEPARATE ACCOUNTS?...194 WHAT IS THE LEGAL STRUCTURE OF THE UNDERLYING FUNDS?...195 WHO DISTRIBUTES ANNUITIES OFFERED BY PRUDENTIAL ANNUITIES?...197 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...198 FINANCIAL STATEMENTS...198 HOW TO CONTACT US...198 INDEMNIFICATION...199 LEGAL PROCEEDINGS...199 CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION...201 APPENDIX A CONDENSED FINANCIAL INFORMATION ABOUT SEPARATE ACCOUNT B ACCUMULATION UNIT VALUES.......A-1 APPENDIX B CALCULATION OF OPTIONAL DEATH BENEFITS... B-1 APPENDIX C ADDITIONAL INFORMATION ON ASSET ALLOCATION PROGRAMS... C-1 APPENDIX D FORMULA UNDER HIGHEST DAILY LIFETIME FIVE INCOME BENEFIT... D-1 APPENDIX E ANNUITIES APPROVED FOR SALE BY THE NEW YORK STATE INSURANCE DEPARTMENT... E-1 APPENDIX F FORMULA UNDER GRO PLUS 2008... F-1 APPENDIX G FORMULA UNDER HIGHEST DAILY LIFETIME SEVEN INCOME BENEFIT AND SPOUSAL HIGHEST DAILY LIFETIME SEVEN INCOME BENEFIT...G-1 APPENDIX H FORMULA FOR HIGHEST DAILY LIFETIME 7 PLUS INCOME BENEFIT AND SPOUSAL HIGHEST DAILY LIFETIME PLUS INCOME BENEFIT...H-1 APPENDIX I SPECIAL CONTRACT PROVISIONS FOR ANNUITIES ISSUED IN CERTAIN STATES...I-1 APPENDIX J FORMULA UNDER THE GUARANTEED RETURN OPTION PLUS BENEFIT...J-1 APPENDIX K FORMULA UNDER THE GUARANTEED RETURN OPTION BENEFIT... K-1 APPENDIX L FORMULA FOR HIGHEST DAILY LIFETIME 6 PLUS INCOME BENEFIT AND SPOUSAL HIGHEST DAILY LIFETIME 6 PLUS INCOME BENEFIT... L-1 APPENDIX M FORMULA FOR GRO PLUS II...M-1 APPENDIX N FORMULA FOR HIGHEST DAILY GRO... N-1 APPENDIX O FORMULA FOR HIGHEST DAILY GRO II...O-1 (iii)

GLOSSARY OF TERMS Many terms used within this Prospectus are described within the text where they appear. The description of those terms are not repeated in this Glossary of Terms. Account Value: The value of each allocation to a Sub-account (also referred to as a variable investment option ) plus any Fixed Allocation prior to the Annuity Date, increased by any earnings, and/or less any losses, distributions and charges. The Account Value is calculated before we assess any applicable Contingent Deferred Sales Charge ( CDSC or surrender charge ) and/or, unless the Account Value is being calculated on an annuity anniversary, any fee that is deducted from the Annuity annually in arrears. The Account Value is determined separately for each Sub-account and for each Fixed Allocation, and then totaled to determine the Account Value for your entire Annuity. The Account Value of each MVA Fixed Allocation on any day other than its Maturity Date may be calculated using a market value adjustment. With respect to Optimum Plus, the Account Value includes any Credits we applied to your purchase payments that we are entitled to take back under certain circumstances. With respect to Optimum and Optimum Four, the Account Value includes any Loyalty Credit we apply. With respect to Annuities with a Highest Daily Lifetime Five Income Benefit election, Account Value includes the value of any allocation to the Benefit Fixed Rate Account. Adjusted Purchase Payments: As used in the discussion of certain optional benefits in this prospectus and elsewhere, Adjusted Purchase Payments are purchase payments, increased by any Credits applied to your Account Value in relation to such purchase payments, and decreased by any charges deducted from such purchase payments. Annual Income Amount: This is the annual amount of income you are eligible for life under the optional benefits. 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 and (b) the fifth anniversary of the Issue Date, whichever occurs first. Annuity Year: A 12-month period commencing on the Issue Date of the Annuity and each successive 12-month period thereafter. Beneficiary Annuity: You may purchase an Annuity if you are a beneficiary of an annuity that was owned by a decedent, subject to the requirements discussed in this Prospectus. You may transfer the proceeds of the decedent s annuity into one of the Annuities described in this prospectus and continue receiving the distributions that are required by the tax laws. This transfer option in only available for purchase of an IRA, Roth IRA, or a nonqualified annuity. Benefit Fixed Rate Account: A fixed investment option offered as part of this Annuity that is used only if you have elected the optional Highest Daily Lifetime Five Benefit. Amounts allocated to the Benefit Fixed Rate Account earn a fixed rate of interest, and are held within our general account. You may not allocate Purchase Payments to the Benefit Fixed Rate Account. Rather, Account Value is transferred to the Benefit Fixed Rate Account only under the 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. Contingent Deferred Sales Charge (CDSC): This is a sales charge that may be deducted when you make a full or partial withdrawal under your Annuity. We refer to this as a contingent charge because it can be imposed only if you make a withdrawal. The charge is a percentage of each applicable Purchase Payment that is being withdrawn. The period during which a particular percentage applies is measured from the Issue Date of the Annuity. The amount and duration of the CDSC varies among the Optimum, Optimum Four and Optimum Plus. See Summary of Contract Fees and Charges for details on the CDSC for each Annuity. Enhanced Beneficiary Protection Death Benefit: An optional Death Benefit that, for an additional cost, provides an enhanced level of protection for your beneficiary(ies) by providing amounts in addition to the basic Death Benefit that can be used to offset federal and state taxes payable on any taxable gains in your Annuity at the time of your death. We no longer offer the Enhanced Beneficiary Protection Death Benefit. Excess Income: All or a portion of a Lifetime Withdrawal that exceeds the Annual Income Amount for that benefit year is considered excess income ( Excess Income ). Each withdrawal of Excess Income proportionally reduces the Annual Income Amount for future benefit years. 1

Fixed Allocation: An investment option that offers a fixed rate of interest for a specified Guarantee Period during the accumulation period. Certain Fixed Allocations are subject to a market value adjustment if you withdraw Account Value prior to the Fixed Allocation s maturity (MVA Fixed Allocation). Free Look: Under state insurance laws, you have the right, during a limited period of time, to examine your Annuity and decide if you want to keep it or cancel it. This right is referred to as your free look right. The length of this time period depends on the law of your state, and may vary depending on whether your purchase is a replacement or not. Check your Annuity for more details about your free look right. 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) /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. We no longer offer HAV. Highest Daily Lifetime Five Income Benefit: An optional benefit that, for an additional cost, guarantees your ability to withdraw an annual amount equal to a percentage of a guaranteed benefit base called the Total Protected Withdrawal Value. Subject to our rules regarding the timing and amount of withdrawals, we guarantee these withdrawal amounts, regardless of the impact of market performance on your Account Value. We no longer offer Highest Daily Lifetime Five. Highest Daily Lifetime Seven Income Benefit: An optional benefit for an additional charge, that guarantees your ability to withdraw amounts equal to a percentage of a guaranteed benefit base called the Protected Withdrawal Value. Subject to our rules regarding the timing and amount of withdrawals, we guarantee these withdrawal amounts, regardless of the impact of market performance on your Account Value. Highest Daily Lifetime Seven is the same class of optional benefits as our Highest Daily Lifetime Five Income Benefit, but differs (among other things) with respect to how the Protected Withdrawal Value is calculated and how the lifetime withdrawals are calculated. We no longer offer Highest Daily Lifetime Seven. Highest Daily Lifetime 7 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 the impact of market performance on your Account Value. Highest Daily Lifetime 7 Plus is the same class of optional benefits as our Highest Daily Lifetime Seven Income Benefit, but differs (among other things) with respect to how the Protected Withdrawal Value is calculated and how the lifetime withdrawals are calculated. We no longer offer Highest Daily Lifetime 7 Plus. Highest Daily Value Death Benefit ( HDV ): An optional benefit that, for an additional cost, provides an enhanced level of protection for your beneficiary(ies) by providing a death benefit equal to the greater of the basic Death Benefit and the Highest Daily Value, less proportional withdrawals. We no longer offer HDV. 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 the impact of market performance on your Account Value. Highest Daily Lifetime 6 Plus is the same class of optional benefit as 2

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. We no longer offer Highest Daily Lifetime 6 Plus. Interim Value: The value of the MVA Fixed Allocation 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 Income Benefit: An optional benefit that, for an additional cost, guarantees your ability to withdraw an annual amount equal to a percentage of an initial principal value called the Protected Withdrawal Value. Subject to our rules regarding the timing and amount of withdrawals, we guarantee these withdrawal amounts, regardless of the impact of market performance on your Account Value. We no longer offer Lifetime Five. MVA: A market value adjustment used in the determination of Account Value of an 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 Highest Daily Lifetime Seven Income Benefit: An optional benefit that, for an additional charge, guarantees your ability to withdraw amounts equal to a percentage of a guaranteed benefit base called the Protected Withdrawal Value. Subject to our rules regarding the timing and amount of withdrawals, we guarantee these withdrawal amounts, regardless of the impact of market performance on your Account Value. The benefit is the spousal version of the Highest Daily Lifetime Seven Income Benefit and is the same class of optional benefits as our Spousal Highest Daily Lifetime Five Income Benefit, but differs (among other things) with respect to how the Protected Withdrawal Value is calculated and to how the lifetime withdrawals are calculated. We no longer offer Spousal Highest Daily Lifetime Seven. Spousal Highest Daily Lifetime 7 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 7 Plus Income Benefit and is the same class of optional benefits as our Spousal Highest Daily Lifetime Seven Income Benefit, but differs (among other things) with respect to how the Protected Withdrawal Value is calculated and how the lifetime withdrawals are calculated. We no longer offer Spousal Highest Daily 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. We no longer offer Spousal Highest Daily Lifetime 6 Plus. Spousal Lifetime Five 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. 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. 3