Active Life Certificate

EX-99.4(B) 5 dex994b.htm ACTIVE LIFE CERTIFICATE Active Life Certificate

Exhibit 4(b)

ACTIVE LIFE CERTIFICATE

Issued by

PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY

a wholly owned subsidiary of The Prudential Insurance Company of America, Inc.

280 Trumbull Street, Hartford, Connecticut 06103

Prudential Retirement Insurance and Annuity Company (“PRIAC”) is issuing this certificate (the “Annuity”) under a group annuity contract. The group annuity contract holder and group annuity contract number are shown below.

PLEASE READ THIS CERTIFICATE CAREFULLY. It is a legal contract between you and PRIAC. This Annuity is issued subject to its provisions and in consideration of any Purchase Payments you make and we accept.

We offer this Annuity exclusively to individuals exercising a contractual conversion privilege under a PRIAC group annuity funding an employment based retirement plan, who purchase this Annuity in connection with a direct rollover of assets to a custodial account established as an individual retirement account (“IRA”). This Annuity is issued to the custodian of the IRA, although a certificate may also be furnished to the individual for whose benefit the IRA is established.

Group Annuity Contract: GA-1234

Contract Holder: Wells Fargo Bank, N.A. Trustee for the PRIAC Trust

During the Accumulation Phase, Sub-account transfers, payments and values are based on the Sub-Account’s investment performance and therefore are not guaranteed. Guaranteed withdrawal benefits and payments during the Annuity Phase are supported by PRIAC’s general account.

FREE LOOK

You may return this Annuity to our office for a refund within ten days after you receive it, or longer if required by applicable law or regulation. It can be mailed or delivered to us at the address shown in Section 12.11. The amount of the refund will be the amount required to be returned in accordance with applicable law.

The benefits of the policy providing your coverage are governed primarily by the law of a state other than Florida.

GROUP FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY

NON-PARTICIPATING

PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY

Facsimile Signature

President

generic-filed version

TABLE OF CONTENTS


		Page
SECTION 1.	DEFINITIONS	1

SECTION 2.	PURCHASE PAYMENTS	7

SECTION 3.	TRANSFERS	7

SECTION 4.	OPERATION OF THE SEPARATE ACCOUNT	8

SECTION 5.	WITHDRAWALS	9

SECTION 6.	GUARANTEED WITHDRAWALS	9

SECTION 7.	ADJUSTMENTS TO THE ANNUAL GUARANTEED WITHDRAWAL AMOUNT	10

SECTION 8.	SPOUSAL BENEFIT	12

SECTION 9.	DEATH BENEFIT	13

SECTION 10.	FEES	13

SECTION 11.	ANNUITY OPTION	14

SECTION 12.	MISCELLANEOUS	15

APPENDIX A	SEPARATE ACCOUNTS:

PRIAC VARIABLE CONTRACT ACCOUNT A		A-1

SECTION 1. DEFINITIONS

For purposes of this Annuity, the following definitions shall apply:

1.1

Account Value. The value of each allocation to a Sub-account, prior to the Annuity Date, plus any earnings and/or less any losses, distributions, and charges thereon. Account Value is determined separately for each Sub-account, and then totaled to determine Account Value for the entire Annuity.

1.2

Accumulation Phase. The period that begins with the Issue Date and ends on the Annuity Date, or earlier if the Annuity ends through a full Withdrawal or payment of a death benefit.

1.3

Annual Guaranteed Withdrawal Amount. The annual amount we guarantee will be available to you as a Guaranteed Withdrawal. If you purchase this Annuity before the Retirement Plan Lock-In Date, then the Annual Guaranteed Withdrawal Amount is available on and after the Guaranteed Withdrawal Lock-In Date. This amount is equal to the product of the Guaranteed Withdrawal Percentage and the Protected Income Base on the Guaranteed Withdrawal Lock-In Date.

If the Guaranteed Withdrawal Lock-In Date is not the same date as the Participant’s Birthday, your Annual Guaranteed Withdrawal Amount available for the period from the Guaranteed Withdrawal Lock-In Date to the Participant’s next Birthday will be prorated by the ratio of:

(i) the number of days in the Birthday Year until the Participant’s next Birthday, and

(ii) 365 days.

If you purchase this Annuity on or after the Retirement Plan Lock-In Date, and your initial Purchase Payment represents 100% of your assets invested in Eligible Investments, then your Annual Guaranteed Withdrawal Amount equals your Retirement Plan Annual Guaranteed Withdrawal Amount. If you purchase this Annuity with less than 100% of your assets invested in Eligible Investments, then your Annual Guaranteed Withdrawal Amount will be reduced proportionately.

Your Annual Guaranteed Withdrawal Amount may be increased or decreased as provided in Section 7 of this Annuity.

Your Annual Guaranteed Withdrawal Amount will not be greater than $250,000 or less than $800.

If the entire Annual Guaranteed Withdrawal Amount is not taken as a Withdrawal in any Birthday Year, the portion of the Annual Guaranteed Withdrawal Amount not taken as a Withdrawal will expire. Guaranteed Withdrawals not taken in a Birthday Year will not increase the Annual Guaranteed Withdrawal Amount for any subsequent Birthday Year.

1.4.

Annuity Date. The date we apply the Account Value, less any applicable tax charges, to the applicable annuity option and begin the Annuity Phase.

1.5.

Annuity Phase. The period beginning on the Annuity Date during which annuity payments are due.

1.6.

Annuity Years. Continuous 12-month periods commencing on the Issue Date and each anniversary of the Issue Date.

1.7.

Beneficiary(ies): The person(s) designated as the recipient of any death benefit under the IRA this Annuity funds.

1.8.

Birthday. The anniversary of the Participant’s birth date, or, if such date is not a Valuation Date, the Valuation Date immediately preceding such date.

1.9.

Birthday Year. A “Birthday Year” begins on the Participant’s Birthday and ends on the day preceding the Participant’s next Birthday.

1.10.

Contract. The Group Annuity Contract shown on the cover page.

1.11.

Eligible Investment. One of the investments offered under a Retirement Plan when used to receive the guarantees of the Retirement Plan Withdrawal Benefit.

1.12.

Eligible Spouse. A Spouse eligible to receive a Spousal Benefit.

1.13.

Excess Withdrawal. The total amount of Withdrawals in any Birthday Year in excess of the Annual Guaranteed Withdrawal Amount for that Birthday Year. Certain Withdrawals in connection with a Required Minimum Distribution (RMD) as described in Section 12.1 of this Annuity are not considered nor do they count as Excess Withdrawals.

The amount of any Purchase Payments during any Birthday Year will not reduce prior Excess Withdrawals in that Birthday Year.

1.14.

Good Order. Good Order is the standard that we apply when we determine whether an instruction is satisfactory. An instruction will be considered in Good Order if it is received (and where applicable, processed) at the address set forth in Section 12.11:

in a form that is satisfactory to us such that it is sufficiently complete and clear that we do not need to exercise any discretion to follow such instruction and complies with all relevant laws and regulations;

on specific forms, or by other means we then permit (such as via telephone or electronic transmission); and

with any signatures and dates as we may require. We will notify you if an instruction is not in Good Order.

1.15.

Guaranteed Withdrawal. Any amount(s) taken as a Withdrawal after the Guaranteed Withdrawal Lock-In Date (or Issue Date, if this Annuity is purchased after the Retirement Plan Lock-In Date) in any Birthday Year that does not exceed the Annual Guaranteed Withdrawal Amount.

1.16.

Guaranteed Withdrawal Percentage. The percentage of your Protected Income Base that you may take as a Guaranteed Withdrawal each Year is:

4%, if the Guaranteed Withdrawal Lock-In Date is prior to your 65^th Birthday;

5%, if the Guaranteed Withdrawal Lock-In Date is on or after your 65^th Birthday.

If you are a Participant and you elect the Spousal Benefit under Section 8.3, then we will use the age of the younger of you and your Spouse on the Guaranteed Withdrawal Lock-In Date to determine the Guaranteed Withdrawal Percentage.

If you purchase this Annuity after the Retirement Plan Lock-In Date, then the Guaranteed Withdrawal Percentage, for purposes of adjustments to the Annual Guaranteed Withdrawal Amount, shall equal the Retirement Plan Guaranteed Withdrawal Percentage.

1.17.

Guaranteed Withdrawal Lock-In Date. The date you elect to establish the Annual Guaranteed Withdrawal Amount.

The Guaranteed Withdrawal Lock-In Date may not be earlier than the date you attain age 55.

If you are a Participant, then your Spouse is not eligible to receive the Spousal Benefit under Section 8.3 unless both you and your Spouse have attained age 55 on the Guaranteed Withdrawal Lock-In Date.

The election of a Guaranteed Withdrawal Lock-In Date cannot be revoked.

1.18.

Guarantee Fee. The fee we charge for our minimum withdrawal guarantees under this Annuity as set forth in Section 10.6.

1.19.

Highest Birthday Value. If you purchase this Annuity before the Retirement Plan Lock-In Date, and your initial Purchase Payment represents 100% of your assets invested in Eligible Investments, then your Highest Birthday Value equals the Retirement Plan Highest Birthday Value on the date the transaction is executed. If you purchase this Annuity with less than 100% of your assets invested in Eligible Investments, then your Highest Birthday Value will be reduced proportionately. Thereafter, your Highest Birthday Value will increase to equal the highest Account Value as of each of the Participant’s Birthdays from the Issue Date until the earlier of:

the date the Participant attains age 70, or, if the Spousal Benefit under Section 8.2 applies, the date the Participant would have attained age 70; or

the Valuation Date immediately prior to the Guaranteed Withdrawal Lock-In Date.

The amount of each Purchase Payment during a Birthday Year will increase each Highest Birthday Value attained before that Purchase Payment.

Each Withdrawal before the Guaranteed Withdrawal Lock-In Date will reduce the Highest Birthday Value by the percentage equivalent of the ratio of (i) the Withdrawal and (ii) the Account Value on the Valuation Date of the Withdrawal, unreduced by the Withdrawal amount.

If a Withdrawal occurs within ninety (90) days after a Purchase Payment, the preceding paragraph will not apply. Instead, the Highest Birthday Value will be decreased by the greater of:

the amount described in the preceding paragraph; or

the amount of the Withdrawal.

1.20.

Issue Date. The effective date of this Annuity.

1.21.

Participant. A participant in a Retirement Plan who has or had a Retirement Plan Withdrawal Benefit that is transferred to this Annuity pursuant to a contractual conversion privilege. Participant does not include a spouse eligible for a Retirement Plan Spousal Benefit.

1.22.

Protected Income Base. If you purchase this Annuity before the Retirement Plan Lock-In Date, then your Protected Income Base equals the greatest of the:

Account Value,

Roll-Up Value, or

Highest Birthday Value,

on the Valuation Date immediately before your Guaranteed Withdrawal Lock-In Date. The Protected Income Base will not be greater than $5,000,000.

1.23.

Purchase Payment. A cash consideration in currency of the United States of America given to us in exchange for the rights, privileges and benefits outlined in this Annuity.

1.24.

Retirement Plan. An employment based retirement plan funded with a PRIAC group annuity that provides a contractual conversion privilege allowing the transfer of certain guaranteed withdrawal benefits to this Annuity.

1.25.

Retirement Plan Annual Guaranteed Withdrawal Amount. Your Annual Guaranteed Withdrawal Amount as determined under the Retirement Plan Withdrawal Benefit.

1.26.

Retirement Plan Guaranteed Withdrawal Percentage. Your Guaranteed Withdrawal Percentage as determined under the Retirement Plan Withdrawal Benefit.

1.27.

Retirement Plan Highest Birthday Value. Your Highest Birthday Value as determined under the Retirement Plan Withdrawal Benefit.

1.28.

Retirement Plan Lock-In Date. Your Guaranteed Withdrawal Lock-In Date as determined under the Retirement Plan Withdrawal Benefit.

1.29.

Retirement Plan Roll-Up Value. Your Roll-Up Value as determined under the Retirement Plan Withdrawal Benefit.

1.30.

Retirement Plan Spousal Benefit. Your Spousal Benefit as determined under the Retirement Plan Withdrawal Benefit.

1.31.

Retirement Plan Withdrawal Benefit. The guaranteed minimum withdrawal benefit feature of a PRIAC group annuity as offered through a Retirement Plan.

1.32.

Roll-Up Value. If you purchase this Annuity before the Retirement Plan Lock-In Date, and your initial Purchase Payment represents 100% of your assets invested in Eligible Investments, then your initial Roll-Up Value equals the Retirement Plan Roll-Up Value on the date the transaction is executed. If you purchase this Annuity with less than 100% of your assets invested in Eligible Investments, then your initial Roll-Up Value will be reduced proportionately. Thereafter, your Roll-Up Value equals the sum of (1) your initial Roll-Up Value compounded with an annual effective rate at 5% from the Issue Date, and (2) the sum of all subsequent Purchase Payments compounded with an annual effective rate at 5% from the date of the Purchase Payment until the earlier of:

the date the Participant attains age 70, or, if the Spousal Benefit under Section 8.2 applies, the date the Participant would have attained age 70; or

the Valuation Date immediately prior to the Guaranteed Withdrawal Lock-In Date.

The Roll-Up Value is increased by the amount of any Purchase Payments made after the Participant’s 70^th Birthday. If the Spousal Benefit under Section 8.2 applies, then the amount of any Purchase Payments made after the date the Participant would have attained age 70 will also increase the Roll-Up Value.

Each Withdrawal before the Guaranteed Withdrawal Lock-In Date will reduce the Roll-Up Value by the percentage equivalent of the ratio of (i) the amount of the Withdrawal and (ii) the Account Value on the Valuation Date of the Withdrawal unreduced by the Withdrawal amount.

If the Withdrawal occurs within ninety (90) days after a Purchase Payment, the preceding paragraph will not apply. Instead, the Roll-Up Value will be decreased by the greatest of:

the amount described in the preceding paragraph; or

the amount of the Withdrawal.

1.33.

Separate Account. The insurance company variable separate account shown in Appendix A. We hold Purchase Payments allocated to the Sub-accounts in the Separate Account. The Separate Account is set apart from all the general assets of PRIAC.

1.34.

Spouse. The person to whom the Participant is legally married on the Guaranteed Withdrawal Lock-In Date (or the Retirement Plan Lock-In Date, if the Retirement Plan

Spousal Benefit is in force when you purchase this Annuity). If the Participant dies before the Guaranteed Withdrawal Lock-In Date or the Retirement Plan Lock-In Date, then the Spouse on the date of the Participant’s death.

1.35.

Spousal Benefit. An optional benefit described in Section 8 of this Annuity.

1.36.

Step-Up Amount. The excess, if any, of (a) over (b), determined annually as of the Valuation Date immediately preceding the Participant’s Birthday, where:

is the product of (i) the Account Value and (ii) the Guaranteed Withdrawal Percentage; and

is the Annual Guaranteed Withdrawal Amount.

1.37.

Sub-account. A division of the Separate Account that invests in an underlying mutual fund or portfolio. Available Sub-accounts are shown on Appendix A.

1.38.

Valuation Date. A day on which the New York Stock Exchange is open for business. The Valuation Date generally closes at 4:00 p.m. Eastern time. We base all transactions processed on a Valuation Date as of the close that Valuation Date.

1.39.

you, your. An eligible person named as having ownership rights in an Annuity issued as a certificate evidencing an interest in the Contract. Unless otherwise specified herein, you and your include (1) a Spouse who is eligible for the Spousal Benefit described in Section 8.2, and (2) a Spouse who was eligible to withdraw a Retirement Plan Annual Guaranteed Withdrawal Amount under a Retirement Plan Spousal Benefit before the Issue Date.

1.40.

Withdrawal. Any amount you withdraw from Account Value pursuant to Sections 5.

1.41.

we, us, our. Prudential Retirement Insurance and Annuity Company (PRIAC).

SECTION 2 PURCHASE PAYMENTS

2.1.

Initial Purchase Payment. Our issuance of the Annuity represents our acceptance of the initial Purchase Payment.

2.2.

Additional Purchase Payments. You may make additional Purchase Payments at any time, subject to the following limitations:

•

Minimum additional Purchase Payment is $250. We reserve the right to reduce this minimum.

•

The maximum aggregate amount of Purchase Payments you may make to the Annuity is $2,000,000. Our approval is required for purchase payments that exceed $1,000,000 in an Annuity Year. We reserve the right to increase these maximums.

•

We may limit or reject any subsequent Purchase Payment(s) for ninety (90) days after the date of a Withdrawal if we determine that as a result of the timing and amounts of your subsequent Purchase Payments and Withdrawals, the Protected Income Base or Annual Guaranteed Withdrawal Amount is being increased in an unintended fashion. Among the factors we will use in making a determination as to whether an action is designed to increase these guarantees in an unintended fashion is the relative size of subsequent Purchase Payment(s). We will impose such limits for all annuity purchasers in the same class in a non-discriminatory manner.

Unless you otherwise instruct us, we will allocate any additional Purchase Payments among the allocation options according to your most recent allocation instructions.

2.3.

Purchase Payment Restriction. We reserve the right to cease accepting subsequent Purchase Payments at any time for new business purposes. We will exercise such reservation of right for all annuity purchases in the same class in a non-discriminatory manner. We will not accept any Purchase Payments once the Account Value decreases to $0.00.

SECTION 3 TRANSFERS

3.1.

Transfers. We offer several Sub-accounts as investment options. You may transfer your Account Value between such options, subject to our allocation and transfer rules. We must receive your transfer request in Good Order. Transfers may be subject to a transfer fee.

3.2.

Transfer Restrictions. We reserve the right to limit the number of transfers in any Annuity Year for all existing or new annuities. In addition, in light of the risks that frequent transfers impose upon the owners of the annuities and other investors in the Separate Account, and underlying mutual fund portfolios that serve as funding vehicles

for the Sub-accounts, we reserve the right to limit transfer activity and impose other requirements or charges to minimize these risks, including but not limited to:

requiring a minimum time period between each transfer,

limiting the number of transfers in any Annuity Year, or

refusing any transfer request for one or more annuity owner.

SECTION 4 OPERATION OF THE SEPARATE ACCOUNT

4.1

General. The assets supporting our obligations under the Annuity may be held in various accounts, depending on the obligation being supported. Assets supporting Annuity guarantees are held in our general account. Assets supporting obligations based on the Account Value invested in Sub-Accounts are held in a separate account established under the laws of the State of Connecticut.

4.2

Separate Account. We are the legal owner of assets in the Separate Account. Income, gains and losses, whether or not realized, from assets allocated to the Separate Account, are credited to or charged against the Separate Account in accordance with the terms of the annuities supported by such assets without regard to our other income, gains or losses or to the income, gains or losses in any other of our separate accounts. We will maintain assets in the Separate Account with a total market value at least equal to the reserve and other liabilities we must maintain in relation to the obligations supported by such assets. These assets may only be charged with liabilities that arise from such obligations. The Separate Account also holds assets of other contracts issued by us with values and benefits that vary according to the investment performance of the Separate Account.

The Separate Account is registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940 (the “1940 act”) as a unit investment trust, which is a type of investment company. This does not involve any supervision by the SEC of the investment policies, management or practices of the Separate Account.

Sub-accounts may invest in underlying mutual funds or portfolios. We reserve the right to change the investment policy of any or all Sub-accounts, add Sub-accounts, eliminate Sub-accounts, combine Sub-accounts, limit access to a Sub-account or to substitute underlying mutual funds or portfolios of underlying mutual funds, subject to any required regulatory approvals. Values and benefits based on deposits to the Sub-accounts will vary with the investment performance of the underlying mutual fund or fund portfolios, as applicable. We do not guarantee the investment results of any Sub-account.

We reserve the right to transfer assets of the Separate Accounts, which we determine to be associated with the class of contracts to which this certificate belongs, to another separate account. If this type of transfer is made, then the term “Separate Account” as used in this Annuity shall mean the separate account to which the assets were transferred.

The amount of our obligations in relation to allocations to the Sub-accounts is based on the investment performance of the Sub-accounts. However, the guarantees provided under the Annuity are our general corporate obligations.

SECTION 5 WITHDRAWALS

5.1.

General. We may require that you submit a request in Good Order for any withdrawal. We may also require that you send your Annuity to the address listed in Section 12.11 as part of any surrender request. We price any distribution on the date we receive all materials in Good Order.

5.2.

Withdrawals Not Required. Withdrawals are not required at any time, other than to comply with the terms of the Code.

5.3.

Frequency of Withdrawals. Withdrawals may be taken in any amount and frequency. We take Withdrawals proportionally from the Sub-accounts, unless you instruct us otherwise and the allocation is one we allow. However, we reserve the right to require each Withdrawal be at least $250.

5.4.

Withdrawals Resulting in Termination of Annuity. Except as provided in Section 6.2, if the Account Value equals zero because of Withdrawals, the Annuity shall terminate and shall have no further value or benefits.

5.5.

Order of Withdrawals. When a Withdrawal occurs, the amount withdrawn will be prorated among the amount allocated to each Eligible Investment. In addition, if an Eligible Investment has more than one Guarantee Fee when a Withdrawal occurs, the amount to be withdrawn from each Eligible Investment will be pro-rated among the amounts subject to each Guarantee Fee.

SECTION 6 GUARANTEED WITHDRAWALS

6.1.

Guaranteed Withdrawals. This Section describes the guaranteed minimum withdrawal feature of this Annuity.

•

Annuity Purchased Before Retirement Plan Lock-In Date. If this Annuity is purchased before the Retirement Plan Lock-In Date, then we guarantee that Guaranteed Withdrawals may be taken each Birthday Year starting at the Guaranteed Withdrawal Lock-In Date until your death, in an amount equal to the Annual Guaranteed Withdrawal Amount. If you are the Participant and elect the Spousal Benefit described in Section 8.3, then we guarantee that Guaranteed Withdrawals may be taken each Birthday Year after your death until the death of your Eligible Spouse, as described in Section 8 of this Annuity.

•

Annuity Purchased On or After Retirement Plan Lock-In Date. If this Annuity is purchased on or after the Retirement Plan Lock-In Date, then we

guarantee that Guaranteed Withdrawals may be taken each Birthday Year starting at the Issue Date until your death in an amount equal to the Annual Guaranteed Withdrawal Amount. The Annual Guaranteed Withdrawal Amount available between the Issue Date and the end of the current Birthday Year will be reduced by guaranteed withdrawals made in the Retirement Plan before the Issue Date during the same Birthday Year. If you are the Participant and elected the Retirement Plan Spousal Benefit before the Issue Date, then we guarantee that Guaranteed Withdrawals may be taken each Birthday Year after the Participant’s death until the death of the Eligible Spouse, subject to the conditions described in Section 8.3(a), (b) and (c) of this Annuity.

6.2.

Guaranteed Withdrawals When the Account Value Reaches Zero. We will make one or more payments each Birthday Year from our general account that in the aggregate with any Guaranteed Withdrawal taken during such Year will equal the Annual Guaranteed Withdrawal Amount, if:

the Account Value is $0.00; and

the Annual Guaranteed Withdrawal Amount is greater than $0.00 on or after the Guaranteed Withdrawal Lock-In Date.

We will make these payments from our general account. In the absence of alternate instructions, we will make payments quarterly. However, in the Birthday Year we first make payments from our general account, if the total amount of the payments expected to be made from our general account during that year is less than the Annual Guaranteed Withdrawal Amount, then we may make a single sum payment of the total amount.

SECTION 7 ADJUSTMENTS TO THE ANNUAL GUARANTEED WITHDRAWAL AMOUNT

7.1.

Annual Guaranteed Withdrawal Amount Increased by Purchase Payments. The Annual Guaranteed Withdrawal Amount will increase if a Purchase Payment is made after the Guaranteed Withdrawal Lock-In Date. The increase will equal the product of (i) the Guaranteed Withdrawal Percentage and (ii) the amount of the Purchase Payment.

These increases are subject to the following limitations:

In the initial Birthday Year that the Guaranteed Withdrawal Lock-In Date or the Retirement Plan Lock-In Date is elected, we will reduce the amount of such increase if the Purchase Payment is not allocated on the Participant’s Birthday. The increase will be prorated by the ratio of (i) the days in the Birthday Year until the Participant’s next Birthday and (ii) 365 days. This reduction in the initial Birthday Year will not reduce the Annual Guaranteed Withdrawal Amount in future Birthday Years.

The additional amount may be taken as a Guaranteed Withdrawal in the Birthday Year in which the Purchase Payment is made unless an Excess Withdrawal was taken before the

Purchase Payment. If so, the additional amount will be effective for Guaranteed Withdrawals starting the next Birthday Year.

7.2.

Annual Guaranteed Withdrawal Amount Increased by Step-Up Amount. On each Birthday after the Guaranteed Withdrawal Lock-In Date (or each Birthday after the Issue Date, if this Annuity is purchased after the Retirement Plan Lock-In Date), we may increase the Annual Guaranteed Withdrawal Amount by any Step-Up Amount. The additional amount may, but is not required to, be taken as a Guaranteed Withdrawal in the Birthday Year in which the increase to the Annual Guaranteed Withdrawal Amount occurs.

If there is no increase in the Guarantee Fee, the Annual Guaranteed Withdrawal Amount will increase automatically by the Step-Up amount.

The Guarantee Fee, as described in Section 10.6, may increase if there is an increase in the Annual Guaranteed Withdrawal Amount by the Step-Up Amount. Refer to Section 10.6 to determine the percentage that applies to calculate the Guarantee Fee.

If there is an increase in the Guarantee Fee, we will give to the person that can make Withdrawals ninety (90) days notice of his or her eligibility for the increase to the Annual Guaranteed Withdrawal Amount. If that person accepts the Step-Up amount, this will result in an increase in the Guarantee Fee. If that person decides to reject both increases, we must be notified in writing within the ninety (90) day period of such rejection. Otherwise, we will consider that person to have accepted both increases.

You or an Eligible Spouse’s rejection of a Step-Up amount does not affect the eligibility for subsequent Step-Up Amounts.

7.3.

Annual Guaranteed Withdrawal Amount Decreased by Excess Withdrawals. If an Excess Withdrawal is taken in a Birthday Year, we will decrease the Annual Guaranteed Withdrawal Amount by the percentage equivalent to the ratio of:

(i)

the amount of the Excess Withdrawal and

(ii)

the Account Value as of the Valuation Date of the Excess Withdrawal without reduction for the amount of the Excess Withdrawal.

If the Excess Withdrawal occurs within ninety (90) days after a Purchase Payment, then the preceding paragraph will not apply. Instead, the Annual Guaranteed Withdrawal Amount will be decreased by the greater of:

(iii)

the amount described in the preceding paragraph; or

(iv)

the product of the Guaranteed Withdrawal Percentage and the amount of the Excess Withdrawal.

SECTION 8 SPOUSAL BENEFIT

8.1.

General. This Section describes the Spousal Benefit feature of this Annuity. The Spousal Benefit is an optional benefit offered for an additional fee. Under the Spousal Benefit, we guarantee that the Annual Guaranteed Withdrawal Amount, as adjusted under the terms of this Annuity, will be available for Guaranteed Withdrawals until the later to die of the Participant and his or her Spouse. We may require proof of marriage and other information that satisfies our requirements, all in Good Order.

8.2.

Spousal Benefit If Participant Dies Before the Guaranteed Withdrawal Lock-In Date.

•

Annuity Purchased Before Participant’s Death. If the Participant dies before the Guaranteed Withdrawal Lock-In Date, and at the time of the Participant’s death a surviving Spouse is the sole Beneficiary, then the surviving Spouse may continue this Annuity and the Guaranteed Withdrawal benefit to the extent permitted by the Code. The Spouse may establish an Annual Guaranteed Withdrawal Amount by selecting a Guaranteed Withdrawal Lock-In Date.

•

Annuity Purchased After Participant’s Death. If a Participant dies with a Retirement Plan Withdrawal Benefit but before the Retirement Plan Lock-In Date, and the Participant’s Spouse is the sole beneficiary of the Participant’s Retirement Plan account, then the Participant’s surviving Spouse may be eligible to continue the Retirement Plan Withdrawal Benefit to the extent permitted by the Retirement Plan and the Code. The Participant’s surviving Spouse shall be eligible to rollover assets from Eligible Investments to this Annuity. The surviving Spouse may establish an Annual Guaranteed Withdrawal Amount under this Annuity by selecting a Guaranteed Withdrawal Lock-In Date. The surviving Spouse may not elect a Spousal Benefit for his or her spouse.

8.3.

Spousal Benefit If Participant Dies After the Guaranteed Withdrawal Lock-In Date. If you are a Participant and your Spouse is the sole Beneficiary on the Guaranteed Withdrawal Lock-In Date, as part of that election, you may also make an irrevocable election to have the Annual Guaranteed Withdrawal Amount continue after your death for Guaranteed Withdrawals during your surviving Spouse’s life.

If such election is made, the Annual Guaranteed Withdrawal Amount will be available to your Spouse provided at the time of your death:

your Spouse is living;

you are legally married to the same Spouse; and

your Spouse is the sole Beneficiary.

When your Eligible Spouse dies, the Annual Guaranteed Withdrawal Amount will expire. Any Account Value will be paid pursuant to Section 9 of this Annuity.

The election under this Section 8.3 may not be made before the date both the Participant and Spouse have attained age 55.

If the Participant elected the Retirement Plan Spousal Benefit before the Issue Date, then we guarantee that Guaranteed Withdrawals may be taken by the Eligible Spouse as set forth in Section 6.1 of this Annuity.

SECTION 9 DEATH BENEFIT

9.1.

General. Except as provided in Section 8 of this Annuity, upon your death (or upon the later death of an Eligible Spouse) before the Annuity Date, we pay the Account Value to the Beneficiary as a death benefit. We pay death benefit claims upon receipt of due proof of death, and other documentation we require, in Good Order. The amount of the death benefit is determined when we receive this documentation in Good Order. A death benefit is payable only if your Account Value is greater than zero.

SECTION 10 FEES

10.1.

General. The charges that are or may be assessed against your Annuity are the contract fee, tax charge, transfer fees, insurance and administrative charge and guarantee fee.

10.2.

Contract Fee. This is an annual maintenance fee deducted at the end of each Annuity Year. The maximum amount of this charge is $150. We reserve the right to reduce this fee, and/or waive it for certain annuities with a minimum Account Value. We will waive all or a portion of this fee if we are required by law or regulation. As of the Valuation Date the contract fee is due, the fee is assessed proportionately against the Account Value of all investment options to which your Account Value is allocated.

10.3.

Tax Charge. We reserve the right to impose a charge generally intended to approximate any applicable premium tax, retaliatory tax and other taxes imposed on us. In some cases the tax charges may be more and in some cases less than the actual amount of taxes we are required to pay with respect to a particular annuity. We may, in our discretion, pay these taxes when due and deduct the tax charges from the Account Value later.

10.4.

Transfer Fee. We impose a transfer fee of up to $30 for each transfer after the twelfth in an Annuity Year. We reserve the right to reduce this transfer fee or increase the number of transfers before the fee is applied. We deduct this fee immediately after a transfer and the fee is assessed proportionately against all investment allocations to which your Account Value is allocated. We reserve the right to reduce the transfer fee for transfers made electronically or through another mode we allow.

10.5.

Insurance and Administrative Charge. We deduct this charge daily against the assets allocated to the Sub-accounts. The current insurance and administrative charge equals on an annual basis .50% of the daily value of the contract. We have the right to increase this charge up to 1.60%. Any increase in this charge would apply immediately to the

daily value of the Sub-accounts. We will give you prior written notice before increasing this charge. We deduct this charge based upon the Annuity’s Account Value. The charge is affected by any increases or decreases in your Account Value based on market fluctuations of the Sub-accounts. Therefore, a portion of the amount we receive from the charge may include amounts based on market appreciation of the Sub-account values.

10.6.

Guarantee Fee. We deduct this charge daily against the assets allocated to the Sub-Accounts for our minimum withdrawal guarantees. The Guarantee Fee is the product of (i) the Account Value and (ii) the applicable percentage as set forth below.

Except as provided below in Section 10.6(b), the current aggregate annual rate of Guarantee Fee is 0.95%. We have the right to increase this Fee to 1.45%.

If the Participant elected the Retirement Plan Spousal Benefit before the Issue Date, or upon the Guaranteed Withdrawal Lock-In Date for the Spousal Benefit described under Sections 8.2 or 8.3, the aggregate annual rate of the Guarantee Fee is 1.45%. We have the right to increase this Fee to 2.05%.

We will not reduce the Guarantee Fee if the Spousal Benefit is not available because one of the events described in Section 8.3(a), (b), or (c) has occurred before your death.

We reserve the right to change the Guarantee Fee by providing ninety (90) days advance written of such change. If we make such a change, the new Guarantee Fee will apply only to Purchase Payments on and after the effective date of such change, except in the case of certain Step Up transactions described in Section 7.2. We will keep a record of amounts subject to each Guarantee Fee.

10.7.

Underlying Fund Expenses. Sub-accounts invest in shares of a corresponding underlying mutual fund. Those funds charge fees that are in addition to the contract-related fees described in this section. These fees affect the market value of the Sub-accounts and therefore your Account Value, but are not charges directly imposed by the Annuity.

SECTION 11 ANNUITY OPTION

11.1.

General. This Annuity provides for payments under one of the Annuity Payout Options described below. With our consent, you may also select any other available Annuity Payout Options in addition to those shown. You will be the payee of the options made available, unless we receive other instructions in Good Order.

Annuity payments can be guaranteed for a certain period or for a certain period and life. You may choose an Annuity Date, an annuity option and the frequency of annuity payments. The earliest available Annuity Date is one year from the date we issue this Annuity.

You may change your choices at any time up to thirty days before any Annuity Date you selected. We must receive your request in Good Order. In the Annuity Phase, subsequent to the death of the Annuitant, we continue to pay any “certain” payments (payments not contingent on the continuance of any life) to the named payee or, if applicable, any named successor payee. The Beneficiary designation during the Accumulation Period is not applicable to the Annuity Phase unless you have indicated otherwise, or we determine that applicable law requires that we continue a designation.

If at the time this Annuity reaches the Annuity Phase the Account Value is less than $2,000, or would provide an initial payment amount of less than $100 per month, then we reserve the right to pay you the Account Value in one lump sum in full satisfaction of our obligations under this Annuity.

11.2

Annuity Payout Options. For purposes of the annuity options described below, the term “measuring life” means the person upon whose life any payments dependent upon the continuation of life are based.

Option 1 - Payments for a Certain Period: Under this option, payments are made periodically for a specified number years, subject to our then current rules.

Option 2 - Life Income Annuity: Under this option, payments are made for as long as the Annuitant lives, with payments certain for 120 months. We may make other payment frequencies and durations available.

We reserve the right to require evidence satisfactory to us of the age of any “measuring life” upon whose life payment amounts are calculated before commencement of any annuity payments.

Fixed annuity payments under Option 1 or 2 above do not fluctuate.

11.3

Annuity Purchase Rates. The annuity rates for the Life Income Annuity option above will not be less than those determined by the following actuarial assumptions:

1950 Male Group Annuity Valuation Table, with age setback of 4.8 years plus one-fifth of the number of years from 1895 to the annuitant’s year of birth; Interest-2%; Loading-8.25%.

If, on the Annuity Date, our current annuity purchase rates offered to annuitants in the same class as you are more favorable than the rates produced by the assumptions above, then we will make payments to you based on our current purchase rates.

SECTION 12- MISCELLANEOUS

12.1.

Required Minimum Distributions. If you or an Eligible Spouse is required to take a Required Minimum Distribution (“RMD”), we will determine the amount you or an Eligible Spouse would need to take as a Withdrawal for the next following calendar year (the “RMD Payment Year”) to comply with the RMD requirements of the Code.

We will calculate the RMD amount as of the last Valuation Date in each calendar year following the Guaranteed Withdrawal Lock-In Date/beginning with the calendar year immediately preceding the calendar year of the Guaranteed Withdrawal Lock-In Date.

If the RMD amount is greater than the Annual Guaranteed Withdrawal Amount, We will allow you or an Eligible Spouse to take up to the entire RMD amount as Withdrawals in each RMD Payment Year. We will not count nor consider the difference between the RMD amount and the Annual Guaranteed Withdrawal Amount to be an Excess Withdrawal in that RMD Payment Year.

The RMD amount may not be the same as the RMD amount calculated for your or an Eligible Spouse’s entire individual retirement account balance. If you want further information on the RMD calculation under this Annuity, you may contact us at 1-877-778-2100 or write to us at the address indicated in Section 12.11 below.

12.2.

Reports to You: We provide reports to you. We will provide you with reports at least once annually showing your Account Value and other relevant information about your Annuity. You may request additional reports. We reserve the right to charge up to $50 for each such additional report.

12.3.

Misstatements and Corrections. If we discover that your or an Eligible Spouse’s age or any other fact pertaining to our guarantees or payments under this Annuity was misstated, or we discover a clerical error, then we will make adjustments to any payments, fees, guarantees or other values under this Annuity to reasonably conform to the facts. Such adjustments will follow our established procedures applied on a uniform basis.

12.4.

Assignment. Our guarantees as described in this Annuity are for the exclusive benefit of you, an Eligible Spouse and Beneficiary, if applicable. To the full extent permitted by law and the Contract, Our guarantees are not subject to legal process for the claims of creditors of anyone. You, an Eligible Spouse, or Beneficiary may not assign, forfeit or transfer our guarantees, except as provided in this Annuity.

12.5.

Information and Proof. We may require any information and proof that we believe is necessary to fulfill our obligation under this Annuity.

12.6.

Regulatory Requirements. Any revision to the Contract will not affect our guarantees as provided in this Annuity unless the revision is required to comply with federal or state law or any applicable rule or regulation issued by a government agency.

12.7.

Entire Contract: This Annuity and the Contract, including any riders, endorsements, schedule supplements, and amendments that are made part of this Annuity or the Contract are the entire contract. This Annuity may be changed or modified only in a writing signed by our President, a Vice President, or Secretary. We are not bound by any promises or representations made by or to any other person.

12.8.

Nonparticipation: The Annuity does not share in our profits or surplus earnings.

12.9.

Deferral of Transactions: We may defer any annuity payment for a period not to exceed the lesser of 6 months or the period permitted by law. If we defer a distribution or transfer from any fixed annuity payout for more than thirty days, we pay interest not less than that required by law. We may defer any distribution from any Sub-account or any transfer from a Sub-account for a period not to exceed seven calendar days from the date the transaction is effected. Any other deferral period begins on the date such distribution or transfer would otherwise have been transacted.

In addition to the transfer restrictions above, all transactions into, out of, or based on any Sub-account may be postponed whenever: (1) the New York Stock Exchange is closed (other than customary holidays or weekends) or trading on the New York Stock Exchange is restricted as determined by the SEC; (2) the SEC permits postponement and so orders; or (3) the SEC determines that an emergency exists making valuation or disposal of securities not reasonably practical.

12.10.

Evidence of Survival: Before we make a payment, we have the right to require proof of continued life and any other documentation we need to make a payment. We can require this proof for any person whose life or death determines whether or to whom we must make the payment.

12.11.

Correspondence. You must send any notices required under this Annuity to us in writing (by first class mail, postage prepaid).

You must send them to us at the following address:

Defined Contribution Administration

Prudential Retirement Insurance and Annuity Company

Prudential Retirement

280 Trumbull Street

Hartford, CT 06103

We will send any correspondence to you or your Eligible Spouse at the address last shown on our records.

APPENDIX A


SEPARATE ACCOUNTS:		PRIAC Variable Contract Account A

Sub-account Portfolios:		AST Capital Growth Asset Allocation Portfolio
		AST Balanced Asset Allocation Portfolio
		AST Conservative Asset Allocation Portfolio
		AST Preservation Asset Allocation Portfolio

A-1