CERTIFICATE OF AMENDMENT

STOCK CORPORATION

Office of the Secretary of the State

30 Trinity Street / P.O. Box 150470 / Hartford, CT 06115-0470 /Rev. 07/01/2003

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1. NAME OF CORPORATION
American Skandia Life Assurance Corporation
2. THE CERTIFICATE OF INCORPORATION IS (check A, B or C)
x	A. AMENDED
¨	B. RESTATED
¨	C. AMENDED AND RESTATED
The restated certificate consolidates all amendments into a single document.
3. TEXT OF EACH AMENDMENT / RESTATEMENT
The name of the corporation has been changed from American Skandia Life Assurance Corporation to Prudential Annuities Life Assurance Corporation effective as of January 1, 2008.
(Please reference an 8 1/2 X11 attachment if additional space is needed)

EXHIBITS INCLUDED HEREWITH - CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION; AMENDED AND RESTATED BY-LAWS

4. VOTE INFORMATION (check A, B or C)
¨   A.	The amendment was approved by shareholders in the manner required by sections 33-600 to 33-998 of the Connecticut General Statutes, and by the Certificate of Incorporation.
¨   B.	The amendment was approved by the incorporators. No shareholder approval was required.
x   C.	The amendment was approved by the board of directors. No shareholder approval was required.
5. EXECUTION
Dated this 25 day of May , 2007.
Kathleen M. Gibson		Assistant Secretary
Print or type name of signatory		Capacity of signatory	Signature