PLFE Presidential Life Corp. (MM)

2006 STOCK INCENTIVE PLAN

(Full title of the plan)

Copies to:

Gabriel Saltarelli, Esq.

Sidley Austin LLP

787 7 ^th Avenue

New York, New York 10019

(212) 839-5918

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

TERMINATION OF REGISTRATION

This Post-Effective Amendment No. 1 (this “ Amendment ”) to the Registration Statement on Form S-8 (File No. 333-135066) (the “ Registration Statement ”), originally filed on June 16, 2006 to register a total of 1,000,000 shares of the common stock (“ Common Stock ”) of Presidential Life Corporation (the “ Company ”), pursuant to the Presidential Life Corporation 2006 Stock Incentive Plan (the “ Plan ”), is being filed to remove from registration any and all shares of Common Stock registered under the Registration Statement that have not been, and will not be, issued or sold pursuant to the Registration Statement.

On December 28, 2012, pursuant to the Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of July 12, 2012, as amended from time to time, among Athene Annuity & Life Assurance Company (“ Athene ”), Eagle Acquisition Corp., a wholly owned subsidiary of Athene (“ Merger Sub ”), and the Company, Merger Sub merged with and into the Company (the “ Merger ”), with the Company surviving as a wholly owned subsidiary of Athene. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of the Company’s common stock was converted into the right to receive $14.00 in cash. The Merger became effective upon the filing of a Certificate of Merger with the Secretary of State of the State of Delaware on December 28, 2012. Accordingly, pursuant to the undertaking set forth in Part II, Item 9 of the Registration Statement to remove from registration by means of a post-effective amendment any of the securities that remain unsold at the termination of the offering, the Company hereby amends the Registration Statement by deregistering all Shares that were registered but unsold under the Registration Statement.