CORESUP4





                                                                                        Prudential Annuities Life Assurance Corporation

ADVANCED SERIES ADVISOR PLANSM III (ASAP IIISM)
ADVANCED SERIES APEX IISM (APEX IISM)
ADVANCED SERIES XTRA CREDIT SIXSM (XT6SM)
ADVANCED SERIES LIFEVEST IISM (ASL IISM)

                                                  Supplement dated November 16, 2009
                                                                  To
                                                    Prospectuses dated May 1, 2009

This  supplement  should be read and retained with the prospectus for your Annuity.  If you would like another copy of the  prospectus,
please call us at 1-888-PRU-2888.

This supplement  describes two new guaranteed minimum  accumulation  benefits called Highest DailySM Guaranteed Return Option SM II and
Guaranteed  Return  OptionSM  Plus II. Each of these  benefits  is an optional  benefit  available  under each of the  above-referenced
Annuities.

This supplement also describes an option available to those currently  participating  in Highest Daily GROSM or GRO Plus 2008SM,  under
which they may elect,  at no cost, a "90% cap rule" that limits the amount of Account Value that may be  transferred  into the required
AST bond portfolio  Sub-account.  If you elect the 90% cap rule, we will replace the current  formula  governing  asset transfers under
the benefit with a formula that will transfer no more than 90% of Account Value into the applicable AST bond portfolio Sub-account.

Highest  DailySM  Guaranteed  Return  OptionSM II (HD GROSM II) and  Guaranteed  Return  OptionSMPlus  II (GRO Plus II) are  guaranteed
optional  accumulation  benefits.  In contrast to an optional lifetime income benefit that guarantees a specified amount of withdrawals
for life, an accumulation  benefit  guarantees a minimum account value as of a designated  future date.  Thus,  either HD GRO II or GRO
Plus II may be an  appropriate  option for an annuity owner who wants a guaranteed  minimum  account value after a specified  number of
years.  Because the  guarantee  inherent in each benefit does not take effect  until a specified  number of years into the future,  you
should elect such a benefit only if your investment time horizon is of at least that duration.  Please see the introductory  section of
"Living  Benefits" in the prospectus for a general  discussion of our optional  living  benefits.  As is the case with optional  living
benefits in general, the fulfillment of our guarantee under these benefits is dependent on our claims-paying ability.

A. We include the following revised entry in the "GLOSSARY OF TERMS" section of the prospectus:

Guaranteed Return Option PlusSM (GRO  PlusSM)/Guaranteed  Return Option Plus 2008SM (GRO Plus 2008SM)/  Guaranteed Return OptionSM Plus
II (GRO Plus  II)/Guaranteed  Return Option  (GRO)(R)/Highest  Daily  Guaranteed  Return Option (Highest Daily  GRO)SM/Highest  DailySM
Guaranteed  Return  OptionSM II (HD GROSMII):  Each of GRO Plus, GRO Plus 2008, GRO, GRO Plus II, Highest Daily GRO, 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.

B. We revise the section  entitled "Your Optional  Benefit Fees and Charges" to add the following line items that set forth the fee for
each of HD GRO II and GRO Plus II:

- --------------------------------------------------------------------------------------------------------------------------------------
                                              YOUR OPTIONAL BENEFIT FEES AND CHARGES(1)
- --------------------------------------------------------------------------------------------------------------------------------------
- --------------------------- ----------------------- -------------------- -------------------- -------------------- -------------------
     OPTIONAL BENEFIT          OPTIONAL BENEFIT        TOTAL ANNUAL         TOTAL ANNUAL         TOTAL ANNUAL         TOTAL ANNUAL
                                  FEE/CHARGE             CHARGE(2)            CHARGE(2)            CHARGE(2)           CHARGE(2)
                             (as a percentage of       for ASAP III          for APEX II          for ASL II            for XT6
                               Sub-account net
                                assets, unless
                             otherwise indicated)
- --------------------------- ----------------------- -------------------- -------------------- -------------------- -------------------
- --------------------------- ----------------------- -------------------- -------------------- -------------------- -------------------
       GRO PLUS II
   Current and Maximum
        Charge(3)                   0.60%                  1.85%                2.25%                2.25%               2.25%

- --------------------------- ----------------------- -------------------- -------------------- -------------------- -------------------
- --------------------------- ----------------------- -------------------- -------------------- -------------------- -------------------
   HIGHEST DAILY GRO II
   Current and Maximum
        Charge(3)
                                    0.60%                  1.85%                2.25%                2.25%               2.25%

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


HOW CHARGE IS DETERMINED
1) GRO Plus II. Charge for this benefit is assessed against the average daily net assets of the  Sub-accounts.  For ASAP III, the 1.85%
total  annual  charge  applies in Annuity  Years 1-8 and is 1.25%  thereafter.  For APEX II and ASL II, the 2.25% total  annual  charge
applies in all Annuity Years, and for XT6, the 2.25% total annual charge applies in Annuity Years 1-10 and is 1.25% thereafter.
Highest Daily GRO II. Charge for this benefit is assessed against the average daily net assets of the  Sub-accounts.  For ASAP III, the
1.85% total annual charge applies in Annuity Years 1-8 and is 1.25%  thereafter.  For APEX II and ASL II, the 2.25% total annual charge
applies in all Annuity Years, and for XT6, the 2.25% total annual charge applies in Annuity Years 1-10 and is 1.25% thereafter.
2) The Total Annual Charge includes the Insurance  Charge and  Distribution  Charge (if applicable)  assessed against the average daily
net assets  allocated to the  Sub-accounts.  If you elect more than one optional  benefit,  the Total Annual  Charge would be higher to
include the charge for each optional benefit.
3) Because there is no higher charge to which we could increase the current  charge,  the current charge and maximum charge are one and
the same.  Thus,  so long as you  retain  the  benefit,  we cannot  increase  your  charge  for the  benefit.  However,  subject to any
regulatory  approval,  we do reserve  the right to  increase  the charge for  newly-issued  Annuities  that elect the  benefit  and for
existing Annuities that elect or re-add the benefit post-issue.

C. The "Summary - Options for Guaranteed Accumulation" section is revised, in pertinent part, as follows:

These benefits contain detailed provisions, so please see the following sections of the prospectus for complete details:
o  Guaranteed Return Option Plus 2008*
o  Highest Daily GRO*
o  Guaranteed Return Option Plus II
o  Highest Daily GRO II

* No longer available for new elections in a given state once Highest Daily GRO II and GRO Plus II, respectively, is approved in that
State.

D. With respect to the "Investment Options" section of the prospectus, we clarify that those electing either Guaranteed Return Option
Plus II or Highest Daily Guaranteed Return Option II must limit their investment options to either the Group I investment options or
Group II Optional Allocation & Rebalancing Program investment options set forth below:

                                                Group I: Allowable Benefit Allocations
Permitted Sub-accounts

AST Academic Strategies Asset Allocation
AST Advanced Strategies
AST Balanced Asset Allocation
AST Capital Growth Asset Allocation
AST CLS Growth Asset Allocation
AST CLS Moderate Asset Allocation
AST First Trust Balanced Target
AST First Trust Capital Appreciation Target
AST Horizon Growth Asset Allocation
AST Horizon Moderate Asset Allocation
AST Niemann Capital Growth Asset Allocation
AST Preservation Asset Allocation
AST Schroders Multi-Asset World Strategies
AST T. Rowe Price Asset Allocation
Franklin Templeton VIP Founding Funds Allocation Fund

                                          Group II: Optional Allocation & Rebalancing Program

Permitted Sub-accounts

AST Academic Strategies Asset Allocation
AST Advanced Strategies
AST Aggressive Asset Allocation
AST AllianceBernstein Growth & Income
AST Balanced Asset Allocation
AST CLS Growth Asset Allocation
AST CLS Moderate Asset Allocation
AST AllianceBernstein Core Value
AST American Century Income & Growth
AST Capital Growth Asset Allocation
AST Cohen & Steers Realty
AST DeAM Large-Cap Value
AST Federated Aggressive Growth
AST First Trust Balanced Target
AST First Trust Capital Appreciation Target
AST Global Real Estate
AST Goldman Sachs Concentrated Growth
AST Goldman Sachs Mid-Cap Growth
AST Goldman Sachs Small-Cap Value
AST High Yield
AST Horizon Growth Asset Allocation
AST Horizon Moderate Asset Allocation
AST International Growth
AST International Value
AST Jennison Large-Cap Growth
AST Jennison Large-Cap Value
AST JPMorgan International Equity
AST Large-Cap Value
AST Lord Abbett Bond-Debenture
AST Marsico Capital Growth
AST MFS Global Equity
AST MFS Growth
AST Mid-Cap Value
AST Money Market
AST Neuberger Berman Mid-Cap Growth
AST Neuberger Berman/LSV Mid-Cap Value
AST Neuberger Berman Small-Cap Growth
AST Niemann Capital Growth Asset Allocation
AST Parametric Emerging Markets Equity
AST PIMCO Limited Maturity Bond
AST PIMCO Total Return Bond
AST Preservation Asset Allocation
AST QMA US Equity Alpha
AST Schroders Multi-Asset World Strategies
AST Small-Cap Growth
AST Small-Cap Value
AST T. Rowe Price Asset Allocation
AST T. Rowe Price Global Bond
AST T. Rowe Price Large-Cap Growth
AST T. Rowe Price Natural Resources
AST UBS Dynamic Alpha
AST Western Asset Core Plus Bond
Franklin Templeton VIP Founding Funds Allocation Fund

The following additional Portfolios are available with ASAP III, APEX II and ASL II only:

ProFunds VP*
Consumer Goods
Consumer Services
Financials
Health Care
Industrials
Large-Cap Growth
Large-Cap Value
Mid-Cap Growth
Mid-Cap Value
Real Estate
Small-Cap Growth
Small-Cap Value
Telecommunications
Utilities

*For ASAP III, XT6, and ASL II Annuities issued beginning on May 26, 2008, we limit the Owner's ability to invest in the ProFunds VP
Portfolios.
Specifically:
o We will not permit those who acquire an ASAP III, XT6, or ASL II Annuity on or after May 26, 2008 (including beneficiaries who
        acquire such an Annuity under the Beneficiary Continuation Option) to invest in any ProFunds VP Portfolio; and
o  Those who acquired an ASAP III, XT6, or ASL II Annuity prior to May 26, 2008 may invest in any ProFunds VP Portfolio without being
        subject to the above restrictions; and
o Those who currently hold an APEX II Annuity, or who acquire an APEX II Annuity after May 26, 2008, may invest in any ProFunds VP
        Portfolio (except that beneficiaries who acquire an APEX II Annuity on or after May 26, 2008 under the Beneficiary
        Continuation Option may not invest in any ProFunds VP Portfolio).

E. GUARANTEED RETURN OPTION PLUS II
We add the following to the section entitled "Living Benefits."

Guaranteed Return Option Plus II (GRO Plus II)
You can elect this benefit on the Issue Date of your Annuity, or at any time thereafter if available.  In addition,  you may cancel GRO
Plus II and then re-elect the benefit  beginning on the next Valuation Day if available,  provided that your Account Value is allocated
as required by the benefit and you otherwise meet our eligibility  rules.  If you cancel the benefit,  you lose all guarantees that you
had accumulated under the benefit.  The initial  guarantee under the newly-elected  benefit will be based on your current Account Value
at the time the new benefit  becomes  effective on your Annuity.  GRO Plus II is not available if you participate in any other optional
living  benefit.  However,  GRO Plus II may be elected  together with any optional  death  benefit,  other than the Highest Daily Value
Death Benefit and the Plus40 Optional Life Insurance  Rider. As detailed below under "Key Feature - Allocation of Account Value",  your
participation  in this benefit  among other  things  entails  your  participation  in a program  that,  as dictated by a  predetermined
mathematical formula, may transfer your Account Value between your elected Sub-accounts and an AST bond portfolio Sub-account.

Under GRO Plus II, we guarantee  that the Account Value on the date that the benefit is added to your Annuity  (adjusted for subsequent
purchase  payments and  withdrawals  as detailed  below) will not be any less than that original  value on the seventh  anniversary  of
benefit election and each anniversary  thereafter.  We refer to this initial guarantee as the "base guarantee." In addition to the base
guarantee,  GRO Plus II offers the  possibility of an enhanced  guarantee.  You may "manually"  lock in an enhanced  guarantee once per
"benefit year" (i.e., a year beginning on the date you acquired the benefit and each  anniversary  thereafter) if your Account Value on
that Valuation Day exceeds the amount of any  outstanding  base guarantee or enhanced  guarantee.  If you elect to manually  lock-in an
enhanced  guarantee on an anniversary of the effective date of the benefit,  that lock-in will not count toward the one elective manual
lock-in you may make each benefit year. We guarantee that the Account Value  locked-in by that enhanced  guarantee will not be any less
seven years later, and each anniversary of that date thereafter.  In addition,  you may elect an automatic  enhanced  guarantee feature
under which, if your Account Value on a benefit  anniversary  exceeds the highest  existing  guarantee by 7% or more, we guarantee that
such Account Value will not be any less seven benefit  anniversaries  later and each benefit anniversary  thereafter.  You may maintain
only one enhanced  guarantee  in addition to your base  guarantee.  Thus,  when a new  enhanced  guarantee  is created,  it cancels any
existing enhanced  guarantee.  However,  the fact that an enhanced guarantee was effected  automatically on a benefit  anniversary does
not prevent you from  "manually"  locking-in  an enhanced  guarantee  during the ensuing  benefit year.  Conversely,  the fact that you
"manually"  locked in an enhanced  guarantee  does not preclude the  possibility of an automatic  enhanced  guarantee on the subsequent
benefit  anniversary.  You may elect to terminate an enhanced  guarantee  without also  terminating the base guarantee.  If you do, any
amounts  held in the AST bond  portfolio  Sub-account  with  respect  to that  enhanced  guarantee  will be  transferred  to your other
Sub-accounts in accordance with your most recent allocation instructions (see below "Key Feature - Allocation of Account Value").

Amounts  held in an AST bond  portfolio  Sub-account  with respect to the base  guarantee  will not be  transferred  as a result of the
termination of an enhanced  guarantee.  You may not lock in an enhanced  guarantee,  either manually or through our optional  automatic
program,  within seven years of the date by which annuity  payments must commence under the terms of your Annuity  (please see "How and
When Do I Choose The Annuity Payment  Option?" in the prospectus for further  information on your maximum Annuity Date).  The inability
to lock in an enhanced  guarantee  referenced in the  immediately  preceding  sentence also applies to a new Owner who has acquired the
Annuity from the original Owner.

In general,  we refer to a date on which the Account Value is guaranteed to be present as the "maturity  date". If the Account Value on
the maturity date is less than the guaranteed  amount,  we will  contribute  funds from our general account to bring your Account Value
up to the  guaranteed  amount.  If the  maturity  date is not a  Valuation  Day,  then we would  contribute  such an amount on the next
Valuation  Day. We will allocate any such amount to each  Sub-account  (other than the AST bond  portfolio  Sub-account  used with this
benefit and described below) in accordance with your most recent allocation  instructions.  Regardless of whether we need to contribute
funds at the end of a guarantee  period,  we will at that time  transfer  all amounts  held within the AST bond  portfolio  Sub-account
associated with the maturing  guarantee to your other  Sub-accounts  on a pro rata basis,  unless your Account Value is being allocated
according  to an asset  allocation  program,  in such case your  Account  Value  will be  transferred  according  to the  program.  The
guarantees  provided by the benefit exist only on the  applicable  maturity  date(s).  However,  due to the ongoing  monitoring of your
Account  Value,  and the  transfer of Account  Value to support our future  guarantees,  the benefit may provide some  protection  from
significant  Sub-account  losses. For this same reason, the benefit may limit your ability to benefit from Sub-account  increases while
it is in effect.

We increase  both the base  guarantee and any enhanced  guarantee by the amount of each  Purchase  Payment  (including  any  associated
purchase  Credits) made subsequent to the date that the guarantee was  established.  For example,  if the effective date of the benefit
was January 1, 2010 and the Account  Value was  $100,000 on that date,  then a $30,000  Purchase  Payment  made on March 30, 2011 would
increase the base guarantee amount to $130,000.

If you make a withdrawal  (including any CDSC), we effect a proportional  reduction to each existing  guarantee  amount. We calculate a
proportional  reduction by reducing each existing guarantee amount by the percentage  represented by the ratio of the withdrawal amount
(including any CDSC) to your Account Value immediately prior to the withdrawal.

If you make a  withdrawal,  we will  deduct the  withdrawal  amount  pro rata from each of your  Sub-accounts  (including  the AST bond
portfolio Sub-account used with this benefit).

Any partial  withdrawal for payment of any third party  investment  advisory  service will be treated as a withdrawal,  and will reduce
each guarantee amount proportionally, in the manner indicated above.

EXAMPLE
This example is purely  hypothetical  and does not reflect the charges for the benefit or any other fees and charges under the Annuity.
It is intended to illustrate the proportional reduction of a withdrawal on each guarantee amount under this benefit.

Assume the following:
o The Issue Date is December 1, 2010
o The benefit is elected on December 1, 2010
o The Account Value on December 1, 2010 is $200,000, which results in a base guarantee of $200,000
o An enhanced guarantee amount of $300,000 is locked in on December 1, 2011
o The Account Value immediately prior to the withdrawal is equal to $300,000
o No CDSC is applicable

If a withdrawal of $50,000 is taken on December 15, 2011, all guarantee amounts will be reduced by the ratio the total withdrawal
amount represents of the Account Value just prior to the withdrawal being taken.

 Here is the calculation (figures are rounded):

- ---------------------------------------------------------------------------------------------------------------------------------------
Withdrawal Amount divided by
$   50,000
- ---------------------------------------------------------------------------------------------------------------------------------------
Account Value before withdrawal                                         $300,000
Equals ratio                                                            16.67%
All guarantees will be reduced by the above ratio (16.67%)
Base guarantee amount                                                   $166,667
Enhanced guarantee amount                                               $250,000

Key Feature - Allocation of Account Value
We limit the Sub-accounts to which you may allocate  Account Value if you elect GRO Plus II. For purposes of this benefit,  we refer to
those  permitted  investment  options  (other  than the  required  bond  portfolio  Sub-accounts  discussed  below)  as the  "Permitted
Sub-accounts."

GRO Plus II uses a predetermined  mathematical  formula to help manage your guarantees  through all market cycles.  Because the formula
is made part of your Rider schedule supplement,  the formula applicable to you may not be altered once you elect the benefit.  However,
subject to regulatory  approval,  we do reserve the right to amend the formula for  newly-issued  Annuities  that elect or re-elect GRO
Plus II and for existing  Annuities that elect the benefit  post-issue.  This required  formula helps us manage our financial  exposure
under GRO Plus II, by moving  assets out of certain  Sub-accounts  if dictated  by the  formula  (see  below).  In essence,  we seek to
preserve the value of these assets,  by  transferring  them to a more stable option (i.e.,  one or more  specified  bond  portfolios of
Advanced Series Trust).  We refer to the Sub-accounts  corresponding  to these bond portfolios  collectively as the "AST bond portfolio
Sub-accounts".  The formula  also  contemplates  the  transfer of Account  Value from an AST bond  portfolio  Sub-account  to the other
Sub-accounts in certain other scenarios.  The formula is set forth in Section H of this Supplement.  A summary  description of each AST
bond  portfolio  Sub-account  appears within the Prospectus  section  entitled "What Are The Investment  Objectives and Policies Of The
Portfolios?" You will be furnished with a prospectus  describing the AST bond portfolios.  In addition,  you can find a copy of the AST
bond portfolio prospectus by going to www.prudentialannuities.com.

For purposes of operating the GRO Plus II formula, we have included within this Annuity several AST bond portfolio  Sub-accounts.  Each
AST bond portfolio is unique, in that its underlying  investments  generally mature at different times. For example,  there would be an
AST bond  portfolio  whose  underlying  investments  generally  mature in 2020,  an AST bond  portfolio  whose  underlying  investments
generally mature in 2021, and so forth. As discussed below,  the formula  determines the appropriate AST bond portfolio  Sub-Account to
which Account  Value is  transferred.  We will  introduce  new AST bond  portfolio  Sub-accounts  in  subsequent  years,  to correspond
generally to the length of new  guarantee  periods that are created  under this benefit (and the Highest  Daily GRO  benefits).  If you
have  elected  GRO Plus II, you may have  Account  Value  allocated  to an AST bond  portfolio  Sub-account  only by  operation  of the
predetermined  mathematical  formula,  and  thus  you  may not  allocate  purchase  payments  to or make  transfers  to or from  such a
Sub-account.  Please see the Prospectus for your Annuity and the prospectus for the Advanced  Series Trust for more  information  about
each AST bond portfolio used with this benefit.

Although we employ several AST bond portfolio  Sub-accounts  for purposes of the benefit,  the formula  described in the next paragraph
operates so that your Account  Value may be allocated to only one AST bond  portfolio  Sub-account  at one time.  On any day a transfer
into or out of the AST bond  portfolio  Sub-account  is made the  formula  may dictate  that a transfer  out of one AST bond  portfolio
Sub-account be made into another AST bond portfolio  Sub-account.  Any transfer into an AST bond portfolio Sub-account will be directed
to the AST bond  portfolio  Sub-account  associated  with the "current  liability",  as described  below.  As  indicated,  the AST bond
portfolio  Sub-accounts  are  employed  with this  benefit to help us mitigate  the  financial  risks  under our  guarantee.  Thus,  in
accordance with the formula applicable to you under the benefit,  we determine which AST bond portfolio  Sub-account your Account Value
is transferred to, and under what circumstances a transfer is made.


In general,  the formula works as follows. On each Valuation Day, the formula  automatically  performs an analysis with respect to each
guarantee that is outstanding.  For each outstanding  guarantee,  the formula begins by determining the present value on that Valuation
Day that, if appreciated at the  applicable  "discount  rate",  would equal the  applicable  guarantee  amount on the maturity date. As
detailed in the  formula,  the discount  rate is an interest  rate  determined  by taking a benchmark  index used within the  financial
services  industry and then reducing that interest rate by a prescribed  adjustment.  Once  selected,  we do not change the  applicable
benchmark  index  (although we do reserve the right to use a new  benchmark  index if the  original  benchmark  is  discontinued).  The
greatest of each such  present  value is referred to as the  "current  liability"  in the  formula.  The formula  compares  the current
liability to the amount of your Account  Value held within the AST bond  portfolio  Sub-account  and to your Account  Value held within
the  Permitted  Sub-accounts.  If the current  liability,  reduced by the amount held within the AST bond  portfolio  Sub-account,  and
divided by the amount held within the Permitted  Sub-accounts,  exceeds an upper target value  (currently,  85%), then the formula will
make a transfer  into the AST bond  portfolio  Sub-account,  in the amount  dictated by the formula  (subject to the 90% cap  discussed
below).  If the current  liability,  reduced by the amount held within the AST bond  portfolio  Sub-account,  and divided by the amount
within your other  Sub-accounts,  is less than a lower target value  (currently,  79%),  then the formula will  transfer  Account Value
within the AST bond portfolio Sub-account into the Permitted Sub-accounts in the amount dictated by the formula.

The formula will not execute a transfer to the AST bond  portfolio  Sub-account  that  results in more than 90% of your  Account  Value
being  allocated to the AST bond  portfolio  Sub-account  ("90% cap").  Thus,  on any  Valuation  Day, if the formula  would  require a
transfer to the AST bond  portfolio  Sub-account  that would  result in more than 90% of the Account  Value being  allocated to the AST
bond  portfolio  Sub-account,  only the amount  that  results in exactly  90% of the  Account  Value  being  allocated  to the AST bond
portfolio  Sub-account will be transferred.  Additionally,  future  transfers into the AST bond portfolio  Sub-account will not be made
(regardless of the performance of the AST bond portfolio  Sub-account and the Permitted  Sub-accounts)  at least until there is first a
transfer out of the AST bond  portfolio  Sub-account.  Once this  transfer  occurs out of the AST bond  portfolio  Sub-account,  future
amounts may be  transferred to or from the AST bond  portfolio  Sub-account if dictated by the formula  (subject to the 90% cap). At no
time will the formula make a transfer to the AST bond  portfolio  Sub-account  that  results in greater than 90% of your Account  Value
being  allocated to the AST bond  portfolio  Sub-account.  However,  it is possible  that,  due to the  investment  performance of your
allocations in the AST bond portfolio  Sub-account and your allocations in the Permitted  Sub-accounts  you have elected,  your Account
Value could be more than 90% invested in the AST bond portfolio  Sub-account.  If you make additional purchase payments to your Annuity
while the 90% cap is in effect,  the formula will not  transfer  any of such  additional  purchase  payments to the AST bond  portfolio
Sub-account  at least  until  there is first a  transfer  out of the AST bond  portfolio  Sub-account,  regardless  of how much of your
Account  Value is in the  Permitted  Sub-accounts.  This means that there could be  scenarios  under which,  because of the  additional
purchase  payments you make,  less than 90% of your entire  Account Value is allocated to the AST bond portfolio  Sub-account,  and the
formula  will still not  transfer  any of your Account  Value to the AST bond  portfolio  Sub-account  (at least until there is first a
transfer out of the AST bond portfolio Sub-account).

For example,
o March 19, 2010 - a transfer is made to the AST bond  portfolio  Sub-account  that results in the 90% cap being met and now $90,000 is
  allocated to the AST bond portfolio Sub-account and $10,000 is allocated to the Permitted Sub-accounts.
o March 20,  2010 - you make an  additional  purchase  payment of  $10,000.  No  transfers  have been made from the AST bond  portfolio
  Sub-account to the Permitted Sub-accounts since the cap went into effect on March 19, 2010.
o On March 20, 2010 (and at least until first a transfer is made out of the AST bond  portfolio  Sub-account  under the  formula) - the
  $10,000 payment is allocated to the Permitted  Sub-accounts  and on this date you have 82% in the AST bond portfolio  Sub-account and
  18% in the  Permitted  Sub-accounts  (such that  $20,000 is  allocated  to the  Permitted  Sub-accounts  and  $90,000 to the AST bond
  portfolio Sub-account).
o Once there is a transfer out of the AST bond  portfolio  Sub-account  (of any amount),  the formula will operate as described  above,
   meaning that the formula could transfer  amounts to or from the AST bond portfolio  Sub-account if dictated by the formula  (subject
   to the 90% cap).

Under the operation of the formula, the 90% cap may come into existence and be removed multiple times while you participate in the
benefit. We will continue to monitor your Account Value daily and, if dictated by the formula, systematically transfer amounts
between the Permitted Sub-accounts you have chosen and the AST bond portfolio Sub-account as dictated by the formula.

As discussed above, each Valuation Day, the formula analyzes the difference between your Account Value and your guarantees, as well
as how long you have owned the benefit, and determines if any portion of your Account Value needs to be transferred into or out of
the AST bond portfolio Sub-accounts. Therefore, at any given time, some, none, or most of your Account Value may be allocated to the
AST bond portfolio Sub-accounts.

The amount that is transferred to and from the AST bond portfolio Sub-accounts pursuant to the formula depends upon a number of
factors unique to your Annuity (and is not necessarily directly correlated with the securities markets, bond markets, or interest
rates, in general) including:
o The difference between your Account Value and your guarantee amount(s);
o The amount of time until the maturity of your guarantee(s);
o The amount invested in, and the performance of, the Permitted Sub-accounts;
o The amount invested in, and the performance of, the AST bond portfolio Sub-accounts;
o The discount rate used to determine the present value of your guarantee(s);
o Additional purchase payments, if any, that you make to the Annuity; and
o Withdrawals, if any, taken from the Annuity.

Any amounts  invested in the AST bond portfolio  Sub-accounts  will affect your ability to participate in a subsequent  market recovery
within the Permitted  Sub-accounts.  Conversely,  the Account Value may be higher at the beginning of the market recovery, e.g. more of
the Account  Value may have been  protected  from decline and  volatility  than it  otherwise  would have been had the benefit not been
elected. The AST bond portfolio  Sub-accounts are available only with these benefits,  and you may not allocate purchase payments to or
transfer Account Value to or from the AST bond portfolio Sub-accounts.

Transfers under the formula do not impact any guarantees under the benefit that have already been locked-in.

Election/Cancellation of the Benefit
GRO Plus II can be elected on the Issue Date of your Annuity,  or on any Valuation Day thereafter,  provided that your Account Value is
allocated in a manner  permitted with the benefit and that you otherwise meet our eligibility  rules. You may elect GRO Plus II only if
the  oldest of the Owner and  Annuitant  is 84 or younger on the date of  election  (80 or  younger,  in New  York).  If you  currently
participate  in a living  benefit that may be cancelled,  you may terminate that benefit at any time and elect GRO Plus II. However you
will lose all guarantees  that you had  accumulated  under those  benefits.  The base guarantee under GRO Plus II will be based on your
current Account Value at the time the new benefit becomes effective on your Annuity.

GRO Plus II will terminate  automatically  upon: (a) the death of the Owner or the Annuitant (in an entity owned contract),  unless the
Annuity is continued by the surviving  spouse;  (b) as of the date Account Value is applied to begin  annuity  payments;  (c) as of the
anniversary of benefit election that immediately  precedes the  contractually-mandated  latest annuity date, or (d) upon full surrender
of the Annuity. If you elect to terminate the benefit,  GRO Plus II will no longer provide any guarantees.  The charge for the GRO Plus
II benefit will no longer be deducted from your Account Value upon termination of the benefit.

If you wish, you may cancel the GRO Plus II benefit.  You may also cancel an enhanced  guarantee,  but leave the base guarantee intact.
Upon  cancellation,  you may elect any other  currently  available  living  benefit  beginning on the next Valuation Day after you have
cancelled the GRO Plus II benefit,  provided that your Account Value is allocated in a manner  permitted  with the benefit and that you
otherwise  meet our  eligibility  rules.  Upon  cancellation  of the GRO Plus II benefit,  any Account Value  allocated to the AST bond
portfolio  Sub-account  used with the  formula  will be  reallocated  to the  Permitted  Sub-Accounts  according  to your  most  recent
allocation  instructions or, in absence of such instructions,  pro rata (i.e., in direct proportion to your current allocations).  Upon
your  re-election  of GRO Plus II,  Account Value may be  transferred  between the AST bond  portfolio  Sub-accounts  and the Permitted
Sub-accounts  according to the  predetermined  mathematical  formula (see "Key  Feature - Allocation  of Account  Value" above for more
details).  It is possible that over time the formula could transfer some,  none, or most of the Account Value to the AST bond portfolio
Sub-accounts  under  GRO Plus II.  You also  should be aware  that  upon  cancellation  of the GRO Plus II  benefit,  you will lose all
guarantees that you had  accumulated  under the benefit.  Thus, the guarantees  under any  newly-elected  benefit will be based on your
current  Account Value at benefit  effectiveness.  The benefit you elect or re-elect may be more expensive than the benefit you cancel.
Once the GRO Plus II benefit is canceled you are not required to re-elect  another  optional living benefit and any subsequent  benefit
election may be made on or after the first  Valuation  Day  following  the  cancellation  of the GRO Plus II benefit  provided that the
benefit you are looking to elect is available on a post-issue basis.

Special Considerations under GRO Plus II
This benefit is subject to certain rules and restrictions, including, but not limited to the following:

o Upon  inception  of the  benefit,  100% of your  Account  Value  must be  allocated  to the  Permitted  Sub-accounts.  The  Permitted
   Sub-accounts  are those  described in Section D of this  supplement.  No fixed interest rate  allocations may be in effect as of the
   date that you elect to participate in the benefit.
o Transfers to and from your elected  Sub-accounts  and an AST bond portfolio  Sub-account  will not count toward the maximum number of
   free transfers allowable under the Annuity.
o Any amounts  applied to your Account  Value by us on a maturity date will not be treated as  "investment  in the contract" for income
  tax purposes.
o As the time  remaining  until the applicable  maturity date gradually  decreases,  the benefit may become  increasingly  sensitive to
  moves to an AST bond portfolio Sub-account.
o We currently limit the  Sub-accounts to which you may allocate  Account Value if you  participate in this benefit.  Moreover,  if you
  are invested in prohibited  investment options and seek to acquire the benefit, we will ask you to reallocate to permitted investment
  options as a prerequisite to acquiring the benefit.  Should we prohibit access to any investment  option,  any transfers  required to
  move Account Value to eligible  investment  options will not be counted in determining the number of free transfers during an Annuity
  Year.
o If you elect this benefit,  and in connection  with that  election you are required to  reallocate  to different  investment  options
   permitted  under this benefit,  then on the Valuation Day on which we receive your request in Good Order,  we will (i) sell units of
   the non-permitted  investment options and (ii) invest the proceeds of those sales in the permitted  investment options that you have
   designated.  During this  reallocation  process,  your Account Value allocated to the Sub-accounts will remain exposed to investment
   risk, as is the case generally.  The protection afforded by the newly-elected  benefit will not arise until the close of business on
   the following Valuation Day.

Charges under the Benefit
We deduct an annualized  charge equal to 0.60% of the average daily net assets of the  Sub-accounts  (including  any AST bond portfolio
Sub-account) for  participation  in the GRO Plus II benefit.  The annual charge is deducted daily. The charge is deducted to compensate
us for:  (a) the risk that your Account  Value on a maturity  date is less than the amount  guaranteed  and (b)  administration  of the
benefit.

Closing of GRO Plus 2008
GRO Plus 2008 is described in the section of the prospectus  entitled "Living Benefits".  GRO Plus 2008 will no longer be available for
new  elections or re-adds in those  jurisdictions  where we have  received  regulatory  approval to offer GRO Plus II. If you currently
participate in GRO Plus 2008, this closing does not affect you or the guarantees associated with your benefit.  However,  subsequent to
the closure, you will no longer be allowed to re-elect GRO Plus 2008 if you decide to terminate it.

F. HIGHEST DAILY GUARANTEED RETURN OPTION II (HD GRO II)
We add the following to the section entitled "Living Benefits."

Highest Daily Guaranteed Return Option II (HD GRO II)
You can elect this benefit on the Issue Date of your Annuity,  or at any time thereafter if available.  In addition,  you may cancel HD
GRO II and then re-elect the benefit  beginning on the next  Valuation Day if available,  provided that your Account Value is allocated
as required by the benefit and that you otherwise meet our eligibility  rules. If you cancel the benefit,  you lose all guarantees that
you had accumulated  under the benefit.  The initial  guarantee under the  newly-elected  benefit will be based on your current Account
Value at the time the new benefit  becomes  effective  on your  Annuity.  HD GRO II is not  available if you  participate  in any other
living benefit.  However,  HD GRO II may be elected together with any optional death benefit,  other than the Highest Daily Value Death
Benefit or the Plus40  Optional  Life  Insurance  Rider.  As detailed  below under "Key Feature - Allocation  of Account  Value",  your
participation  in this benefit  among other  things  entails  your  participation  in a program  that,  as dictated by a  predetermined
mathematical formula, may transfer your Account Value between your elected Sub-accounts and an AST bond portfolio Sub-account.

HD GRO II creates a series of separate  guarantees,  each of which is based on the highest  Account Value  attained on a day during the
applicable  time period.  As each year of your  participation  in the benefit  passes,  we create a new guarantee.  Each guarantee then
remains in existence  until the date on which it matures  (unless the benefit  terminates  sooner).  We refer to each date on which the
specified  Account  Value is  guaranteed  as the  "maturity  date" for that  guarantee.  HD GRO II will not create a  guarantee  if the
maturity date of that guarantee  would extend beyond the date by which annuity  payments must commence under the terms of your Annuity.
This is true even with respect to a new Owner who has acquired the Annuity from the original Owner.

The guarantees  provided by the benefit exist only on the applicable maturity date(s).  However,  due to the ongoing monitoring of your
Account  Value,  and the  transfer of Account  Value to support our future  guarantees,  the benefit may provide some  protection  from
significant  Sub-account  losses. For this same reason, the benefit may limit your ability to benefit from Sub-account  increases while
it is in effect.

The initial  guarantee is created on the day that the HD GRO II benefit is added to your Annuity.  We guarantee that your Account Value
on the  tenth  anniversary  of that day (we refer to each  such  anniversary  as a  "benefit  anniversary")  will not be less than your
Account  Value on the day that the HD GRO II benefit was added or re-added to your Annuity.  Each benefit  anniversary  thereafter,  we
create a new guarantee.  With respect to each such subsequent  guarantee,  we identify the highest Account Value that occurred  between
the date of that benefit  anniversary  and the date on which HD GRO II was added to your Annuity.  We guarantee that your Account Value
ten years after that benefit  anniversary  will be no less than the highest daily Account Value that occurred  during that time period.
The  following  example  illustrates  the time period  over which we identify  the highest  daily  Account  Value for  purposes of each
subsequent  guarantee under the benefit.  If the date of benefit  election were January 1, 2010, we would create a guarantee on January
1, 2014 based on the highest  Account Value achieved  between  January 1, 2010 and January 1, 2014, and that guarantee  would mature on
January 1, 2024. As described below, we adjust each of the guarantee amounts for purchase payments and withdrawals.

If the Account Value on the maturity date is less than the guaranteed  amount,  we will  contribute  funds from our general  account to
bring your Account Value up to the guaranteed  amount.  If the maturity date is not a Valuation Day, then we would  contribute  such an
amount on the next Valuation Day. We will allocate any such amount to each Sub-account  (other than the AST bond portfolio  Sub-account
used with this benefit and described  below) in accordance  with your most recent  allocations  instructions.  Regardless of whether we
need to  contribute  funds at the end of a  guarantee  period,  we will at that time  transfer  all  amounts  held  within the AST bond
portfolio  Sub-account  associated  with the maturing  guarantee to your other  Sub-accounts  on a pro rata basis,  unless your Account
Value is being allocated  according to an asset allocation  program,  in such case your Account Value will be transferred  according to
the program.

We increase the amount of each  guarantee  that has not yet reached its maturity  date, as well as the highest daily Account Value that
we calculate to establish a guarantee,  by the amount of each Purchase Payment  (including any associated  purchase Credits) made prior
to the  applicable  maturity  date.  For example,  if the effective  date of the benefit was January 1, 2010,  and there was an initial
guaranteed  amount that was set at $100,000  maturing January 1, 2020, and a second guaranteed amount that was set at $120,000 maturing
January 1, 2021,  then a $30,000  Purchase  Payment  made on March 30, 2011 would  increase  the  guaranteed  amounts to  $130,000  and
$150,000, respectively.

If you make a withdrawal  (including any CDSC), we effect a proportional  reduction to each existing  guarantee  amount. We calculate a
proportional  reduction by reducing each existing guarantee amount by the percentage  represented by the ratio of the withdrawal amount
(including any CDSC) to your Account Value immediately prior to the withdrawal.

If you make a  withdrawal,  we will  deduct the  withdrawal  amount  pro rata from each of your  Sub-accounts  (including  the AST bond
portfolio Sub-account used with this benefit).

Any partial  withdrawal for payment of any third party  investment  advisory  service will be treated as a withdrawal,  and will reduce
each guarantee amount proportionally, in the manner indicated above.

EXAMPLE
This example is purely  hypothetical  and does not reflect the charges for the benefit or any other fees and charges under the Annuity.
It is intended to illustrate the proportional reduction of a withdrawal on each guarantee amount under this benefit.

Assume the following:
o The Issue Date is December 1, 2010
o The benefit is elected on December 1, 2010
o The Account Value on December 1, 2010 is $200,000, which results in an initial guarantee of $200,000
o An additional guarantee amount of $300,000 is locked in on December 1, 2011
o The Account Value immediately prior to the withdrawal is equal to $300,000
o No CDSC is applicable

If a withdrawal  of $50,000 is taken on December  15, 2011,  all  guarantee  amounts will be reduced by the ratio the total  withdrawal
amount represents of the Account Value just prior to the withdrawal being taken.

 Here is the calculation (figures are rounded):

- ---------------------------------------------------------------------------------------------------------------------------------------
Withdrawal Amount divided by                                    $ 50,000
Account Value before withdrawal                                 $300,000
Equals ratio                                                    16.67%
All guarantees will be reduced by the above ratio (16.67%)
Initial guarantee amount                                        $166,667
Additional guarantee amount                                     $250,000

Key Feature - Allocation of Account Value
We limit the  Sub-accounts  to which you may allocate  Account Value if you elect HD GRO II. For purposes of this benefit,  we refer to
those permitted investment options (other than the AST bond portfolio used with this benefit) as the "Permitted Sub-accounts".

HD GRO II uses a predetermined  mathematical  formula to help manage your guarantees through all market cycles.  Because the formula is
made part of your Rider  schedule  supplement,  the  formula may not be altered  once you elect the  benefit.  However,  subject to any
regulatory approval,  we do reserve the right to amend the formula for newly-issued  Annuities that elect or re-elect HD GRO II and for
existing  Annuities that elect the benefit  post-issue.  This required formula helps us manage our financial  exposure under HD GRO II,
by moving  assets out of certain  Sub-accounts  in certain  scenarios if dictated by the formula (see  below).  In essence,  we seek to
preserve the value of these assets,  by  transferring  them to a more stable option (i.e.,  one of a specified group of bond portfolios
within Advanced  Series Trust).  We refer to the  Sub-accounts  corresponding  to these bond  portfolios  collectively as the "AST bond
portfolio  Sub-accounts".  The formula also contemplates the transfer of Account Value from the AST bond portfolio  Sub-accounts to the
Permitted  Sub-accounts in other  scenarios.  The formula is set forth in Section H of this Supplement.  A summary  description of each
AST bond portfolio  Sub-account appears within the Prospectus section entitled "What Are The Investment  Objectives and Policies Of The
Portfolios?" You will be furnished with a prospectus  describing the AST bond portfolios.  In addition,  you can find a copy of the AST
bond portfolios' prospectus by going to www.prudentialannuities.com

For purposes of operating the HD GRO II formula,  we have included  within this Annuity several AST bond portfolio  Sub-accounts.  Each
AST bond portfolio is unique, in that its underlying  investments  generally mature at the same time as each outstanding  maturity date
that exists under the benefit.  For example,  there would be an AST bond portfolio whose  underlying  investments  generally  mature in
2020  (corresponding  to all guarantees that mature in 2020), an AST bond portfolio whose  underlying  investments  generally mature in
2021  (corresponding  to all guarantees that mature in 2021), and so forth. As discussed below, the formula  determines the appropriate
AST bond  portfolio  Sub-Account  to which Account Value is  transferred.  We will  introduce new AST bond  portfolio  Sub-accounts  in
subsequent  years,  to  correspond  generally to the length of new guarantee  periods that are created under this benefit.  If you have
elected  Highest  Daily GRO II, you may have Account  Value  allocated to an AST bond  portfolio  Sub-account  only by operation of the
predetermined  mathematical  formula,  and thus you may not allocate purchase payments to, or transfer Account Value to or from, such a
Portfolio.  Please see the  prospectus for your Annuity and the prospectus  for the Advanced  Series Trust for more  information  about
each AST bond portfolio used with this benefit.

Although we employ several AST bond portfolio  Sub-accounts  for purposes of the benefit,  the formula  described in the next paragraph
operates so that your Account  Value may be allocated to only one AST bond  portfolio  Sub-account  at one time.  On any day a transfer
into or out of the AST bond  portfolio  Sub-account  is made the  formula  may dictate  that a transfer  out of one AST bond  portfolio
Sub-account be made into another AST bond portfolio  Sub-account.  Any transfer into an AST bond portfolio Sub-account will be directed
to the AST bond  portfolio  Sub-account  associated  with the "current  liability",  as described  below.  As  indicated,  the AST bond
portfolio  Sub-accounts  are  employed  with this  benefit to help us mitigate  the  financial  risks  under our  guarantee.  Thus,  in
accordance with the formula applicable to you under the benefit,  we determine which AST bond portfolio  Sub-account your Account Value
is transferred to, and under what circumstances a transfer is made.

In general,  the formula works as follows. On each Valuation Day, the formula  automatically  performs an analysis with respect to each
guarantee that is outstanding.  For each outstanding  guarantee,  the formula begins by determining the present value on that Valuation
Day that, if appreciated at the  applicable  "discount  rate",  would equal the  applicable  guarantee  amount on the maturity date. As
detailed in the  formula,  the discount  rate is an interest  rate  determined  by taking a benchmark  index used within the  financial
services  industry and then reducing that interest rate by a prescribed  adjustment.  Once  selected,  we do not change the  applicable
benchmark  index  (although we do reserve the right to use a new  benchmark  index if the  original  benchmark  is  discontinued).  The
greatest of each such  present  value is referred to as the  "current  liability"  in the  formula.  The formula  compares  the current
liability to the amount of your Account  Value held within the AST bond  portfolio  Sub-account  and to your Account  Value held within
the  Permitted  Sub-accounts.  If the current  liability,  reduced by the amount held within the AST bond  portfolio  Sub-account,  and
divided by the amount held within your Permitted  Sub-accounts,  exceeds an upper target value (currently,  85%), then the formula will
make a transfer  into the AST bond  portfolio  Sub-account,  in the amount  dictated by the formula  (subject to the 90% cap  discussed
below).  If the current  liability,  reduced by the amount held within the AST bond  portfolio  Sub-account,  and divided by the amount
within your other  Sub-accounts,  is less than a lower target value  (currently,  79%),  then the formula will  transfer  Account Value
within the AST bond portfolio Sub-account into the Permitted Sub-accounts, in the amount dictated by the formula.

The formula will not execute a transfer to the AST bond  portfolio  Sub-account  that  results in more than 90% of your  Account  Value
being  allocated to the AST bond  portfolio  Sub-account  ("90% cap").  Thus,  on any  Valuation  Day, if the formula  would  require a
transfer to the AST bond  portfolio  Sub-account  that would  result in more than 90% of the Account  Value being  allocated to the AST
bond  portfolio  Sub-account,  only the amount  that  results in exactly  90% of the  Account  Value  being  allocated  to the AST bond
portfolio  Sub-account will be transferred.  Additionally,  future  transfers into the AST bond portfolio  Sub-account will not be made
(regardless of the performance of the AST bond portfolio  Sub-account and the Permitted  Sub-accounts)  at least until there is first a
transfer out of the AST bond  portfolio  Sub-account.  Once this  transfer  occurs out of the AST bond  portfolio  Sub-account,  future
amounts may be  transferred to or from the AST bond  portfolio  Sub-account if dictated by the formula  (subject to the 90% cap). At no
time will the formula make a transfer to the AST bond  portfolio  Sub-account  that  results in greater than 90% of your Account  Value
being  allocated to the AST bond  portfolio  Sub-account.  However,  it is possible  that,  due to the  investment  performance of your
allocations in the AST bond portfolio  Sub-account and your allocations in the Permitted  Sub-accounts you have selected,  your Account
Value could be more than 90% invested in the AST bond portfolio  Sub-account.  If you make additional purchase payments to your Annuity
while the 90% cap is in effect,  the formula will not  transfer  any of such  additional  purchase  payments to the AST bond  portfolio
Sub-account  at least  until  there is first a  transfer  out of the AST bond  portfolio  Sub-account,  regardless  of how much of your
Account  Value is in the  Permitted  Sub-accounts.  This means that there could be  scenarios  under which,  because of the  additional
purchase  payments you make,  less than 90% of your entire  Account Value is allocated to the AST bond  portfolio  Sub-account  and the
formula  will still not  transfer  any of your Account  Value to the AST bond  portfolio  Sub-account  (at least until there is first a
transfer out of the AST bond portfolio Sub-account).

For example,
o March 19, 2010 - a transfer is made to the AST bond  portfolio  Sub-account  that results in the 90% cap being met and now $90,000 is
   allocated to the AST bond portfolio Sub-account and $10,000 is allocated to the Permitted Sub-accounts.
o March 20,  2010 - you make an  additional  purchase  payment of  $10,000.  No  transfers  have been made from the AST bond  portfolio
   Sub-account to the Permitted Sub-accounts since the cap went into effect on March 19, 2010.
o On March 20, 2010 (and at least until first a transfer is made out of the AST bond  portfolio  Sub-account  under the  formula),  the
   $10,000 payment is allocated to the Permitted  Sub-accounts and on this date you have 82% in the AST bond portfolio  Sub-account and
   18% in the  Permitted  Sub-accounts  (such that  $20,000 is  allocated  to the  Permitted  Sub-accounts  and $90,000 to the AST bond
   portfolio Sub-account).
o Once there is a  formula-initiated  transfer out of the AST bond portfolio  Sub-account (of any amount),  the formula will operate as
   described above,  meaning that the formula could transfer  amounts to or from the AST bond portfolio  Sub-account if dictated by the
   formula (subject to the 90% cap).

Under the operation of the formula,  the 90% cap may come into  existence and be removed  multiple  times while you  participate in the
benefit.  We will  continue to monitor  your  Account  Value daily and, if dictated by the  formula,  systematically  transfer  amounts
between the Permitted Sub-accounts you have chosen and the AST bond portfolio Sub-account as dictated by the formula.

As discussed  above,  each Valuation Day, the formula analyzes the difference  between your Account Value and your guarantees,  as well
as how long you have owned the benefit,  and  determines  if any portion of your Account Value needs to be  transferred  into or out of
the AST bond portfolio  Sub-accounts.  Therefore,  at any given time, some, none, or most of your Account Value may be allocated to the
AST bond portfolio Sub-accounts.

The amount that is  transferred  to and from the AST bond  portfolio  Sub-accounts  pursuant to the  formula  depends  upon a number of
factors unique to your Annuity (and is not necessarily  directly  correlated  with the securities  markets,  bond markets,  or interest
rates, in general) including:
o The difference between your Account Value and your guarantee amount(s);
o The amount of time until the maturity of your guarantee(s);
o The amount invested in, and the performance of, the Permitted Sub-accounts;
o The amount invested in, and the performance of, the AST bond portfolio Sub-accounts;
o The discount rate used to determine the present value of your guarantee(s);
o Additional purchase payments, if any, that you make to the Annuity; and
o Withdrawals, if any, taken from the Annuity.

Any amounts  invested in the AST bond portfolio  Sub-accounts  will affect your ability to participate in a subsequent  market recovery
within the Permitted  Sub-accounts.  Conversely,  the Account Value may be higher at the beginning of the market recovery, e.g. more of
the Account  Value may have been  protected  from decline and  volatility  than it  otherwise  would have been had the benefit not been
elected.

The AST bond portfolio  Sub-accounts are available only with these benefits,  and you may not allocate purchase payments to or transfer
Account Value to or from the AST bond portfolio Sub-accounts.

Transfers do not impact any guarantees that have already been locked-in.

Election/Cancellation of the Benefit
HD GRO II can be elected on the Issue Date of your Annuity,  or on any Valuation  Day  thereafter,  provided that your Account Value is
allocated in a manner permitted with the benefit and you otherwise meet our eligibility  requirements.  You may elect HD GRO II only if
the  oldest of the Owner and  Annuitant  is 84 or younger on the date of  election  (80 or  younger,  in New  York).  If you  currently
participate  in a living  benefit that may be cancelled,  you may terminate  that benefit at any time and elect HD GRO II.  However you
will lose all guarantees that you had accumulated  under the previous  benefit.  The initial guarantee under HD GRO II will be based on
your current Account Value at the time the new benefit becomes effective on your Annuity.

HD GRO II will  terminate  automatically  upon: (a) the death of the Owner or the Annuitant (in an entity owned  contract),  unless the
Annuity is continued by the surviving  spouse;  (b) as of the date Account Value is applied to begin  annuity  payments;  (c) as of the
anniversary of benefit election that immediately  precedes the  contractually-mandated  latest annuity date, or (d) upon full surrender
of the Annuity.  If you elect to terminate the benefit,  HD GRO II will no longer provide any guarantees.  The charge for the HD GRO II
benefit will no longer be deducted from your Account Value upon termination of the benefit.

If you wish, you may cancel the HD GRO II benefit.  You may then elect any other currently  available  living benefit  beginning on the
next  Valuation  Day after you have  cancelled  the HD GRO II benefit,  provided  that your  Account  Value is  allocated in the manner
permitted  with the benefit and you otherwise  meet our  eligibility  requirements.  Upon  cancellation  of the HD GRO II benefit,  any
Account  Value  allocated  to the AST  bond  portfolio  Sub-accounts  used  with  the  formula  will be  reallocated  to the  Permitted
Sub-Accounts  according to your most recent  allocation  instructions  or, in absence of such  instructions,  pro-rata (i.e., in direct
proportion to your current  allocations).  Upon your  re-election of HD GRO II,  Account Value may be transferred  between the AST bond
portfolio  Sub-accounts and the other Sub-accounts  according to the predetermined  mathematical formula (see "Key Feature - Allocation
of Account  Value"  section for more  details).  It is possible that over time the formula could  transfer  some,  most, or none of the
Account Value to the AST bond portfolio  Sub-accounts under the newly-elected  benefit. You also should be aware that upon cancellation
of the HD GRO II benefit,  you will lose all guarantees that you had  accumulated  under the benefit.  Thus, the guarantees  under your
newly-elected  benefit will be based on your  current  Account  Value at the time the new benefit  becomes  effective.  The benefit you
elect or re-elect may be more expensive than the benefit you cancel.

Special Considerations under HD GRO II
This benefit is subject to certain rules and restrictions, including, but not limited to the following:
o Upon  inception  of the  benefit,  100% of your  Account  Value  must be  allocated  to the  Permitted  Sub-accounts.  The  Permitted
   Sub-accounts  are those described in the Investment  Option section of the prospectus.  No fixed interest rate allocations may be in
   effect as of the date that you elect to participate in the benefit.
o Transfers to and from your elected  Sub-accounts  and an AST bond portfolio  Sub-account  will not count toward the maximum number of
   free transfers allowable under the Annuity.
o Any amounts  applied to your Account  Value by us on a maturity date will not be treated as  "investment  in the contract" for income
   tax purposes.
o As the time  remaining  until the applicable  maturity date gradually  decreases,  the benefit may become  increasingly  sensitive to
   moves to an AST bond portfolio Sub-account.
o We currently limit the  Sub-accounts to which you may allocate  Account Value if you  participate in this benefit.  Moreover,  if you
   are  invested  in  prohibited  investment  options and seek to acquire  the  benefit,  we will ask you to  reallocate  to  permitted
   investment  options as a prerequisite to acquiring the benefit.  Should we prohibit access to any investment  option,  any transfers
   required to move Account  Value to eligible  investment  options  will not be counted in  determining  the number of free  transfers
   during an Annuity Year.
o If you elect this benefit,  and in connection  with that  election you are required to  reallocate  to different  investment  options
   permitted  under this benefit,  then on the Valuation Day on which we receive your request in Good Order,  we will (i) sell units of
   the non-permitted  investment options and (ii) invest the proceeds of those sales in the permitted  investment options that you have
   designated.  During this  reallocation  process,  your Account Value allocated to the Sub-accounts will remain exposed to investment
   risk, as is the case generally.  The  newly-elected  benefit will commence at the close of business on the following  Valuation Day.
   The protection afforded by the newly-elected benefit will not arise until the close of business on the following Valuation Day.

Charges under the Benefit
We deduct an annualized  charge equal to 0.60% of the average daily net assets of the  Sub-accounts  (including  any AST bond portfolio
Sub-account) for  participation in the HD GRO II benefit.  The annual charge is deducted daily. The charge is deducted to compensate us
for: (a) the risk that your  Account  Value on the  maturity  date is less than the amount  guaranteed  and (b)  administration  of the
benefit.

Closing of Highest Daily GRO ("HD GRO")
HD GRO is described in the section of the prospectus  entitled "Living Benefits".  HD GRO will no longer be available for new elections
or re-adds in those jurisdictions  where we have received  regulatory  approval to offer HD GRO II. If you currently  participate in HD
GRO, this closing does not affect you or the guarantees associated with your benefit.  However,  subsequent to the closure, you will no
longer be allowed to re-elect HD GRO if you decide to terminate it.

G. Optional 90% Cap Rule Applicable to Highest Daily GRO and GRO Plus 2008
In the section entitled  "Living Benefits - Highest Daily GRO" and "Living Benefits - GRO Plus 2008", we add the following  description
of an  optional  feature  for  owners of  Highest  Daily GRO and GRO Plus 2008 that  limits  the  amount of  Account  Value that can be
allocated to the AST bond portfolio Sub-account used with each benefit.

OPTIONAL FEATURE FOR HIGHEST DAILY GRO and GRO PLUS 2008
If you  currently  own an Annuity and have elected,  as of the date of this  Supplement,  the Highest Daily GRO benefit or the GRO Plus
2008 benefit,  you can elect this optional  feature,  at no additional  cost,  which  utilizes a new asset  transfer  formula.  The new
predetermined  mathematical  formula is  described  below and will replace the  "Transfer  Calculation"  portion of the asset  transfer
formula  currently  used in  connection  with your benefit on a prospective  basis.  This election may only be made once and may not be
revoked once elected. The new asset transfer formula is added to Appendix I in your prospectus, and is provided below.

Although we employ several AST bond portfolio  Sub-accounts  for purposes of the benefit,  the formula  described in the next paragraph
operates so that your Account Value may be allocated to only one AST bond  portfolio  Sub-account  at one time. In the  description  of
the formula in the next paragraph,  we refer to the AST bond portfolio  Sub-account in which you are invested  immediately prior to any
potential  asset transfer as the "Current AST bond portfolio  Sub-account."  The formula may dictate that a transfer out of the Current
AST bond portfolio  Sub-account be made, or alternatively may mandate a transfer into an AST bond portfolio  Sub-account.  Any transfer
into an AST bond portfolio Sub-account will be directed to the AST bond portfolio  Sub-account  associated with the "current liability"
(we refer to that  Sub-account  as the  "Transfer  AST bond  portfolio  Sub-account").  Note  that if the  Current  AST bond  portfolio
Sub-account is associated with the current liability,  then that Sub-account would be the Transfer AST bond portfolio Sub-account,  and
we would simply transfer additional assets into the Sub-account if dictated by the formula.

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

If you make additional  purchase payments to your Annuity while the transfer  restriction of the 90% cap rule is in effect, the formula
will not transfer any of such  additional  purchase  payments to the Transfer AST bond  portfolio  Sub-account  at least until there is
first a transfer out of the Transfer AST bond portfolio  Sub-account,  regardless of how much of your Account Value is in the Permitted
Sub-accounts.  This means that there could be scenarios under which,  because of the additional  purchase  payments you make, less than
90% of your entire Account Value is allocated to the Transfer AST bond portfolio  Sub-account,  and the formula will still not transfer
any of your  Account  Value to the  Transfer  AST bond  portfolio  Sub-account  (at least  until  there is first a transfer  out of the
Transfer AST bond portfolio Sub-account).

For example,
o March 19,  2010 - a transfer is made that  results in the 90% cap rule being met and now $90,000 is  allocated  to the  Transfer  AST
   bond portfolio Sub-account and $10,000 is allocated to the Permitted Sub-accounts.
o March 20,  2010 - you make an  additional  purchase  payment of  $10,000.  No  transfers  have been made from the  Transfer  AST bond
   portfolio Sub-account to the Permitted Sub-accounts since the cap went into effect on March 19, 2010.
o As of March 20, 2010 (and at least  until  first a transfer is made out of the  Transfer  AST bond  portfolio  Sub-account  under the
   formula) the $10,000  payment is allocated to the  Permitted  Sub-accounts  and now you have 82% in the Transfer AST bond  portfolio
   Sub-account  and 18% in the  Permitted  Sub-accounts  (such that $20,000 is allocated to the Permitted  Sub-accounts  and $90,000 is
   allocated to the Transfer AST bond portfolio Sub-account).
o Once there is a transfer out of the Transfer AST bond portfolio  Sub-account  (of any amount),  the formula will operate as described
   above,  meaning that the formula could transfer  amounts to or from the Transfer AST bond  portfolio  Sub-account if dictated by the
   formula (subject to the 90% cap rule).

If at the time you elect the 90% cap rule, more than 90% of your Account Value is allocated to an AST bond portfolio  Sub-account  used
with the benefit,  a transfer  will be made from the AST bond  portfolio  Sub-account  such that Account Value will be allocated 90% to
the AST bond portfolio  Sub-account  and 10% will be allocated to your elected  Sub-accounts.  Amounts to be  transferred  from the AST
bond portfolio  Sub-account to your elected Sub-accounts will be transferred  according to the following  "hierarchy" (i.e., if a given
item is inapplicable,  we use the next instruction that is applicable):  (a) the percentages  dictated by any existing asset allocation
program; or (b) the percentages dictated by any  auto-rebalancing  program; or (c) pro-rata according to amounts currently held in your
elected  Sub-accounts;  or (d)  according to the  currently-effective  allocation  instructions  used for the  allocation of subsequent
Purchase  Payments.  It is possible that additional  transfers might occur after this initial transfer if dictated by the formula.  The
amount of such additional  transfer(s)  will vary. If, on the date this feature is elected,  100% of your Account Value is allocated to
the  Transfer  AST bond  portfolio  Sub-account,  a  transfer  of an amount  equal to 10% of your  Account  Value  will be made to your
Permitted Sub-accounts.

It is possible  than an  additional  transfer to the  Permitted  Sub-accounts  could occur the  following  Valuation  Day,  and in some
instances  (based upon the  formula)  this  additional  transfer  could be large.  Thereafter,  your Account  Value can be  transferred
between the Transfer AST bond portfolio  Sub-account and your Permitted  Sub-accounts as frequently as daily, based on what the formula
prescribes.

Once the transfer  restriction of the 90% cap rule is triggered,  future  transfers  into the Transfer AST bond  portfolio  Sub-account
will not be made  (regardless of the  performance of the Transfer AST bond portfolio  Sub-account  and the Permitted  Sub-accounts)  at
least  until there is first a transfer  out of the  Transfer  AST bond  portfolio  Sub-account.  Once this  transfer  occurs out of the
Transfer AST bond portfolio  Sub-account,  future amounts may be transferred to or from the Transfer AST bond portfolio  Sub-account if
dictated by the formula (subject to the 90% cap rule).

Important Considerations When Electing this Feature:
o At any given time, some, most or none of your Account Value may be allocated to the Transfer AST bond portfolio Sub-account.
o Please be aware that  because of the way the 90% cap rule asset  transfer  formula  operates,  it is possible  that more than or less
   than 90% of your Account Value may be allocated to the Transfer AST bond portfolio Sub-account.
o If this feature is elected, any Account Value transferred to the Permitted  Sub-accounts is subject to the investment  performance of
   those Sub-accounts. Your Account Value can go up or down depending on the performance of the Permitted Sub-accounts you select.
o Your election of the 90% cap rule will not result in your losing the  guarantees  you had  accumulated  under your  existing  Highest
   Daily GRO benefit or GRO Plus 2008 benefit.

The following is added to Appendix I in your prospectus:

                         FORMULA FOR ANNUITIES WITH 90% CAP RULE FEATURE - GRO PLUS 2008 AND HIGHEST DAILY GRO

The following are the terms and definitions referenced in the transfer calculation formula:
o AV is the current Account Value of the Annuity
o V is the current Account Value of the elected Sub-accounts of the Annuity
o B is the total current value of the AST bond portfolio Sub-account
o Cl is the lower target value. Currently, it is 79%.
o Ct is the middle target value. Currently, it is 82%.
o Cu is the upper target value. Currently, it is 85%.
o T is the amount of a transfer into or out of the Transfer AST bond portfolio Sub-account.

For each guarantee provided under the benefit,
o Gi is the guarantee amount
o Ni is the number of days until the maturity date
o di is the discount rate  applicable to the number of days until the maturity  date.  It is determined  with  reference to a benchmark
         index,  reduced by the Discount  Rate  Adjustment  and subject to the  discount  rate  minimum.  The  discount  rate  minimum,
         beginning on the effective date of the benefit,  is three percent,  and will decline monthly over the first twenty-four months
         following  the  effective  date of the benefit to one percent in the  twenty-fifth  month,  and will remain at one percent for
         every month thereafter.  Once selected,  we will not change the applicable benchmark index. However, if the benchmark index is
         discontinued,  we will  substitute a successor  benchmark  index,  if there is one.  Otherwise we will substitute a comparable
         benchmark index. We will obtain any required regulatory approvals prior to substitution of the benchmark index.




Transfer Calculation


The formula, which is set on the Effective Date of the 90% Cap Rule, and is not changed while the benefit is in effect, determines,
on each Valuation Day, when a transfer is required.


On the Effective Date of the 90% Cap Rule (and only on this date), the following asset transfer calculation is performed to determine
the amount of Account Value allocated to the AST bond portfolio Sub-account:


 If (B / (V + B) > .90), then


T = B - [(V + B) * .90]


If T as described above is greater than $0, then that amount ("T") is transferred from the AST bond portfolio Sub-account to the
elected Sub-accounts and no additional transfer calculations are performed on the Effective Date of the 90% Cap Rule. Any transfers
into the AST bond portfolio Sub-account are suspended. The suspension will be lifted once a transfer out of the AST bond portfolio
Sub-account occurs.


On each Valuation Date thereafter (including the Effective Date of the 90% Cap Rule, provided (B / (V + B) < = .90), the formula
begins by determining the value on that Valuation Day that, if appreciated at the applicable discount rate, would equal the Guarantee
Amount at the end of the Guarantee Period. We call the greatest of these values the "current liability (L)."


L = MAX(Li), where Li = Gi / (1 + di) (Ni/365)

Next the formula calculates the following formula ratio:

r = (L - B) / V

If the formula  ratio exceeds an upper target value,  then all or a portion of the Account  Value will be  transferred  to the AST bond
portfolio  Sub-account  associated  with the  current  liability,  subject  to the rule that  prevents  a  transfer  into that AST bond
portfolio  Sub-account if 90% or more of Account Value is in that Sub-account (the "90% cap rule").  If, at the time we make a transfer
to the AST bond  portfolio  Sub-account  associated  with the  current  liability,  there is  Account  Value  allocated  to an AST bond
portfolio  Sub-account not associated with the current liability,  we will transfer all assets from that AST bond portfolio Sub-account
to the AST bond portfolio Sub-account associated with the current liability.

The formula will transfer assets into the Transfer AST bond portfolio Sub-account if r > Cu, subject to the 90% cap rule.

The transfer amount is calculated by the following formula:

T = {Min(MAX(0, (.90 * (V + B)) - B), [L - B - V * Ct] / (1 - Ct))}

If the formula ratio is less than a lower target value and there are assets in the Transfer AST bond  portfolio  Sub-account,  then the
formula will transfer assets out of the Transfer AST bond portfolio Sub-account into the elected Sub-accounts.

The formula will transfer assets out of the Transfer AST bond portfolio Sub-account if r < Cl and B > 0.

The transfer amount is calculated by the following formula:

T = {Min(B, - [L - B - V * Ct] / (1 - Ct))}

If, following a transfer to the elected  Sub-accounts,  there are assets remaining in an AST bond portfolio  Sub-account not associated
with the  current  liability,  we will  transfer  all  assets  from  that  AST bond  portfolio  Sub-account  to the AST bond  portfolio
Sub-account associated with the current liability.

If transfers  into the AST bond  portfolio  Sub-account  are  restricted  due to the  operation  of the 90% cap rule,  then we will not
perform any intra-AST bond portfolio  Sub-account  transfers.  However, if assets transfer out of an AST bond portfolio Sub-account and
into the elected  Sub-accounts  due to the maturity of the AST bond  portfolio,  by operation of the formula,  assets may  subsequently
transfer to another AST bond portfolio Sub-account that is associated with a future guarantee, subject to the 90% cap rule.







H. FORMULA FOR HIGHEST DAILY GRO II AND GRO PLUS II

The following are the terms and definitions referenced in the transfer calculation formula:

o AV is thecurrent Account Value of the Annuity
o VV is the current Account Value of the elected Sub-accounts of the Annuity
o VF is the current Account Value of any fixed-rate Sub-accounts of the Annuity
o B is the total current value of the AST bond portfolio Sub-account
o Cl is the lower target value. Currently, it is 79%.
o Ct is the middle target value. Currently, it is 82%.
o Cu is the upper target value. Currently, it is 85%.
o T is the amount of a transfer into or out of the AST bond portfolio Sub-account.

For each guarantee provided under the benefit,
o Gi is the guarantee amount
o Ni is the number of days until the maturity date
o di is the discount rate  applicable to the number of days until the maturity  date.  It is determined  with  reference to a benchmark
         index,  reduced by the Discount  Rate  Adjustment  and subject to the  discount  rate  minimum.  The  discount  rate  minimum,
         beginning on the effective date of the benefit,  is three percent,  and will decline monthly over the first twenty-four months
         following  the  effective  date of the benefit to one percent in the  twenty-fifth  month,  and will remain at one percent for
         every month thereafter.  Once selected,  we will not change the applicable benchmark index. However, if the benchmark index is
         discontinued,  we will  substitute a successor  benchmark  index,  if there is one.  Otherwise we will substitute a comparable
         benchmark index. We will obtain any required regulatory approvals prior to substitution of the benchmark index.

The formula, which is set on the effective date and is not changed while the benefit is in effect,  determines,  on each Valuation Day,
when a transfer is required.

The formula begins by determining  the value on that  Valuation Day that, if appreciated at the applicable  discount rate,  would equal
the guarantee amount at the end of each applicable guarantee period. We call the greatest of these values the "current liability (L)."

L = MAX(Li), where Li = Gi / (1 + di) (Ni/365)

Next the formula calculates the following formula ratio:

r = (L - B) / (VV + VF)

If the formula  ratio exceeds an upper target value,  then all or a portion of the Account  Value will be  transferred  to the AST bond
portfolio  Sub-account  associated with the current liability subject to the rule that prevents a transfer into that AST bond portfolio
Sub-account  if 90% or more of Account  Value is in that  Sub-account  ( "90% cap rule").  If at the time we make a transfer to the AST
bond  portfolio  Sub-account  associated  with the  current  liability  there  is  Account  Value  allocated  to an AST bond  portfolio
Sub-account  not associated  with the current  liability,  we will transfer all assets from that AST bond portfolio  Sub-account to the
AST bond portfolio Sub-account associated with the current liability.

The formula will transfer assets into the AST bond portfolio Sub-account if r > Cu, subject to the 90% cap rule.

The transfer amount is calculated by the following formula:

T = {Min(MAX(0, (.90 * (VV + VF + B)) - B), [L - B - (VV + VF) * Ct] / (1 - Ct))}

If the formula  ratio is less than a lower target value and there are assets in the AST bond  portfolio  Sub-account,  then the formula
will transfer assets out of the AST bond portfolio Sub-account into the elected Sub-accounts.

The formula will transfer assets out of the AST bond portfolio Sub-account if r < Cl and B > 0.

The transfer amount is calculated by the following formula:

T = {Min(B, - [L - B - (VV + VF) * Ct] / (1 - Ct))}

If following a transfer to the elected  Sub-accounts,  there are assets  remaining in a AST bond portfolio  Sub-account  not associated
with the  current  liability,  we will  transfer  all  assets  from  that  AST bond  portfolio  Sub-account  to the AST bond  portfolio
Sub-account associated with the current liability.

If transfers  into the AST bond  portfolio  Sub-account  are  restricted  due to the  operation  of the 90% cap rule,  then we will not
perform any intra-AST bond portfolio  Sub-account  transfers.  However, if assets transfer out of an AST bond portfolio Sub-account and
into the elected  Sub-accounts  due to the maturity of the AST bond  portfolio,  by operation of the formula,  assets may  subsequently
transfer to another AST bond portfolio Sub-account that is associated with a future guarantee, subject to the 90% cap.

I. AMENDED DISCLOSURE PERTAINING TO HIGHEST DAILY GRO
We revise the  following  line item (and  footnote  3) in the section of your  prospectus  entitled  "Your  Optional  Benefit  Fees and
Charges" to read as appears  below.  This change  reflects the fact that the current charge and maximum charge for this benefit are the
same, and thus clarifies the comparable portion of the May 1, 2009 prospectus.

- --------------------------------------------------------------------------------------------------------------------------------------
                                              YOUR OPTIONAL BENEFIT FEES AND CHARGES(1)
- --------------------------------------------------------------------------------------------------------------------------------------
- -------------------------- ----------------------- --------------------- -------------------- -------------------- -------------------
    OPTIONAL BENEFIT          OPTIONAL BENEFIT         TOTAL ANNUAL         TOTAL ANNUAL         TOTAL ANNUAL         TOTAL ANNUAL
                                 FEE/CHARGE             CHARGE(2)             CHARGE(2)            CHARGE(2)           CHARGE(2)
                            (as a percentage of        for ASAP III          for APEX II          for ASL II            for XT6
                              Sub-account net
                               assets, unless
                            otherwise indicated)
- -------------------------- ----------------------- --------------------- -------------------- -------------------- -------------------
- -------------------------- ----------------------- --------------------- -------------------- -------------------- -------------------
HIGHEST DAILY GRO

Current and Maximum
Charge(3)                          0.60%                  1.85%                 2.25%                2.25%               2.25%

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

HOW CHARGE IS DETERMINED

1) Highest  Daily GRO:  Charge for this benefit is assessed  against the average daily net assets of the  Sub-accounts.  If you elected
the benefit prior to May 1, 2009,  the fees are as follows:  The current  charge is .35% of  Sub-account  assets.  For ASAP III,  1.60%
total annual charge  applies in Annuity Years 1-8 and 1.00%  thereafter.  For APEX II and ASL II, 2.00% total annual charge  applies in
all Annuity Years,  and for XT6, 2.00% total annual charge  applies in Annuity Years 1-10 and is 1.00%  thereafter.  If you elected the
benefit on or after May 1, 2009,  the fees are as follows:  For ASAP III,  1.85% total annual  charge  applies in Annuity Years 1-8 and
1.25%  thereafter.  For APEX II and ASL II, 2.25% total annual charge  applies in all Annuity  Years,  and for XT6,  2.25% total annual
charge applies in Annuity Years 1-10 and is 1.25% thereafter.
2) The Total Annual Charge includes the Insurance  Charge and  Distribution  Charge (if applicable)  assessed against the average daily
net assets  allocated to the  Sub-accounts.  If you elect more than one optional  benefit,  the Total Annual  Charge would be higher to
include the charge for each optional benefit.
3) Because there is no higher charge to which we could increase the current  charge,  the current charge and maximum charge are one and
the same.  Thus,  so long as you  retain  the  benefit,  we cannot  increase  your  charge  for the  benefit.  However,  subject to any
regulatory  approval,  we do reserve  the right to  increase  the charge for  newly-issued  Annuities  that elect the  benefit  and for
existing Annuities that elect or re-add the benefit post-issue.

J.  OTHER INFORMATION:
a.  Contingent on shareholder approval,  effective on or about November 13, 2009, the AST Focus Four Plus Portfolio will merge into the
     AST First Trust Capital  Appreciation  Target  Portfolio.  Thereafter,  the AST Focus Four Plus Portfolio will cease to exist, and
     any Account Value that had been invested in the AST Focus Four Plus Portfolio Sub-account  immediately prior to the merger will be
     transferred into the AST First Trust Capital Appreciation Target Portfolio Sub-account.
b.  The following  underlying  portfolios are added as Sub-accounts to your Annuity effective January 4, 2010, however please note that
     you may not make Purchase Payments to, or transfer Account Value to or from, these  Sub-accounts,  and that these Sub-accounts are
     available  only with  certain  living  benefits.  In the  section  entitled  "Summary of Contract  Fees and  Charges,"  we add the
     following to the table of Underlying Mutual Fund Portfolio Annual Expenses:


                       UNDERLYING PORTFOLIO                          Management Fee      Other     (12b-1)      Acquired    Total Annual
                                                                                                                Portfolio
                                                                                                                 Fees &       Portfolio
                                                                                       Expenses       Fee       Expenses      Expenses
- ------------------------------------------------------------------- ----------------- ------------ ----------- ------------ --------------
AST Bond Portfolio 2017                                                  0.65%*         0.31%**      0.00%        0.00%       0.96%***
AST Bond Portfolio 2021                                                  0.65%*         0.31%**      0.00%        0.00%       0.96%***

         * The contractual  investment  management fee rate is subject to certain breakpoints.  In the event the combined average daily
   net assets of the AST Bond Portfolio  2017, the AST Bond Portfolio  2021, the AST Bond Portfolio  2015, the AST Bond Portfolio 2016,
   the AST Bond Portfolio 2018, the AST Bond Portfolio  2019, the AST Bond Portfolio 2020, and the AST Investment  Grade Bond Portfolio
   (each, a Bond Portfolio and collectively,  the Bond Portfolios) do not exceed $500 million,  each Portfolio's  investment management
   fee rate  will  equal  0.65% of its  average  daily net  assets.  In the event the  combined  average  daily net  assets of the Bond
   Portfolios  exceed $500 million,  the portion of a Portfolio's  assets to which the investment  management fee rate of 0.65% applies
   and the portion of a Portfolio's  assets to which the  investment  management  fee rate of 0.64% applies will be determined on a pro
   rata basis. Such fee would be computed as follows.

                          [0.65% x ($500 million x Individual Portfolio Assets / Combined Portfolio Assets)] +

             [0.64% x (Combined Portfolio Assets - $500 million) x Individual Portfolio Assets / Combined Portfolio Assets]

  **  Estimates  based on an assumed  average  daily net asset level of $50 million  for each  Portfolio  during the fiscal year ending
   December 31, 2010. As used in connection  with each  Portfolio,  "other  expenses"  includes  expenses for  accounting and valuation
   services,  custodian  fees,  audit and legal fees,  transfer agency fees, fees paid to  non-interested  Trustees,  and certain other
   miscellaneous items. Each Portfolio also will pay participating  insurance companies an administrative  services fee of 0.10% of its
   average daily net assets on an annualized basis, subject to certain voluntary asset-based breakpoints.  Such administrative services
   fee will compensate  participating  insurance  companies for providing  certain  services to beneficial  shareholders in lieu of the
   Trust, including the printing and mailing of fund prospectuses and shareholder reports.

   ***  Estimates  based on an assumed  average daily net asset level of $50 million for each  Portfolio  during the fiscal year ending
   December 31, 2010. The Investment Managers have contractually  agreed to waive a portion of their investment  management fees and/or
   reimburse certain expenses for each Portfolio so that each Portfolio's  investment management fees plus other expenses (exclusive in
   all cases of taxes,  interest,  brokerage  commissions,  distribution  fees,  acquired  fund fees and  expenses,  and  extraordinary
   expenses) do not exceed 1.00% of each Portfolio's average daily net assets for the fiscal year ending December 31, 2010.

c.    In the section entitled "Investment Options", we add the following to the table of "Investment Objectives/Policies"

    ---------------------------------------------------------------------------------------------------------------------------------
         STYLE/TYPE                                                                                             PORTFOLIO ADVISOR/
                                                    INVESTMENT OBJECTIVES/POLICIES                                 SUB-ADVISOR
    ---------------------------------------------------------------------------------------------------------------------------------
    ---------------------------------------------------------------------------------------------------------------------------------
                                                         ADVANCED SERIES TRUST
    ---------------------------------------------------------------------------------------------------------------------------------
    ---------------------------------------------------------------------------------------------------------------------------------
        Fixed Income     AST Bond Portfolio 2017:  seeks the highest  potential total return  consistent with Prudential Investment
                         its specified level of risk tolerance to meet the parameters  established to support
                         the GRO benefits and maintain  liquidity to support changes in market conditions for
                         a fixed  maturity of 2017.  Please note that you may not make Purchase  Payments to,
                         or transfer  Account Value to or from,  this  portfolio,  and that this portfolio is    Management, Inc.
                         available only with certain living benefits.
    ---------------------------------------------------------------------------------------------------------------------------------
    ---------------------------------------------------------------------------------------------------------------------------------
                         AST Bond Portfolio 2021:  seeks the highest  potential total return  consistent with
                         its specified level of risk tolerance to meet the parameters  established to support
                         the GRO benefits and maintain  liquidity to support changes in market conditions for Prudential Investment
        Fixed Income     a fixed  maturity of 2021.  Please note that you may not make Purchase  Payments to,    Management, Inc.
                         or transfer  Account Value to or from,  this  portfolio,  and that this portfolio is
                         available only with certain living benefits.
    ---------------------------------------------------------------------------------------------------------------------------------






                                                                                        Prudential Annuities Life Assurance Corporation

OPTIMUMSM
OPTIMUM FOURSM
OPTIMUM PLUSSM

                                                  Supplement dated November 16, 2009
                                                                  To
                                                    Prospectuses dated May 1, 2009

This supplement should be read and retained with the prospectus for your Annuity. If you would like another copy of the prospectus,
please call us at 1-888-PRU-2888.

This supplement  describes two new guaranteed minimum  accumulation  benefits called Highest DailySM Guaranteed Return Option SM II and
Guaranteed  Return  OptionSM  Plus II. Each of these  benefits  is an optional  benefit  available  under each of the  above-referenced
Annuities.

This supplement also describes an option available to those currently  participating  in Highest Daily GROSM or GRO Plus 2008SM,  under
which they may elect,  at no cost, a "90% cap rule" that limits the amount of Account Value that may be  transferred  into the required
AST bond portfolio  Sub-account.  If you elect the 90% cap rule, we will replace the current  formula  governing  asset transfers under
the benefit with a formula that will transfer no more than 90% of Account Value into the applicable AST bond portfolio Sub-account.

Highest  DailySM  Guaranteed  Return  OptionSM II (HD GROSM II) and  Guaranteed  Return  OptionSM Plus II (GRO Plus II) are  guaranteed
optional  accumulation  benefits.  In contrast to an optional lifetime income benefit that guarantees a specified amount of withdrawals
for life, an accumulation  benefit  guarantees a minimum account value as of a designated  future date.  Thus,  either HD GRO II or GRO
Plus II may be an  appropriate  option for an annuity owner who wants a guaranteed  minimum  account value after a specified  number of
years.  Because the  guarantee  inherent in each benefit does not take effect  until a specified  number of years into the future,  you
should elect such a benefit only if your investment time horizon is of at least that duration.  Please see the introductory  section of
"Living  Benefits" in the prospectus for a general  discussion of our optional  living  benefits.  As is the case with optional  living
benefits in general, the fulfillment of our guarantee under these benefits is dependent on our claims-paying ability.

A. We include the following revised entry in the "GLOSSARY OF TERMS" section of the prospectus:

Guaranteed Return Option PlusSM (GRO  Plus)SM/Guaranteed  Return Option Plus 2008SM (GRO Plus 2008)SM/  Guaranteed Return OptionSM Plus
II (GRO Plus  II)/Guaranteed  Return Option  (GRO)(R)/Highest  Daily  Guaranteed  Return Option (Highest Daily GRO)SM /Highest  DailySM
Guaranteed  Return  OptionSM II (HD GROSM II): Each of GRO Plus, GRO Plus 2008, GRO, GRO Plus II, Highest Daily GRO, 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.

B. We revise the section entitled "Your Optional Benefit Fees and Charges" to add the following line items that set forth the fee for
each of HD GRO II and GRO Plus II:
- -------------------------------------------------------------------------------------------------------------------------------------
                                             YOUR OPTIONAL BENEFITS FEES AND CHARGES(1)
- -------------------------------------------------------------------------------------------------------------------------------------
- ------------------------- -------------------------- -------------------------- ---------------------- ------------------------------
    OPTIONAL BENEFIT          OPTIONAL BENEFIT        TOTAL ANNUAL CHARGE(2)        TOTAL ANNUAL          TOTAL ANNUAL CHARGE(2)
                                 FEE/CHARGE                 for OPTIMUM               CHARGE(2)              for OPTIMUM PLUS
                             (as a percentage of                                  for OPTIMUM FOUR
                           Sub-account net assets,
                              unless otherwise
                                 indicated)
- ------------------------- -------------------------- -------------------------- ---------------------- ------------------------------
- ------------------------- -------------------------- -------------------------- ---------------------- ------------------------------
      GRO PLUS II
  Current and Maximum
       Charge(3)                    0.60%                      1.85%                    2.25%                      2.25%

- ------------------------- -------------------------- -------------------------- ---------------------- ------------------------------
- ------------------------- -------------------------- -------------------------- ---------------------- ------------------------------
  HIGHEST DAILY GRO II
  Current and Maximum
       Charge(3)
                                    0.60%                      1.85%                    2.25%                      2.25%

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



HOW CHARGE IS DETERMINED
1) GRO Plus II. Charge for this benefit is assessed against the average daily net assets of the  Sub-accounts.  For Optimum,  the 1.85%
total annual charge  applies in Annuity Years 1-8 and is 1.25%  thereafter.  For Optimum Four, the 2.25% total annual charge applies in
all Annuity Years, and for Optimum Plus, the 2.25% total annual charge applies in Annuity Years 1-10 and is 1.25% thereafter.
Highest Daily GRO II. Charge for this benefit is assessed against the average daily net assets of the  Sub-accounts.  For Optimum,  the
1.85% total annual  charge  applies in Annuity  Years 1-8 and is 1.25%  thereafter.  For Optimum  Four,  the 2.25% total annual  charge
applies in all  Annuity  Years,  and for  Optimum  Plus,  the 2.25%  total  annual  charge  applies in Annuity  Years 1-10 and is 1.25%
thereafter.
2) The Total Annual Charge includes the Insurance  Charge and  Distribution  Charge (if applicable)  assessed against the average daily
net assets  allocated to the  Sub-accounts.  If you elect more than one optional  benefit,  the Total Annual  Charge would be higher to
include the charge for each optional benefit.
3) Because there is no higher charge to which we could increase the current  charge,  the current charge and maximum charge are one and
the same.  Thus,  so long as you  retain  the  benefit,  we cannot  increase  your  charge  for the  benefit.  However,  subject to any
regulatory  approval,  we do reserve  the right to  increase  the charge for  newly-issued  Annuities  that elect the  benefit  and for
existing Annuities that elect or re-add the benefit post-issue.

C. The "Summary - Options for Guaranteed Accumulation" section is revised, in pertinent part, as follows:

These benefits contain detailed provisions, so please see the following sections of the prospectus for complete details:
o Guaranteed Return Option Plus 2008*
o Highest Daily GRO*
o Guaranteed Return Option Plus II
o Highest Daily GRO II

* No longer available for new elections in a given state once Highest Daily GRO II and GRO Plus II, respectively, is approved in that
State.


D. With respect to the "Investment  Options"  section of the prospectus,  we restate the second  paragraph to include Highest Daily GRO
II and GRO Plus II as optional benefits that require participation in LPL's asset allocation programs:

When you purchase one of the Annuities,  you will be required to participate in LPL's asset  allocation  program which does not utilize
all of the investment  options available under the Annuities.  Unless you have elected an optional benefit that requires you to stay in
the asset allocation  program,  you will be permitted to transfer Account Value out of the asset allocation  program  subsequent to the
Issue Date.  Currently,  the  following  optional  benefits  require that you maintain  your Account  Value in one or more of the asset
allocation  programs:  Lifetime Five, Spousal Lifetime Five, Highest Daily Lifetime Five, Highest Daily Lifetime Seven, Spousal Highest
Daily Lifetime  Seven,  the Highest Daily Lifetime 7 Plus  benefits,  the Highest Daily Lifetime 6 Plus benefits,  GRO Plus II, Highest
Daily GRO II, and the Highest  Daily Value death  benefit.  The asset  allocation  program is offered by LPL. We have not  designed the
models or the program,  and we are not responsible for them. Our role is limited to administering the model you select.  For additional
information,  see Appendix C - "Additional  Information on Asset  Allocation  Programs." If your Annuity is no longer held through LPL,
we will not  require you to continue  to  participate  in LPL's asset  allocation  program.  In that event,  you will be  permitted  to
allocate your Account Value to any permitted  Portfolio  (unless you are obligated to invest in specified  Portfolios to participate in
an optional benefit).

E. Guaranteed Return Option Plus II
We add the following to the section entitled "Living Benefits."

Guaranteed Return Option Plus II (GRO Plus II)
You can elect this benefit on the Issue Date of your Annuity, or at any time thereafter if available. In addition, you may cancel GRO
Plus II and then re-elect the benefit beginning on the next Valuation Day if available, provided that your Account Value is allocated
as required by the benefit and you otherwise meet our eligibility rules. If you cancel the benefit, you lose all guarantees that you
had accumulated under the benefit. The initial guarantee under the newly-elected benefit will be based on your current Account Value
at the time the new benefit becomes effective on your Annuity. GRO Plus II is not available if you participate in any other optional
living benefit. However, GRO Plus II may be elected together with any optional death benefit, other than the Highest Daily Value
Death Benefit As detailed below under "Key Feature - Allocation of Account Value", your participation in this benefit among other
things entails your participation in a program that, as dictated by a predetermined mathematical formula, may transfer your Account
Value between your elected Sub-accounts and an AST bond portfolio Sub-account.

Under GRO Plus II, we guarantee  that the Account Value on the date that the benefit is added to your Annuity  (adjusted for subsequent
purchase  payments and  withdrawals  as detailed  below) will not be any less than that original  value on the seventh  anniversary  of
benefit election and each anniversary  thereafter.  We refer to this initial guarantee as the "base guarantee." In addition to the base
guarantee,  GRO Plus II offers the  possibility of an enhanced  guarantee.  You may "manually"  lock in an enhanced  guarantee once per
"benefit year" (i.e., a year beginning on the date you acquired the benefit and each  anniversary  thereafter) if your Account Value on
that Valuation Day exceeds the amount of any  outstanding  base guarantee or enhanced  guarantee.  If you elect to manually  lock-in an
enhanced  guarantee on an anniversary of the effective date of the benefit,  that lock-in will not count toward the one elective manual
lock-in you may make each benefit year. We guarantee that the Account Value  locked-in by that enhanced  guarantee will not be any less
seven years later, and each anniversary of that date thereafter.  In addition,  you may elect an automatic  enhanced  guarantee feature
under which, if your Account Value on a benefit  anniversary  exceeds the highest  existing  guarantee by 7% or more, we guarantee that
such Account Value will not be any less seven benefit  anniversaries  later and each benefit anniversary  thereafter.  You may maintain
only one enhanced  guarantee  in addition to your base  guarantee.  Thus,  when a new  enhanced  guarantee  is created,  it cancels any
existing enhanced  guarantee.  However,  the fact that an enhanced guarantee was effected  automatically on a benefit  anniversary does
not prevent you from  "manually"  locking-in  an enhanced  guarantee  during the ensuing  benefit year.  Conversely,  the fact that you
"manually"  locked in an enhanced  guarantee  does not preclude the  possibility of an automatic  enhanced  guarantee on the subsequent
benefit  anniversary.  You may elect to terminate an enhanced  guarantee  without also  terminating the base guarantee.  If you do, any
amounts  held in the AST bond  portfolio  Sub-account  with  respect  to that  enhanced  guarantee  will be  transferred  to your other
Sub-accounts in accordance with your most recent allocation instructions (see below "Key Feature - Allocation of Account Value").

Amounts  held in an AST bond  portfolio  Sub-account  with respect to the base  guarantee  will not be  transferred  as a result of the
termination of an enhanced  guarantee.  You may not lock in an enhanced  guarantee,  either manually or through our optional  automatic
program,  within seven years of the date by which annuity  payments must commence under the terms of your Annuity  (please see "How and
When Do I Choose The Annuity Payment  Option?" in the prospectus for further  information on your maximum Annuity Date).  The inability
to lock in an enhanced  guarantee  referenced in the  immediately  preceding  sentence also applies to a new Owner who has acquired the
Annuity from the original Owner.

In general,  we refer to a date on which the Account Value is guaranteed to be present as the "maturity  date". If the Account Value on
the maturity date is less than the guaranteed  amount,  we will  contribute  funds from our general account to bring your Account Value
up to the  guaranteed  amount.  If the  maturity  date is not a  Valuation  Day,  then we would  contribute  such an amount on the next
Valuation  Day. We will allocate any such amount to each  Sub-account  (other than the AST bond  portfolio  Sub-account  used with this
benefit and described below) in accordance with your most recent allocation  instructions.  Regardless of whether we need to contribute
funds at the end of a guarantee  period,  we will at that time  transfer  all amounts  held within the AST bond  portfolio  Sub-account
associated with the maturing  guarantee to your other  Sub-accounts  on a pro rata basis,  unless your Account Value is being allocated
according  to an asset  allocation  program,  in such case your  Account  Value  will be  transferred  according  to the  program.  The
guarantees  provided by the benefit exist only on the  applicable  maturity  date(s).  However,  due to the ongoing  monitoring of your
Account  Value,  and the  transfer of Account  Value to support our future  guarantees,  the benefit may provide some  protection  from
significant  Sub-account  losses. For this same reason, the benefit may limit your ability to benefit from Sub-account  increases while
it is in effect.

We increase  both the base  guarantee and any enhanced  guarantee by the amount of each  Purchase  Payment  (including  any  associated
purchase  Credits) made subsequent to the date that the guarantee was  established.  For example,  if the effective date of the benefit
was January 1, 2010 and the Account  Value was  $100,000 on that date,  then a $30,000  Purchase  Payment  made on March 30, 2011 would
increase the base guarantee amount to $130,000.

If you make a withdrawal  (including any CDSC), we effect a proportional  reduction to each existing  guarantee  amount. We calculate a
proportional  reduction by reducing each existing guarantee amount by the percentage  represented by the ratio of the withdrawal amount
(including any CDSC) to your Account Value immediately prior to the withdrawal.

If you make a  withdrawal,  we will  deduct the  withdrawal  amount  pro rata from each of your  Sub-accounts  (including  the AST bond
portfolio Sub-account used with this benefit).

Any partial  withdrawal for payment of any third party  investment  advisory  service will be treated as a withdrawal,  and will reduce
each guarantee amount proportionally, in the manner indicated above.


EXAMPLE
This example is purely  hypothetical  and does not reflect the charges for the benefit or any other fees and charges under the Annuity.
It is intended to illustrate the proportional reduction of a withdrawal on each guarantee amount under this benefit.


Assume the following:
o The Issue Date is December 1, 2010
o The benefit is elected on December 1, 2010
o The Account Value on December 1, 2010 is $200,000, which results in a base guarantee of $200,000
o An enhanced guarantee amount of $300,000 is locked in on December 1, 2011
o The Account Value immediately prior to the withdrawal is equal to $300,000
o No CDSC is applicable

If a withdrawal of $50,000 is taken on December 15, 2011, all guarantee amounts will be reduced by the ratio the total withdrawal
amount represents of the Account Value just prior to the withdrawal being taken.


Here is the calculation (figures are rounded):

Withdrawal Amount divided by                                           $ 50,000
Account Value Before Withdrawal                                        $300,000
Equals ratio                                                            16.67%
 All guarantees will be reduced by the above ration (16.67%)
Base guarantee amount                                                   $166,667
 Enhanced guarantee amount                                              $250,000



Key Feature - Allocation of Account Value
We limit the Sub-accounts to which you may allocate  Account Value if you elect GRO Plus II. For purposes of this benefit,  we refer to
those  permitted  investment  options  (other  than the  required  bond  portfolio  Sub-accounts  discussed  below)  as the  "Permitted
Sub-accounts."

GRO Plus II uses a predetermined  mathematical  formula to help manage your guarantees  through all market cycles.  Because the formula
is made part of your Rider schedule supplement,  the formula applicable to you may not be altered once you elect the benefit.  However,
subject to regulatory  approval,  we do reserve the right to amend the formula for  newly-issued  Annuities  that elect or re-elect GRO
Plus II and for existing  Annuities that elect the benefit  post-issue.  This required  formula helps us manage our financial  exposure
under GRO Plus II, by moving  assets out of certain  Sub-accounts  if dictated  by the  formula  (see  below).  In essence,  we seek to
preserve the value of these assets,  by  transferring  them to a more stable option (i.e.,  one or more  specified  bond  portfolios of
Advanced Series Trust).  We refer to the Sub-accounts  corresponding  to these bond portfolios  collectively as the "AST bond portfolio
Sub-accounts".  The formula  also  contemplates  the  transfer of Account  Value from an AST bond  portfolio  Sub-account  to the other
Sub-accounts in certain other scenarios.  The formula is set forth in Section H of this Supplement.  A summary  description of each AST
bond  portfolio  Sub-account  appears within the Prospectus  section  entitled "What Are The Investment  Objectives and Policies Of The
Portfolios?" You will be furnished with a prospectus  describing the AST bond portfolios.  In addition,  you can find a copy of the AST
bond portfolio prospectus by going to www.prudentialannuities.com.

For purposes of operating  the GRO Plus II formula,  we have  included  within this Annuity  several AST bond  portfolio  Sub-accounts.
Each AST bond portfolio is unique,  in that its underlying  investments  generally mature at different times. For example,  there would
be an AST bond portfolio whose underlying  investments  generally  mature in 2020, an AST bond portfolio whose  underlying  investments
generally mature in 2021, and so forth. As discussed below,  the formula  determines the appropriate AST bond portfolio  Sub-Account to
which Account  Value is  transferred.  We will  introduce  new AST bond  portfolio  Sub-accounts  in  subsequent  years,  to correspond
generally to the length of new  guarantee  periods that are created  under this benefit (and the Highest  Daily GRO  benefits).  If you
have  elected  GRO Plus II, you may have  Account  Value  allocated  to an AST bond  portfolio  Sub-account  only by  operation  of the
predetermined  mathematical  formula,  and  thus  you  may not  allocate  purchase  payments  to or make  transfers  to or from  such a
Sub-account.  Please see the Prospectus for your Annuity and the prospectus for the Advanced  Series Trust for more  information  about
each AST bond portfolio used with this benefit.


Although we employ several AST bond portfolio  Sub-accounts  for purposes of the benefit,  the formula  described in the next paragraph
operates so that your Account  Value may be allocated to only one AST bond  portfolio  Sub-account  at one time.  On any day a transfer
into or out of the AST bond  portfolio  Sub-account  is made the  formula  may dictate  that a transfer  out of one AST bond  portfolio
Sub-account be made into another AST bond portfolio  Sub-account.  Any transfer into an AST bond portfolio Sub-account will be directed
to the AST bond  portfolio  Sub-account  associated  with the "current  liability",  as described  below.  As  indicated,  the AST bond
portfolio  Sub-accounts  are  employed  with this  benefit to help us mitigate  the  financial  risks  under our  guarantee.  Thus,  in
accordance with the formula applicable to you under the benefit,  we determine which AST bond portfolio  Sub-account your Account value
is transferred to, and under what circumstances a transfer is made.

In general,  the formula works as follows. On each Valuation Day, the formula  automatically  performs an analysis with respect to each
guarantee that is outstanding.  For each outstanding  guarantee,  the formula begins by determining the present value on that Valuation
Day that, if appreciated at the  applicable  "discount  rate",  would equal the  applicable  guarantee  amount on the maturity date. As
detailed in the  formula,  the discount  rate is an interest  rate  determined  by taking a benchmark  index used within the  financial
services  industry and then reducing that interest rate by a prescribed  adjustment.  Once  selected,  we do not change the  applicable
benchmark  index  (although we do reserve the right to use a new  benchmark  index if the  original  benchmark  is  discontinued).  The
greatest of each such  present  value is referred to as the  "current  liability"  in the  formula.  The formula  compares  the current
liability to the amount of your Account  Value held within the AST bond  portfolio  Sub-account  and to your Account  Value held within
the other Sub-accounts.  If the current liability,  reduced by the amount held within the AST bond portfolio  Sub-account,  and divided
by the amount held within your Permitted  Sub-accounts , exceeds an upper target value  (currently,  85%), then the formula will make a
transfer into the AST bond portfolio  Sub-account,  in the amount dictated by the formula (subject to the 90% cap discussed  below). If
the current  liability,  reduced by the amount held within the AST bond  portfolio  Sub-account,  and divided by the amount within your
Permitted  Sub-accounts,  is less than a lower target value  (currently,  79%), then the formula will transfer Account Value within the
AST bond portfolio Sub-account into the Permitted Sub-accounts in the amount dictated by the formula.

The formula will not execute a transfer to the AST bond  portfolio  Sub-account  that  results in more than 90% of your  Account  Value
being  allocated to the AST bond  portfolio  Sub-account  ("90% cap").  Thus,  on any  Valuation  Day, if the formula  would  require a
transfer to the AST bond  portfolio  Sub-account  that would  result in more than 90% of the Account  Value being  allocated to the AST
bond  portfolio  Sub-account,  only the amount  that  results in exactly  90% of the  Account  Value  being  allocated  to the AST bond
portfolio  Sub-account will be transferred.  Additionally,  future  transfers into the AST bond portfolio  Sub-account will not be made
(regardless of the performance of the AST bond portfolio  Sub-account and the Permitted  Sub-accounts)  at least until there is first a
transfer out of the AST bond  portfolio  Sub-account.  Once this  transfer  occurs out of the AST bond  portfolio  Sub-account,  future
amounts may be  transferred to or from the AST bond  portfolio  Sub-account if dictated by the formula  (subject to the 90% cap). At no
time will the formula make a transfer to the AST bond  portfolio  Sub-account  that  results in greater than 90% of your Account  Value
being  allocated to the AST bond  portfolio  Sub-account.  However,  it is possible  that,  due to the  investment  performance of your
allocations in the AST bond portfolio  Sub-account and your allocations in the Permitted  Sub-accounts  you have elected,  your Account
Value could be more than 90% invested in the AST bond portfolio  Sub-account.  If you make additional purchase payments to your Annuity
while the 90% cap is in effect,  the formula will not  transfer  any of such  additional  purchase  payments to the AST bond  portfolio
Sub-account  at least  until  there is first a  transfer  out of the AST bond  portfolio  Sub-account,  regardless  of how much of your
Account  Value is in the  Permitted  Sub-accounts.  This means that there could be  scenarios  under which,  because of the  additional
purchase  payments you make,  less than 90% of your entire  Account Value is allocated to the AST bond portfolio  Sub-account,  and the
formula  will still not  transfer  any of your Account  Value to the AST bond  portfolio  Sub-account  (at least until there is first a
transfer out of the AST bond portfolio Sub-account).

For example,
o March 19, 2010 - a transfer is made to the AST bond  portfolio  Sub-account  that results in the 90% cap being met and now $90,000 is
      allocated to the AST bond portfolio Sub-account and $10,000 is allocated to the Permitted Sub-accounts.
o March 20,  2010 - you make an  additional  purchase  payment of  $10,000.  No  transfers  have been made from the AST bond  portfolio
      Sub-account to the Permitted Sub-accounts since the cap went into effect on March 19, 2010.
o On March 20, 2010 (and at least until first a transfer is made out of the AST bond  portfolio  Sub-account  under the  formula) - the
      $10,000 payment is allocated to the Permitted  Sub-accounts  and on this date you have 82% in the AST bond portfolio  Sub-account
      and 18% in the Permitted  Sub-accounts (such that $20,000 is allocated to the Permitted  Sub-accounts and $90,000 to the AST bond
      portfolio Sub-account).
o Once there is a transfer out of the AST bond  portfolio  Sub-account  (of any amount),  the formula will operate as described  above,
      meaning  that the  formula  could  transfer  amounts to or from the AST bond  portfolio  Sub-account  if  dictated by the formula
      (subject to the 90% cap).

Under the operation of the formula,  the 90% cap may come into  existence and be removed  multiple  times while you  participate in the
benefit.  We will  continue to monitor  your  Account  Value daily and, if dictated by the  formula,  systematically  transfer  amounts
between the Permitted Sub-accounts you have chosen and the AST bond portfolio Sub-account as dictated by the formula.

As discussed  above,  each Valuation Day, the formula analyzes the difference  between your Account Value and your guarantees,  as well
as how long you have owned the benefit,  and  determines  if any portion of your Account Value needs to be  transferred  into or out of
the AST bond portfolio  Sub-accounts.  Therefore,  at any given time, some, none, or most of your Account Value may be allocated to the
AST bond portfolio Sub-accounts.

The amount that is  transferred  to and from the AST bond  portfolio  Sub-accounts  pursuant to the  formula  depends  upon a number of
factors unique to your Annuity (and is not necessarily  directly  correlated  with the securities  markets,  bond markets,  or interest
rates, in general) including:
o The difference between your Account Value and your guarantee amount(s);
o The amount of time until the maturity of your guarantee(s);
o The amount invested in, and the performance of, the Permitted Sub-accounts;
o The amount invested in, and the performance of, the AST bond portfolio Sub-accounts;
o The discount rate used to determine the present value of your guarantee(s);
o Additional purchase payments, if any, that you make to the Annuity; and
o Withdrawals, if any, taken from the Annuity.

Any amounts  invested in the AST bond portfolio  Sub-accounts  will affect your ability to participate in a subsequent  market recovery
within the Permitted  Sub-accounts.  Conversely,  the Account Value may be higher at the beginning of the market recovery, e.g. more of
the Account  Value may have been  protected  from decline and  volatility  than it  otherwise  would have been had the benefit not been
elected. The AST bond portfolio  Sub-accounts are available only with these benefits,  and you may not allocate purchase payments to or
transfer Account Value to or from the AST bond portfolio Sub-accounts.

Transfers under the formula do not impact any guarantees under the benefit that have already been locked-in.

Election/Cancellation of the Benefit
GRO Plus II can be elected on the Issue Date of your Annuity,  or on any Valuation Day thereafter,  provided that your Account Value is
allocated in a manner  permitted with the benefit and that you otherwise meet our eligibility  rules. You may elect GRO Plus II only if
the  oldest of the Owner and  Annuitant  is 84 or younger on the date of  election  (80 or  younger,  in New  York).  If you  currently
participate  in a living  benefit that may be cancelled,  you may terminate that benefit at any time and elect GRO Plus II. However you
will lose all guarantees  that you had  accumulated  under those  benefits.  The base guarantee under GRO Plus II will be based on your
current Account Value at the time the new benefit becomes effective on your Annuity.

GRO Plus II will terminate  automatically  upon: (a) the death of the Owner or the Annuitant (in an entity owned contract),  unless the
Annuity is continued by the surviving  spouse;  (b) as of the date Account Value is applied to begin  annuity  payments;  (c) as of the
anniversary of benefit election that immediately  precedes the  contractually-mandated  latest annuity date, or (d) upon full surrender
of the Annuity. If you elect to terminate the benefit,  GRO Plus II will no longer provide any guarantees.  The charge for the GRO Plus
II benefit will no longer be deducted from your Account Value upon termination of the benefit.

If you wish, you may cancel the GRO Plus II benefit.  You may also cancel an enhanced  guarantee,  but leave the base guarantee intact.
Upon  cancellation,  you may elect any other  currently  available  living  benefit  beginning on the next Valuation Day after you have
cancelled the GRO Plus II benefit,  provided that your Account Value is allocated in a manner  permitted  with the benefit and that you
otherwise  meet our  eligibility  rules.  Upon  cancellation  of the GRO Plus II benefit,  any Account Value  allocated to the AST bond
portfolio  Sub-account  used with the  formula  will be  reallocated  to the  Permitted  Sub-Accounts  according  to your  most  recent
allocation  instructions or, in absence of such instructions,  pro rata (i.e., in direct proportion to your current allocations).  Upon
your  re-election  of GRO Plus II,  Account Value may be  transferred  between the AST bond  portfolio  Sub-accounts  and the Permitted
Sub-accounts  according to the  predetermined  mathematical  formula (see "Key  Feature - Allocation  of Account  Value" above for more
details).  It is possible that over time the formula could transfer some,  none, or most of the Account Value to the AST bond portfolio
Sub-accounts  under  GRO Plus II.  You also  should be aware  that  upon  cancellation  of the GRO Plus II  benefit,  you will lose all
guarantees that you had  accumulated  under the benefit.  Thus, the guarantees  under any  newly-elected  benefit will be based on your
current  Account Value at benefit  effectiveness.  The benefit you elect or re-elect may be more expensive than the benefit you cancel.
Once the GRO Plus II benefit is canceled you are not required to re-elect  another  optional living benefit and any subsequent  benefit
election may be made on or after the first  Valuation  Day  following  the  cancellation  of the GRO Plus II benefit  provided that the
benefit you are looking to elect is available on a post-issue basis.

Special Considerations under GRO Plus II
This benefit is subject to certain rules and restrictions, including, but not limited to the following:
o Upon inception of the benefit,  100% of your Account Value must be allocated to the asset allocation  programs described in Section D
     of this  supplement.  No fixed  interest rate  allocations  may be in effect as of the date that you elect to  participate  in the
     benefit.
o Transfers to and from your elected  Sub-accounts  and an AST bond portfolio  Sub-account  will not count toward the maximum number of
     free transfers allowable under the Annuity.
o Any amounts  applied to your Account  Value by us on a maturity date will not be treated as  "investment  in the contract" for income
     tax purposes.
o As the time  remaining  until the applicable  maturity date gradually  decreases,  the benefit may become  increasingly  sensitive to
     moves to an AST bond portfolio Sub-account.
o We currently limit the  Sub-accounts to which you may allocate  Account Value if you  participate in this benefit.  Moreover,  if you
     are  invested in  prohibited  investment  options and seek to acquire the  benefit,  we will ask you to  reallocate  to  permitted
     investment  options as a prerequisite to acquiring the benefit.  Should we prohibit access to any investment option, any transfers
     required to move Account Value to eligible  investment  options will not be counted in  determining  the number of free  transfers
     during an Annuity Year.
o If you elect this benefit,  and in connection  with that  election you are required to  reallocate  to different  investment  options
     permitted under this benefit,  then on the Valuation Day on which we receive your request in Good Order, we will (i) sell units of
     the  non-permitted  investment  options and (ii) invest the proceeds of those sales in the permitted  investment  options that you
     have  designated.  During this  reallocation  process,  your Account Value  allocated to the  Sub-accounts  will remain exposed to
     investment risk, as is the case generally.  The protection afforded by the newly-elected benefit will not arise until the close of
     business on the following Valuation Day.

Charges under the Benefit
We deduct an annualized  charge equal to 0.60% of the average daily net assets of the  Sub-accounts  (including  any AST bond portfolio
Sub-account) for  participation  in the GRO Plus II benefit.  The annual charge is deducted daily. The charge is deducted to compensate
us for:  (a) the risk that your Account  Value on a maturity  date is less than the amount  guaranteed  and (b)  administration  of the
benefit.

Closing of GRO Plus 2008
GRO Plus 2008 is described in the section of the prospectus  entitled "Living Benefits".  GRO Plus 2008 will no longer be available for
new  elections or re-adds in those  jurisdictions  where we have  received  regulatory  approval to offer GRO Plus II. If you currently
participate in GRO Plus 2008, this closing does not affect you or the guarantees associated with your benefit.  However,  subsequent to
the closure, you will no longer be allowed to re-elect GRO Plus 2008 if you decide to terminate it.

F. HIGHEST DAILY GUARANTEED RETURN OPTION II (HD GRO II)
We add the following to the section entitled "Living Benefits."

Highest Daily Guaranteed Return Option II (HD GRO II)
You can elect this benefit on the Issue Date of your Annuity,  or at any time thereafter if available.  In addition,  you may cancel HD
GRO II and then re-elect the benefit  beginning on the next  Valuation Day if available,  provided that your Account Value is allocated
as required by the benefit and that you otherwise meet our eligibility  rules. If you cancel the benefit,  you lose all guarantees that
you had accumulated  under the benefit.  The initial  guarantee under the  newly-elected  benefit will be based on your current Account
Value at the time the new benefit  becomes  effective  on your  Annuity.  HD GRO II is not  available if you  participate  in any other
living benefit.  However,  HD GRO II may be elected together with any optional death benefit,  other than the Highest Daily Value Death
Benefit.  As detailed below under "Key Feature - Allocation of Account Value",  your  participation  in this benefit among other things
entails your  participation  in a program that, as dictated by a predetermined  mathematical  formula,  may transfer your Account Value
between your elected Sub-accounts and an AST bond portfolio Sub-account.

HD GRO II creates a series of separate  guarantees,  each of which is based on the highest  Account Value  attained on a day during the
applicable  time period.  As each year of your  participation  in the benefit  passes,  we create a new guarantee.  Each guarantee then
remains in existence  until the date on which it matures  (unless the benefit  terminates  sooner).  We refer to each date on which the
specified  Account  Value is  guaranteed  as the  "maturity  date" for that  guarantee.  HD GRO II will not create a  guarantee  if the
maturity date of that guarantee  would extend beyond the date by which annuity  payments must commence under the terms of your Annuity.
This is true even with respect to a new Owner who has acquired the Annuity from the original Owner.

The guarantees  provided by the benefit exist only on the applicable maturity date(s).  However,  due to the ongoing monitoring of your
Account  Value,  and the  transfer of Account  Value to support our future  guarantees,  the benefit may provide some  protection  from
significant  Sub-account  losses. For this same reason, the benefit may limit your ability to benefit from Sub-account  increases while
it is in effect.

The initial  guarantee is created on the day that the HD GRO II benefit is added or re-added to your  Annuity.  We guarantee  that your
Account Value on the tenth  anniversary  of that day (we refer to each such  anniversary as a "benefit  anniversary")  will not be less
than your Account  Value on the day that the HD GRO II benefit was added to your  Annuity.  Each  benefit  anniversary  thereafter,  we
create a new guarantee.  With respect to each such subsequent  guarantee,  we identify the highest Account Value that occurred  between
the date of that benefit  anniversary  and the date on which HD GRO II was added to your Annuity.  We guarantee that your Account Value
ten years after that benefit  anniversary  will be no less than the highest daily Account Value that occurred  during that time period.
The  following  example  illustrates  the time period  over which we identify  the highest  daily  Account  Value for  purposes of each
subsequent  guarantee under the benefit.  If the date of benefit  election were January 1, 2010, we would create a guarantee on January
1, 2014 based on the highest  Account Value achieved  between  January 1, 2010 and January 1, 2014, and that guarantee  would mature on
January 1, 2024. As described below, we adjust each of the guarantee amounts for purchase payments and withdrawals.

If the Account Value on the maturity date is less than the guaranteed  amount,  we will  contribute  funds from our general  account to
bring your Account Value up to the guaranteed  amount.  If the maturity date is not a Valuation Day, then we would  contribute  such an
amount on the next Valuation Day. We will allocate any such amount to each Sub-account  (other than the AST bond portfolio  Sub-account
used with this benefit and described  below) in accordance  with your most recent  allocations  instructions.  Regardless of whether we
need to  contribute  funds at the end of a  guarantee  period,  we will at that time  transfer  all  amounts  held  within the AST bond
portfolio  Sub-account  associated  with the maturing  guarantee to your other  Sub-accounts  on a pro rata basis,  unless your Account
Value is being allocated  according to an asset allocation  program,  in such case your Account Value will be transferred  according to
the program.

We increase the amount of each  guarantee  that has not yet reached its maturity  date, as well as the highest daily Account Value that
we calculate to establish a guarantee,  by the amount of each Purchase Payment  (including any associated  purchase Credits) made prior
to the  applicable  maturity  date.  For example,  if the effective  date of the benefit was January 1, 2010,  and there was an initial
guaranteed  amount that was set at $100,000  maturing January 1, 2020, and a second guaranteed amount that was set at $120,000 maturing
January 1, 2021,  then a $30,000  Purchase  Payment  made on March 30, 2011 would  increase  the  guaranteed  amounts to  $130,000  and
$150,000, respectively.

If you make a withdrawal  (including any CDSC), we effect a proportional  reduction to each existing  guarantee  amount. We calculate a
proportional  reduction by reducing each existing guarantee amount by the percentage  represented by the ratio of the withdrawal amount
(including any CDSC) to your Account Value immediately prior to the withdrawal.

If you make a  withdrawal,  we will  deduct the  withdrawal  amount  pro rata from each of your  Sub-accounts  (including  the AST bond
portfolio Sub-account used with this benefit).

Any partial  withdrawal for payment of any third party  investment  advisory  service will be treated as a withdrawal,  and will reduce
each guarantee amount proportionally, in the manner indicated above.

EXAMPLE
This example is purely  hypothetical  and does not reflect the charges for the benefit or any other fees and charges under the Annuity.
It is intended to illustrate the proportional reduction of a withdrawal on each guarantee amount under this benefit.
o Assume the following:
o The Issue Date is December 1, 2010
o The benefit is elected on December 1, 2010
o The Account Value on December 1, 2010 is $200,000, which results in an initial guarantee of $200,000
o An additional guarantee amount of $300,000 is locked in on December 1, 2011
o The Account Value immediately prior to the withdrawal is equal to $300,000
o No CDSC is applicable

If a withdrawal  of $50,000 is taken on December  15, 2011,  all  guarantee  amounts will be reduced by the ratio the total  withdrawal
amount represents of the Account Value just prior to the withdrawal being taken.

Here is the calculation (figures are rounded):


 Withdrawal Amount divided by                                           $ 50,000
 Account Value Before Withdrawal                                        $300,000
 Equals ratio                                                           16.67%
 All guarantees will be reduced by the above ration (16.67%)
 Initial guarantee                                                      $166,667
 Additional guarantee amount                                            $250,000







Key Feature - Allocation of Account Value
We limit the  Sub-accounts  to which you may allocate  Account Value if you elect HD GRO II. For purposes of this benefit,  we refer to
those permitted investment options (other than the AST bond portfolio used with this benefit) as the "Permitted Sub-accounts".

HD GRO II uses a predetermined  mathematical  formula to help manage your guarantees through all market cycles.  Because the formula is
made part of your Rider  schedule  supplement,  the  formula may not be altered  once you elect the  benefit.  However,  subject to any
regulatory approval,  we do reserve the right to amend the formula for newly-issued  Annuities that elect or re-elect HD GRO II and for
existing  Annuities that elect the benefit  post-issue.  This required formula helps us manage our financial  exposure under HD GRO II,
by moving  assets out of certain  Sub-accounts  in certain  scenarios if dictated by the formula (see  below).  In essence,  we seek to
preserve the value of these assets,  by  transferring  them to a more stable option (i.e.,  one of a specified group of bond portfolios
within Advanced  Series Trust).  We refer to the  Sub-accounts  corresponding  to these bond  portfolios  collectively as the "AST bond
portfolio  Sub-accounts".  The formula also contemplates the transfer of Account Value from the AST bond portfolio  Sub-accounts to the
Permitted  Sub-accounts in other  scenarios.  The formula is set forth in Section H of this Supplement.  A summary  description of each
AST bond portfolio  Sub-account appears within the Prospectus section entitled "What Are The Investment  Objectives and Policies Of The
Portfolios?" You will be furnished with a prospectus  describing the AST bond portfolios.  In addition,  you can find a copy of the AST
bond portfolio prospectus by going to www.prudentialannuities.com

For purposes of operating the HD GRO II formula,  we have included  within this Annuity several AST bond portfolio  Sub-accounts.  Each
AST bond portfolio is unique, in that its underlying  investments  generally mature at the same time as each outstanding  maturity date
that exists under the benefit.  For example,  there would be an AST bond portfolio whose  underlying  investments  generally  mature in
2020  (corresponding  to all guarantees that mature in 2020), an AST bond portfolio whose  underlying  investments  generally mature in
2021  (corresponding  to all guarantees that mature in 2021), and so forth. As discussed below, the formula  determines the appropriate
AST bond  portfolio  Sub-Account  to which Account Value is  transferred.  We will  introduce new AST bond  portfolio  Sub-accounts  in
subsequent  years,  to  correspond  generally to the length of new guarantee  periods that are created under this benefit.  If you have
elected  Highest  Daily GRO II, you may have Account  Value  allocated to an AST bond  portfolio  Sub-account  only by operation of the
predetermined  mathematical  formula,  and thus you may not allocate purchase payments to, or transfer Account Value to or from, such a
Portfolio.  Please see the  prospectus for your Annuity and the prospectus  for the Advanced  Series Trust for more  information  about
each AST bond portfolio used with this benefit.

Although we employ several AST bond portfolio  Sub-accounts  for purposes of the benefit,  the formula  described in the next paragraph
operates so that your Account  Value may be allocated to only one AST bond  portfolio  Sub-account  at one time.  On any day a transfer
into or out of the AST bond  portfolio  Sub-account  is made the  formula  may dictate  that a transfer  out of one AST bond  portfolio
Sub-account be made into another AST bond portfolio  Sub-account.  Any transfer into an AST bond portfolio Sub-account will be directed
to the AST bond  portfolio  Sub-account  associated  with the "current  liability",  as described  below.  As  indicated,  the AST bond
portfolio  Sub-accounts  are  employed  with this  benefit to help us mitigate  the  financial  risks  under our  guarantee.  Thus,  in
accordance with the formula applicable to you under the benefit,  we determine which AST bond portfolio  Sub-account your Account Value
is transferred to, and under what circumstances a transfer is made.

In general,  the formula works as follows. On each Valuation Day, the formula  automatically  performs an analysis with respect to each
guarantee that is outstanding.  For each outstanding  guarantee,  the formula begins by determining the present value on that Valuation
Day that, if appreciated at the  applicable  "discount  rate",  would equal the  applicable  guarantee  amount on the maturity date. As
detailed in the  formula,  the discount  rate is an interest  rate  determined  by taking a benchmark  index used within the  financial
services  industry and then reducing that interest rate by a prescribed  adjustment.  Once  selected,  we do not change the  applicable
benchmark
index (although we do reserve the right to use a new benchmark index if the original  benchmark is discontinued).  The greatest of each
such present value is referred to as the "current  liability" in the formula.  The formula compares the current liability to the amount
of your Account Value held within the AST bond portfolio  Sub-account  and to your Account Value held within the  Sub-accounts.  If the
current  liability,  reduced by the amount held within the AST bond portfolio  Sub-account,  and divided by the amount held within your
Permitted  Sub-accounts  , exceeds an upper  target value  (currently,  85%),  then the formula will make a transfer  into the AST bond
portfolio  Sub-account,  in the amount  dictated by the formula  (subject to the 90% cap discussed  below).  If the current  liability,
reduced by the amount held within the AST bond portfolio  Sub-account,  and divided by the amount within your  Permitted  Sub-accounts,
is less than a lower  target value  (currently,  79%),  then the formula  will  transfer  Account  Value within the AST bond  portfolio
Sub-account into the Permitted other Sub-accounts, in the amount dictated by the formula.

The formula will not execute a transfer to the AST bond  portfolio  Sub-account  that  results in more than 90% of your  Account  Value
being  allocated to the AST bond  portfolio  Sub-account  ("90% cap").  Thus,  on any  Valuation  Day, if the formula  would  require a
transfer to the AST bond  portfolio  Sub-account  that would  result in more than 90% of the Account  Value being  allocated to the AST
bond  portfolio  Sub-account,  only the amount  that  results in exactly  90% of the  Account  Value  being  allocated  to the AST bond
portfolio  Sub-account will be transferred.  Additionally,  future  transfers into the AST bond portfolio  Sub-account will not be made
(regardless of the performance of the AST bond portfolio  Sub-account and the Permitted  Sub-accounts)  at least until there is first a
transfer out of the AST bond  portfolio  Sub-account.  Once this  transfer  occurs out of the AST bond  portfolio  Sub-account,  future
amounts may be  transferred to or from the AST bond  portfolio  Sub-account if dictated by the formula  (subject to the 90% cap). At no
time will the formula make a transfer to the AST bond  portfolio  Sub-account  that  results in greater than 90% of your Account  Value
being  allocated to the AST bond  portfolio  Sub-account.  However,  it is possible  that,  due to the  investment  performance of your
allocations in the AST bond portfolio  Sub-account and your allocations in the Permitted  Sub-accounts you have selected,  your Account
Value could be more than 90% invested in the AST bond portfolio  Sub-account.  If you make additional purchase payments to your Annuity
while the 90% cap is in effect,  the formula will not  transfer  any of such  additional  purchase  payments to the AST bond  portfolio
Sub-account  at least  until  there is first a  transfer  out of the AST bond  portfolio  Sub-account,  regardless  of how much of your
Account  Value is in the  Sub-accounts.  This means that there could be  scenarios  under  which,  because of the  additional  purchase
payments you make,  less than 90% of your entire  Account  Value is allocated to the AST bond  portfolio  Sub-account,  and the formula
will still not transfer any of your Account Value to the AST bond portfolio  Sub-account  (at least until there is first a transfer out
of the AST bond portfolio Sub-account).

For example,
o March 19, 2010 - a transfer is made to the AST bond  portfolio  Sub-account  that results in the 90% cap being met and now $90,000 is
    allocated to the AST bond portfolio Sub-account and $10,000 is allocated to the Permitted Sub-accounts.
o March 20,  2010 - you make an  additional  purchase  payment of  $10,000.  No  transfers  have been made from the AST bond  portfolio
    Sub-account to the Permitted Sub-accounts since the cap went into effect on March 19, 2010.
o On March 20, 2010 (and at least until first a transfer is made out of the AST bond  portfolio  Sub-account  under the  formula),  the
    $10,000 payment is allocated to the Permitted  Sub-accounts and on this date you have 82% in the AST bond portfolio Sub-account and
    18% in the  Permitted  Sub-accounts  (such that  $20,000 is  allocated to the  Permitted  Sub-accounts  and $90,000 to the AST bond
    portfolio Sub-account).
o Once there is a  formula-initiated  transfer out of the AST bond portfolio  Sub-account (of any amount),  the formula will operate as
    described above,  meaning that the formula could transfer amounts to or from the AST bond portfolio  Sub-account if dictated by the
    formula (subject to the 90% cap).

Under the operation of the formula,  the 90% cap may come into  existence and be removed  multiple  times while you  participate in the
benefit.  We will  continue to monitor  your  Account  Value daily and, if dictated by the  formula,  systematically  transfer  amounts
between the Permitted Sub-accounts you have chosen and the AST bond portfolio Sub-account as dictated by the formula.

As discussed  above,  each Valuation Day, the formula analyzes the difference  between your Account Value and your guarantees,  as well
as how long you have owned the benefit,  and  determines  if any portion of your Account Value needs to be  transferred  into or out of
the AST bond portfolio  Sub-accounts.  Therefore,  at any given time, some, none, or most of your Account Value may be allocated to the
AST bond portfolio Sub-accounts.

The amount that is  transferred  to and from the AST bond  portfolio  Sub-accounts  pursuant to the  formula  depends  upon a number of
factors unique to your Annuity (and is not necessarily  directly  correlated  with the securities  markets,  bond markets,  or interest
rates, in general) including:
o The difference between your Account Value and your guarantee amount(s);
o The amount of time until the maturity of your guarantee(s);
o The amount invested in, and the performance of, the Permitted Sub-accounts;
o The amount invested in, and the performance of, the AST bond portfolio Sub-accounts;
o The discount rate used to determine the present value of your guarantee(s);
o Additional purchase payments, if any, that you make to the Annuity; and

o Withdrawals, if any, taken from the Annuity.

Any amounts  invested in the AST bond portfolio  Sub-accounts  will affect your ability to participate in a subsequent  market recovery
within the Permitted  Sub-accounts.  Conversely,  the Account Value may be higher at the beginning of the market recovery, e.g. more of
the Account  Value may have been  protected  from decline and  volatility  than it  otherwise  would have been had the benefit not been
elected.

The AST bond portfolio  Sub-accounts are available only with these benefits,  and you may not allocate purchase payments to or transfer
Account Value to or from the AST bond portfolio Sub-accounts.

Transfers do not impact any guarantees that have already been locked-in.


Election/Cancellation of the Benefit
HD GRO II can be elected on the Issue Date of your Annuity, or on any Valuation Day thereafter, provided that your Account Value is
allocated in a manner permitted with the benefit and you otherwise meet our eligibility requirements. You may elect HD GRO II only if
the oldest of the Owner and Annuitant is 84 or younger on the date of election (80 or younger, in New York). If you currently
participate in a living benefit that may be cancelled, you may terminate that benefit at any time and elect HD GRO II. However you
will lose all guarantees that you had accumulated under the previous benefit. The initial guarantee under HD GRO II will be based on
your current Account Value at the time the new benefit becomes effective on your Annuity.

HD GRO II will  terminate  automatically  upon: (a) the death of the Owner or the Annuitant (in an entity owned  contract),  unless the
Annuity is continued by the surviving  spouse;  (b) as of the date Account Value is applied to begin  annuity  payments;  (c) as of the
anniversary of benefit election that immediately  precedes the  contractually-mandated  latest annuity date, or (d) upon full surrender
of the Annuity.  If you elect to terminate the benefit,  HD GRO II will no longer provide any guarantees.  The charge for the HD GRO II
benefit will no longer be deducted from your Account Value upon termination of the benefit.

If you wish, you may cancel the HD GRO II benefit.  You may then elect any other currently  available  living benefit  beginning on the
next  Valuation  Day after you have  cancelled  the HD GRO II benefit,  provided  that your  Account  Value is  allocated in the manner
permitted  with the benefit and you otherwise  meet our  eligibility  requirements.  Upon  cancellation  of the HD GRO II benefit,  any
Account  Value  allocated  to the AST  bond  portfolio  Sub-accounts  used  with  the  formula  will be  reallocated  to the  Permitted
Sub-Accounts  according to your most recent  allocation  instructions  or, in absence of such  instructions,  pro-rata (i.e., in direct
proportion to your current  allocation).  Upon your  re-election of HD GRO II,  Account Value may be  transferred  between the AST bond
portfolio  Sub-accounts and the other Sub-accounts  according to the predetermined  mathematical formula (see "Key Feature - Allocation
of Account  Value"  section for more  details).  It is possible that over time the formula could  transfer  some,  most, or none of the
Account Value to the AST bond portfolio  Sub-accounts under the newly-elected  benefit. You also should be aware that upon cancellation
of the HD GRO II benefit,  you will lose all guarantees that you had  accumulated  under the benefit.  Thus, the guarantees  under your
newly-elected  benefit will be based on your current  Account  Value.  The benefit you elect or re-elect may be more expensive than the
benefit you cancel.

Special Considerations under HD GRO II
This benefit is subject to certain rules and restrictions, including, but not limited to the following:
o Upon inception of the benefit,  100% of your Account Value must be allocated to the asset allocation  programs described in Section D
     of this  supplement.  No fixed  interest rate  allocations  may be in effect as of the date that you elect to  participate  in the
     benefit.
o Transfers to and from your elected  Sub-accounts  and an AST bond portfolio  Sub-account  will not count toward the maximum number of
     free transfers allowable under the Annuity.
o Any amounts  applied to your Account  Value by us on a maturity date will not be treated as  "investment  in the contract" for income
     tax purposes.
o As the time  remaining  until the applicable  maturity date gradually  decreases,  the benefit may become  increasingly  sensitive to
     moves to an AST bond portfolio Sub-account.
o We currently limit the  Sub-accounts to which you may allocate  Account Value if you  participate in this benefit.  Moreover,  if you
     are  invested in  prohibited  investment  options and seek to acquire the  benefit,  we will ask you to  reallocate  to  permitted
     investment  options as a prerequisite to acquiring the benefit.  Should we prohibit access to any investment option, any transfers
     required to move Account Value to eligible  investment  options will not be counted in  determining  the number of free  transfers
     during an Annuity Year.

o If you elect this benefit,  and in connection  with that  election you are required to  reallocate  to different  investment  options
     permitted under this benefit,  then on the Valuation Day on which we receive your request in Good Order, we will (i) sell units of
     the  non-permitted  investment  options and (ii) invest the proceeds of those sales in the permitted  investment  options that you
     have  designated.  During this  reallocation  process,  your Account Value  allocated to the  Sub-accounts  will remain exposed to
     investment  risk,  as is the case  generally.  The  newly-elected  benefit will commence at the close of business on the following
     Valuation Day. The protection  afforded by the  newly-elected  benefit will not arise until the close of business on the following
     Valuation Day.

Charges under the Benefit
We deduct an annualized  charge equal to 0.60% of the average daily net assets of the  Sub-accounts  (including  any AST bond portfolio
Sub-account) for  participation in the HD GRO II benefit.  The annual charge is deducted daily. The charge is deducted to compensate us
for: (a) the risk that your  Account  Value on the  maturity  date is less than the amount  guaranteed  and (b)  administration  of the
benefit.



Closing of Highest Daily GRO ("HD GRO")
HD GRO is described in the section of the prospectus  entitled "Living Benefits".  HD GRO will no longer be available for new elections
or re-adds in those jurisdictions  where we have received  regulatory  approval to offer HD GRO II. If you currently  participate in HD
GRO, this closing does not affect you or the guarantees associated with your benefit.  However,  subsequent to the closure, you will no
longer be allowed to re-elect HD GRO if you decide to terminate it.

G. Optional 90% Cap Rule Applicable to Highest Daily GRO and GRO Plus 2008
In the  section  entitled  "Living  Benefits  -  Highest  Daily  GRO" and  "Living  Benefits  - GRO Plus  2008 ", we add the  following
description  of an optional  feature for owners of Highest Daily GRO and GRO Plus 2008 that limits the amount of Account Value that can
be allocated to the AST bond portfolio Sub-account used with each benefit.

OPTIONAL FEATURE FOR HIGHEST DAILY GRO and GRO PLUS 2008
If you  currently  own an Annuity and have elected,  as of the date of this  Supplement,  the Highest Daily GRO benefit or the GRO Plus
2008 benefit,  you can elect this optional  feature,  at no additional  cost,  which  utilizes a new asset  transfer  formula.  The new
predetermined  mathematical  formula is  described  below and will replace the  "Transfer  Calculation"  portion of the asset  transfer
formula  currently  used in  connection  with your benefit on a prospective  basis.  This election may only be made once and may not be
revoked once elected. The new asset transfer formula is added to Appendix I in your prospectus, and is provided below.

Although we employ several AST bond portfolio  Sub-accounts  for purposes of the benefit,  the formula  described in the next paragraph
operates so that your Account Value may be allocated to only one AST bond  portfolio  Sub-account  at one time. In the  description  of
the formula in the next paragraph,  we refer to the AST bond portfolio  Sub-account in which you are invested  immediately prior to any
potential  asset transfer as the "Current AST bond portfolio  Sub-account."  The formula may dictate that a transfer out of the Current
AST bond portfolio  Sub-account be made, or alternatively may mandate a transfer into an AST bond portfolio  Sub-account.  Any transfer
into an AST bond portfolio Sub-account will be directed to the AST bond portfolio  Sub-account  associated with the "current liability"
(we refer to that  Sub-account  as the  "Transfer  AST bond  portfolio  Sub-account").  Note  that if the  Current  AST bond  portfolio
Sub-account is associated with the current liability,  then that Sub-account would be the Transfer AST bond portfolio Sub-account,  and
we would simply transfer additional assets into the Sub-account if dictated by the formula.

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


If you make additional  purchase payments to your Annuity while the transfer  restriction of the 90% cap rule is in effect, the formula
will not transfer any of such  additional  purchase  payments to the Transfer AST bond  portfolio  Sub-account  at least until there is
first a transfer out of the Transfer AST bond portfolio  Sub-account,  regardless of how much of your Account Value is in the Permitted
Sub-accounts.  This means that there could be scenarios under which,  because of the additional  purchase  payments you make, less than
90% of your entire Account Value is allocated to the Transfer AST bond portfolio  Sub-account,  and the formula will still not transfer
any of your  Account  Value to the  Transfer  AST bond  portfolio  Sub-account  (at least  until  there is first a transfer  out of the
Transfer AST bond portfolio Sub-account).

 For example,
o March 19,  2010 - a transfer is made that  results in the 90% cap rule being met and now $90,000 is  allocated  to the  Transfer  AST
     bond portfolio Sub-account and $10,000 is allocated to the Permitted Sub-accounts.
o March 20,  2010 - you make an  additional  purchase  payment of  $10,000.  No  transfers  have been made from the  Transfer  AST bond
     portfolio Sub-account to the Permitted Sub-accounts since the cap went into effect on March 19, 2010.
o As of March 20, 2010 (and at least  until  first a transfer is made out of the  Transfer  AST bond  portfolio  Sub-account  under the
     formula) - the $10,000 payment is allocated to the Permitted  Sub-accounts and now you have 82% in the Transfer AST bond portfolio
     Sub-account and 18% in the Permitted  Sub-accounts  (such that $20,000 is allocated to the Permitted  Sub-accounts  and $90,000 is
     allocated to the Transfer AST bond portfolio Sub-account).
o Once there is a transfer out of the Transfer AST bond portfolio  Sub-account  (of any amount),  the formula will operate as described
     above,  meaning that the formula could transfer amounts to or from the Transfer AST bond portfolio  Sub-account if dictated by the
     formula (subject to the 90% cap rule).

If at the time you elect the 90% cap rule, more than 90% of your Account Value is allocated to an AST bond portfolio  Sub-account  used
with the benefit,  a transfer  will be made from the AST bond  portfolio  Sub-account  such that Account Value will be allocated 90% to
the AST bond portfolio  Sub-account  and 10% will be allocated to your elected  Sub-accounts.  Amounts to be  transferred  from the AST
bond portfolio  Sub-account to your elected Sub-accounts will be transferred  according to the following  "hierarchy" (i.e., if a given
item is inapplicable,  we use the next instruction that is applicable):  (a) the percentages  dictated by any existing asset allocation
program; or (b) the percentages dictated by any  auto-rebalancing  program; or (c) pro-rata according to amounts currently held in your
elected  Sub-accounts;  or (d)  according to the  currently-effective  allocation  instructions  used for the  allocation of subsequent
Purchase Payments.

It is possible  that  additional  transfers  might occur after this  initial  transfer if dictated by the  formula.  The amount of such
additional  transfer(s)  will vary.  If, on the date this feature is elected,  100% of your Account  Value is allocated to the Transfer
AST  bond  portfolio  Sub-account,  a  transfer  of an  amount  equal  to 10% of your  Account  Value  will  be made to your  Permitted
Sub-accounts.  It is possible than an additional  transfer to the Permitted  Sub-accounts could occur the following  Valuation Day, and
in some  instances  (based  upon the  formula)  this  additional  transfer  could be  large.  Thereafter,  your  Account  Value  can be
transferred between the Transfer AST bond portfolio  Sub-account and your Permitted  Sub-accounts as frequently as daily, based on what
the formula prescribes.

Once the transfer  restriction of the 90% cap rule is triggered,  future  transfers  into the Transfer AST bond  portfolio  Sub-account
will not be made  (regardless of the  performance of the Transfer AST bond portfolio  Sub-account  and the Permitted  Sub-accounts)  at
least  until there is first a transfer  out of the  Transfer  AST bond  portfolio  Sub-account.  Once this  transfer  occurs out of the
Transfer AST bond portfolio  Sub-account,  future amounts may be transferred to or from the Transfer AST bond portfolio  Sub-account if
dictated by the formula (subject to the 90% cap rule).

Important Considerations When Electing this Feature:
o At any given time, some, most or none of your Account Value may be allocated to the Transfer AST bond portfolio Sub-account.
o Please be aware that  because of the way the 90% cap rule asset  transfer  formula  operates,  it is possible  that more than or less
     than 90% of your Account Value may be allocated to the Transfer AST bond portfolio Sub-account.
o If this feature is elected, any Account Value transferred to the Permitted  Sub-accounts is subject to the investment  performance of
     those Sub-accounts. Your Account Value can go up or down depending on the performance of the Permitted Sub-accounts you select.
o Your election of the 90% cap rule will not result in your losing the  guarantees  you had  accumulated  under your  existing  Highest
     Daily GRO benefit or GRO Plus 2008 benefit.


The following is added to Appendix G in your prospectus:

                         FORMULA FOR ANNUITIES WITH 90% CAP RULE FEATURE - GRO PLUS 2008 AND HIGHEST DAILY GRO

The following are the terms and definitions referenced in the transfer calculation formula:
o AV is the current Account Value of the Annuity
o V is the current Account Value of the elected Sub-accounts of the Annuity
o B is the total current value of the AST bond portfolio Sub-account
o Cl is the lower target value. Currently, it is 79%.
o Ct is the middle target value. Currently, it is 82%.
o Cu is the upper target value. Currently, it is 85%.
o T is the amount of a transfer into or out of the Transfer AST bond portfolio Sub-account.

For each guarantee provided under the benefit,
o Gi is the guarantee amount
o Ni is the number of days until the maturity date
o di is the discount rate  applicable to the number of days until the maturity  date.  It is determined  with  reference to a benchmark
      index, reduced by the Discount Rate Adjustment and subject to the discount rate minimum. The discount rate minimum,  beginning on
      the effective date of the benefit,  is three percent,  and will decline monthly over the first  twenty-four  months following the
      effective  date of the  benefit to one  percent  in the  twenty-fifth  month,  and will  remain at one  percent  for every  month
      thereafter.  Once selected,  we will not change the applicable benchmark index.  However, if the benchmark index is discontinued,
      we will substitute a successor  benchmark index, if there is one.  Otherwise we will substitute a comparable  benchmark index. We
      will obtain any required regulatory approvals prior to substitution of the benchmark index.

Transfer Calculation


The formula,  which is set on the Effective  Date of the 90% Cap Rule,  and is not changed while the benefit is in effect,  determines,
on each Valuation Day, when a transfer is required.


On the Effective Date of the 90% Cap Rule (and only on this date),  the following asset transfer  calculation is performed to determine
the amount of Account Value allocated to the AST bond portfolio Sub-account:


 If (B / (V + B) > .90), then


T = B - [(V + B) * .90]


If T as described above is greater than $0, then that amount ("T") is transferred from the AST bond portfolio Sub-account to the
elected Sub-accounts and no additional transfer calculations are performed on the Effective Date of the 90% Cap Rule. Any transfers
into the AST bond portfolio Sub-account are suspended. The suspension will be lifted once a transfer out of the AST bond portfolio
Sub-account occurs.


On each Valuation Date thereafter (including the Effective Date of the 90% Cap Rule, provided (B / (V + B) < = .90), the formula
begins by determining the value on that Valuation Day that, if appreciated at the applicable discount rate, would equal the Guarantee
Amount at the end of the Guarantee Period. We call the greatest of these values the "current liability (L)."


L = MAX(Li), where Li = Gi / (1 + di) (Ni/365)

Next the formula calculates the following formula ratio:


r = (L - B) / V

If the formula  ratio exceeds an upper target value,  then all or a portion of the Account  Value will be  transferred  to the AST bond
portfolio  Sub-account  associated  with the  current  liability,  subject  to the rule that  prevents  a  transfer  into that AST bond
portfolio  Sub-account if 90% or more of Account Value is in that Sub-account (the "90% cap rule").  If, at the time we make a transfer
to the AST bond portfolio  Sub-account  associated with the current liability there is Account Value allocated to an AST bond portfolio
Sub-account  not associated  with the current  liability,  we will transfer all assets from that AST bond portfolio  Sub-account to the
AST bond portfolio Sub-account associated with the current liability.

The formula will transfer assets into the Transfer AST bond portfolio Sub-account if r > Cu, subject to the 90% cap rule.

The transfer amount is calculated by the following formula:

T = {Min(MAX(0, (.90 * (VV + VF + B)) - B), [L - B - (VV + VF) * Ct] / (1 - Ct))}

If the formula ratio is less than a lower target value and there are assets in the Transfer AST bond  portfolio  Sub-account,  then the
formula will transfer assets out of the Transfer AST bond portfolio Sub-account into the elected Sub-accounts.

The formula will transfer assets out of the Transfer AST bond portfolio Sub-account if r < Cl and B > 0.

The transfer amount is calculated by the following formula:

T = {Min(MAX(0, (.90 * (V + B)) - B), [L - B - V * Ct] / (1 - Ct))}

If, following a transfer to the elected  Sub-accounts,  there are assets remaining in an AST bond portfolio  Sub-account not associated
with the  current  liability,  we will  transfer  all  assets  from  that  AST bond  portfolio  Sub-account  to the AST bond  portfolio
Sub-account associated with the current liability.

If transfers  into the AST bond  portfolio  Sub-account  are  restricted  due to the  operation  of the 90% cap rule,  then we will not
perform any intra-AST bond portfolio  Sub-account  transfers.  However, if assets transfer out of an AST bond portfolio Sub-account and
into the elected  Sub-accounts  due to the maturity of the AST bond  portfolio,  by operation of the formula,  assets may  subsequently
transfer to another AST bond portfolio Sub-account that is associated with a future guarantee, subject to the 90% cap rule.





H. FORMULA FOR HIGHEST DAILY GRO II AND GRO PLUS II

The following are the terms and definitions referenced in the transfer calculation formula:


o AV is the current Account Value of the Annuity
o VV  is the current Account Value of the elected Sub-accounts of the Annuity
o VF  is the current Account Value of any fixed-rate Sub-accounts of the Annuity
o B is the total current value of the AST bond portfolio Sub-account
o Cl is the lower target value. Currently, it is 79%.
o Ct is the middle target value. Currently, it is 82%.
o Cu is the upper target value. Currently, it is 85%.
o T is the amount of a transfer into or out of the AST bond portfolio Sub-account.

For each guarantee provided under the benefit,
o Gi is the guarantee amount
o Ni is the number of days until the maturity date
o di is the discount rate  applicable to the number of days until the maturity  date.  It is determined  with  reference to a benchmark
      index, reduced by the Discount Rate Adjustment and subject to the discount rate minimum. The discount rate minimum,  beginning on
      the effective date of the benefit,  is three percent,  and will decline monthly over the first  twenty-four  months following the
      effective  date of the  benefit to one  percent  in the  twenty-fifth  month,  and will  remain at one  percent  for every  month
      thereafter.  Once selected,  we will not change the applicable benchmark index.  However, if the benchmark index is discontinued,
      we will substitute a successor  benchmark index, if there is one.  Otherwise we will substitute a comparable  benchmark index. We
      will obtain any required regulatory approvals prior to substitution of the benchmark index.

The formula, which is set on the effective date and is not changed while the benefit is in effect,  determines,  on each Valuation Day,
when a transfer is required.

The formula begins by determining  the value on that  Valuation Day that, if appreciated at the applicable  discount rate,  would equal
the guarantee amount at the end of each applicable guarantee period. We call the greatest of these values the "current liability (L)."

L = MAX(Li), where Li = Gi / (1 + di) (Ni/365)

Next the formula calculates the following formula ratio:

r = (L - B) / (VV + VF)

If the formula  ratio exceeds an upper target value,  then all or a portion of the Account  Value will be  transferred  to the AST bond
portfolio  Sub-account  associated with the current liability subject to the rule that prevents a transfer into that AST bond portfolio
Sub-account if 90% or more of Account Value is in that  Sub-account  (the "90% cap"). If at the time we make a transfer to the AST bond
portfolio  Sub-account  associated with the current liability there is Account Value allocated to an AST bond portfolio Sub-account not
associated with the current liability,  we will transfer all assets from that AST bond portfolio  Sub-account to the AST bond portfolio
Sub-account associated with the current liability.

The formula will transfer assets into the AST bond portfolio Sub-account if r > Cu, subject to the 90% cap.

The transfer amount is calculated by the following formula:

T = {Min(MAX(0, (.90 * (VV + VF + B)) - B), [L - B - (VV + VF) * Ct] / (1 - Ct))}

If the formula  ratio is less than a lower target value and there are assets in the AST bond  portfolio  Sub-account,  then the formula
will transfer assets out of the AST bond portfolio Sub-account into the elected Sub-accounts.

The formula will transfer assets out of the AST bond portfolio Sub-account if r < Cl and B > 0.

The transfer amount is calculated by the following formula:

T = {Min(B, - [L - B - (VV + VF) * Ct] / (1 - Ct))}

If, following a transfer to the elected  Sub-accounts,  there are assets  remaining in a AST bond portfolio  Sub-account not associated
with the  current  liability,  we will  transfer  all  assets  from  that  AST bond  portfolio  Sub-account  to the AST bond  portfolio
Sub-account associated with the current liability.

If transfers into the AST bond portfolio  Sub-account  are restricted due to the operation of the 90% cap, then we will not perform any
intra-AST bond portfolio  Sub-account  transfers.  However,  if assets  transfer out of an AST bond portfolio  Sub-account and into the
elected Sub-accounts due to the maturity of the AST bond portfolio,  by operation of the formula,  assets may subsequently  transfer to
another AST bond portfolio Sub-account that is associated with a future guarantee, subject to the 90% cap.


I. AMENDED DISCLOSURE PERTAINING TO HIGHEST DAILY GRO
We revise the  following  line item (and  footnote  3) in the section of your  prospectus  entitled  "Your  Optional  Benefit  Fees and
Charges" to read as appears  below.  This change  reflects the fact that the current charge and maximum charge for this benefit are the
same, and thus clarifies the comparable portion of the May 1, 2009 prospectus.

                      YOUR OPTIONAL BENEFIT FEES AND CHARGES(1)
- -------------------------------------------------------------------------------------------------------------------------------------------

                                                             OPTIONAL BENEFIT




                  OPTIONAL BENEFIT FEE/CHARGE           TOTAL ANNUAL CHARGE(2)        TOTAL ANNUAL CHARGE(2)       TOTAL ANNUAL CHARGE(2)
                  (as a percentage of Sub-account       for OPTIMUM                    for OPTIMUM FOUR                 for OPTIMUM PLUS
                  net assets, unless
                   otherwise indicated)



HIGHEST DAILY GRO
Current and             0.60%                                1.85%                             2.25%                            2.25%
Maximum Charge(3)

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


HOW CHARGE IS DETERMINED
1) Highest  Daily GRO:  Charge for this benefit is assessed  against the average daily net assets of the  Sub-accounts.  If you elected
the benefit prior to May 1, 2009, the fees are as follows:  The current charge is .35% of Sub-account assets. For Optimum,  1.60% total
annual charge  applies in Annuity Years 1-8 and 1.00%  thereafter.  For Optimum Four,  2.00% total annual charge applies in all Annuity
Years,  and for Optimum Plus,  2.00% total annual  charge  applies in Annuity  Years 1-10 and is 1.00%  thereafter.  If you elected the
benefit on or after May 1, 2009,  the fees are as follows:  For Optimum,  1.85% total annual  charge  applies in Annuity  Years 1-8 and
1.25%  thereafter.  For Optimum Four,  2.25% total annual charge applies in all Annuity Years, and for Optimum Plus, 2.25% total annual
charge applies in Annuity Years 1-10 and is 1.25% thereafter.
2) The Total Annual Charge includes the Insurance  Charge and  Distribution  Charge (if applicable)  assessed against the average daily
net assets  allocated to the  Sub-accounts.  If you elect more than one optional  benefit,  the Total Annual  Charge would be higher to
include the charge for each optional benefit.
3) Because there is no higher charge to which we could increase the current  charge,  the current charge and maximum charge are one and
the same.  Thus,  so long as you  retain  the  benefit,  we cannot  increase  your  charge  for the  benefit.  However,  subject to any
regulatory  approval,  we do reserve  the right to  increase  the charge for  newly-issued  Annuities  that elect the  benefit  and for
existing Annuities that elect or re-add the benefit post-issue.

J.  OTHER INFORMATION:

a.  Contingent on shareholder approval,  effective on or about November 13, 2009, the AST Focus Four Plus Portfolio will merge into the
         AST First Trust Capital  Appreciation  Target  Portfolio.  Thereafter,  the AST Focus Four Plus Portfolio will cease to exist,
         and any  Account  Value that had been  invested  in the AST Focus Four Plus  Portfolio  Sub-account  immediately  prior to the
         merger will be transferred into the AST First Trust Capital Appreciation Target Portfolio Sub-account.

b.  The following  underlying  portfolios are added as Sub-accounts to your Annuity effective January 4, 2010, however please note that
         you may not make Purchase Payments to, or transfer Account Value to or from, these  Sub-accounts,  and that these Sub-accounts
         are available only with certain living benefits.  In the section  entitled  "Summary of Contract Fees and Charges," we add the
         following to the table of Underlying Mutual Fund Portfolio Annual Expenses:
UNDERLYING PORTFOLIO                        Management Fee     Other Expenses    (12b-1) Fee   Acquired Portfolio     Total Annual
                                                                                                                       Portfolio
                                                                                                 Fees & Expenses        Expenses
- ----------------------------------------- ------------------- ----------------- -------------- -------------------- -----------------
- ----------------------------------------- ------------------- ----------------- -------------- -------------------- -----------------
AST Bond Portfolio 2017                         0.65%*            0.31%**           0.00%             0.00%             0.96%***
AST Bond Portfolio 2021                         0.65%*            0.31%**           0.00%             0.00%             0.96%***


   * The contractual  investment  management fee rate is subject to certain  breakpoints.  In the event the combined  average daily net
   assets of the AST Bond Portfolio  2017, the AST Bond Portfolio  2021, the AST Bond Portfolio  2015, the AST Bond Portfolio 2016, the
   AST Bond  Portfolio  2018, the AST Bond Portfolio  2019,  the AST Bond Portfolio  2020, and the AST Investment  Grade Bond Portfolio
   (each, a Bond Portfolio and collectively,  the Bond Portfolios) do not exceed $500 million,  each Portfolio's  investment management
   fee rate  will  equal  0.65% of its  average  daily net  assets.  In the event the  combined  average  daily net  assets of the Bond
   Portfolios  exceed $500 million,  the portion of a Portfolio's  assets to which the investment  management fee rate of 0.65% applies
   and the portion of a Portfolio's  assets to which the  investment  management  fee rate of 0.64% applies will be determined on a pro
   rata basis. Such fee would be computed as follows.

                          [0.65% x ($500 million x Individual Portfolio Assets / Combined Portfolio Assets)] +

             [0.64% x (Combined Portfolio Assets - $500 million) x Individual Portfolio Assets / Combined Portfolio Assets]

  **  Estimates  based on an assumed  average  daily net asset level of $50 million  for each  Portfolio  during the fiscal year ending
   December 31, 2010. As used in connection  with each  Portfolio,  "other  expenses"  includes  expenses for  accounting and valuation
   services,  custodian  fees,  audit and legal fees,  transfer agency fees, fees paid to  non-interested  Trustees,  and certain other
   miscellaneous items. Each Portfolio also will pay participating  insurance companies an administrative  services fee of 0.10% of its
   average daily net assets on an annualized basis, subject to certain voluntary asset-based breakpoints.  Such administrative services
   fee will compensate  participating  insurance  companies for providing  certain  services to beneficial  shareholders in lieu of the
   Trust, including the printing and mailing of fund prospectuses and shareholder reports.

  ***  Estimates  based on an assumed  average  daily net asset level of $50 million for each  Portfolio  during the fiscal year ending
   December 31, 2010. The Investment Managers have contractually  agreed to waive a portion of their investment  management fees and/or
   reimburse certain expenses for each Portfolio so that each Portfolio's  investment management fees plus other expenses (exclusive in
   all cases of taxes,  interest,  brokerage  commissions,  distribution  fees,  acquired  fund fees and  expenses,  and  extraordinary
   expenses) do not exceed 1.00% of each Portfolio's average daily net assets for the fiscal year ending December 31, 2010.

c.  In the section entitled "Investment Options", we add the following to the table of "Investment Objectives/Policies"

    ---------------------------------------------------------------------------------------------------------------------------------
         STYLE/TYPE                                                                                             PORTFOLIO ADVISOR/
                                                    INVESTMENT OBJECTIVES/POLICIES                                 SUB-ADVISOR
    ---------------------------------------------------------------------------------------------------------------------------------
    ---------------------------------------------------------------------------------------------------------------------------------
                                                        ADVANCED SERIES TRUST
    ---------------------------------------------------------------------------------------------------------------------------------
    ---------------------------------------------------------------------------------------------------------------------------------
                         AST Bond Portfolio 2017:  seeks the highest  potential total return  consistent with
                         its specified level of risk tolerance to meet the parameters  established to support
                         the GRO benefits and maintain  liquidity to support changes in market conditions for Prudential Investment
        Fixed Income     a fixed  maturity of 2017.  Please note that you may not make Purchase  Payments to,    Management, Inc.
                         or transfer  Account Value to or from,  this  portfolio,  and that this portfolio is
                         available only with certain living benefits.
    ---------------------------------------------------------------------------------------------------------------------------------
    ---------------------------------------------------------------------------------------------------------------------------------
                         AST Bond Portfolio 2021:  seeks the highest  potential total return  consistent with
                         its specified level of risk tolerance to meet the parameters  established to support
                         the GRO benefits and maintain  liquidity to support changes in market conditions for Prudential Investment
        Fixed Income     a fixed  maturity of 2021.  Please note that you may not make Purchase  Payments to,    Management, Inc.
                         or transfer  Account Value to or from,  this  portfolio,  and that this portfolio is
                         available only with certain living benefits.
    ---------------------------------------------------------------------------------------------------------------------------------



                                                                                        Prudential Annuities Life Assurance Corporation
ADVANCED SERIES CORNERSTONESM (AS Cornerstone SM)
ADVANCED SERIES XTRA CREDIT SIXSM (XT6 SM)
ADVANCED SERIES LIFEVEST II SM (ASL II SM)

                                                  Supplement dated November 16, 2009
                                                                  To
                                                    Prospectuses dated May 1, 2009

This  supplement  should be read and retained with the prospectus for your Annuity.  If you would like another copy of the  prospectus,
please call us at 1-888-PRU-2888.

This supplement  describes two new guaranteed  minimum  accumulation  benefits called Highest DailySM Guaranteed Return OptionSM II and
Guaranteed  Return  OptionSM  Plus II. Each of these  benefits  is an optional  benefit  available  under each of the  above-referenced
Annuities.

This supplement also describes an option available to those currently  participating  in Highest Daily GROSM or GRO Plus 2008SM,  under
which they may elect,  at no cost, a "90% cap rule" that limits the amount of Account Value that may be  transferred  into the required
AST bond portfolio  Sub-account.  If you elect the 90% cap rule, we will replace the current  formula  governing  asset transfers under
the benefit with a formula that will transfer no more than 90% of Account Value into the applicable AST bond portfolio Sub-account.

Highest  DailySM  Guaranteed  Return  OptionSM II (HD GROSM II) and  Guaranteed  Return  OptionSM Plus II (GRO Plus II) are  guaranteed
optional  accumulation  benefits.  In contrast to an optional lifetime income benefit that guarantees a specified amount of withdrawals
for life, an accumulation  benefit  guarantees a minimum account value as of a designated  future date.  Thus,  either HD GRO II or GRO
Plus II may be an  appropriate  option for an annuity owner who wants a guaranteed  minimum  account value after a specified  number of
years.  Because the  guarantee  inherent in each benefit does not take effect  until a specified  number of years into the future,  you
should elect such a benefit only if your investment time horizon is of at least that duration.  Please see the introductory  section of
"Living  Benefits" in the prospectus for a general  discussion of our optional  living  benefits.  As is the case with optional  living
benefits in general, the fulfillment of our guarantee under these benefits is dependent on our claims-paying ability.

A. We include the following revised entry in the "GLOSSARY OF TERMS" section of the prospectus:

Guaranteed Return Option PlusSM (GRO  Plus)SM/Guaranteed  Return Option Plus 2008SM (GRO Plus 2008)SM/  Guaranteed Return  OptionSMPlus
II (GRO Plus  II)/Guaranteed  Return Option  (GRO)(R)/Highest  Daily  Guaranteed  Return Option (Highest Daily GRO)SM /Highest  DailySM
Guaranteed  Return  OptionSM II (HD GROSMII):  Each of GRO Plus, GRO Plus 2008, GRO, GRO Plus II, Highest Daily GRO, 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.

B. We revise the section  entitled "Your Optional  Benefit Fees and Charges" to add the following line items that set forth the fee for
each of HD GRO II and GRO Plus II:

- ----------------------------------------------------------------------------------------------------------------------------------------
                                               YOUR OPTIONAL BENEFIT FEES AND CHARGES(1)
- ----------------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------- ------------------------------ ------------------------ ------------------------- ------------------
         OPTIONAL BENEFIT           OPTIONAL BENEFIT FEE/ CHARGE   TOTAL ANNUAL CHARGE(2)    TOTAL ANNUAL CHARGE(2)     TOTAL ANNUAL
                                         (as a percentage of         for AS Cornerstone            for ASL II             CHARGE(2)
                                       Sub-account net assets,                                                             for XT6
                                     unless otherwise indicated)
- ----------------------------------- ------------------------------ ------------------------ ------------------------- ------------------
- ----------------------------------- ------------------------------ ------------------------ ------------------------- ------------------

GRO PLUS II

Current and Maximum Charge(3)                   0.60%                       1.75%                    2.25%                  2.25%
- ----------------------------------- ------------------------------ ------------------------ ------------------------- ------------------
- ----------------------------------- ------------------------------ ------------------------ ------------------------- ------------------

HIGHEST DAILY GRO II

Current and Maximum Charge(3)                   0.60%                       1.75%                    2.25%                  2.25%
- ----------------------------------- ------------------------------ ------------------------ ------------------------- ------------------
How Charge is Determined

1) GRO Plus II. Charge for this benefit is assessed against the average daily net assets of the Sub-accounts.  For AS Cornerstone,  the
1.75% total annual charge  applies in all Annuity Years.  For ASL II, the 2.25% total annual charge  applies in all Annuity Years.  For
XT6, the 2.25% total annual charge applies in Annuity Years 1-10 and is 1.25% thereafter.
Highest  Daily GRO II.  Charge  for this  benefit  is  assessed  against  the  average  daily net  assets of the  Sub-accounts.  For AS
Cornerstone,  the 1.75% total annual charge  applies in all Annuity  Years.  For ASL II, the 2.25% total annual  charge  applies in all
Annuity Years. For XT6, the 2.25% total annual charge applies in Annuity Years 1-10 and is 1.25% thereafter.
2) The Total Annual Charge includes the Insurance  Charge and  Distribution  Charge (if applicable)  assessed against the average daily
net assets  allocated to the  Sub-accounts.  If you elect more than one optional  benefit,  the Total Annual  Charge would be higher to
include the charge for each optional benefit.
3) Because there is no higher charge to which we could  increase the current  chare,  the current charge and maximum charge are one and
the same.  Thus,  so long as you  retain  the  benefit,  we cannot  increase  your  charge  for the  benefit.  However,  subject to any
regulatory  approval,  we do reserve  the right to  increase  the charge for  newly-issued  Annuities  that elect the  benefit  and for
existing Annuities that elect or re-add the benefit post-issue.

C. The "Summary - Options for Guaranteed Accumulation" section is revised, in pertinent part, as follows:

These benefits contain detailed provisions, so please see the following sections of the Prospectus for complete details:
o        Guaranteed Return Option Plus 2008*
o        Highest Daily GRO*
o        Guaranteed Return Option Plus II
o        Highest Daily GRO II

* No longer available for new elections in a given state once Highest Daily GRO II and GRO Plus II,  respectively,  is approved in that
State.

D. With respect to the "Investment  Options" section of the prospectus,  we clarify that those electing either Guaranteed Return Option
Plus II or Highest Daily Guaranteed  Return Option II must limit their investment  options to either the Group I investment  options or
Group II Optional Allocation & Rebalancing Program investment options set forth below:

                                                Group I: Allowable Benefit Allocations:

Permitted Sub-accounts
AST Academic Strategies Asset Allocation
AST Advanced Strategies
AST Balanced Asset Allocation
AST Capital Growth Asset Allocation
AST CLS Growth Asset Allocation
AST CLS Moderate Asset Allocation
AST First Trust Balanced Target
AST First Trust Capital Appreciation Target
AST Horizon Growth Asset Allocation
AST Horizon Moderate Asset Allocation
AST Niemann Capital Growth Asset Allocation
AST Preservation Asset Allocation
AST Schroders Multi-Asset World Strategies
AST T. Rowe Price Asset Allocation
Franklin Templeton VIP Founding Funds Allocation Fund

                                          Group II: Optional Allocation & Rebalancing Program

Permitted Sub-accounts
AST Academic Strategies Asset Allocation
AST Advanced Strategies
AST Aggressive Asset Allocation
AST AllianceBernstein Core Value
AST AllianceBernstein Growth & Income
AST American Century Income & Growth
AST Balanced Asset Allocation
AST Capital Growth Asset Allocation
AST CLS Growth Asset Allocation
AST CLS Moderate Asset Allocation
AST Cohen & Steers Realty
AST DeAM Large-Cap Value
AST Federated Aggressive Growth
AST First Trust Balanced Target
AST First Trust Capital Appreciation Target
AST Global Real Estate
AST Goldman Sachs Concentrated Growth
AST Goldman Sachs Mid-Cap Growth
AST Goldman Sachs Small-Cap Value
AST High Yield
AST Horizon Growth Asset Allocation
AST Horizon Moderate Asset Allocation
AST International Growth
AST International Value
AST Jennison Large-Cap Growth
AST Jennison Large-Cap Value
AST JPMorgan International Equity
AST Large-Cap Value
AST Lord Abbett Bond-Debenture
AST Marsico Capital Growth
AST MFS Global Equity
AST MFS Growth
AST Mid-Cap Value
AST Money Market
AST Neuberger Berman Mid-Cap Growth
AST Neuberger Berman/LSV Mid-Cap Value
AST Neuberger Berman Small-Cap Growth
AST Niemann Capital Growth Asset Allocation
AST Parametric Emerging Markets Equity
AST PIMCO Limited Maturity Bond
AST PIMCO Total Return Bond
AST Preservation Asset Allocation
AST QMA US Equity Alpha
AST Schroders Multi-Asset World Strategies
AST Small-Cap Growth
AST Small-Cap Value
AST T. Rowe Price Asset Allocation
AST T. Rowe Price Global Bond
AST T. Rowe Price Large-Cap Growth
AST T. Rowe Price Natural Resources
AST UBS Dynamic Alpha
AST Western Asset Core Plus Bond
Franklin Templeton VIP Founding Funds Allocation Fund

ProFunds VP*
Consumer Goods
Consumer Services
Financials
Industrials
Large-Cap Growth
Large-Cap Value
Mid-Cap Growth
Mid-Cap Value
Real Estate
Small-Cap Growth
Small-Cap Value
Telecommunications
Utilities
* For those who acquired XT6 or ASL II on or after May 26, 2008,  we limited the  available  ProFunds VP  Portfolios.  In addition,  we
noted that no ProFunds VP Portfolios  are available to owners of AS  Cornerstone.  Please be aware of these  limitations in considering
whether to elect the Optional Allocation & Rebalancing Program.

E. GUARANTEED RETURN OPTION Plus II
We add the following to the section entitled "Living Benefits."

Guaranteed Return Option Plus II (GRO Plus II)
You can elect this benefit on the Issue Date of your Annuity, or at any time thereafter if available.  In addition,  you may cancel GRO
Plus II and then re-elect the benefit  beginning on the next Valuation Day if available,  provided that your Account Value is allocated
as required by the benefit and you otherwise meet our eligibility  rules.  If you cancel the benefit,  you lose all guarantees that you
had accumulated under the benefit.  The initial  guarantee under the newly-elected  benefit will be based on your current Account Value
at the time the new benefit  becomes  effective on your Annuity.  GRO Plus II is not available if you participate in any other optional
living  benefit.  However,  GRO Plus II may be elected  together with any optional  death  benefit,  other than the Highest Daily Value
Death Benefit and the Plus40 Optional Life Insurance Rider. As detailed below under "Key  Feature--Allocation  of Account Value",  your
participation  in this benefit  among other  things  entails  your  participation  in a program  that,  as dictated by a  predetermined
mathematical formula, may transfer your Account Value between your elected Sub-accounts and an AST bond portfolio Sub-account.

Under GRO Plus II, we guarantee  that the Account Value on the date that the benefit is added to your Annuity  (adjusted for subsequent
purchase  payments and  withdrawals  as detailed  below) will not be any less than that original  value on the seventh  anniversary  of
benefit election and each anniversary  thereafter.  We refer to this initial guarantee as the "base guarantee." In addition to the base
guarantee,  GRO Plus II offers the  possibility of an enhanced  guarantee.  You may "manually"  lock in an enhanced  guarantee once per
"benefit year" (i.e., a year beginning on the date you acquired the benefit and each  anniversary  thereafter) if your Account Value on
that Valuation Day exceeds the amount of any  outstanding  base guarantee or enhanced  guarantee.  If you elect to manually  lock-in an
enhanced  guarantee on an anniversary of the effective date of the benefit,  that lock-in will not count toward the one elective manual
lock-in you may make each benefit  year.  We guarantee  that the Account Value  locked-in by that  enhanced  guarantee  will not be any
less seven years later,  and each  anniversary of that date  thereafter.  In addition,  you may elect an automatic  enhanced  guarantee
feature  under  which,  if your  Account  Value on a benefit  anniversary  exceeds the highest  existing  guarantee  by 7% or more,  we
guarantee that such Account Value will not be any less seven benefit anniversaries later and each benefit anniversary  thereafter.  You
may maintain  only one enhanced  guarantee  in addition to your base  guarantee.  Thus,  when a new enhanced  guarantee is created,  it
cancels any  existing  enhanced  guarantee.  However,  the fact that an enhanced  guarantee  was  effected  automatically  on a benefit
anniversary  does not prevent you from "manually"  locking-in an enhanced  guarantee during the ensuing benefit year.  Conversely,  the
fact that you "manually" locked in an enhanced  guarantee does not preclude the possibility of an automatic  enhanced  guarantee on the
subsequent benefit  anniversary.  You may elect to terminate an enhanced guarantee without also terminating the base guarantee.  If you
do, any amounts held in the AST bond portfolio  Sub-account  with respect to that enhanced  guarantee will be transferred to your other
Sub-accounts in accordance with your most recent allocation instructions (see below "Key Feature - Allocation of Account Value").

Amounts  held in an AST bond  portfolio  Sub-account  with respect to the base  guarantee  will not be  transferred  as a result of the
termination of an enhanced  guarantee.  You may not lock in an enhanced  guarantee,  either manually or through our optional  automatic
program,  within seven years of the date by which annuity  payments must commence under the terms of your Annuity  (please see "How and
When Do I Choose The Annuity Payment  Option?" in the prospectus for further  information on your maximum Annuity Date).  The inability
to lock in an enhanced  guarantee  referenced in the  immediately  preceding  sentence also applies to a new Owner who has acquired the
Annuity from the original Owner.

In general,  we refer to a date on which the Account Value is guaranteed to be present as the "maturity  date". If the Account Value on
the maturity date is less than the guaranteed  amount,  we will  contribute  funds from our general account to bring your Account Value
up to the  guaranteed  amount.  If the  maturity  date is not a  Valuation  Day,  then we would  contribute  such an amount on the next
Valuation  Day. We will allocate any such amount to each  Sub-account  (other than the AST bond  portfolio  Sub-account  used with this
benefit and described below) in accordance with your most recent allocation  instructions.  Regardless of whether we need to contribute
funds at the end of a guarantee  period,  we will at that time  transfer  all amounts  held within the AST bond  portfolio  Sub-account
associated with the maturing  guarantee to your other  Sub-accounts  on a pro rata basis,  unless your Account Value is being allocated
according  to an asset  allocation  program,  in such case your  Account  Value  will be  transferred  according  to the  program.  The
guarantees  provided by the benefit exist only on the  applicable  maturity  date(s).  However,  due to the ongoing  monitoring of your
Account  Value,  and the  transfer of Account  Value to support our future  guarantees,  the benefit may provide some  protection  from
significant  Sub-account  losses. For this same reason, the benefit may limit your ability to benefit from Sub-account  increases while
it is in effect.

We increase  both the base  guarantee and any enhanced  guarantee by the amount of each  Purchase  Payment  (including  any  associated
purchase  Credits) made subsequent to the date that the guarantee was  established.  For example,  if the effective date of the benefit
was January 1, 2010 and the Account  Value was  $100,000 on that date,  then a $30,000  Purchase  Payment  made on March 30, 2011 would
increase the base guarantee amount to $130,000.

If you make a withdrawal  (including any CDSC), we effect a proportional  reduction to each existing  guarantee  amount. We calculate a
proportional  reduction by reducing each existing guarantee amount by the percentage  represented by the ratio of the withdrawal amount
(including any CDSC) to your Account Value immediately prior to the withdrawal.

If you make a  withdrawal,  we will  deduct the  withdrawal  amount  pro rata from each of your  Sub-accounts  (including  the AST bond
portfolio Sub-account used with this benefit).

Any partial  withdrawal for payment of any third party  investment  advisory  service will be treated as a withdrawal,  and will reduce
each guarantee amount proportionally, in the manner indicated above.

EXAMPLE
This example is purely  hypothetical  and does not reflect the charges for the benefit or any other fees and charges under the Annuity.
It is intended to illustrate the proportional reduction of a withdrawal on each guarantee amount under this benefit.

Assume the following:
o        The Issue Date is December 1, 2010
o        The benefit is elected on December 1, 2010
o        The Account Value on December 1, 2010 is $200,000, which results in a base guarantee of $200,000
o        An enhanced guarantee amount of $300,000 is locked in on December 1, 2011
o        The Account Value immediately prior to the withdrawal is equal to $300,000
o        No CDSC is applicable

If a withdrawal  of $50,000 is taken on December  15, 2011,  all  guarantee  amounts will be reduced by the ratio the total  withdrawal
amount represents of the Account Value just prior to the withdrawal being taken.

Here is the calculation (figures are rounded):

- ---------------------------------------------------------------------------------------------------------------------------------------
Withdrawal Amount divided by                                    $ 50,000
Account Value before withdrawal                                 $300,000
Equals ratio                                                    16.67%
All guarantees will be reduced by the above ratio (16.67%)
Base guarantee amount                                           $166,667
Enhanced guarantee amount                                       $250,000


Key Feature - Allocation of Account Value
We limit the Sub-accounts to which you may allocate  Account Value if you elect GRO Plus II. For purposes of this benefit,  we refer to
those  permitted  investment  options  (other  than the  required  Bond  Portfolio  Sub-accounts  discussed  below)  as the  "Permitted
Sub-accounts."

GRO Plus II uses a predetermined  mathematical  formula to help manage your guarantees  through all market cycles.  Because the formula
is made part of your Rider schedule supplement,  the formula applicable to you may not be altered once you elect the benefit.  However,
subject to regulatory  approval,  we do reserve the right to amend the formula for  newly-issued  Annuities  that elect or re-elect GRO
Plus II and for existing  Annuities that elect the benefit  post-issue.  This required  formula helps us manage our financial  exposure
under GRO Plus II, by moving  assets out of certain  Sub-accounts  if dictated  by the  formula  (see  below).  In essence,  we seek to
preserve the value of these assets,  by  transferring  them to a more stable option (i.e.,  one or more  specified  bond  portfolios of
Advanced Series Trust).  We refer to the Sub-accounts  corresponding  to these bond portfolios  collectively as the "AST bond portfolio
Sub-accounts".  The formula  also  contemplates  the  transfer of Account  Value from an AST bond  portfolio  Sub-account  to the other
Sub-accounts in certain other scenarios.  The formula is set forth in Section H of this Supplement.  A summary  description of each AST
bond  portfolio  Sub-account  appears within the Prospectus  section  entitled "What Are The Investment  Objectives and Policies Of The
Portfolios?" You will be furnished with a prospectus  describing the AST bond portfolios.  In addition,  you can find a copy of the AST
bond portfolio prospectus by going to www.prudentialannuities.com.

For purposes of operating the GRO Plus II formula, we have included within this Annuity several AST bond portfolio  Sub-accounts.  Each
AST bond portfolio is unique, in that its underlying  investments  generally mature at different times. For example,  there would be an
AST bond  portfolio  whose  underlying  investments  generally  mature in 2020,  an AST bond  portfolio  whose  underlying  investments
generally mature in 2021, and so forth. As discussed below,  the formula  determines the appropriate AST bond portfolio  Sub-Account to
which Account  Value is  transferred.  We will  introduce  new AST bond  portfolio  Sub-accounts  in  subsequent  years,  to correspond
generally to the length of new  guarantee  periods that are created  under this benefit (and the Highest  Daily GRO  benefits).  If you
have  elected  GRO Plus II, you may have  Account  Value  allocated  to an AST bond  portfolio  Sub-account  only by  operation  of the
predetermined  mathematical  formula,  and  thus  you  may not  allocate  purchase  payments  to or make  transfers  to or from  such a
Sub-account.  Please see the Prospectus for your Annuity and the prospectus for the Advanced  Series Trust for more  information  about
each AST bond portfolio used with this benefit.

Although we employ several AST bond portfolio  Sub-accounts  for purposes of the benefit,  the formula  described in the next paragraph
operates so that your Account  Value may be allocated to only one AST bond  portfolio  Sub-account  at one time.  On any day a transfer
into or out of the AST bond  portfolio  Sub-account  is made the  formula  may dictate  that a transfer  out of one AST bond  portfolio
Sub-account be made into another AST bond portfolio  Sub-account.  Any transfer into an AST bond portfolio Sub-account will be directed
to the AST bond  portfolio  Sub-account  associated  with the "current  liability",  as described  below.  As  indicated,  the AST bond
portfolio  Sub-accounts  are  employed  with this  benefit to help us mitigate  the  financial  risks  under our  guarantee.  Thus,  in
accordance with the formula applicable to you under the benefit,  we determine which AST bond portfolio  Sub-account your Account Value
is transferred to, and under what circumstances a transfer is made.

In general,  the formula works as follows. On each Valuation Day, the formula  automatically  performs an analysis with respect to each
guarantee that is outstanding.  For each outstanding  guarantee,  the formula begins by determining the present value on that Valuation
Day that, if appreciated at the  applicable  "discount  rate",  would equal the  applicable  guarantee  amount on the maturity date. As
detailed in the  formula,  the discount  rate is an interest  rate  determined  by taking a benchmark  index used within the  financial
services  industry and then reducing that interest rate by a prescribed  adjustment.  Once  selected,  we do not change the  applicable
benchmark  index  (although we do reserve the right to use a new  benchmark  index if the  original  benchmark  is  discontinued).  The
greatest of each such  present  value is referred to as the  "current  liability"  in the  formula.  The formula  compares  the current
liability to the amount of your Account  Value held within the AST bond  portfolio  Sub-account  and to your Account  Value held within
the  Permitted  Sub-accounts.  If the current  liability,  reduced by the amount held within the AST bond  portfolio  Sub-account,  and
divided by the amount held within the Permitted  Sub-accounts,  exceeds an upper target value  (currently,  85%), then the formula will
make a transfer  into the AST bond  portfolio  Sub-account,  in the amount  dictated by the formula  (subject to the 90% cap  discussed
below).  If the current  liability,  reduced by the amount held within the AST bond  portfolio  Sub-account,  and divided by the amount
within the Permitted  Sub-accounts,  is less than a lower target value  (currently,  79%), then the formula will transfer Account Value
within the AST bond portfolio Sub-account into the Permitted Sub-accounts  in the amount dictated by the formula.

The formula will not execute a transfer to the AST bond  portfolio  Sub-account  that  results in more than 90% of your  Account  Value
being  allocated to the AST bond  portfolio  Sub-account  ("90% cap").  Thus,  on any  Valuation  Day, if the formula  would  require a
transfer to the AST bond  portfolio  Sub-account  that would  result in more than 90% of the Account  Value being  allocated to the AST
bond  portfolio  Sub-account,  only the amount  that  results in exactly  90% of the  Account  Value  being  allocated  to the AST bond
portfolio  Sub-account will be transferred.  Additionally,  future  transfers into the AST bond portfolio  Sub-account will not be made
(regardless of the performance of the AST bond portfolio  Sub-account and the Permitted  Sub-accounts)  at least until there is first a
transfer out of the AST bond  portfolio  Sub-account.  Once this  transfer  occurs out of the AST bond  portfolio  Sub-account,  future
amounts may be  transferred to or from the AST bond  portfolio  Sub-account if dictated by the formula  (subject to the 90% cap). At no
time will the formula make a transfer to the AST bond  portfolio  Sub-account  that  results in greater than 90% of your Account  Value
being  allocated to the AST bond  portfolio  Sub-account.  However,  it is possible  that,  due to the  investment  performance of your
allocations in the AST bond portfolio  Sub-account and your allocations in the Permitted  Sub-accounts  you have elected,  your Account
Value could be more than 90% invested in the AST bond portfolio  Sub-account.  If you make additional purchase payments to your Annuity
while the 90% cap is in effect,  the formula will not  transfer  any of such  additional  purchase  payments to the AST bond  portfolio
Sub-account  at least  until  there is first a  transfer  out of the AST bond  portfolio  Sub-account,  regardless  of how much of your
Account  Value is in the  Permitted  Sub-accounts.  This means that there could be  scenarios  under which,  because of the  additional
purchase  payments you make,  less than 90% of your entire  Account Value is allocated to the AST bond portfolio  Sub-account,  and the
formula  will still not  transfer  any of your Account  Value to the AST bond  portfolio  Sub-account  (at least until there is first a
transfer out of the AST bond portfolio Sub-account).

For example,
o        March 19,  2010 - a  transfer  is made to the AST bond  portfolio  Sub-account  that  results in the 90% cap being met and now
     $90,000 is allocated to the AST bond portfolio Sub-account and $10,000 is allocated to the Permitted Sub-accounts.
o        March 20, 2010 - you make an additional  purchase payment of $10,000.  No transfers have been made from the AST bond portfolio
     Sub-account to the Permitted Sub-accounts since the cap went into effect on March 19, 2010.
o        On March 20, 2010 (and at least until first a transfer is made out of the AST bond  portfolio  Sub-account  under the formula)
     - the  $10,000  payment  is  allocated  to the  Permitted  Sub-accounts  and on this  date you have 82% in the AST bond  portfolio
     Sub-account and 18% in the Permitted  Sub-accounts  (such that $20,000 is allocated to the Permitted  Sub-accounts  and $90,000 to
     the AST bond portfolio Sub-account).
o        Once there is a transfer out of the AST bond  portfolio  Sub-account  (of any  amount),  the formula will operate as described
     above,  meaning that the formula could transfer  amounts to or from the AST bond portfolio  Sub-account if dictated by the formula
     (subject to the 90% cap).

Under the operation of the formula,  the 90% cap may come into  existence and be removed  multiple  times while you  participate in the
benefit.  We will  continue to monitor  your  Account  Value daily and, if dictated by the  formula,  systematically  transfer  amounts
between the Permitted Sub-accounts you have chosen and the AST bond portfolio Sub-account as dictated by the formula.

As discussed  above,  each Valuation Day, the formula analyzes the difference  between your Account Value and your guarantees,  as well
as how long you have owned the benefit,  and  determines  if any portion of your Account Value needs to be  transferred  into or out of
the AST bond portfolio  Sub-accounts.  Therefore,  at any given time, some, none, or most of your Account Value may be allocated to the
AST bond portfolio Sub-accounts.

The amount that is  transferred  to and from the AST bond  portfolio  Sub-accounts  pursuant to the  formula  depends  upon a number of
factors unique to your Annuity (and is not necessarily  directly  correlated  with the securities  markets,  bond markets,  or interest
rates, in general) including:
o        The difference between your Account Value and your guarantee amount(s);
o        The amount of time until the maturity of your guarantee(s);
o        The amount invested in, and the performance of, the Permitted Sub-accounts;
o        The amount invested in, and the performance of, the AST bond portfolio Sub-accounts;
o        The discount rate used to determine the present value of your guarantee(s);
o        Additional purchase payments, if any, that you make to the Annuity; and

o        Withdrawals, if any, taken from the Annuity.

Any amounts  invested in the AST bond portfolio  Sub-accounts  will affect your ability to participate in a subsequent  market recovery
within the Permitted  Sub-accounts.  Conversely,  the Account Value may be higher at the beginning of the market recovery, e.g. more of
the Account  Value may have been  protected  from decline and  volatility  than it  otherwise  would have been had the benefit not been
elected. The AST bond portfolio  Sub-accounts are available only with these benefits,  and you may not allocate purchase payments to or
transfer Account Value to or from the AST bond portfolio Sub-accounts.

Transfers under the formula do not impact any guarantees under the benefit that have already been locked-in.

Election/Cancellation of the Benefit
GRO Plus II can be elected on the Issue Date of your Annuity,  or on any Valuation Day thereafter,  provided that your Account Value is
allocated in a manner  permitted with the benefit and that you otherwise meet our eligibility  rules. You may elect GRO Plus II only if
the  oldest of the Owner and  Annuitant  is 84 or younger on the date of  election  (80 or  younger,  in New  York).  If you  currently
participate  in a living  benefit that may be cancelled,  you may terminate that benefit at any time and elect GRO Plus II. However you
will lose all guarantees  that you had  accumulated  under those  benefits.  The base guarantee under GRO Plus II will be based on your
current Account Value at the time the new benefit becomes effective on your Annuity.

GRO Plus II will terminate  automatically  upon: (a) the death of the Owner or the Annuitant (in an entity owned contract),  unless the
Annuity is continued by the surviving  spouse;  (b) as of the date Account Value is applied to begin  annuity  payments;  (c) as of the
anniversary of benefit election that immediately  precedes the  contractually-mandated  latest annuity date, or (d) upon full surrender
of the Annuity. If you elect to terminate the benefit,  GRO Plus II will no longer provide any guarantees.  The charge for the GRO Plus
II benefit will no longer be deducted from your Account Value upon termination of the benefit.

If you wish, you may cancel the GRO Plus II benefit.  You may also cancel an enhanced  guarantee,  but leave the base guarantee intact.
Upon  cancellation,  you may elect any other  currently  available  living  benefit  beginning on the next Valuation Day after you have
cancelled the GRO Plus II benefit,  provided that your Account Value is allocated in a manner  permitted  with the benefit and that you
otherwise  meet our  eligibility  rules.  Upon  cancellation  of the GRO Plus II benefit,  any Account Value  allocated to the AST bond
portfolio Sub-account used with the predetermined  mathematical formula will be reallocated to the Permitted  Sub-Accounts according to
your most recent  allocation  instructions or, in absence of such  instructions,  pro rata (i.e., in direct  proportion to your current
allocations).  Upon your re-election of GRO Plus II, Account Value may be transferred  between the AST bond portfolio  Sub-accounts and
the Permitted  Sub-accounts  according to the formula (see "Key Feature - Allocation of Account Value" above for more  details).  It is
possible that over time the formula could  transfer  some,  none, or most of the Account Value to the AST bond  portfolio  Sub-accounts
under GRO Plus II. You also should be aware that upon  cancellation  of the GRO Plus II benefit,  you will lose all guarantees that you
had accumulated  under the benefit.  Thus, the guarantees under any  newly-elected  benefit will be based on your current Account Value
at benefit  effectiveness.  The benefit you elect or re-elect may be more expensive  than the benefit you cancel.  Once the GRO Plus II
benefit is canceled you are not required to re-elect  another  optional living benefit and any subsequent  benefit election may be made
on or after the first  Valuation Day following the  cancellation  of the GRO Plus II benefit  provided that the benefit you are looking
to elect is available on a post-issue basis.

Special Considerations under GRO Plus II
This benefit is subject to certain rules and restrictions, including, but not limited to the following:
o        Upon  inception of the benefit,  100% of your Account  Value must be allocated to the  Permitted  Sub-accounts.  The Permitted
     Sub-accounts  are those described in Section D of this  supplement.  No fixed interest rate allocations may be in effect as of the
     date that you elect to participate in the benefit.
o        Transfers  to and from your  elected  Sub-accounts  and an AST bond  portfolio  Sub-account  will not count toward the maximum
     number of free transfers allowable under the Annuity.
o        Any amounts  applied to your Account  Value by us on a maturity date will not be treated as  "investment  in the contract" for
     income tax purposes.
o        As the time remaining until the applicable maturity date gradually  decreases,  the benefit may become increasingly  sensitive
     to moves to an AST bond portfolio Sub-account.
o        We currently limit the Sub-accounts to which you may allocate Account Value if you participate in this benefit.  Moreover,  if
     you are invested in  prohibited  investment  options and seek to acquire the benefit,  we will ask you to  reallocate to permitted
     investment  options as a prerequisite to acquiring the benefit.  Should we prohibit access to any investment option, any transfers
     required to move Account Value to eligible  investment  options will not be counted in  determining  the number of free  transfers
     during an Annuity Year.
o        If you elect this  benefit,  and in  connection  with that  election you are required to  reallocate  to different  investment
     options  permitted under this benefit,  then on the Valuation Day on which we receive your request in Good Order, we will (i) sell
     units of the non-permitted investment options and
     (ii) invest the proceeds of those sales in the permitted  investment  options that you have designated.  During this  reallocation
     process,  your Account Value allocated to the Sub-accounts  will remain exposed to investment risk, as is the case generally.  The
     protection afforded by the newly-elected benefit will not arise until the close of business on the following Valuation Day.

Charges under the Benefit
We deduct an annualized  charge equal to 0.60% of the average daily net assets of the  Sub-accounts  (including  any AST bond portfolio
Sub-account) for  participation  in the GRO Plus II benefit.  The annual charge is deducted daily. The charge is deducted to compensate
us for:  (a) the risk that your Account  Value on a maturity  date is less than the amount  guaranteed  and (b)  administration  of the
benefit.

Closing of GRO Plus 2008
GRO Plus 2008 is  described in the section of the  prospectus  entitled  "Living  Benefits ". GRO Plus 2008 will no longer be available
for new  elections  (or  re-adds)  in those  jurisdictions  where we have  received  regulatory  approval  to offer GRO Plus II. If you
currently  participate in GRO Plus 2008,  this closing does not affect you or the  guarantees  associated  with your benefit.  However,
subsequent to the closure, you will no longer be allowed to re-elect GRO Plus 2008 if you decide to terminate it.

F. HIGHEST DAILY GUARANTEED RETURN OPTION II (HD GRO II)
We add the following to the section entitled "Living Benefits."

Highest Daily Guaranteed Return Option II
You can elect this benefit on the Issue Date of your Annuity,  or at any time thereafter if available.  In addition,  you may cancel HD
GRO II and then re-elect the benefit  beginning on the next  Valuation Day if available,  provided that your Account Value is allocated
as required by the benefit and that you otherwise meet our eligibility  rules. If you cancel the benefit,  you lose all guarantees that
you had accumulated  under the benefit.  The initial  guarantee under the  newly-elected  benefit will be based on your current Account
Value at the time the new benefit  becomes  effective  on your  Annuity.  HD GRO II is not  available if you  participate  in any other
living benefit.  However,  HD GRO II may be elected together with any optional death benefit,  other than the Highest Daily Value Death
Benefit or the Plus40  Optional  Life  Insurance  Rider.  As detailed  below under "Key Feature - Allocation  of Account  Value",  your
participation  in this benefit  among other  things  entails  your  participation  in a program  that,  as dictated by a  predetermined
mathematical formula, may transfer your Account Value between your elected Sub-accounts and an AST bond portfolio Sub-account.

HD GRO II creates a series of separate  guarantees,  each of which is based on the highest  Account Value  attained on a day during the
applicable  time period.  As each year of your  participation  in the benefit  passes,  we create a new guarantee.  Each guarantee then
remains in existence  until the date on which it matures  (unless the benefit  terminates  sooner).  We refer to each date on which the
specified  Account  Value is  guaranteed  as the  "maturity  date" for that  guarantee.  HD GRO II will not create a  guarantee  if the
maturity date of that guarantee  would extend beyond the date by which annuity  payments must commence under the terms of your Annuity.
This is true even with respect to a new Owner who has acquired the Annuity from the original Owner.

The guarantees  provided by the benefit exist only on the applicable maturity date(s).  However,  due to the ongoing monitoring of your
Account  Value,  and the  transfer of Account  Value to support our future  guarantees,  the benefit may provide some  protection  from
significant  Sub-account  losses. For this same reason, the benefit may limit your ability to benefit from Sub-account  increases while
it is in effect.

The initial  guarantee is created on the day that the HD GRO II benefit is added to your Annuity.  We guarantee that your Account Value
on the  tenth  anniversary  of that day (we refer to each  such  anniversary  as a  "benefit  anniversary")  will not be less than your
Account Value on the day that the HD GRO II benefit was added (or re-added) to your Annuity.  Each benefit anniversary  thereafter,  we
create a new guarantee.  With respect to each such subsequent  guarantee,  we identify the highest Account Value that occurred  between
the date of that benefit  anniversary  and the date on which HD GRO II was added to your Annuity.  We guarantee that your Account Value
ten years after that benefit  anniversary  will be no less than the highest daily Account Value that occurred  during that time period.
The  following  example  illustrates  the time period  over which we identify  the highest  daily  Account  Value for  purposes of each
subsequent  guarantee under the benefit.  If the date of benefit  election were January 1, 2010, we would create a guarantee on January
1, 2014 based on the highest  Account Value achieved  between  January 1, 2010 and January 1, 2014, and that guarantee  would mature on
January 1, 2024. As described below, we adjust each of the guarantee amounts for purchase payments and withdrawals.

If the Account Value on the maturity date is less than the guaranteed  amount,  we will  contribute  funds from our general  account to
bring your Account Value up to the guaranteed  amount.  If the maturity date is not a Valuation Day, then we would  contribute  such an
amount  on the  next  Valuation  Day.  We will  allocate  any such  amount  to each  Sub-account  (other  than  the AST bond  portfolio
Sub-accounts used with this benefit and described below) in accordance with your most recent  allocations  instructions.  Regardless of
whether we need to  contribute  funds at the end of a guarantee  period,  we will at that time transfer all amounts held within the AST
bond portfolio  Sub-account  associated with the maturing guarantee to your other Sub-accounts on a pro rata basis, unless your Account
Value is being allocated  according to an asset allocation  program,  in such case your Account Value will be transferred  according to
the program.

We increase the amount of each  guarantee  that has not yet reached its maturity  date, as well as the highest daily Account Value that
we calculate to establish a guarantee,  by the amount of each Purchase Payment  (including any associated  purchase Credits) made prior
to the  applicable  maturity  date.  For example,  if the effective  date of the benefit was January 1, 2010,  and there was an initial
guaranteed  amount that was set at $100,000  maturing January 1, 2020, and a second guaranteed amount that was set at $120,000 maturing
January 1, 2021,  then a $30,000  Purchase  Payment  made on March 30, 2011 would  increase  the  guaranteed  amounts to  $130,000  and
$150,000, respectively.

If you make a withdrawal  (including any CDSC), we effect a proportional  reduction to each existing  guarantee  amount. We calculate a
proportional  reduction by reducing each existing guarantee amount by the percentage  represented by the ratio of the withdrawal amount
(including any CDSC) to your Account Value immediately prior to the withdrawal.

If you make a  withdrawal,  we will  deduct the  withdrawal  amount  pro rata from each of your  Sub-accounts  (including  the AST bond
portfolio Sub-account used with this benefit).

Any partial  withdrawal for payment of any third party  investment  advisory  service will be treated as a withdrawal,  and will reduce
each guarantee amount proportionally, in the manner indicated above.

EXAMPLE
This example is purely  hypothetical  and does not reflect the charges for the benefit or any other fees and charges under the Annuity.
It is intended to illustrate the proportional reduction of a withdrawal on each guarantee amount under this benefit.

Assume the following:
o        The Issue Date is December 1, 2010
o        The benefit is elected on December 1, 2010
o        The Account Value on December 1, 2010 is $200,000, which results in an initial guarantee of $200,000
o        An additional guarantee amount of $300,000 is locked in on December 1, 2011
o        The Account Value immediately prior to the withdrawal is equal to $300,000
o        No CDSC is applicable

If a withdrawal  of $50,000 is taken on December  15, 2011,  all  guarantee  amounts will be reduced by the ratio the total  withdrawal
amount represents of the Account Value just prior to the withdrawal being taken.

Here is the calculation (figures are rounded):

- ---------------------------------------------------------------------------------------------------------------------------------------
     Withdrawal Amount divided by                                               $ 50,000
     Account Value before withdrawal                                            $300,000
     Equals ratio                                                               16.67%
     All guarantees will be reduced by the above ratio (16.67%)
     Initial guarantee amount                                                   $166,667
     Additional guarantee amount                                                $250,000
- ---------------------------------------------------------------------------------------------------------------------------------------


Key Feature - Allocation of Account Value
We limit the  Sub-accounts  to which you may allocate  Account Value if you elect HD GRO II. For purposes of this benefit,  we refer to
those permitted investment options (other than the AST Bond Portfolio used with this benefit) as the "Permitted Sub-accounts".

HD GRO II uses a predetermined  mathematical  formula to help manage your guarantees through all market cycles.  Because the formula is
made part of your Rider  schedule  supplement,  the  formula may not be altered  once you elect the  benefit.  However,  subject to any
regulatory approval,  we do reserve the right to amend the formula for newly-issued  Annuities that elect or re-elect HD GRO II and for
existing  Annuities that elect the benefit  post-issue.  This required formula helps us manage our financial  exposure under HD GRO II,
by moving  assets out of certain  Sub-accounts  in certain  scenarios if dictated by the formula (see  below).  In essence,  we seek to
preserve the value of these assets,  by  transferring  them to a more stable option (i.e.,  one of a specified group of bond portfolios
within Advanced  Series Trust).  We refer to the  Sub-accounts  corresponding  to these bond  portfolios  collectively as the "AST bond
portfolio  Sub-accounts".  The formula also contemplates the transfer of Account Value from the AST bond portfolio  Sub-accounts to the
Permitted  Sub-accounts in other  scenarios.  The formula is set forth in Section H of this Supplement.  A summary  description of each
AST bond portfolio  Sub-account appears within the prospectus section entitled "What Are The Investment  Objectives and Policies Of The
Portfolios?" You will be furnished with a prospectus  describing the AST bond portfolios.  In addition,  you can find a copy of the AST
bond portfolios' prospectus by going to www.prudentialannuities.com.

For purposes of operating the HD GRO II formula,  we have included  within this Annuity several AST bond portfolio  Sub-accounts.  Each
AST bond portfolio is unique, in that its underlying  investments  generally mature at the same time as each outstanding  maturity date
that exists under the benefit.  For example,  there would be an AST bond portfolio whose  underlying  investments  generally  mature in
2020  (corresponding  to all guarantees that mature in 2020), an AST bond portfolio whose  underlying  investments  generally mature in
2021  (corresponding  to all guarantees that mature in 2021), and so forth. As discussed below, the formula  determines the appropriate
AST bond  portfolio  Sub-Account  to which Account  Value is  transferred.We  will  introduce new AST bond  portfolio  Sub-accounts  in
subsequent  years,  to  correspond  generally to the length of new guarantee  periods that are created under this benefit.  If you have
elected  Highest  Daily GRO II, you may have Account  Value  allocated to an AST bond  portfolio  Sub-account  only by operation of the
predetermined  mathematical  formula,  and thus you may not allocate purchase payments to, or transfer Account Value to or from, such a
Portfolio.  Please see the  Prospectus for your Annuity and the prospectus  for the Advanced  Series Trust for more  information  about
each AST bond portfolio used with this benefit.

Although we employ several AST bond portfolio  Sub-accounts  for purposes of the benefit,  the formula  described in the next paragraph
operates so that your Account  Value may be allocated to only one AST bond  portfolio  Sub-account  at one time.  On any day a transfer
into or out of the AST bond  portfolio  Sub-account  is made the  formula  may dictate  that a transfer  out of one AST bond  portfolio
Sub-account be made into another AST bond portfolio  Sub-account.  Any transfer into an AST bond portfolio Sub-account will be directed
to the AST bond  portfolio  Sub-account  associated  with the "current  liability",  as described  below.  As  indicated,  the AST bond
portfolio  Sub-accounts  are  employed  with this  benefit to help us mitigate  the  financial  risks  under our  guarantee.  Thus,  in
accordance with the formula applicable to you under the benefit,  we determine which AST bond portfolio  Sub-account your Account Value
is transferred to, and under what circumstances a transfer is made.

In general,  the formula works as follows. On each Valuation Day, the formula  automatically  performs an analysis with respect to each
guarantee that is outstanding.  For each outstanding  guarantee,  the formula begins by determining the present value on that Valuation
Day that, if appreciated at the  applicable  "discount  rate",  would equal the  applicable  guarantee  amount on the maturity date. As
detailed in the  formula,  the discount  rate is an interest  rate  determined  by taking a benchmark  index used within the  financial
services  industry and then reducing that interest rate by a prescribed  adjustment.  Once  selected,  we do not change the  applicable
benchmark  index  (although we do reserve the right to use a new  benchmark  index if the  original  benchmark  is  discontinued).  The
greatest of each such  present  value is referred to as the  "current  liability"  in the  formula.  The formula  compares  the current
liability to the amount of your Account  Value held within the AST bond  portfolio  Sub-account  and to your Account  Value held within
the  Permitted  Sub-accounts.  If the current  liability,  reduced by the amount held within the AST bond  portfolio  Sub-account,  and
divided by the amount held within your Permitted  Sub-accounts,  exceeds an upper target value (currently,  85%), then the formula will
make a transfer  into the AST bond  portfolio  Sub-account,  in the amount  dictated by the formula  (subject to the 90% cap  discussed
below).  If the current  liability,  reduced by the amount held within the AST bond  portfolio  Sub-account,  and divided by the amount
within the your other  Sub-accounts,  is less than a lower target value (currently,  79%), then the formula will transfer Account Value
within the AST bond portfolio Sub-account into the Permitted Sub-accounts in the amount dictated by the formula.

The formula will not execute a transfer to the AST bond  portfolio  Sub-account  that  results in more than 90% of your  Account  Value
being  allocated to the AST bond  portfolio  Sub-account  ("90% cap").  Thus,  on any  Valuation  Day, if the formula  would  require a
transfer to the AST bond  portfolio  Sub-account  that would  result in more than 90% of the Account  Value being  allocated to the AST
bond  portfolio  Sub-account,  only the amount  that  results in exactly  90% of the  Account  Value  being  allocated  to the AST bond
portfolio  Sub-account will be transferred.  Additionally,  future  transfers into the AST bond portfolio  Sub-account will not be made
(regardless of the performance of the AST bond portfolio  Sub-account and the Permitted  Sub-accounts)  at least until there is first a
transfer out of the AST bond  portfolio  Sub-account.  Once this  transfer  occurs out of the AST bond  portfolio  Sub-account,  future
amounts may be  transferred to or from the AST bond  portfolio  Sub-account if dictated by the formula  (subject to the 90% cap). At no
time will the formula make a transfer to the AST bond  portfolio  Sub-account  that  results in greater than 90% of your Account  Value
being  allocated to the AST bond  portfolio  Sub-account.  However,  it is possible  that,  due to the  investment  performance of your
allocations in the AST bond portfolio  Sub-account and your allocations in the Permitted  Sub-accounts you have selected,  your Account
Value could be more than 90% invested in the AST bond portfolio  Sub-account.  If you make additional purchase payments to your Annuity
while the 90% cap is in effect,  the formula will not  transfer  any of such  additional  purchase  payments to the AST bond  portfolio
Sub-account  at least  until  there is first a  transfer  out of the AST bond  portfolio  Sub-account,  regardless  of how much of your
Account  Value is in the  Permitted  Sub-accounts.  This means that there could be  scenarios  under which,  because of the  additional
purchase  payments you make,  less than 90% of your entire  Account Value is allocated to the AST bond portfolio  Sub-account,  and the
formula  will still not  transfer  any of your Account  Value to the AST bond  portfolio  Sub-account  (at least until there is first a
transfer out of the AST bond portfolio Sub-account).

For example,
o        March 19,  2010 - a  transfer  is made to the AST bond  portfolio  Sub-account  that  results in the 90% cap being met and now
     $90,000 is allocated to the AST bond portfolio Sub-account and $10,000 is allocated to the Permitted Sub-accounts.
o        March 20, 2010 - you make an additional  purchase payment of $10,000.  No transfers have been made from the AST bond portfolio
     Sub-account to the Permitted Sub-accounts since the cap went into effect on March 19, 2010.
o        On March 20, 2010 (and at least until first a transfer is made out of the AST bond portfolio  Sub-account  under the formula),
     the  $10,000  payment  is  allocated  to the  Permitted  Sub-accounts  and on this  date you  have  82% in the AST bond  portfolio
     Sub-account and 18% in the Permitted  Sub-accounts  (such that $20,000 is allocated to the Permitted  Sub-accounts  and $90,000 to
     the AST bond portfolio Sub-account).
o        Once there is a  formula-initiated  transfer  out of the AST bond  portfolio  Sub-account  (of any  amount),  the formula will
     operate as described  above,  meaning that the formula could  transfer  amounts to or from the AST bond  portfolio  Sub-account if
     dictated by the formula (subject to the 90% cap).

Under the operation of the formula,  the 90% cap may come into  existence and be removed  multiple  times while you  participate in the
benefit.  We will  continue to monitor  your  Account  Value daily and, if dictated by the  formula,  systematically  transfer  amounts
between the Permitted Sub-accounts you have chosen and the AST bond portfolio Sub-account as dictated by the formula.

As discussed  above,  each Valuation Day, the formula analyzes the difference  between your Account Value and your guarantees,  as well
as how long you have owned the benefit,  and  determines  if any portion of your Account Value needs to be  transferred  into or out of
the AST bond portfolio  Sub-accounts.  Therefore,  at any given time, some, none, or most of your Account Value may be allocated to the
AST bond portfolio Sub-accounts.

The amount that is  transferred  to and from the AST bond  portfolio  Sub-accounts  pursuant to the  formula  depends  upon a number of
factors unique to your Annuity (and is not necessarily  directly  correlated  with the securities  markets,  bond markets,  or interest
rates, in general) including:
o        The difference between your Account Value and your guarantee amount(s);
o        The amount of time until the maturity of your guarantee(s);
o        The amount invested in, and the performance of, the Permitted Sub-accounts;
o        The amount invested in, and the performance of, the AST bond portfolio Sub-accounts;
o        The discount rate used to determine the present value of your guarantee(s);
o        Additional purchase payments, if any, that you make to the Annuity; and
o        Withdrawals, if any, taken from the Annuity.

Any amounts  invested in the AST bond portfolio  Sub-accounts  will affect your ability to participate in a subsequent  market recovery
within the Permitted  Sub-accounts.  Conversely,  the Account Value may be higher at the beginning of the market recovery, e.g. more of
the Account  Value may have been  protected  from decline and  volatility  than it  otherwise  would have been had the benefit not been
elected. The AST bond portfolio  Sub-accounts are available only with these benefits,  and you may not allocate purchase payments to or
transfer Account Value to or from the AST bond portfolio Sub-accounts.

Transfers do not impact any guarantees that have already been locked-in.

Election/Cancellation of the Benefit
HD GRO II can be elected on the Issue Date of your Annuity,  or on any Valuation  Day  thereafter,  provided that your Account Value is
allocated in a manner permitted with the benefit and you otherwise meet our eligibility  requirements.  You may elect HD GRO II only if
the  oldest of the Owner and  Annuitant  is 84 or younger on the date of  election  (80 or  younger,  in New  York).  If you  currently
participate  in a living  benefit that may be cancelled,  you may terminate  that benefit at any time and elect HD GRO II.  However you
will lose all guarantees that you had accumulated  under the previous  benefit.  The initial guarantee under HD GRO II will be based on
your current Account Value at the time the new benefit becomes effective on your Annuity.

HD GRO II will  terminate  automatically  upon: (a) the death of the Owner or the Annuitant (in an entity owned  contract),  unless the
Annuity is continued by the surviving  spouse;  (b) as of the date Account Value is applied to begin  annuity  payments;  (c) as of the
anniversary of benefit election that immediately  precedes the  contractually-mandated  latest annuity date, or (d) upon full surrender
of the Annuity.  If you elect to terminate the benefit,  HD GRO II will no longer provide any guarantees.  The charge for the HD GRO II
benefit will no longer be deducted from your Account Value upon termination of the benefit.

If you wish, you may cancel the HD GRO II benefit.  You may then elect any other currently  available  living benefit  beginning on the
next  Valuation  Day after you have  cancelled  the HD GRO II benefit,  provided  that your  Account  Value is  allocated in the manner
permitted  with the benefit and you otherwise  meet our  eligibility  requirements.  Upon  cancellation  of the HD GRO II benefit,  any
Account  Value  allocated  to the AST  bond  portfolio  Sub-accounts  used  with  the  formula  will be  reallocated  to the  Permitted
Sub-Accounts  according to your most recent  allocation  instructions  or, in absence of such  instructions,  pro-rata (i.e., in direct
proportion to your current  allocations).  Upon your  re-election of HD GRO II,  Account Value may be transferred  between the AST bond
portfolio  Sub-accounts and the other Sub-accounts  according to the predetermined  mathematical formula (see "Key Feature - Allocation
of Account  Value"  section for more  details).  It is possible that over time the formula could  transfer  some,  most, or none of the
Account Value to the AST bond portfolio  Sub-accounts under the newly-elected  benefit. You also should be aware that upon cancellation
of the HD GRO II benefit,  you will lose all guarantees that you had  accumulated  under the benefit.  Thus, the guarantees  under your
newly-elected  benefit will be based on your  current  Account  Value at the time the new benefit  becomes  effective.  The benefit you
elect or re-elect may be more expensive than the benefit you cancel.

Special Considerations under HD GRO II
This benefit is subject to certain rules and restrictions, including, but not limited to the following:
o        Upon  inception of the benefit,  100% of your Account  Value must be allocated to the  Permitted  Sub-accounts.  The Permitted
     Sub-accounts are those described in the Investment Option section of the prospectus.  No fixed interest rate allocations may be in
     effect as of the date that you elect to participate in the benefit.
o        Transfers  to and from your  elected  Sub-accounts  and an AST bond  portfolio  Sub-account  will not count toward the maximum
     number of free transfers allowable under the Annuity.
o        Any amounts  applied to your Account  Value by us on a maturity date will not be treated as  "investment  in the contract" for
     income tax purposes.
o        As the time remaining until the applicable maturity date gradually  decreases,  the benefit may become increasingly  sensitive
     to moves to an AST bond portfolio Sub-account.
o        We currently limit the Sub-accounts to which you may allocate Account Value if you participate in this benefit.  Moreover,  if
     you are invested in  prohibited  investment  options and seek to acquire the benefit,  we will ask you to  reallocate to permitted
     investment  options as a prerequisite to acquiring the benefit.  Should we prohibit access to any investment option, any transfers
     required to move Account Value to eligible  investment  options will not be counted in  determining  the number of free  transfers
     during an Annuity Year.
o        If you elect this  benefit,  and in  connection  with that  election you are required to  reallocate  to different  investment
     options  permitted under this benefit,  then on the Valuation Day on which we receive your request in Good Order, we will (i) sell
     units of the  non-permitted  investment  options and (ii) invest the proceeds of those sales in the permitted  investment  options
     that you have designated.  During this reallocation  process, your Account Value allocated to the Sub-accounts will remain exposed
     to investment risk, as is the case generally.  The  newly-elected  benefit will commence at the close of business on the following
     Valuation Day. The protection  afforded by the  newly-elected  benefit will not arise until the close of business on the following
     Valuation Day.


Charges under the Benefit
We deduct an annualized  charge equal to 0.60% of the average daily net assets of the  Sub-accounts  (including  any AST bond portfolio
Sub-account) for  participation in the HD GRO II benefit.  The annual charge is deducted daily. The charge is deducted to compensate us
for: (a) the risk that your  Account  Value on the  maturity  date is less than the amount  guaranteed  and (b)  administration  of the
benefit.

Closing of Highest Daily GRO ("HD GRO")
HD GRO is  described  in the  section  of the  prospectus  entitled  "Living  Benefits  ". HD GRO will no longer be  available  for new
elections  (or  re-adds)  in those  jurisdictions  where we have  received  regulatory  approval  to offer HD GRO II. If you  currently
participate  in HD GRO, this closing does not affect you or the guarantees  associated  with your benefit.  However,  subsequent to the
closure, you will no longer be allowed to re-elect HD GRO if you decide to terminate it.

G. Optional 90% Cap Rule Applicable to Highest Daily GRO and GRO Plus 2008
In the  section  entitled  "Living  Benefits  -  Highest  Daily  GRO" and  "Living  Benefits  - GRO Plus  2008 ", we add the  following
description  of an optional  feature for owners of Highest Daily GRO and GRO Plus 2008 that limits the amount of Account Value that can
be allocated to the AST bond portfolio Sub-account used with each benefit.

OPTIONAL FEATURE FOR HIGHEST DAILY GRO and GRO PLUS 2008
If you  currently  own an Annuity and have elected,  as of the date of this  Supplement,  the Highest Daily GRO benefit or the GRO Plus
2008 benefit,  you can elect this optional  feature,  at no additional  cost,  which  utilizes a new asset  transfer  formula.  The new
predetermined  mathematical  formula is  described  below and will replace the  "Transfer  Calculation"  portion of the asset  transfer
formula  currently  used in  connection  with your benefit on a prospective  basis.  This election may only be made once and may not be
revoked once elected. The new asset transfer formula is added to Appendix I in your prospectus, and is provided below.

Although we employ several AST bond portfolio  Sub-accounts  for purposes of the benefit,  the formula  described in the next paragraph
operates so that your Account Value may be allocated to only one AST bond  portfolio  Sub-account  at one time. In the  description  of
the formula in the next paragraph,  we refer to the AST bond portfolio  Sub-account in which you are invested  immediately prior to any
potential  asset transfer as the "Current AST bond portfolio  Sub-account."  The formula may dictate that a transfer out of the Current
AST bond portfolio  Sub-account be made, or alternatively may mandate a transfer into an AST bond portfolio  Sub-account.  Any transfer
into an AST bond portfolio Sub-account will be directed to the AST bond portfolio  Sub-account  associated with the "current liability"
(we refer to that  Sub-account  as the  "Transfer  AST bond  portfolio  Sub-account").  Note  that if the  Current  AST bond  portfolio
Sub-account is associated with the current liability,  then that Sub-account would be the Transfer AST bond portfolio Sub-account,  and
we would simply transfer additional assets into the Sub-account if dictated by the formula.

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

If you make additional  purchase payments to your Annuity while the transfer  restriction of the 90% cap rule is in effect, the formula
will not transfer any of such  additional  purchase  payments to the Transfer AST bond  portfolio  Sub-account  at least until there is
first a transfer out of the Transfer AST bond portfolio  Sub-account,  regardless of how much of your Account Value is in the Permitted
Sub-accounts.  This means that there could be scenarios under which,  because of the additional  purchase  payments you make, less than
90% of your entire Account Value is allocated to the Transfer AST bond portfolio  Sub-account,  and the formula will still not transfer
any of your  Account  Value to the  Transfer  AST bond  portfolio  Sub-account  (at least  until  there is first a transfer  out of the
Transfer AST bond portfolio Sub-account).

For example,
o        March 19, 2010 - a transfer is made that  results in the 90% cap rule being met and now $90,000 is  allocated  to the Transfer
     AST bond portfolio Sub-account and $10,000 is allocated to the Permitted Sub-accounts.
o        March 20, 2010 - you make an additional  purchase  payment of $10,000.  No transfers have been made from the Transfer AST bond
     portfolio Sub-account to the Permitted Sub-accounts since the cap went into effect on March 19, 2010.
o        As of March 20, 2010 (and at least until first a transfer is made out of the Transfer  AST bond  portfolio  Sub-account  under
     the  formula)  the $10,000  payment is  allocated  to the  Permitted  Sub-accounts  and now you have 82% in the  Transfer AST bond
     portfolio  Sub-account and 18% in the Permitted  Sub-accounts  (such that $20,000 is allocated to the Permitted  Sub-accounts  and
     $90,000 is allocated to the Transfer AST bond portfolio Sub-account).
o        Once there is a transfer out of the  Transfer  AST bond  portfolio  Sub-account  (of any amount),  the formula will operate as
     described  above,  meaning that the formula  could  transfer  amounts to or from the Transfer AST bond  portfolio  Sub-account  if
     dictated by the formula (subject to the 90% cap rule).

If at the time you elect the 90% cap rule, more than 90% of your Account Value is allocated to an AST bond portfolio  Sub-account  used
with the benefit,  a transfer  will be made from the AST bond  portfolio  Sub-account  such that Account Value will be allocated 90% to
the AST bond portfolio  Sub-account  and 10% will be allocated to your elected  Sub-accounts.  Amounts to be  transferred  from the AST
bond portfolio  Sub-account to your elected Sub-accounts will be transferred  according to the following  "hierarchy" (i.e., if a given
item is inapplicable,  we use the next instruction that is applicable):  (a) the percentages  dictated by any existing asset allocation
program; or (b) the percentages dictated by any  auto-rebalancing  program; or (c) pro-rata according to amounts currently held in your
elected  Sub-accounts;  or (d)  according to the  currently-effective  allocation  instructions  used for the  allocation of subsequent
Purchase Payments.

It is possible  that  additional  transfers  might occur after this  initial  transfer if dictated by the  formula.  The amount of such
additional  transfer(s)  will vary.  If, on the date this feature is elected,  100% of your Account  Value is allocated to the Transfer
AST  bond  portfolio  Sub-account,  a  transfer  of an  amount  equal  to 10% of your  Account  Value  will  be made to your  Permitted
Sub-accounts.  It is possible than an additional  transfer to the Permitted  Sub-accounts could occur the following  Valuation Day, and
in some  instances  (based  upon the  formula)  this  additional  transfer  could be  large.  Thereafter,  your  Account  Value  can be
transferred between the Transfer AST Bond Portfolio  Sub-account and your Permitted  Sub-accounts as frequently as daily, based on what
the formula prescribes.

Once the transfer  restriction of the 90% cap rule is triggered,  future  transfers  into the Transfer AST bond  portfolio  Sub-account
will not be made  (regardless of the  performance of the Transfer AST bond portfolio  Sub-account  and the Permitted  Sub-accounts)  at
least  until there is first a transfer  out of the  Transfer  AST bond  portfolio  Sub-account.  Once this  transfer  occurs out of the
Transfer AST bond portfolio  Sub-account,  future amounts may be transferred to or from the Transfer AST bond portfolio  Sub-account if
dictated by the formula (subject to the 90% cap rule).

Important Considerations When Electing this Feature:
o        At any given time, some, most or none of your Account Value may be allocated to the Transfer AST bond portfolio Sub-account.
o        Please be aware that because of the way the 90% cap rule asset  transfer  formula  operates,  it is possible that more than or
     less than 90% of your Account Value may be allocated to the Transfer AST bond portfolio Sub-account.
o        If this  feature is elected,  any  Account  Value  transferred  to the  Permitted  Sub-accounts  is subject to the  investment
     performance  of  those  Sub-accounts.  Your  Account  Value  can go up or  down  depending  on the  performance  of the  Permitted
     Sub-accounts you select.
o        Your  election of the 90% cap rule will not result in your  losing the  guarantees  you had  accumulated  under your  existing
     Highest Daily GRO benefit or GRO Plus 2008 benefit.





The following is added to Appendix I in your prospectus:

FORMULA FOR ANNUITIES WITH 90% CAP RULE FEATURE - GRO PLUS 2008 AND HIGHEST DAILY GRO

The following are the terms and definitions referenced in the transfer calculation formula:
o        AV is the current Account Value of the Annuity
o        V is the current Account Value of the elected Sub-accounts of the Annuity
o        B is the total current value of the AST bond portfolio Sub-account
o        Cl is the lower target value. Currently, it is 79%.
o        Ct is the middle target value. Currently, it is 82%.
o        Cu is the upper target value. Currently, it is 85%.
o        T is the amount of a transfer into or out of the Transfer AST bond portfolio Sub-account.

For each guarantee provided under the benefit,
o        Gi is the guarantee amount
o        Ni is the number of days until the maturity date
o        di is the discount rate applicable to the number of days until the maturity date. It is determined with reference to a
         benchmark index, reduced by the Discount Rate Adjustment and subject to the discount rate minimum. The discount rate
         minimum, beginning on the effective date of the benefit, is three percent, and will decline monthly over the first
         twenty-four months following the effective date of the benefit to one percent in the twenty-fifth month, and will remain at
         one percent for every month thereafter. Once selected, we will not change the applicable benchmark index. However, if the
         benchmark index is discontinued, we will substitute a successor benchmark index, if there is one. Otherwise we will
         substitute a comparable benchmark index. We will obtain any required regulatory approvals prior to substitution of the
         benchmark index.

Transfer Calculation

The formula,  which is set on the Effective  Date of the 90% Cap Rule,  and is not changed while the benefit is in effect,  determines,
on each Valuation Day, when a transfer is required.


On the Effective Date of the 90% Cap Rule (and only on this date),  the following asset transfer  calculation is performed to determine
the amount of Account Value allocated to the AST bond portfolio Sub-account:


If (B / (V + B) > .90), then


T = B - [(V + B) * .90]


If T as described  above is greater than $0, then that amount  ("T") is  transferred  from the AST bond  portfolio  Sub-account  to the
elected  Sub-accounts  and no additional  transfer  calculations are performed on the Effective Date of the 90% Cap Rule. Any transfers
into the AST bond  portfolio  Sub-account  are suspended.  The suspension  will be lifted once a transfer out of the AST bond portfolio
Sub-account occurs.


On each  Valuation  Date  thereafter  (including  the Effective  Date of the 90% Cap Rule,  provided (B / (V + B) < = .90), the formula
begins by determining the value on that Valuation Day that, if appreciated at the applicable  discount rate,  would equal the Guarantee
Amount at the end of the Guarantee Period. We call the greatest of these values the "current liability (L)."


L = MAX(Li), where Li = Gi / (1 + di) (Ni/365)

Next the formula calculates the following formula ratio:

r = (L - B) / V

If the formula  ratio exceeds an upper target value,  then all or a portion of the Account  Value will be  transferred  to the AST bond
portfolio  Sub-account  associated  with the  current  liability,  subject  to the rule that  prevents  a  transfer  into that AST bond
portfolio  Sub-account if 90% or more of Account Value is in that Sub-account  (the "90% cap rule").  If at the time we make a transfer
to the AST bond portfolio  Sub-account  associated with the current liability there is Account Value allocated to an AST bond portfolio
Sub-account  not associated  with the current  liability,  we will transfer all assets from that AST bond portfolio  Sub-account to the
AST bond portfolio Sub-account associated with the current liability.

The formula will transfer assets into the Transfer AST bond portfolio Sub-account if r > Cu, subject to the 90% cap rule.

The transfer amount is calculated by the following formula:

T = {Min(MAX(0, (.90 * (V + B)) - B), [L - B - V * Ct] / (1 - Ct))}

If the formula ratio is less than a lower target value and there are assets in the Transfer AST bond  portfolio  Sub-account,  then the
formula will transfer assets out of the Transfer AST bond portfolio Sub-account into the elected Sub-accounts.

The formula will transfer assets out of the Transfer AST bond portfolio Sub-account if r < Cl and B > 0.

The transfer amount is calculated by the following formula:

T = {Min(B, - [L - B - V * Ct] / (1 - Ct))}

If following a transfer to the elected  Sub-accounts,  there are assets  remaining in an AST bond portfolio  Sub-account not associated
with the  current  liability,  we will  transfer  all  assets  from  that  AST bond  portfolio  Sub-account  to the AST bond  portfolio
Sub-account associated with the current liability.

If transfers  into the AST bond  portfolio  Sub-account  are  restricted  due to the  operation  of the 90% cap rule,  then we will not
perform any intra-AST bond portfolio  Sub-account  transfers.  However, if assets transfer out of an AST bond portfolio Sub-account and
into the elected  Sub-accounts  due to the maturity of the AST bond  portfolio,  by operation of the formula,  assets may  subsequently
transfer to another AST bond portfolio Sub-account that is associated with a future guarantee, subject to the 90% cap rule.

H. FORMULA FOR HIGHEST DAILY GRO II AND GRO PLUS II

The following are the terms and definitions reference in the transfer calculation formula:

o        AV is the current Account Value of the Annuity
o        VV is the current Account Value of the elected Sub-accounts of the Annuity
o        VF is the current Account Value of any fixed-rate Sub-accounts of the Annuity
o        B is the total current value of the AST bond portfolio Sub-account
o        Cl is the lower target value. Currently, it is 79%.
o        Ct is the middle target value. Currently, it is 82%.
o        Cu is the upper target value. Currently, it is 85%.
o        T is the amount of a transfer into or out of the AST bond portfolio Sub-account.

For each guarantee provided under the benefit,
o        Gi is the guarantee amount
o        Ni is the number of days until the maturity date
o        di is the discount rate applicable to the number of days until the maturity date. It is determined with reference to a
         benchmark index, reduced by the Discount Rate Adjustment and subject to the discount rate minimum. The discount rate
         minimum, beginning on the effective date of the benefit, is three percent, and will decline monthly over the first
         twenty-four months following the effective date of the benefit to one percent in the twenty-fifth month, and will remain at
         one percent for every month thereafter. Once selected, we will not change the applicable benchmark index. However, if the
         benchmark index is discontinued, we will substitute a successor benchmark index, if there is one. Otherwise we will
         substitute a comparable benchmark index. We will obtain any required regulatory approvals prior to substitution of the
         benchmark index.

The formula, which is set on the effective date and is not changed while the benefit is in effect,  determines,  on each Valuation Day,
when a transfer is required.

The formula begins by determining  the value on that  Valuation Day that, if appreciated at the applicable  discount rate,  would equal
the guarantee amount at the end of each applicable guarantee period. We call the greatest of these values the "current liability (L)."

L = MAX(Li), where Li = Gi / (1 + di) (Ni/365)

Next the formula calculates the following formula ratio:

r = (L - B) / (VV + VF)

If the formula  ratio exceeds an upper target value,  then all or a portion of the Account  Value will be  transferred  to the AST bond
portfolio  Sub-account  associated with the current liability subject to the rule that prevents a transfer into that AST bond portfolio
Sub-account if 90% or more of Account Value is in that  Sub-account  (the "90% cap"). If at the time we make a transfer to the AST bond
portfolio  Sub-account  associated with the current liability there is Account Value allocated to an AST bond portfolio Sub-account not
associated with the current liability,  we will transfer all assets from that AST bond portfolio  Sub-account to the AST bond portfolio
Sub-account associated with the current liability.

The formula will transfer assets into the AST bond portfolio Sub-account if r > Cu, subject to the 90% cap rule.

The transfer amount is calculated by the following formula:

T = {Min(MAX(0, (.90 * (VV + VF + B)) - B), [L - B - (VV+ VF) * Ct] / (1 - Ct))}

If the formula  ratio is less than a lower target value and there are assets in the AST bond  portfolio  Sub-account,  then the formula
will transfer assets out of the AST bond portfolio Sub-account into the elected Sub-accounts.


The formula will transfer assets out of the AST bond portfolio Sub-account if r < Cl and B > 0.

The transfer amount is calculated by the following formula:

T = {Min(B, - [L - B - (VV + VF) * Ct] / (1 - Ct))}

If following a transfer to the elected  Sub-accounts,  there are assets  remaining in a AST bond portfolio  Sub-account  not associated
with the  current  liability,  we will  transfer  all  assets  from  that  AST bond  portfolio  Sub-account  to the AST bond  portfolio
Sub-account associated with the current liability.

If transfers  into the AST bond  portfolio  Sub-account  are  restricted  due to the  operation  of the 90% cap rule,  then we will not
perform any intra-AST bond portfolio  Sub-account  transfers.  However, if assets transfer out of an AST bond portfolio Sub-account and
into the elected  Sub-accounts  due to the maturity of the AST bond  portfolio,  by operation of the formula,  assets may  subsequently
transfer to another AST bond portfolio Sub-account that is associated with a future guarantee, subject to the 90% cap.

I. AMENDED DISCLOSURE PERTAINING TO HIGHEST DAILY GRO
We revise the  following  line item (and  footnote  3) in the section of your  prospectus  entitled  "Your  Optional  Benefit  Fees and
Charges" to read as appears  below.  This change  reflects the fact that the current charge and maximum charge for this benefit are the
same, and thus corrects the comparable portion of the May 1, 2009 prospectus.

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

                                               YOUR OPTIONAL BENEFIT FEES AND CHARGES(1)
- ----------------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------- ------------------------ ------------------------ ------------------------- ------------------------
         OPTIONAL BENEFIT            OPTIONAL BENEFIT FEE/   TOTAL ANNUAL CHARGE(2)    TOTAL ANNUAL CHARGE(2)   TOTAL ANNUAL CHARGE(2)
                                         CHARGE (as a          for AS Cornerstone            for ASL II                 for XT6
                                         percentage of
                                        Sub-account net
                                        assets, unless
                                     otherwise indicated)
- ----------------------------------- ------------------------ ------------------------ ------------------------- ------------------------
- ----------------------------------- ------------------------ ------------------------ ------------------------- ------------------------

HIGHEST DAILY GRO II

Current and Maximum Charge(3)                0.60%                    1.75%                    2.25%                     2.25%
- ----------------------------------- ------------------------ ------------------------ ------------------------- ------------------------

How Charge is Determined

1) Highest  Daily GRO:  Charge for this benefit is assessed  against the average daily net assets of the  Sub-accounts.  If you elected
the benefit prior to May 1, 2009,  the fees are as follows:  The current  charge is 0.35% of Sub-account  assets.  For AS  Cornerstone,
1.50% total annual charge  applies in all Annuity Years.  For ASL II, 2.00% total annual charge  applies in all Annuity Years,  and for
XT6,  2.00% total annual charge  applies in Annuity Years 1-10 and is 1.00%  thereafter.  If you elected the benefit on or after May 1,
2009, the fees are as follows:  For AS  Cornerstone,  1.75% total annual charge  applies in all Annuity Years.  For ASL II, 2.25% total
annual  charge  applies in all  Annuity  Years,  and for XT6,  2.25% total  annual  charge  applies in Annuity  Years 1-10 and is 1.25%
thereafter.
2) The Total Annual Charge includes the Insurance  Charge and  Distribution  Charge (if applicable)  assessed against the average daily
net assets  allocated to the  Sub-accounts.  If you elect more than one optional  benefit,  the Total Annual  Charge would be higher to
include the charge for each optional benefit.
3) Because  there is no higher  charge to which we could  increase the current  charge,  the current and maximum  charge are on and the
same.  Thus, so long as you retain the benefit,  we cannot  increase your charge for the benefit.  However,  subject to any  regulatory
approval,  we do reserve the right to increase the charge for newly-issued  Annuities that elect the benefit and for existing Annuities
that elect or re-add the benefit post-issue.


J.  OTHER INFORMATION:

a.       Contingent on  shareholder  approval,  effective on or about  November 13, 2009,  the AST Focus Four Plus Portfolio will merge
     into the AST First Trust Capital  Appreciation  Target  Portfolio.  Thereafter,  the AST Focus Four Plus  Portfolio  will cease to
     exist,  and any Account Value that had been invested in the AST Focus Four Plus  Portfolio  Sub-account  immediately  prior to the
     merger will be deposited into the AST First Trust Capital Appreciation Target Portfolio Sub-account.

b.       The following  underlying  portfolios are added as Sub-accounts to your Annuity effective January 4, 2010, however please note
     that you may not make Purchase Payments to, or transfer Account Value from, these  Sub-accounts,  and that these  Sub-accounts are
     available  only with  certain  living  benefits.  In the  section  entitled  "Summary of Contract  Fees and  Charges,"  we add the
     following to the table of Underlying Mutual Fund Portfolio Annual Expenses:


                                                                                                                Acquired    Total Annual
                       UNDERLYING PORTFOLIO                                                                     Portfolio     Portfolio
                                                                     Management Fee      Other     (12b-1)       Fees &       Expenses
                                                                                       Expenses       Fee       Expenses
- ------------------------------------------------------------------- ----------------- ------------ ----------- ------------ --------------
- ------------------------------------------------------------------- ----------------- ------------ ----------- ------------ --------------
AST Bond Portfolio 2017                                                  0.65%*         0.31%**      0.00%        0.00%       0.96%***
AST Bond Portfolio 2021                                                  0.65%*         0.31%**      0.00%        0.00%       0.96%***
* The  contractual  investment  management  fee rate is subject to certain  breakpoints.  In the event the combined  average  daily net
assets of the AST Bond Portfolio  2017, the AST Bond Portfolio  2021, the AST Bond Portfolio 2015, the AST Bond Portfolio 2016, the AST
Bond Portfolio  2018, the AST Bond Portfolio 2019, the AST Bond Portfolio  2020, and the AST Investment  Grade Bond Portfolio  (each, a
Bond Portfolio and  collectively,  the Bond  Portfolios) do not exceed $500 million,  each Portfolio's  investment  management fee rate
will equal 0.65% of its average  daily net assets.  In the event the combined  average daily net assets of the Bond  Portfolios  exceed
$500 million,  the portion of a Portfolio's  assets to which the  investment  management fee rate of 0.65% applies and the portion of a
Portfolio's  assets to which the  investment  management  fee rate of 0.64% applies will be  determined  on a pro rata basis.  Such fee
would be computed as follows.

                          [0.65% x ($500 million x Individual Portfolio Assets / Combined Portfolio Assets)] +

             [0.64% x (Combined Portfolio Assets - $500 million) x Individual Portfolio Assets / Combined Portfolio Assets]

**  Estimates  based on an assumed  average  daily net asset  level of $50  million  for each  Portfolio  during the fiscal year ending
December 31, 2010.  As used in  connection  with each  Portfolio,  "other  expenses"  includes  expenses for  accounting  and valuation
services,  custodian  fees,  audit and legal fees,  transfer  agency fees,  fees paid to  non-interested  Trustees,  and certain  other
miscellaneous  items. Each Portfolio also will pay  participating  insurance  companies an administrative  services fee of 0.10% of its
average daily net assets on an annualized basis, subject to certain voluntary  asset-based  breakpoints.  Such administrative  services
fee will compensate  participating  insurance companies for providing certain services to beneficial shareholders in lieu of the Trust,
including the printing and mailing of fund prospectuses and shareholder reports.

***  Estimates  based on an assumed  average  daily net asset  level of $50 million  for each  Portfolio  during the fiscal year ending
December 31, 2010. The Investment  Managers have  contractually  agreed to waive a portion of their  investment  management fees and/or
reimburse  certain expenses for each Portfolio so that each Portfolio's  investment  management fees plus other expenses  (exclusive in
all cases of taxes, interest,  brokerage commissions,  distribution fees, acquired fund fees and expenses, and extraordinary  expenses)
do not exceed 1.00% of each Portfolio's average daily net assets for the fiscal year ending December 31, 2010.





c.       In the section entitled, "Investment Options," we add the following table of "Investment Objectives/Policies"

    ---------------------------------------------------------------------------------------------------------------------------------
         STYLE/TYPE                                                                                             PORTFOLIO ADVISOR/
                                                    INVESTMENT OBJECTIVES/POLICIES                                 SUB-ADVISOR
    ---------------------------------------------------------------------------------------------------------------------------------
    ---------------------------------------------------------------------------------------------------------------------------------
                                                         ADVANCED SERIES TRUST
    ---------------------------------------------------------------------------------------------------------------------------------
    ---------------------------------------------------------------------------------------------------------------------------------
        Fixed Income     AST Bond Portfolio 2017: seeks the highest potential total return consistent with    Prudential Investment
                         its specified level of risk tolerance to meet the parameters established to support
                         the GRO benefits and maintain liquidity to support changes in market conditions for
                         a fixed maturity of 2017.  Please note that you may not make Purchase Payments to,
                         or transfer Account Value to or from, this portfolio, and that this portfolio is        Management, Inc.
                         available only with certain living benefits.
    ---------------------------------------------------------------------------------------------------------------------------------
    ---------------------------------------------------------------------------------------------------------------------------------
                         AST Bond Portfolio 2021: seeks the highest potential total return consistent with
                         its specified level of risk tolerance to meet the parameters established to support
                         the GRO benefits and maintain liquidity to support changes in market conditions for  Prudential Investment
        Fixed Income     a fixed maturity of 2021.  Please note that you may not make Purchase Payments to,      Management, Inc.
                         or transfer Account Value to or from, this portfolio, and that this portfolio is
                         available only with certain living benefits.
    ---------------------------------------------------------------------------------------------------------------------------------


 XT8SUP4




                                                                                        Prudential Annuities Life Assurance Corporation

ADVANCED SERIES XTRA CREDIT EIGHTSM ("XT8")SM

                                                  Supplement dated November 16, 2009
                                                                  To
                                                     Prospectus dated May 1, 2009

This  supplement  should be read and retained with the prospectus for your Annuity.  If you would like another copy of the  prospectus,
please call us at 1-888-PRU-2888.

This supplement  describes two new guaranteed minimum  accumulation  benefits called Highest DailySM Guaranteed Return Option SM II and
Guaranteed  Return  OptionSM  Plus II. Each of these  benefits  is an optional  benefit  available  under each of the  above-referenced
Annuities.

This supplement also describes an option available to those currently  participating  in Highest Daily GROSM or GRO Plus 2008SM,  under
which they may elect,  at no cost, a "90% cap rule" that limits the amount of Account Value that may be  transferred  into the required
AST bond portfolio  Sub-account.  If you elect the 90% cap rule, we will replace the current  formula  governing  asset transfers under
the benefit with a formula that will transfer no more than 90% of Account Value into the applicable AST bond portfolio Sub-account.

Highest  DailySM  Guaranteed  Return  OptionSM II (HD GROSM II) and  Guaranteed  Return  OptionSM Plus II (GRO Plus II) are  guaranteed
optional  accumulation  benefits.  In contrast to an optional lifetime income benefit that guarantees a specified amount of withdrawals
for life, an accumulation  benefit  guarantees a minimum account value as of a designated  future date.  Thus,  either HD GRO II or GRO
Plus II may be an  appropriate  option for an annuity owner who wants a guaranteed  minimum  account value after a specified  number of
years.  Because the  guarantee  inherent in each benefit does not take effect  until a specified  number of years into the future,  you
should elect such a benefit only if your investment time horizon is of at least that duration.  Please see the introductory  section of
"Living  Benefits" in the prospectus for a general  discussion of our optional  living  benefits.  As is the case with optional  living
benefits in general, the fulfillment of our guarantee under these benefits is dependent on our claims-paying ability.

A. We include the following revised entry in the "GLOSSARY OF TERMS" section of the prospectus:

Guaranteed  Return Option  PlusSM2008 (GRO Plus 2008)SM/  Guaranteed  Return  OptionSMPlus II (GRO Plus  II)/Highest  Daily  Guaranteed
Return  OptionSM(Highest  Daily  GRO)SM/Highest  Daily Guaranteed Return  OptionSMII (HD GROSMII):  Each of GRO Plus 2008, GRO Plus II,
Highest Daily GRO, 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.

B. We revise the section  entitled "Your Optional  Benefit Fees and Charges" to add the following line items that set forth the fee for
each of HD GRO II and GRO Plus II:
- ----------------------------------------------------------------------------------------------------------------------------------------

                                               YOUR OPTIONAL BENEFIT FEES AND CHARGES(1)
- ----------------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------- -------------------------------------------- --------------------------------------------
              OPTIONAL BENEFIT                            OPTIONAL BENEFIT FEE/                       TOTAL ANNUAL CHARGE(2)
                                               CHARGE (as a percentage of Sub-account net                     for XT8
                                                   assets, unless otherwise indicated)
- ---------------------------------------------- -------------------------------------------- --------------------------------------------
- ---------------------------------------------- -------------------------------------------- --------------------------------------------

GRO PLUS II

Current and Maximum Charge(3)                                     0.60%                                        2.35%
- ---------------------------------------------- -------------------------------------------- --------------------------------------------
- ---------------------------------------------- -------------------------------------------- --------------------------------------------

HIGHEST DAILY GRO II

Current and Maximum Charge(3)                                     0.60%                                        2.35%
- ---------------------------------------------- -------------------------------------------- --------------------------------------------






How Charge is Determined

1) GRO Plus II: Charge for this benefit is assessed against the average daily net assets of the  Sub-accounts.  The total annual charge
is 2.35%.
Highest Daily GRO II: Charge for this benefit is assessed  against the average daily net assets of the  Sub-accounts.  The total annual
charge is 2.35%.
2) The Total Annual Charge includes the Insurance Charge assessed  against the average daily net assets allocated to the  Sub-accounts.
If you elect more than one optional benefit, the Total Annual Charge would be higher to include the charge for each optional benefit.
3) Because there is no higher charge to which we could increase the current  charge,  the current charge and maximum charge are one and
the same.  Thus,  so long as you  retain  the  benefit,  we cannot  increase  your  charge  for the  benefit.  However,  subject to any
regulatory  approval,  we do reserve  the right to  increase  the charge for  newly-issued  Annuities  that elect the  benefit  and for
existing Annuities that elect or re-add the benefit post-issue.

C. The "Summary - Options for Guaranteed Accumulation" section is revised, in pertinent part, as follows:

These benefits contain detailed provisions, so please see the following sections of the prospectus for complete details:

o        Guaranteed Return Option Plus 2008*
o        Highest Daily GRO*
o        Guaranteed Return Option Plus II
o        Highest Daily GRO II

* No longer available for new elections in a given state once Highest Daily GRO II and GRO Plus II,  respectively,  is approved in that
State.

D. With respect to the "Investment  Options" section of the prospectus,  we clarify that those electing either Guaranteed Return Option
Plus II or Highest Daily  Guaranteed  Return Option II must limit their investment  options to the Group I investment  options or Group
II Optional Allocation & Rebalancing Program investment options set forth below:

                                                Group I: Allowable Benefit Allocations
Permitted Sub-accounts

AST Academic Strategies Asset Allocation
AST Advanced Strategies
AST Balanced Asset Allocation
AST Capital Growth Asset Allocation
AST CLS Growth Asset Allocation
AST CLS Moderate Asset Allocation
AST First Trust Balanced Target
AST First Trust Capital Appreciation Target
AST Horizon Growth Asset Allocation
AST Horizon Moderate Asset Allocation
AST Niemann Capital Growth Asset Allocation
AST Preservation Asset Allocation
AST Schroders Multi-Asset World Strategies
AST T. Rowe Price Asset Allocation
Franklin Templeton VIP Founding Funds Allocation Fund

                                          Group II: Optional Allocation & Rebalancing Program

Permitted Sub-accounts

AST Academic Strategies Asset Allocation
AST Advanced Strategies
AST Aggressive Asset Allocation
AST AllianceBernstein Growth & Income
AST Balanced Asset Allocation
AST CLS Growth Asset Allocation
AST CLS Moderate Asset Allocation
AST AllianceBernstein Core Value
AST American Century Income & Growth
AST Capital Growth Asset Allocation
AST Cohen & Steers Realty
AST DeAM Large-Cap Value
AST Federated Aggressive Growth
AST First Trust Balanced Target
AST First Trust Capital Appreciation Target
AST Global Real Estate
AST Goldman Sachs Concentrated Growth
AST Goldman Sachs Mid-Cap Growth
AST Goldman Sachs Small-Cap Value
AST High Yield
AST Horizon Growth Asset Allocation
AST Horizon Moderate Asset Allocation
AST International Growth
AST International Value
AST Jennison Large-Cap Growth
AST Jennison Large-Cap Value
AST JPMorgan International Equity
AST Large-Cap Value
AST Lord Abbett Bond-Debenture
AST Marsico Capital Growth
AST MFS Global Equity
AST MFS Growth
AST Mid-Cap Value
AST Money Market
AST Neuberger Berman Mid-Cap Growth
AST Neuberger Berman/LSV Mid-Cap Value
AST Neuberger Berman Small-Cap Growth
AST Niemann Capital Growth Asset Allocation
AST Parametric Emerging Markets Equity
AST PIMCO Limited Maturity Bond
AST PIMCO Total Return Bond
AST Preservation Asset Allocation
AST QMA US Equity Alpha
AST Schroders Multi-Asset World Strategies
AST Small-Cap Growth
AST Small-Cap Value
AST T. Rowe Price Asset Allocation
AST T. Rowe Price Global Bond
AST T. Rowe Price Large-Cap Growth
AST T. Rowe Price Natural Resources
AST UBS Dynamic Alpha
AST Western Asset Core Plus Bond
Franklin Templeton VIP Founding Funds Allocation Fund


E. GUARANTEED RETURN OPTION Plus II

We add the following to the section entitled "Living Benefits."

Guaranteed Return Option Plus II (GRO Plus II)
You can elect this benefit on the Issue Date of your Annuity, or at any time thereafter if available.  In addition,  you may cancel GRO
Plus II and then re-elect the benefit  beginning on the next Valuation Day if available,  provided that your Account Value is allocated
as required by the benefit and you otherwise meet our eligibility  rules.  If you cancel the benefit,  you lose all guarantees that you
had accumulated under the benefit.  The initial  guarantee under the newly-elected  benefit will be based on your current Account Value
at the time the new benefit  becomes  effective on your Annuity.  GRO Plus II is not available if you participate in any other optional
living  benefit.  However,  GRO Plus II may be elected  together with any optional  death  benefit,  other than the Highest Daily Value
Death Benefit.  As detailed below under "Key Feature - Allocation of Account  Value",  your  participation  in this benefit among other
things entails your  participation in a program that, as dictated by a predetermined  mathematical  formula,  may transfer your Account
Value between your elected Sub-accounts and an AST bond portfolio Sub-account.

Under GRO Plus II, we guarantee  that the Account Value on the date that the benefit is added to your Annuity  (adjusted for subsequent
purchase  payments and  withdrawals  as detailed  below) will not be any less than that original  value on the seventh  anniversary  of
benefit election and each anniversary  thereafter.  We refer to this initial guarantee as the "base guarantee." In addition to the base
guarantee,  GRO Plus II offers the  possibility of an enhanced  guarantee.  You may "manually"  lock in an enhanced  guarantee once per
"benefit year" (i.e., a year beginning on the date you acquired the benefit and each  anniversary  thereafter) if your Account Value on
that Valuation Day exceeds the amount of any  outstanding  base guarantee or enhanced  guarantee.  If you elect to manually  lock-in an
enhanced  guarantee on an anniversary of the effective date of the benefit,  that lock-in will not count toward the one elective manual
lock-in you may make each benefit year. We guarantee that the Account Value  locked-in by that enhanced  guarantee will not be any less
seven years later, and each anniversary of that date thereafter.  In addition,  you may elect an automatic  enhanced  guarantee feature
under which, if your Account Value on a benefit  anniversary  exceeds the highest  existing  guarantee by 7% or more, we guarantee that
such Account Value will not be any less seven benefit  anniversaries  later and each benefit anniversary  thereafter.  You may maintain
only one enhanced  guarantee  in addition to your base  guarantee.  Thus,  when a new  enhanced  guarantee  is created,  it cancels any
existing enhanced  guarantee.  However,  the fact that an enhanced guarantee was effected  automatically on a benefit  anniversary does
not prevent you from  "manually"  locking-in  an enhanced  guarantee  during the ensuing  benefit year.  Conversely,  the fact that you
"manually"  locked in an enhanced  guarantee  does not preclude the  possibility of an automatic  enhanced  guarantee on the subsequent
benefit  anniversary.  You may elect to terminate an enhanced  guarantee  without also  terminating the base guarantee.  If you do, any
amounts  held in the AST bond  portfolio  Sub-account  with  respect  to that  enhanced  guarantee  will be  transferred  to your other
Sub-accounts in accordance with your most recent allocation instructions (see below "Key Feature - Allocation of Account Value").

Amounts  held in an AST bond  portfolio  Sub-account  with respect to the base  guarantee  will not be  transferred  as a result of the
termination of an enhanced  guarantee.  You may not lock in an enhanced  guarantee,  either manually or through our optional  automatic
program,  within seven years of the date by which annuity  payments must commence under the terms of your Annuity  (please see "How and
When Do I Choose The Annuity Payment  Option?" in the prospectus for further  information on your maximum Annuity Date).  The inability
to lock in an enhanced  guarantee  referenced in the  immediately  preceding  sentence also applies to a new Owner who has acquired the
Annuity from the original Owner.

In general,  we refer to a date on which the Account Value is guaranteed to be present as the "maturity  date". If the Account Value on
the maturity date is less than the guaranteed  amount,  we will  contribute  funds from our general account to bring your Account Value
up to the  guaranteed  amount.  If the  maturity  date is not a  Valuation  Day,  then we would  contribute  such an amount on the next
Valuation  Day. We will allocate any such amount to each  Sub-account  (other than the AST bond  portfolio  Sub-account  used with this
benefit and described below) in accordance with your most recent allocation  instructions.  Regardless of whether we need to contribute
funds at the end of a guarantee  period,  we will at that time  transfer  all amounts  held within the AST bond  portfolio  Sub-account
associated with the maturing  guarantee to your other  Sub-accounts  on a pro rata basis,  unless your Account Value is being allocated
according  to an asset  allocation  program,  in such case,  your Account  Value will be  transferred  according  to the  program.  The
guarantees  provided by the benefit exist only on the  applicable  maturity  date(s).  However,  due to the ongoing  monitoring of your
Account  Value,  and the  transfer of Account  Value to support our future  guarantees,  the benefit may provide some  protection  from
significant  Sub-account  losses. For this same reason, the benefit may limit your ability to benefit from Sub-account  increases while
it is in effect.


We increase  both the base  guarantee and any enhanced  guarantee by the amount of each  Purchase  Payment  (including  any  associated
purchase  Credits) made subsequent to the date that the guarantee was  established.  For example,  if the effective date of the benefit
was January 1, 2010 and the Account  Value was  $100,000 on that date,  then a $30,000  Purchase  Payment  made on March 30, 2011 would
increase the base guarantee amount to $130,000.

If you make a withdrawal  (including any CDSC), we effect a proportional  reduction to each existing  guarantee  amount. We calculate a
proportional  reduction by reducing each existing guarantee amount by the percentage  represented by the ratio of the withdrawal amount
(including any CDSC) to your Account Value immediately prior to the withdrawal.

If you make a  withdrawal,  we will  deduct the  withdrawal  amount  pro rata from each of your  Sub-accounts  (including  the AST bond
portfolio Sub-account used with this benefit).

Any partial  withdrawal for payment of any third party  investment  advisory  service will be treated as a withdrawal,  and will reduce
each guarantee amount proportionally, in the manner indicated above.

EXAMPLE

This example is purely  hypothetical  and does not reflect the charges for the benefit or any other fees and charges under the Annuity.
It is intended to illustrate the proportional reduction of a withdrawal on each guarantee amount under this benefit.

Assume the following:
o        The Issue Date is December 1, 2010
o        The benefit is elected on December 1, 2010
o        The Account Value on December 1, 2010 is $200,000, which results in a base guarantee of $200,000
o        An enhanced guarantee amount of $300,000 is locked in on December 1, 2011
o        The Account Value immediately prior to the withdrawal is equal to $300,000
o        No CDSC is applicable

If a withdrawal  of $50,000 is taken on December  15, 2011,  all  guarantee  amounts will be reduced by the ratio the total  withdrawal
amount represents of the Account Value just prior to the withdrawal being taken.

Here is the calculation (figures are rounded):

- ---------------------------------------------------------------------------------------------------------------------------------------
Withdrawal Amount divided by                            $ 50,000
Account Value before withdrawal                         $300,000
Equals ratio                                            16.67%
All guarantees will be reduced by the above ratio (16.67%)
Base guarantee amount                                   $166,667
Enhanced guarantee amount                               $250,000
- ---------------------------------------------------------------------------------------------------------------------------------------

Key Feature - Allocation of Account Value
We limit the Sub-accounts to which you may allocate  Account Value if you elect GRO Plus II. For purposes of this benefit,  we refer to
those  permitted  investment  options  (other  than the  required  bond  portfolio  Sub-accounts  discussed  below)  as the  "Permitted
Sub-accounts."

GRO Plus II uses a predetermined  mathematical  formula to help manage your guarantees  through all market cycles.  Because the formula
is made part of your Rider schedule supplement,  the formula applicable to you may not be altered once you elect the benefit.  However,
subject to regulatory  approval,  we do reserve the right to amend the formula for  newly-issued  Annuities  that elect or re-elect GRO
Plus II and for existing  Annuities that elect the benefit  post-issue.  This required  formula helps us manage our financial  exposure
under GRO Plus II, by moving  assets out of certain  Sub-accounts  if dictated  by the  formula  (see  below).  In essence,  we seek to
preserve the value of these assets,  by  transferring  them to a more stable option (i.e.,  one or more  specified  bond  portfolios of
Advanced Series Trust).  We refer to the Sub-accounts  corresponding  to these bond portfolios  collectively as the "AST bond portfolio
Sub-accounts".  The formula  also  contemplates  the  transfer of Account  Value from an AST bond  portfolio  Sub-account  to the other
Sub-accounts in certain other scenarios.  The formula is set forth in Section H of this Supplement.  A summary  description of each AST
bond  portfolio  Sub-account  appears within the Prospectus  section  entitled "What Are The Investment  Objectives and Policies Of The
Portfolios?" You will be furnished with a prospectus  describing the AST bond portfolios.  In addition,  you can find a copy of the AST
bond portfolio prospectus by going to www.prudentialannuities.com.

For purposes of operating the GRO Plus II formula, we have included within this Annuity several AST bond portfolio  Sub-accounts.  Each
AST bond portfolio is unique, in that its underlying  investments  generally mature at different times. For example,  there would be an
AST bond  portfolio  whose  underlying  investments  generally  mature in 2020,  an AST bond  portfolio  whose  underlying  investments
generally mature in 2021, and so forth. As discussed below,  the formula  determines the appropriate AST bond portfolio  Sub-Account to
which Account  Value is  transferred.  We will  introduce  new AST bond  portfolio  Sub-accounts  in  subsequent  years,  to correspond
generally to the length of new  guarantee  periods that are created  under this benefit (and the Highest  Daily GRO  benefits).  If you
have  elected  GRO Plus II, you may have  Account  Value  allocated  to an AST bond  portfolio  Sub-account  only by  operation  of the
predetermined  mathematical  formula,  and  thus  you  may not  allocate  purchase  payments  to or make  transfers  to or from  such a
Sub-account.  Please see the Prospectus for your Annuity and the prospectus for the Advanced  Series Trust for more  information  about
each AST bond portfolio used with this benefit.

Although we employ several AST bond portfolio  Sub-accounts  for purposes of the benefit,  the formula  described in the next paragraph
operates so that your Account  Value may be allocated to only one AST bond  portfolio  Sub-account  at one time.  On any day a transfer
into or out of the AST bond  portfolio  Sub-account  is made the  formula  may dictate  that a transfer  out of one AST bond  portfolio
Sub-account be made into another AST bond portfolio  Sub-account.  Any transfer into an AST bond portfolio Sub-account will be directed
to the AST bond  portfolio  Sub-account  associated  with the "current  liability",  as described  below.  As  indicated,  the AST bond
portfolio  Sub-accounts  are  employed  with this  benefit to help us mitigate  the  financial  risks  under our  guarantee.  Thus,  in
accordance with the formula applicable to you under the benefit,  we determine which AST bond portfolio  Sub-account your Account Value
is transferred to, and under what circumstances a transfer is made.

In general,  the formula works as follows. On each Valuation Day, the formula  automatically  performs an analysis with respect to each
guarantee that is outstanding.  For each outstanding  guarantee,  the formula begins by determining the present value on that Valuation
Day that, if appreciated at the  applicable  "discount  rate",  would equal the  applicable  guarantee  amount on the maturity date. As
detailed in the  formula,  the discount  rate is an interest  rate  determined  by taking a benchmark  index used within the  financial
services  industry and then reducing that interest rate by a prescribed  adjustment.  Once  selected,  we do not change the  applicable
benchmark  index  (although we do reserve the right to use a new  benchmark  index if the  original  benchmark  is  discontinued).  The
greatest of each such  present  value is referred to as the  "current  liability"  in the  formula.  The formula  compares  the current
liability to the amount of your Account  Value held within the AST bond  portfolio  Sub-account  and to your Account  Value held within
the  Permitted  Sub-accounts.  If the current  liability,  reduced by the amount held within the AST bond  portfolio  Sub-account,  and
divided by the amount held within the Permitted  Sub-accounts,  exceeds an upper target value  (currently,  85%), then the formula will
make a transfer  into the AST bond  portfolio  Sub-account,  in the amount  dictated by the formula  (subject to the 90% cap  discussed
below).  If the current  liability,  reduced by the amount held within the AST bond  portfolio  Sub-account,  and divided by the amount
within your other  Sub-accounts,  is less than a lower target value  (currently,  79%),  then the formula will  transfer  Account Value
within the AST bond portfolio Sub-account into the Permitted Sub-accounts, in the amount dictated by the formula.

The formula will not execute a transfer to the AST bond  portfolio  Sub-account  that  results in more than 90% of your  Account  Value
being  allocated to the AST bond  portfolio  Sub-account  ("90% cap").  Thus,  on any  Valuation  Day, if the formula  would  require a
transfer to the AST bond  portfolio  Sub-account  that would  result in more than 90% of the Account  Value being  allocated to the AST
bond  portfolio  Sub-account,  only the amount  that  results in exactly  90% of the  Account  Value  being  allocated  to the AST bond
portfolio  Sub-account will be transferred.  Additionally,  future  transfers into the AST bond portfolio  Sub-account will not be made
(regardless of the performance of the AST bond portfolio  Sub-account and the Permitted  Sub-accounts)  at least until there is first a
transfer out of the AST bond  portfolio  Sub-account.  Once this  transfer  occurs out of the AST bond  portfolio  Sub-account,  future
amounts may be  transferred to or from the AST bond  portfolio  Sub-account if dictated by the formula  (subject to the 90% cap). At no
time will the formula make a transfer to the AST bond  portfolio  Sub-account  that  results in greater than 90% of your Account  Value
being  allocated to the AST bond  portfolio  Sub-account.  However,  it is possible  that,  due to the  investment  performance of your
allocations in the AST bond portfolio  Sub-account and your allocations in the Permitted  Sub-accounts  you have elected,  your Account
Value could be more than 90% invested in the AST bond portfolio  Sub-account.  If you make additional purchase payments to your Annuity
while the 90% cap is in effect,  the formula will not  transfer  any of such  additional  purchase  payments to the AST bond  portfolio
Sub-account  at least  until  there is first a  transfer  out of the AST bond  portfolio  Sub-account,  regardless  of how much of your
Account  Value is in the  Permitted  Sub-accounts.  This means that there could be  scenarios  under which,  because of the  additional
purchase  payments you make,  less than 90% of your entire  Account Value is allocated to the AST bond portfolio  Sub-account,  and the
formula  will still not  transfer  any of your Account  Value to the AST bond  portfolio  Sub-account  (at least until there is first a
transfer out of the AST bond portfolio Sub-account).

For example,

o        March 19,  2010 - a  transfer  is made to the AST bond  portfolio  Sub-account  that  results in the 90% cap being met and now
     $90,000 is allocated to the AST bond portfolio Sub-account and $10,000 is allocated to the Permitted Sub-accounts.
o        March 20, 2010 - you make an additional  purchase payment of $10,000.  No transfers have been made from the AST bond portfolio
     Sub-account to the Permitted Sub-accounts since the cap went into effect on March 19, 2010.
o        On March 20, 2010 (and at least until first a transfer is made out of the AST bond  portfolio  Sub-account  under the formula)
     - the  $10,000  payment  is  allocated  to the  Permitted  Sub-accounts  and on this  date you have 82% in the AST bond  portfolio
     Sub-account and 18% in the Permitted  Sub-accounts  (such that $20,000 is allocated to the Permitted  Sub-accounts  and $90,000 to
     the AST bond portfolio Sub-account).
o        Once there is a transfer out of the AST bond  portfolio  Sub-account  (of any  amount),  the formula will operate as described
     above,  meaning that the formula could transfer  amounts to or from the AST bond portfolio  Sub-account if dictated by the formula
     (subject to the 90% cap).

Under the operation of the formula,  the 90% cap may come into  existence and be removed  multiple  times while you  participate in the
benefit.  We will  continue to monitor  your  Account  Value daily and, if dictated by the  formula,  systematically  transfer  amounts
between the Permitted Sub-accounts you have chosen and the AST bond portfolio Sub-account as dictated by the formula.

As discussed  above,  each Valuation Day, the formula analyzes the difference  between your Account Value and your guarantees,  as well
as how long you have owned the benefit,  and  determines  if any portion of your Account Value needs to be  transferred  into or out of
the AST bond portfolio  Sub-accounts.  Therefore,  at any given time, some, none, or most of your Account Value may be allocated to the
AST bond portfolio Sub-accounts.

The amount that is  transferred  to and from the AST bond  portfolio  Sub-accounts  pursuant to the  formula  depends  upon a number of
factors unique to your Annuity (and is not necessarily  directly  correlated  with the securities  markets,  bond markets,  or interest
rates, in general) including:
o        The difference between your Account Value and your guarantee amount(s);
o        The amount of time until the maturity of your guarantee(s);
o        The amount invested in, and the performance of, the Permitted Sub-accounts;
o        The amount invested in, and the performance of, the AST bond portfolio Sub-accounts;
o        The discount rate used to determine the present value of your guarantee(s);
o        Additional purchase payments, if any, that you make to the Annuity; and
o        Withdrawals, if any, taken from the Annuity.

Any amounts  invested in the AST bond portfolio  Sub-accounts  will affect your ability to participate in a subsequent  market recovery
within the Permitted  Sub-accounts.  Conversely,  the Account Value may be higher at the beginning of market the recovery, e.g. more of
the Account  Value may have been  protected  from decline and  volatility  than it  otherwise  would have been had the benefit not been
elected. The AST bond portfolio  Sub-accounts are available only with these benefits,  and you may not allocate purchase payments to or
transfer Account Value to or from the AST bond portfolio Sub-accounts.

Transfers under the formula do not impact any guarantees under the benefit that have already been locked-in.

Election/Cancellation of the Benefit
GRO Plus II can be elected on the Issue Date of your Annuity,  or on any Valuation Day thereafter,  provided that your Account Value is
allocated in a manner  permitted with the benefit and that you otherwise meet our eligibility  rules. You may elect GRO Plus II only if
the  oldest of the Owner and  Annuitant  is 84 or younger on the date of  election  (80 or  younger,  in New  York).  If you  currently
participate  in a living  benefit that may be cancelled,  you may terminate that benefit at any time and elect GRO Plus II. However you
will lose all guarantees  that you had  accumulated  under those  benefits.  The base guarantee under GRO Plus II will be based on your
current Account Value at the time the new benefit becomes effective on your Annuity.

GRO Plus II will terminate  automatically  upon: (a) the death of the Owner or the Annuitant (in an entity owned contract),  unless the
Annuity is continued by the surviving  spouse;  (b) as of the date Account Value is applied to begin  annuity  payments;  (c) as of the
anniversary of benefit election that immediately  precedes the  contractually-mandated  latest annuity date, or (d) upon full surrender
of the Annuity. If you elect to terminate the benefit,  GRO Plus II will no longer provide any guarantees.  The charge for the GRO Plus
II benefit will no longer be deducted from your Account Value upon termination of the benefit.

If you wish, you may cancel the GRO Plus II benefit.  You may also cancel an enhanced  guarantee,  but leave the base guarantee intact.
Upon  cancellation,  you may elect any other  currently  available  living  benefit  beginning on the next Valuation Day after you have
cancelled the GRO Plus II benefit,  provided that your Account Value is allocated in a manner  permitted  with the benefit and that you
otherwise  meet our  eligibility  rules.  Upon  cancellation  of the GRO Plus II benefit,  any Account Value  allocated to the AST bond
portfolio  Sub-account  used with the  formula  will be  reallocated  to the  Permitted  Sub-Accounts  according  to your  most  recent
allocation  instructions or, in absence of such instructions,  pro rata (i.e., in direct proportion to your current allocations).  Upon
your  re-election  of GRO Plus II,  Account Value may be  transferred  between the AST bond  portfolio  Sub-accounts  and the Permitted
Sub-accounts  according to the  predetermined  mathematical  formula (see "Key  Feature - Allocation  of Account  Value" above for more
details).  It is possible that over time the formula could transfer some,  none, or most of the Account Value to the AST bond portfolio
Sub-accounts  under  GRO Plus II.  You also  should be aware  that  upon  cancellation  of the GRO Plus II  benefit,  you will lose all
guarantees that you had  accumulated  under the benefit.  Thus, the guarantees  under any  newly-elected  benefit will be based on your
current  Account Value at benefit  effectiveness.  The benefit you elect or re-elect may be more expensive than the benefit you cancel.
Once the GRO Plus II benefit is canceled you are not required to re-elect  another  optional living benefit and any subsequent  benefit
election may be made on or after the first  Valuation  Day  following  the  cancellation  of the GRO Plus II benefit  provided that the
benefit you are looking to elect is available on a post-issue basis.

Special Considerations under GRO Plus II
This benefit is subject to certain rules and restrictions, including, but not limited to the following:
o        Upon  inception of the benefit,  100% of your Account  Value must be allocated to the  Permitted  Sub-accounts.  The Permitted
     Sub-accounts  are those described in Section D of this  supplement.  No fixed interest rate allocations may be in effect as of the
     date that you elect to participate in the benefit.
o        Transfers  to and from your  elected  Sub-accounts  and an AST bond  portfolio  Sub-account  will not count toward the maximum
     number of free transfers allowable under the Annuity.
o        Any amounts  applied to your Account  Value by us on a maturity date will not be treated as  "investment  in the contract" for
     income tax purposes.
o        As the time remaining until the applicable maturity date gradually  decreases,  the benefit may become increasingly  sensitive
     to moves to an AST bond portfolio Sub-account.
o        We currently limit the Sub-accounts to which you may allocate Account Value if you participate in this benefit.  Moreover,  if
     you are invested in  prohibited  investment  options and seek to acquire the benefit,  we will ask you to  reallocate to permitted
     investment  options as a prerequisite to acquiring the benefit.  Should we prohibit access to any investment option, any transfers
     required to move Account Value to eligible  investment  options will not be counted in  determining  the number of free  transfers
     during an Annuity Year.
o        If you elect this  benefit,  and in  connection  with that  election you are required to  reallocate  to different  investment
     options  permitted under this benefit,  then on the Valuation Day on which we receive your request in Good Order, we will (i) sell
     units of the  non-permitted  investment  options and (ii) invest the proceeds of those sales in the permitted  investment  options
     that you have designated.  During this reallocation  process, your Account Value allocated to the Sub-accounts will remain exposed
     to investment risk, as is the case generally.  The protection afforded by the newly-elected benefit will not arise until the close
     of business on the following Valuation Day.


Charges under the Benefit
We deduct an annualized  charge equal to 0.60% of the average daily net assets of the  Sub-accounts  (including  any AST bond portfolio
Sub-account) for  participation  in the GRO Plus II benefit.  The annual charge is deducted daily. The charge is deducted to compensate
us for:  (a) the risk that your Account  Value on a maturity  date is less than the amount  guaranteed  and (b)  administration  of the
benefit.

Closing of GRO Plus 2008
GRO Plus 2008 is described in the section of the prospectus  entitled "Living Benefits".  GRO Plus 2008 will no longer be available for
new  elections or re-adds in those  jurisdictions  where we have  received  regulatory  approval to offer GRO Plus II. If you currently
participate in GRO Plus 2008, this closing does not affect you or the guarantees associated with your benefit.  However,  subsequent to
the closure, you will no longer be allowed to re-elect GRO Plus 2008 if you decide to terminate it.

F. HIGHEST DAILY GUARANTEED RETURN OPTION II
We add the following to the section entitled "Living Benefits."

Highest Daily Guaranteed Return Option II  (HD GRO II)
You can elect this benefit on the Issue Date of your Annuity,  or at any time thereafter if available.  In addition,  you may cancel HD
GRO II and then re-elect the benefit  beginning on the next  Valuation Day if available,  provided that your Account Value is allocated
as required by the benefit and that you otherwise meet our eligibility  rules. If you cancel the benefit,  you lose all guarantees that
you had accumulated  under the benefit.  The initial  guarantee under the  newly-elected  benefit will be based on your current Account
Value at the time the new benefit  becomes  effective  on your  Annuity.  HD GRO II is not  available if you  participate  in any other
living benefit.  However,  HD GRO II may be elected together with any optional death benefit,  other than the Highest Daily Value Death
Benefit.  As detailed below under "Key Feature - Allocation of Account Value",  your  participation  in this benefit among other things
entails your  participation  in a program that, as dictated by a predetermined  mathematical  formula,  may transfer your Account Value
between your elected Sub-accounts and an AST bond portfolio Sub-account.

HD GRO II creates a series of separate  guarantees,  each of which is based on the highest  Account Value  attained on a day during the
applicable  time period.  As each year of your  participation  in the benefit  passes,  we create a new guarantee.  Each guarantee then
remains in existence  until the date on which it matures  (unless the benefit  terminates  sooner).  We refer to each date on which the
specified  Account  Value is  guaranteed  as the  "maturity  date" for that  guarantee.  HD GRO II will not create a  guarantee  if the
maturity date of that guarantee  would extend beyond the date by which annuity  payments must commence under the terms of your Annuity.
This is true even with respect to a new Owner who has acquired the Annuity from the original Owner.

The guarantees  provided by the benefit exist only on the applicable maturity date(s).  However,  due to the ongoing monitoring of your
Account  Value,  and the  transfer of Account  Value to support our future  guarantees,  the benefit may provide some  protection  from
significant  Sub-account  losses. For this same reason, the benefit may limit your ability to benefit from Sub-account  increases while
it is in effect.

The initial  guarantee is created on the day that the HD GRO II benefit is added to your Annuity.  We guarantee that your Account Value
on the  tenth  anniversary  of that day (we refer to each  such  anniversary  as a  "benefit  anniversary")  will not be less than your
Account  Value on the day that the HD GRO II benefit was added or re-added to your Annuity.  Each benefit  anniversary  thereafter,  we
create a new guarantee.  With respect to each such subsequent  guarantee,  we identify the highest Account Value that occurred  between
the date of that benefit  anniversary  and the date on which HD GRO II was added to your Annuity.  We guarantee that your Account Value
ten years after that benefit  anniversary  will be no less than the highest daily Account Value that occurred  during that time period.
The  following  example  illustrates  the time period  over which we identify  the highest  daily  Account  Value for  purposes of each
subsequent  guarantee under the benefit.  If the date of benefit  election were January 1, 2010, we would create a guarantee on January
1, 2014 based on the highest  Account Value achieved  between  January 1, 2010 and January 1, 2014, and that guarantee  would mature on
January 1, 2024. As described below, we adjust each of the guarantee amounts for purchase payments and withdrawals.

If the Account Value on the maturity date is less than the guaranteed  amount,  we will  contribute  funds from our general  account to
bring your Account Value up to the guaranteed  amount.  If the maturity date is not a Valuation Day, then we would  contribute  such an
amount on the next Valuation Day. We will allocate any such amount to each Sub-account  (other than the AST bond portfolio  Sub-account
used with this benefit and described  below) in accordance  with your most recent  allocations  instructions.  Regardless of whether we
need to  contribute  funds at the end of a  guarantee  period,  we will at that time  transfer  all  amounts  held  within the AST bond
portfolio  Sub-account  associated  with the maturing  guarantee to your other  Sub-accounts  on a pro rata basis,  unless your Account
Value is being allocated according to an asset allocation  program,  in such case, your Account Value will be transferred  according to
the program.

We increase the amount of each  guarantee  that has not yet reached its maturity  date, as well as the highest daily Account Value that
we calculate to establish a guarantee,  by the amount of each Purchase Payment  (including any associated  purchase Credits) made prior
to the  applicable  maturity  date.  For example,  if the effective  date of the benefit was January 1, 2010,  and there was an initial
guaranteed  amount that was set at $100,000  maturing January 1, 2020, and a second guaranteed amount that was set at $120,000 maturing
January 1, 2021,  then a $30,000  Purchase  Payment  made on March 30, 2011 would  increase  the  guaranteed  amounts to  $130,000  and
$150,000, respectively.

If you make a withdrawal  (including any CDSC), we effect a proportional  reduction to each existing  guarantee  amount. We calculate a
proportional  reduction by reducing each existing guarantee amount by the percentage  represented by the ratio of the withdrawal amount
(including any CDSC) to your Account Value immediately prior to the withdrawal.

If you make a  withdrawal,  we will  deduct the  withdrawal  amount  pro rata from each of your  Sub-accounts  (including  the AST bond
portfolio Sub-account used with this benefit).

Any partial  withdrawal for payment of any third party  investment  advisory  service will be treated as a withdrawal,  and will reduce
each guarantee amount proportionally, in the manner indicated above.

EXAMPLE
This example is purely  hypothetical  and does not reflect the charges for the benefit or any other fees and charges under the Annuity.
It is intended to illustrate the proportional reduction of a withdrawal on each guarantee amount under this benefit.

Assume the following:
o        The Issue Date is December 1, 2010
o        The benefit is elected on December 1, 2010
o        The Account Value on December 1, 2010 is $200,000, which results in an initial guarantee of $200,000
o        An additional guarantee amount of $300,000 is locked in on December 1, 2011

o        The Account Value immediately prior to the withdrawal is equal to $300,000
o        No CDSC is applicable

If a withdrawal  of $50,000 is taken on December  15, 2011,  all  guarantee  amounts will be reduced by the ratio the total  withdrawal
amount represents of the Account Value just prior to the withdrawal being taken.

Here is the calculation (figures are rounded):

- ---------------------------------------------------------------------------------------------------------------------------------------
Withdrawal Amount divided by                            $ 50,000
Account Value before withdrawal                         $300,000
Equals ratio                                            16.67%
All guarantees will be reduced by the above ratio (16.67%)
Initial guarantee amount                                $166,667
Additional guarantee amount                             $250,000
- ---------------------------------------------------------------------------------------------------------------------------------------

Key Feature - Allocation of Account Value
We limit the  Sub-accounts  to which you may allocate  Account Value if you elect HD GRO II. For purposes of this benefit,  we refer to
those permitted investment options (other than the AST bond portfolio used with this benefit) as the "Permitted Sub-accounts".

HD GRO II uses a predetermined  mathematical  formula to help manage your guarantees through all market cycles.  Because the formula is
made part of your Rider  schedule  supplement,  the  formula may not be altered  once you elect the  benefit.  However,  subject to any
regulatory approval,  we do reserve the right to amend the formula for newly-issued  Annuities that elect or re-elect HD GRO II and for
existing  Annuities that elect the benefit  post-issue.  This required formula helps us manage our financial  exposure under HD GRO II,
by moving  assets out of certain  Sub-accounts  in certain  scenarios if dictated by the formula (see  below).  In essence,  we seek to
preserve the value of these assets,  by  transferring  them to a more stable option (i.e.,  one of a specified group of bond portfolios
within Advanced  Series Trust).  We refer to the  Sub-accounts  corresponding  to these bond  portfolios  collectively as the "AST bond
portfolio  Sub-accounts".  The formula also contemplates the transfer of Account Value from the AST bond portfolio  Sub-accounts to the
Permitted  Sub-accounts in other  scenarios.  The formula is set forth in Section H of this Supplement.  A summary  description of each
AST bond portfolio  Sub-account appears within the Prospectus section entitled "What Are The Investment  Objectives and Policies Of The
Portfolios?" You will be furnished with a prospectus  describing the AST bond portfolios.  In addition,  you can find a copy of the AST
bond portfolio prospectus by going to www.prudentialannuities.com.

For purposes of operating the HD GRO II formula,  we have included  within this Annuity several AST bond portfolio  Sub-accounts.  Each
AST bond portfolio is unique, in that its underlying  investments  generally mature at the same time as each outstanding  maturity date
that exists under the benefit.  For example,  there would be an AST bond portfolio whose  underlying  investments  generally  mature in
2020  (corresponding  to all guarantees that mature in 2020), an AST bond portfolio whose  underlying  investments  generally mature in
2021  (corresponding  to all guarantees that mature in 2021), and so forth. As discussed below, the formula  determines the appropriate
AST bond  portfolio  Sub-Account  to which Account Value is  transferred.  We will  introduce new AST bond  portfolio  Sub-accounts  in
subsequent  years,  to  correspond  generally to the length of new guarantee  periods that are created under this benefit.  If you have
elected  Highest  Daily GRO II, you may have Account  Value  allocated to an AST bond  portfolio  Sub-account  only by operation of the
predetermined  mathematical  formula,  and thus you may not allocate purchase payments to, or transfer Account Value to or from, such a
Portfolio.  Please see the  prospectus for your Annuity and the prospectus  for the Advanced  Series Trust for more  information  about
each AST bond portfolio used with this benefit.

Although we employ several AST bond portfolio  Sub-accounts  for purposes of the benefit,  the formula  described in the next paragraph
operates so that your  Account  Value may be  allocated to only one AST bond  portfolio  Sub-account  at one time On any day a transfer
into or out of the AST bond  portfolio  Sub-account  is made the  formula  may dictate  that a transfer  out of one AST bond  portfolio
Sub-account be made into another AST bond portfolio  Sub-account.  Any transfer into an AST bond portfolio Sub-account will be directed
to the AST bond  portfolio  Sub-account  associated  with the "current  liability",  as described  below.  As  indicated,  the AST bond
portfolio  Sub-accounts  are  employed  with this  benefit to help us mitigate  the  financial  risks  under our  guarantee.  Thus,  in
accordance with the formula applicable to you under the benefit,  we determine which AST bond portfolio  Sub-account your Account Value
is transferred to, and under what circumstances a transfer is made.


In general,  the formula works as follows. On each Valuation Day, the formula  automatically  performs an analysis with respect to each
guarantee that is outstanding.  For each outstanding  guarantee,  the formula begins by determining the present value on that Valuation
Day that, if appreciated at the  applicable  "discount  rate",  would equal the  applicable  guarantee  amount on the maturity date. As
detailed in the  formula,  the discount  rate is an interest  rate  determined  by taking a benchmark  index used within the  financial
services  industry and then reducing that interest rate by a prescribed  adjustment.  Once  selected,  we do not change the  applicable
benchmark  index  (although we do reserve the right to use a new  benchmark  index if the  original  benchmark  is  discontinued).  The
greatest of each such  present  value is referred to as the  "current  liability"  in the  formula.  The formula  compares  the current
liability to the amount of your Account  Value held within the AST bond  portfolio  Sub-account  and to your Account  Value held within
the Sub-accounts.  If the current liability,  reduced by the amount held within the AST bond portfolio Sub-account,  and divided by the
amount held within your Permitted Sub-accounts,  exceeds an upper target value (currently,  85%), then the formula will make a transfer
into the AST bond  portfolio  Sub-account,  in the amount  dictated by the formula  (subject to the 90% cap  discussed  below).  If the
current liability,  reduced by the amount held within the AST bond portfolio  Sub-account,  and divided by the amount within your other
Sub-accounts,  is less than a lower target value  (currently,  79%),  then the formula will transfer  Account Value within the AST bond
portfolio Sub-account into the Permitted Sub-accounts, in the amount dictated by the formula.

The formula will not execute a transfer to the AST bond  portfolio  Sub-account  that  results in more than 90% of your  Account  Value
being  allocated to the AST bond  portfolio  Sub-account  ("90% cap").  Thus,  on any  Valuation  Day, if the formula  would  require a
transfer to the AST bond  portfolio  Sub-account  that would  result in more than 90% of the Account  Value being  allocated to the AST
bond  portfolio  Sub-account,  only the amount  that  results in exactly  90% of the  Account  Value  being  allocated  to the AST bond
portfolio  Sub-account will be transferred.  Additionally,  future  transfers into the AST bond portfolio  Sub-account will not be made
(regardless of the performance of the AST bond portfolio  Sub-account and the Permitted  Sub-accounts)  at least until there is first a
transfer out of the AST bond  portfolio  Sub-account.  Once this  transfer  occurs out of the AST bond  portfolio  Sub-account,  future
amounts may be  transferred to or from the AST bond  portfolio  Sub-account if dictated by the formula  (subject to the 90% cap). At no
time will the formula make a transfer to the AST bond  portfolio  Sub-account  that  results in greater than 90% of your Account  Value
being  allocated to the AST bond  portfolio  Sub-account.  However,  it is possible  that,  due to the  investment  performance of your
allocations in the AST bond portfolio  Sub-account and your allocations in the Permitted  Sub-accounts you have selected,  your Account
Value could be more than 90% invested in the AST bond portfolio  Sub-account.  If you make additional purchase payments to your Annuity
while the 90% cap is in effect,  the formula will not  transfer  any of such  additional  purchase  payments to the AST bond  portfolio
Sub-account  at least  until  there is first a  transfer  out of the AST bond  portfolio  Sub-account,  regardless  of how much of your
Account  Value is in the  Permitted  Sub-accounts.  This means that there could be  scenarios  under which,  because of the  additional
purchase  payments you make,  less than 90% of your entire  Account Value is allocated to the AST bond portfolio  Sub-account,  and the
formula  will still not  transfer  any of your Account  Value to the AST bond  portfolio  Sub-account  (at least until there is first a
transfer out of the AST bond portfolio Sub-account).

For example,
o        March 19,  2010 - a  transfer  is made to the AST bond  portfolio  Sub-account  that  results in the 90% cap being met and now
     $90,000 is allocated to the AST bond portfolio Sub-account and $10,000 is allocated to the Permitted Sub-accounts.
o        March 20, 2010 - you make an additional  purchase payment of $10,000.  No transfers have been made from the AST bond portfolio
     Sub-account to the Permitted Sub-accounts since the cap went into effect on March 19, 2010.
o        On March 20, 2010 (and at least until first a transfer is made out of the AST bond portfolio  Sub-account  under the formula),
     the  $10,000  payment  is  allocated  to the  Permitted  Sub-accounts  and on this  date you  have  82% in the AST bond  portfolio
     Sub-account and 18% in the Permitted  Sub-accounts  (such that $20,000 is allocated to the Permitted  Sub-accounts  and $90,000 to
     the AST bond portfolio Sub-account).
o        Once there is a  formula-initiated  transfer  out of the AST bond  portfolio  Sub-account  (of any  amount),  the formula will
     operate as described  above,  meaning that the formula could  transfer  amounts to or from the AST bond  portfolio  Sub-account if
     dictated by the formula (subject to the 90% cap).

Under the operation of the formula,  the 90% cap may come into  existence and be removed  multiple  times while you  participate in the
benefit.  We will  continue to monitor  your  Account  Value daily and, if dictated by the  formula,  systematically  transfer  amounts
between the Permitted Sub-accounts you have chosen and the AST bond portfolio Sub-account as dictated by the formula.

As discussed  above,  each Valuation Day, the formula analyzes the difference  between your Account Value and your guarantees,  as well
as how long you have owned the benefit,  and  determines  if any portion of your Account Value needs to be  transferred  into or out of
the AST bond portfolio  Sub-accounts.  Therefore,  at any given time, some, none, or most of your Account Value may be allocated to the
AST bond portfolio Sub-accounts.

The amount that is  transferred  to and from the AST bond  portfolio  Sub-accounts  pursuant to the  formula  depends  upon a number of
factors unique to your Annuity (and is not necessarily  directly  correlated  with the securities  markets,  bond markets,  or interest
rates, in general) including:
o        The difference between your Account Value and your guarantee amount(s);
o        The amount of time until the maturity of your guarantee(s);
o        The amount invested in, and the performance of, the Permitted Sub-accounts;
o        The amount invested in, and the performance of, the AST bond portfolio Sub-accounts;
o        The discount rate used to determine the present value of your guarantee(s);
o        Additional purchase payments, if any, that you make to the Annuity; and
o        Withdrawals, if any, taken from the Annuity.

Any amounts  invested in the AST bond portfolio  Sub-accounts  will affect your ability to participate in a subsequent  market recovery
within the Permitted  Sub-accounts.  Conversely,  the Account Value may be higher at the beginning of the market recovery, e.g. more of
the Account  Value may have been  protected  from decline and  volatility  than it  otherwise  would have been had the benefit not been
elected.

The AST bond portfolio  Sub-accounts are available only with these benefits,  and you may not allocate purchase payments to or transfer
Account Value to or from the AST bond portfolio Sub-accounts.

Transfers do not impact any guarantees that have already been locked-in.

Election/Cancellation of the Benefit
HD GRO II can be elected on the Issue Date of your Annuity,  or on any Valuation  Day  thereafter,  provided that your Account Value is
allocated in a manner permitted with the benefit and you otherwise meet our eligibility  requirements.  You may elect HD GRO II only if
the  oldest of the Owner and  Annuitant  is 84 or younger on the date of  election  (80 or  younger,  in New  York).  If you  currently
participate  in a living  benefit that may be cancelled,  you may terminate  that benefit at any time and elect HD GRO II.  However you
will lose all guarantees that you had accumulated  under the previous  benefit.  The initial guarantee under HD GRO II will be based on
your current Account Value at the time the new benefit becomes effective on your Annuity.

HD GRO II will  terminate  automatically  upon: (a) the death of the Owner or the Annuitant (in an entity owned  contract),  unless the
Annuity is continued by the surviving  spouse;  (b) as of the date Account Value is applied to begin  annuity  payments;  (c) as of the
anniversary of benefit election that immediately  precedes the  contractually-mandated  latest annuity date, or (d) upon full surrender
of the Annuity.  If you elect to terminate the benefit,  HD GRO II will no longer provide any guarantees.  The charge for the HD GRO II
benefit will no longer be deducted from your Account Value upon termination of the benefit.

If you wish, you may cancel the HD GRO II benefit.  You may then elect any other currently  available  living benefit  beginning on the
next  Valuation  Day after you have  cancelled  the HD GRO II benefit,  provided  that your  Account  Value is  allocated in the manner
permitted  with the benefit and you otherwise  meet our  eligibility  requirements.  Upon  cancellation  of the HD GRO II benefit,  any
Account  Value  allocated  to the AST  bond  portfolio  Sub-accounts  used  with  the  formula  will be  reallocated  to the  Permitted
Sub-Accounts  according to your most recent  allocation  instructions  or, in absence of such  instructions,  pro rata (i.e., in direct
proportion to your current  allocations).  Upon your  re-election of HD GRO II,  Account Value may be transferred  between the AST bond
portfolio  Sub-accounts and the other Sub-accounts  according to the predetermined  mathematical formula (see "Key Feature - Allocation
of Account  Value"  section for more  details).  It is possible that over time the formula could  transfer  some,  most, or none of the
Account Value to the AST bond portfolio  Sub-accounts under the newly-elected  benefit. You also should be aware that upon cancellation
of the HD GRO II benefit,  you will lose all guarantees that you had  accumulated  under the benefit.  Thus, the guarantees  under your
newly-elected  benefit will be based on your  current  Account  Value at the time the new benefit  becomes  effective.  The benefit you
elect or re-elect may be more expensive than the benefit you cancel.

Special Considerations under HD GRO II
This benefit is subject to certain rules and restrictions, including, but not limited to the following:
o        Upon  inception of the benefit,  100% of your Account  Value must be allocated to the  Permitted  Sub-accounts.  The Permitted
     Sub-accounts are those described in the Investment Option section of the prospectus.  No fixed interest rate allocations may be in
     effect as of the date that you elect to participate in the benefit.
o        Transfers  to and from your  elected  Sub-accounts  and an AST bond  portfolio  Sub-account  will not count toward the maximum
     number of free transfers allowable under the Annuity.
o        Any amounts  applied to your Account  Value by us on a maturity date will not be treated as  "investment  in the contract" for
     income tax purposes.
o        As the time remaining until the applicable maturity date gradually  decreases,  the benefit may become increasingly  sensitive
     to moves to an AST bond portfolio Sub-account.
o        We currently limit the Sub-accounts to which you may allocate Account Value if you participate in this benefit.  Moreover,  if
     you are invested in  prohibited  investment  options and seek to acquire the benefit,  we will ask you to  reallocate to permitted
     investment  options as a prerequisite to acquiring the benefit.  Should we prohibit access to any investment option, any transfers
     required to move Account Value to eligible  investment  options will not be counted in  determining  the number of free  transfers
     during an Annuity Year.
o        If you elect this  benefit,  and in  connection  with that  election you are required to  reallocate  to different  investment
     options  permitted under this benefit,  then on the Valuation Day on which we receive your request in Good Order, we will (i) sell
     units of the  non-permitted  investment  options and (ii) invest the proceeds of those sales in the permitted  investment  options
     that you have designated.  During this reallocation  process, your Account Value allocated to the Sub-accounts will remain exposed
     to investment risk, as is the case generally.  The  newly-elected  benefit will commence at the close of business on the following
     Valuation Day. The protection  afforded by the  newly-elected  benefit will not arise until the close of business on the following
     Valuation Day.

Charges under the Benefit
We deduct an annualized  charge equal to 0.60% of the average daily net assets of the  Sub-accounts  (including  any AST bond portfolio
Sub-account) for  participation in the HD GRO II benefit.  The annual charge is deducted daily. The charge is deducted to compensate us
for: (a) the risk that your  Account  Value on the  maturity  date is less than the amount  guaranteed  and (b)  administration  of the
benefit.

Closing of Highest Daily GRO ("HD GRO")
HD GRO is described in the section of the prospectus  entitled "Living Benefits".  HD GRO will no longer be available for new elections
or re-adds in those jurisdictions  where we have received  regulatory  approval to offer HD GRO II. If you currently  participate in HD
GRO, this closing does not affect you or the guarantees associated with your benefit.  However,  subsequent to the closure, you will no
longer be allowed to re-elect HD GRO if you decide to terminate it.

G. Optional 90% Cap Rule Applicable to Highest Daily GRO and GRO Plus 2008
In the section entitled  "Living Benefits - Highest Daily GRO" and "Living Benefits - GRO Plus 2008", we add the following  description
of an  optional  feature  for  owners of  Highest  Daily GRO and GRO Plus 2008 that  limits  the  amount of  Account  Value that can be
allocated to the AST bond portfolio Sub-account used with each benefit.

OPTIONAL FEATURE FOR HIGHEST DAILY GRO and GRO PLUS 2008
If you  currently  own an Annuity and have elected,  as of the date of this  Supplement,  the Highest Daily GRO benefit or the GRO Plus
2008 benefit,  you can elect this optional  feature,  at no additional  cost,  which  utilizes a new asset  transfer  formula.  The new
predetermined  mathematical  formula is  described  below and will replace the  "Transfer  Calculation"  portion of the asset  transfer
formula  currently  used in  connection  with your benefit on a prospective  basis.  This election may only be made once and may not be
revoked once elected. The new asset transfer formula is added to Appendix E in your prospectus, and is provided below.

Although we employ several AST bond portfolio  Sub-accounts  for purposes of the benefit,  the formula  described in the next paragraph
operates so that your Account Value may be allocated to only one AST bond  portfolio  Sub-account  at one time. In the  description  of
the formula in the next paragraph,  we refer to the AST bond portfolio  Sub-account in which you are invested  immediately prior to any
potential  asset transfer as the "Current AST bond portfolio  Sub-account."  The formula may dictate that a transfer out of the Current
AST bond portfolio  Sub-account be made, or alternatively may mandate a transfer into an AST bond portfolio  Sub-account.  Any transfer
into an AST bond portfolio Sub-account will be directed to the AST bond portfolio  Sub-account  associated with the "current liability"
(we refer to that  Sub-account  as the  "Transfer  AST bond  portfolio  Sub-account").  Note  that if the  Current  AST bond  portfolio
Sub-account is associated with the current liability,  then that Sub-account would be the Transfer AST bond portfolio Sub-account,  and
we would simply transfer additional assets into the Sub-account if dictated by the formula.

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

If you make additional  purchase payments to your Annuity while the transfer  restriction of the 90% cap rule is in effect, the formula
will not transfer any of such  additional  purchase  payments to the Transfer AST bond  portfolio  Sub-account  at least until there is
first a transfer out of the Transfer AST bond portfolio  Sub-account,  regardless of how much of your Account Value is in the Permitted
Sub-accounts.  This means that there could be scenarios under which,  because of the additional  purchase  payments you make, less than
90% of your entire Account Value is allocated to the Transfer AST bond portfolio  Sub-account,  and the formula will still not transfer
any of your  Account  Value to the  Transfer  AST bond  portfolio  Sub-account  (at least  until  there is first a transfer  out of the
Transfer AST bond portfolio Sub-account).

For example,
o        March 19, 2010 - a transfer is made that  results in the 90% cap rule being met and now $90,000 is  allocated  to the Transfer
     AST bond portfolio Sub-account and $10,000 is allocated to the Permitted Sub-accounts.
o        March 20, 2010 - you make an additional  purchase  payment of $10,000.  No transfers have been made from the Transfer AST bond
     portfolio Sub-account to the Permitted Sub-accounts since the cap went into effect on March 19, 2010.
o        As of March 20, 2010 (and at least until first a transfer is made out of the Transfer  AST bond  portfolio  Sub-account  under
     the  formula) - the $10,000  payment is  allocated  to the  Permitted  Sub-accounts  and now you have 82% in the Transfer AST bond
     portfolio  Sub-account and 18% in the Permitted  Sub-accounts  (such that $20,000 is allocated to the Permitted  Sub-accounts  and
     $90,000 is allocated to the Transfer AST bond portfolio Sub-account).
o        Once there is a transfer out of the  Transfer  AST bond  portfolio  Sub-account  (of any amount),  the formula will operate as
     described  above,  meaning that the formula  could  transfer  amounts to or from the Transfer AST bond  portfolio  Sub-account  if
     dictated by the formula (subject to the 90% cap rule).

If at the time you elect the 90% cap rule, more than 90% of your Account Value is allocated to an AST bond portfolio  Sub-account  used
with the benefit,  a transfer  will be made from the AST bond  portfolio  Sub-account  such that Account Value will be allocated 90% to
the AST bond portfolio  Sub-account  and 10% will be allocated to your elected  Sub-accounts.  Amounts to be  transferred  from the AST
bond portfolio  Sub-account to your elected Sub-accounts will be transferred  according to the following  "hierarchy" (i.e., if a given
item is inapplicable,  we use the next instruction that is applicable):  (a) the percentages  dictated by any existing asset allocation
program; or (b) the percentages dictated by any  auto-rebalancing  program; or (c) pro-rata according to amounts currently held in your
elected  Sub-accounts;  or (d)  according to the  currently-effective  allocation  instructions  used for the  allocation of subsequent
Purchase Payments.

It is possible  that  additional  transfers  might occur after this  initial  transfer if dictated by the  formula.  The amount of such
additional  transfer(s)  will vary.  If, on the date this feature is elected,  100% of your Account  Value is allocated to the Transfer
AST  bond  portfolio  Sub-account,  a  transfer  of an  amount  equal  to 10% of your  Account  Value  will  be made to your  Permitted
Sub-accounts.  It is possible than an additional  transfer to the Permitted  Sub-accounts could occur the following  Valuation Day, and
in some  instances  (based  upon the  formula)  this  additional  transfer  could be  large.  Thereafter,  your  Account  Value  can be
transferred between the Transfer AST bond portfolio  Sub-account and your Permitted  Sub-accounts as frequently as daily, based on what
the formula prescribes.

Once the transfer  restriction of the 90% cap rule is triggered,  future  transfers  into the Transfer AST bond  portfolio  Sub-account
will not be made  (regardless of the  performance of the Transfer AST bond portfolio  Sub-account  and the Permitted  Sub-accounts)  at
least  until there is first a transfer  out of the  Transfer  AST bond  portfolio  Sub-account.  Once this  transfer  occurs out of the
Transfer AST bond portfolio  Sub-account,  future amounts may be transferred to or from the Transfer AST bond portfolio  Sub-account if
dictated by the formula (subject to the 90% cap rule).

Important Considerations When Electing this Feature:
o        At any given time, some, most or none of your Account Value may be allocated to the Transfer AST bond portfolio Sub-account.
o        Please be aware that because of the way the 90% cap rule asset  transfer  formula  operates,  it is possible that more than or
     less than 90% of your Account Value may be allocated to the Transfer AST bond portfolio Sub-account.
o        If this  feature is elected,  any  Account  Value  transferred  to the  Permitted  Sub-accounts  is subject to the  investment
     performance  of  those  Sub-accounts.  Your  Account  Value  can go up or  down  depending  on the  performance  of the  Permitted
     Sub-accounts you select.
o        Your  election of the 90% cap rule will not result in your  losing the  guarantees  you had  accumulated  under your  existing
     Highest Daily GRO benefit or GRO Plus 2008 benefit.

The following is added to Appendix E in your prospectus:

FORMULA FOR ANNUITIES WITH 90% CAP RULE FEATURE - GRO PLUS 2008 AND HIGHEST DAILY GRO

The following are the terms and definitions referenced in the transfer calculation formula:

o        AV is the current Account Value of the Annuity
o        V is the current Account Value of the elected Sub-accounts of the Annuity
o        B is the total current value of the AST bond portfolio Sub-account
o        Cl is the lower target value. Currently, it is 79%.
o        Ct is the middle target value. Currently, it is 82%.
o        Cu is the upper target value. Currently, it is 85%.
o        T is the amount of a transfer into or out of the Transfer AST bond portfolio Sub-account.

For each guarantee provided under the benefit,
o        Gi is the guarantee amount
o        Ni is the number of days until the maturity date
o        di is the discount  rate  applicable  to the number of days until the maturity  date.  It is  determined  with  reference to a
         benchmark  index,  reduced by the  Discount  Rate  Adjustment  and subject to the discount  rate  minimum.  The discount  rate
         minimum,  beginning  on the  effective  date of the  benefit,  is three  percent,  and will  decline  monthly  over the  first
         twenty-four  months following the effective date of the benefit to one percent in the  twenty-fifth  month, and will remain at
         one percent for every month thereafter.  Once selected,  we will not change the applicable  benchmark index.  However,  if the
         benchmark  index is  discontinued,  we will  substitute  a  successor  benchmark  index,  if there is one.  Otherwise  we will
         substitute a comparable  benchmark  index.  We will obtain any required  regulatory  approvals  prior to  substitution  of the
         benchmark index.

Transfer Calculation


The formula,  which is set on the Effective  Date of the 90% Cap Rule,  and is not changed while the benefit is in effect,  determines,
on each Valuation Day, when a transfer is required.


On the Effective Date of the 90% Cap Rule (and only on this date),  the following asset transfer  calculation is performed to determine
the amount of Account Value allocated to the AST bond portfolio Sub-account:


If (B / (V + B) > .90), then


T = B - [(V + B) * .90]


If T as described  above is greater than $0, then that amount  ("T") is  transferred  from the AST bond  portfolio  Sub-account  to the
elected  Sub-accounts  and no additional  transfer  calculations are performed on the Effective Date of the 90% Cap Rule. Any transfers
into the AST bond  portfolio  Sub-account  are suspended.  The suspension  will be lifted once a transfer out of the AST bond portfolio
Sub-account occurs.


On each  Valuation  Date  thereafter  (including  the Effective  Date of the 90% Cap Rule,  provided (B / (V + B) < = .90), the formula
begins by determining the value on that Valuation Day that, if appreciated at the applicable  discount rate,  would equal the Guarantee
Amount at the end of the Guarantee Period. We call the greatest of these values the "current liability (L)."


L = MAX(Li), where Li = Gi / (1 + di) (Ni/365)

Next the formula calculates the following formula ratio:

r = (L - B) / V

If the formula  ratio exceeds an upper target value,  then all or a portion of the Account  Value will be  transferred  to the AST bond
portfolio  Sub-account  associated  with the  current  liability,  subject  to the rule that  prevents  a  transfer  into that AST bond
portfolio  Sub-account if 90% or more of Account Value is in that Sub-account (the "90% cap rule").  If, at the time we make a transfer
to the AST bond  portfolio  Sub-account  associated  with the  current  liability,  there is  Account  Value  allocated  to an AST bond
portfolio  Sub-account not associated with the current liability,  we will transfer all assets from that AST bond portfolio Sub-account
to the AST bond portfolio Sub-account associated with the current liability.

The formula will transfer assets into the Transfer AST bond portfolio Sub-account if r > Cu, subject to the 90% cap rule.


The transfer amount is calculated by the following formula:

T = {Min(MAX(0, (.90 * (V + B)) - B), [L - B - V * Ct] / (1 - Ct))}

If the formula ratio is less than a lower target value and there are assets in the Transfer AST bond  portfolio  Sub-account,  then the
formula will transfer assets out of the Transfer AST bond portfolio Sub-account into the elected Sub-accounts.

The formula will transfer assets out of the Transfer AST bond portfolio Sub-account if r < Cl and B > 0.

The transfer amount is calculated by the following formula:

T = {Min(B, - [L - B - V * Ct] / (1 - Ct))}

If following a transfer to the elected  Sub-accounts,  there are assets  remaining in an AST bond portfolio  Sub-account not associated
with the  current  liability,  we will  transfer  all  assets  from  that  AST bond  portfolio  Sub-account  to the AST bond  portfolio
Sub-account associated with the current liability.

If transfers  into the AST bond  portfolio  Sub-account  are  restricted  due to the  operation  of the 90% cap rule,  then we will not
perform any intra-AST bond portfolio  Sub-account  transfers.  However, if assets transfer out of an AST bond portfolio Sub-account and
into the elected  Sub-accounts  due to the maturity of the AST bond  portfolio,  by operation of the formula,  assets may  subsequently
transfer to another AST bond portfolio Sub-account that is associated with a future guarantee, subject to the 90% cap rule.

H. FORMULA FOR HIGHEST DAILY GRO II AND GRO PLUS II

The following are the terms and definitions referenced in the transfer calculation formula:
o        AV is the current Account Value of the Annuity
o        VV is the current Account Value of the elected Sub-accounts of the Annuity
o        VF is the current Account Value of any fixed-rate Sub-accounts of the Annuity
o        B is the total current value of the AST bond portfolio Sub-account
o        Cl is the lower target value. Currently, it is 79%.
o        Ct is the middle target value. Currently, it is 82%.
o        Cu is the upper target value. Currently, it is 85%.
o        T is the amount of a transfer into or out of the AST bond portfolio Sub-account.

For each guarantee provided under the benefit,
o        Gi is the guarantee amount
o        Ni is the number of days until the maturity date
o        di is the discount  rate  applicable  to the number of days until the maturity  date.  It is  determined  with  reference to a
         benchmark  index,  reduced by the  Discount  Rate  Adjustment  and subject to the discount  rate  minimum.  The discount  rate
         minimum,  beginning  on the  effective  date of the  benefit,  is three  percent,  and will  decline  monthly  over the  first
         twenty-four  months following the effective date of the benefit to one percent in the  twenty-fifth  month, and will remain at
         one percent for every month thereafter.  Once selected,  we will not change the applicable  benchmark index.  However,  if the
         benchmark  index is  discontinued,  we will  substitute  a  successor  benchmark  index,  if there is one.  Otherwise  we will
         substitute a comparable  benchmark  index.  We will obtain any required  regulatory  approvals  prior to  substitution  of the
         benchmark index.

The formula, which is set on the effective date and is not changed while the benefit is in effect,  determines,  on each Valuation Day,
when a transfer is required.

The formula begins by determining  the value on that  Valuation Day that, if appreciated at the applicable  discount rate,  would equal
the guarantee amount at the end of each applicable guarantee period. We call the greatest of these values the "current liability (L)."

L = MAX(Li), where Li = Gi / (1 + di) (Ni/365)

Next the formula calculates the following formula ratio:

r = (L - B) / (VV + VF)

If the formula  ratio exceeds an upper target value,  then all or a portion of the Account  Value will be  transferred  to the AST bond
portfolio  Sub-account  associated with the current liability subject to the rule that prevents a transfer into that AST bond portfolio
Sub-account if 90% or more of Account Value is in that  Sub-account  ("the 90% cap"). If at the time we make a transfer to the AST bond
portfolio  Sub-account  associated with the current liability there is Account Value allocated to an AST bond portfolio Sub-account not
associated with the current liability,  we will transfer all assets from that AST bond portfolio  Sub-account to the AST bond portfolio
Sub-account associated with the current liability.

The formula will transfer assets into the AST bond portfolio Sub-account if r > Cu, subject to the 90% cap.

The transfer amount is calculated by the following formula:

T = {Min(MAX(0, (.90 * (VV + VF + B)) - B), [L - B - (VV + VF) * Ct] / (1 - Ct))}

If the formula  ratio is less than a lower target value and there are assets in the AST bond  portfolio  Sub-account,  then the formula
will transfer assets out of the AST bond portfolio Sub-account into the elected Sub-accounts.

The formula will transfer assets out of the AST bond portfolio Sub-account if r < Cl and B > 0.

The transfer amount is calculated by the following formula:

T = {Min(B, - [L - B - (VV + VF) * Ct] / (1 - Ct))}

If following a transfer to the elected  Sub-accounts,  there are assets  remaining in a AST bond portfolio  Sub-account  not associated
with the  current  liability,  we will  transfer  all  assets  from  that  AST bond  portfolio  Sub-account  to the AST bond  portfolio
Sub-account associated with the current liability.


If transfers into the AST bond portfolio  Sub-account  are restricted due to the operation of the 90% cap, then we will not perform any
intra-AST bond portfolio  Sub-account  transfers.  However,  if assets  transfer out of an AST bond portfolio  Sub-account and into the
elected  Sub-accounts due to the maturity of the AST bond portfolio by operation of the formula,  assets may  subsequently  transfer to
another AST bond portfolio Sub-account that is associated with a future guarantee, subject to the 90% cap.

I. AMENDED DISCLOSURE PERTAINING TO HIGHEST DAILY GRO

We revise the  following  line item (and  footnote  3) in the section of your  prospectus  entitled  "Your  Optional  Benefit  Fees and
Charges" to read as appears  below.  This change  reflects the fact that the current charge and maximum charge for this benefit are the
same, and thus clarifies the comparable portion of the May 1, 2009 prospectus.


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

                                               YOUR OPTIONAL BENEFIT FEES AND CHARGES(1)
- ----------------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------- -------------------------------------------- --------------------------------------------
              OPTIONAL BENEFIT                     OPTIONAL BENEFIT FEE/ CHARGE (as a                 TOTAL ANNUAL CHARGE(2)
                                                  percentage of Sub-account net assets,                       for XT8
                                                       unless otherwise indicated)
- ---------------------------------------------- -------------------------------------------- --------------------------------------------
- ---------------------------------------------- -------------------------------------------- --------------------------------------------

HIGHEST DAILY GRO

Current and Maximum Charge(3)                                     0.60%                                        2.35%
- ---------------------------------------------- -------------------------------------------- --------------------------------------------

How Charge is Determined
1) Highest  Daily GRO:  Charge for this benefit is assessed  against the average daily net assets of the  Sub-accounts.  If you elected
the benefit prior to May 1, 2009, the charge is 0.35% of  Sub-account  assets,  for a total of 2.10% annual charge.  If you elected the
benefit on or after May 1, 2009, the charge is 0.60%, for a total 2.35% annual charge.
2) The Total Annual Charge includes the Insurance Charge assessed  against the average daily net assets allocated to the  Sub-accounts.
If you elect more than one optional benefit, the Total Annual Charge would be higher to include the charge for each optional benefit.
3) Because there is no higher charge to which we could increase the current  charge,  the current charge and maximum charge are one and
the same.  Thus,  so long as you  retain  the  benefit,  we cannot  increase  your  charge  for the  benefit.  However,  subject to any
regulatory  approval,  we do reserve  the right to  increase  the charge for  newly-issued  Annuities  that elect the  benefit  and for
existing Annuities that elect or re-add the benefit post-issue.

J.  OTHER INFORMATION:

a.       Contingent on  shareholder  approval,  effective on or about  November 13, 2009,  the AST Focus Four Plus Portfolio will merge
   into the AST First Trust Capital Appreciation Target Portfolio.  Thereafter,  the AST Focus Four Plus Portfolio will cease to exist,
   and any Account Value that had been invested in the AST Focus Four Plus Portfolio  Sub-account  immediately prior to the merger will
   be transferred into the AST First Trust Capital Appreciation Target Portfolio Sub-account.

b.         The following  underlying  portfolios are added as Sub-accounts to your Annuity  effective  January 4, 2010,  however please
   note that you may not make  Purchase  Payments  to,  or  transfer  Account  Value to or from,  these  Sub-accounts,  and that  these
   Sub-accounts  are available only with certain living benefits.  In the section  entitled  "Summary of Contract Fees and Charges," we
   add the following to the table of Underlying Mutual Fund Portfolio Annual Expenses:

                       UNDERLYING PORTFOLIO                          Management Fee      Other      (12b-1)     Acquired    Total Annual
                                                                                                                Portfolio
                                                                                                                 Fees &       Portfolio
                                                                                       Expenses       Fee       Expenses      Expenses
- ------------------------------------------------------------------- ----------------- ------------ ----------- ------------ --------------
AST Bond Portfolio 2017                                                  0.65%*         0.31%**      0.00%        0.00%       0.96%***
AST Bond Portfolio 2021                                                  0.65%*         0.31%**      0.00%        0.00%       0.96%***
   * The contractual  investment  management fee rate is subject to certain  breakpoints.  In the event the combined  average daily net
   assets of the AST Bond Portfolio  2017, the AST Bond Portfolio  2021, the AST Bond Portfolio  2015, the AST Bond Portfolio 2016, the
   AST Bond  Portfolio  2018, the AST Bond Portfolio  2019,  the AST Bond Portfolio  2020, and the AST Investment  Grade Bond Portfolio
   (each, a Bond Portfolio and collectively,  the Bond Portfolios) do not exceed $500 million,  each Portfolio's  investment management
   fee rate  will  equal  0.65% of its  average  daily net  assets.  In the event the  combined  average  daily net  assets of the Bond
   Portfolios  exceed $500 million,  the portion of a Portfolio's  assets to which the investment  management fee rate of 0.65% applies
   and the portion of a Portfolio's  assets to which the  investment  management  fee rate of 0.64% applies will be determined on a pro
   rata basis. Such fee would be computed as follows.

                          [0.65% x ($500 million x Individual Portfolio Assets / Combined Portfolio Assets)] +

             [0.64% x (Combined Portfolio Assets - $500 million) x Individual Portfolio Assets / Combined Portfolio Assets]

  **  Estimates  based on an assumed  average  daily net asset level of $50 million  for each  Portfolio  during the fiscal year ending
   December 31, 2010. As used in connection  with each  Portfolio,  "other  expenses"  includes  expenses for  accounting and valuation
   services,  custodian  fees,  audit and legal fees,  transfer agency fees, fees paid to  non-interested  Trustees,  and certain other
   miscellaneous items. Each Portfolio also will pay participating  insurance companies an administrative  services fee of 0.10% of its
   average daily net assets on an annualized basis, subject to certain voluntary asset-based breakpoints.  Such administrative services
   fee will compensate  participating  insurance  companies for providing  certain  services to beneficial  shareholders in lieu of the
   Trust, including the printing and mailing of fund prospectuses and shareholder reports.

  ***  Estimates  based on an assumed  average  daily net asset level of $50 million for each  Portfolio  during the fiscal year ending
   December 31, 2010. The Investment Managers have contractually  agreed to waive a portion of their investment  management fees and/or
   reimburse certain expenses for each Portfolio so that each Portfolio's  investment management fees plus other expenses (exclusive in
   all cases of taxes,  interest,  brokerage  commissions,  distribution  fees,  acquired  fund fees and  expenses,  and  extraordinary
   expenses) do not exceed 1.00% of each Portfolio's average daily net assets for the fiscal year ending December 31, 2010.

 c. In the section entitled "Investment Options", we add the following to the table of "Investment Objectives/Policies"

    ---------------------------------------------------------------------------------------------------------------------------------
         STYLE/TYPE                                                                                             PORTFOLIO ADVISOR/
                                                    INVESTMENT OBJECTIVES/POLICIES                                 SUB-ADVISOR
    ---------------------------------------------------------------------------------------------------------------------------------
    ---------------------------------------------------------------------------------------------------------------------------------
                                                        ADVANCED SERIES TRUST
    ---------------------------------------------------------------------------------------------------------------------------------
    ---------------------------------------------------------------------------------------------------------------------------------
                         AST Bond Portfolio 2017:  seeks the highest  potential total return  consistent with
                         its specified level of risk tolerance to meet the parameters  established to support
                         the GRO benefits and maintain  liquidity to support changes in market conditions for Prudential Investment
        Fixed Income     a fixed  maturity of 2017.  Please note that you may not make Purchase  Payments to,    Management, Inc.
                         or transfer  Account Value to or from,  this  portfolio,  and that this portfolio is
                         available only with certain living benefits.
    ---------------------------------------------------------------------------------------------------------------------------------
    ---------------------------------------------------------------------------------------------------------------------------------
                         AST Bond Portfolio 2021:  seeks the highest  potential total return  consistent with
                         its specified level of risk tolerance to meet the parameters  established to support
                         the GRO benefits and maintain  liquidity to support changes in market conditions for Prudential Investment
        Fixed Income     a fixed  maturity of 2021.  Please note that you may not make Purchase  Payments to,    Management, Inc.
                         or transfer  Account Value to or from,  this  portfolio,  and that this portfolio is
                         available only with certain living benefits.
    ---------------------------------------------------------------------------------------------------------------------------------







                                                                                        Prudential Annuities Life Assurance Corporation

OPTIMUM XTRASM

                                                  Supplement dated November 16, 2009
                                                                  To
                                                     Prospectus dated May 1, 2009

This  supplement  should be read and retained with the prospectus for your Annuity.  If you would like another copy of the  prospectus,
please call us at 1-888-PRU-2888.

This supplement  describes two new guaranteed minimum  accumulation  benefits called Highest DailySM Guaranteed Return Option SM II and
Guaranteed  Return  OptionSM  Plus II. Each of these  benefits  is an optional  benefit  available  under each of the  above-referenced
Annuities.

This supplement also describes an option available to those currently  participating  in Highest Daily GROSM or GRO Plus 2008SM,  under
which they may elect,  at no cost, a "90% cap rule" that limits the amount of Account Value that may be  transferred  into the required
AST bond portfolio  Sub-account.  If you elect the 90% cap rule, we will replace the current  formula  governing  asset transfers under
the benefit with a formula that will transfer no more than 90% of Account Value into the applicable AST bond portfolio Sub-account.

Highest  DailySM  Guaranteed  Return Option II (HD GRO IISM) and  Guaranteed  Return  OptionSM  Plus II (GRO Plus IISM) are  guaranteed
optional  accumulation  benefits.  In contrast to an optional lifetime income benefit that guarantees a specified amount of withdrawals
for life, an accumulation  benefit  guarantees a minimum account value as of a designated  future date.  Thus,  either HD GRO II or GRO
Plus II may be an  appropriate  option for an annuity owner who wants a guaranteed  minimum  account value after a specified  number of
years.  Because the  guarantee  inherent in each benefit does not take effect  until a specified  number of years into the future,  you
should elect such a benefit only if your investment time horizon is of at least that duration.  Please see the introductory  section of
"Living  Benefits" in the prospectus for a general  discussion of our optional  living  benefits.  As is the case with optional  living
benefits in general, the fulfillment of our guarantee under these benefits is dependent on our claims-paying ability.

A. We include the following revised entry in the "GLOSSARY OF TERMS" section of the prospectus:

Guaranteed  Return Option Plus 2008SM,  (GRO Plus  2008)SM/Guaranteed  Return  OptionSMPlus II (GRO PlusSMII)  Highest Daily Guaranteed
Return Option  (Highest  Daily  GRO)SM/Highest  DailySMGuaranteed  Return Option II (HD GROSMII):  Each of GRO Plus 2008,  GRO Plus II,
Highest Daily GRO, 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.

B. We revise the section  entitled "Your Optional  Benefit Fees and Charges" to add the following line items that set forth the fee for
each of HD GRO II and GRO Plus II:

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

                                                   YOUR OPTIONAL FEES AND CHARGES(1)
- ----------------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------- -------------------------------------------- --------------------------------------------
              OPTIONAL BENEFIT                            OPTIONAL BENEFIT FEE/                        TOTAL ANNUAL CHARGE2
                                                                 CHARGE                                         for
                                                     (as a percentage of Sub-account                       OPTIMUM XTRA
                                                               net assets,
                                                       unless otherwise indicated)
- ---------------------------------------------- -------------------------------------------- --------------------------------------------
- ---------------------------------------------- -------------------------------------------- --------------------------------------------

GRO PLUS II

Current and Maximum Charge(3)                                     0.60%                                        2.35%
- ---------------------------------------------- -------------------------------------------- --------------------------------------------
- ---------------------------------------------- -------------------------------------------- --------------------------------------------

HIGHEST DAILY GRO II

Current and Maximum Charge(3)                                     0.60%                                        2.35%
- ---------------------------------------------- -------------------------------------------- --------------------------------------------

How Charge is Determined

1) GRO Plus II. Charge for this benefit is assessed against the average daily net assets of the  Sub-accounts.  The total annual charge
is 2.35%.
Highest Daily GRO II. Charge for this benefit is assessed  against the average daily net assets of the  Sub-accounts.  The total annual
charge is 2.35%.
2) The Total Annual Charge includes the Insurance Charge assessed  against the average daily net assets allocated to the  Sub-accounts.
If you elect more than one optional benefit, the Total Annual Charge would be higher to include the charge for each optional benefit.
3) Because there is no higher charge to which we could increase the current  charge,  the current charge and maximum charge are one and
the same.  Thus,  so long as you  retain  the  benefit,  we cannot  increase  your  charge  for the  benefit.  However,  subject to any
regulatory  approval,  we do reserve  the right to  increase  the charge for  newly-issued  Annuities  that elect the  benefit  and for
existing Annuities that elect or re-add the benefit post-issue.

C. The "Summary - Options for Guaranteed Accumulation" section is revised, in pertinent part, as follows:

These benefits contain detailed provisions, so please see the following sections of the prospectus for complete details:
o        Guaranteed Return Option Plus 2008*
o        Highest Daily GRO*
o        Guaranteed Return Option Plus II
o        Highest Daily GRO II

* No longer available for new elections in a given state once Highest Daily GRO II and GRO Plus II,  respectively,  is approved in that
State.

D. With respect to the "Investment  Options"  section of the prospectus,  we restate the second  paragraph to include Highest Daily GRO
II and GRO Plus II as optional benefits that require participation in LPL's asset allocation programs:

When you purchase one of the Annuities,  you will be required to participate in LPL's asset  allocation  program which does not utilize
all of the investment  options available under the Annuities.  Unless you have elected an optional benefit that requires you to stay in
the asset allocation  program,  you will be permitted to transfer Account Value out of the asset allocation  program  subsequent to the
Issue Date.  Currently,  the  following  optional  benefits  require that you maintain  your Account  Value in one or more of the asset
allocation  programs:  Lifetime Five, Spousal Lifetime Five, Highest Daily Lifetime Five, Highest Daily Lifetime Seven, Spousal Highest
Daily Lifetime  Seven,  the Highest Daily Lifetime 7 Plus  benefits,  the Highest Daily Lifetime 6 Plus benefits,  GRO Plus II, Highest
Daily GRO II, and the Highest  Daily Value death  benefit.  The asset  allocation  program is offered by LPL. We have not  designed the
models or the program,  and we are not responsible for them. Our role is limited to administering the model you select.  For additional
information,  see Appendix C - "Additional  Information on Asset  Allocation  Programs." If your Annuity is no longer held through LPL,
we will not  require you to continue  to  participate  in LPL's asset  allocation  program.  In that event,  you will be  permitted  to
allocate your Account Value to any permitted  Portfolio  (unless you are obligated to invest in specified  Portfolios to participate in
an optional benefit).


E. GUARANTEED RETURN OPTION PLUS II
We add the following to the section entitled "Living Benefits."

Guaranteed Return Option Plus II (GRO Plus II)
You can elect this benefit on the Issue Date of your Annuity, or at any time thereafter if available.  In addition,  you may cancel GRO
Plus II and then re-elect the benefit  beginning on the next Valuation Day if available,  provided that your Account Value is allocated
as required by the benefit and you otherwise meet our eligibility  rules.  If you cancel the benefit,  you lose all guarantees that you
had accumulated under the benefit.  The initial  guarantee under the newly-elected  benefit will be based on your current Account Value
at the time the new benefit  becomes  effective on your Annuity GRO Plus II is not available if you  participate  in any other optional
living  benefit.  However,  GRO Plus II may be elected  together with any optional  death  benefit,  other than the Highest Daily Value
Death Benefit.  As detailed below under "Key Feature - Allocation of Account  Value",  your  participation  in this benefit among other
things entails your  participation in a program that, as dictated by a predetermined  mathematical  formula,  may transfer your Account
Value between your elected Sub-accounts and an AST bond portfolio Sub-account.

Under GRO Plus II, we guarantee  that the Account Value on the date that the benefit is added to your Annuity  (adjusted for subsequent
purchase  payments and  withdrawals  as detailed  below) will not be any less than that original  value on the seventh  anniversary  of
benefit election and each anniversary  thereafter.  We refer to this initial guarantee as the "base guarantee." In addition to the base
guarantee,  GRO Plus II offers the  possibility of an enhanced  guarantee.  You may "manually"  lock in an enhanced  guarantee once per
"benefit year" (i.e., a year beginning on the date you acquired the benefit and each  anniversary  thereafter) if your Account Value on
that Valuation Day exceeds the amount of any  outstanding  base guarantee or enhanced  guarantee.  If you elect to manually  lock-in an
enhanced  guarantee on an anniversary of the effective date of the benefit,  that lock-in will not count toward the one elective manual
lock-in you may make each benefit  year.  We guarantee  that the Account Value  locked-in by that  enhanced  guarantee  will not be any
less seven years later,  and each  anniversary of that date  thereafter.  In addition,  you may elect an automatic  enhanced  guarantee
feature  under  which,  if your  Account  Value on a benefit  anniversary  exceeds the highest  existing  guarantee  by 7% or more,  we
guarantee that such Account Value will not be any less seven benefit anniversaries later and each benefit anniversary  thereafter.  You
may maintain  only one enhanced  guarantee  in addition to your base  guarantee.  Thus,  when a new enhanced  guarantee is created,  it
cancels any  existing  enhanced  guarantee.  However,  the fact that an enhanced  guarantee  was  effected  automatically  on a benefit
anniversary  does not prevent you from "manually"  locking-in an enhanced  guarantee during the ensuing benefit year.  Conversely,  the
fact that you "manually" locked in an enhanced  guarantee does not preclude the possibility of an automatic  enhanced  guarantee on the
subsequent benefit  anniversary.  You may elect to terminate an enhanced guarantee without also terminating the base guarantee.  If you
do, any amounts held in the AST bond portfolio  Sub-account  with respect to that enhanced  guarantee will be transferred to your other
Sub-accounts in accordance with your most recent allocation instructions (see below "Key Feature - Allocation of Account Value").

Amounts  held in an AST bond  portfolio  Sub-account  with respect to the base  guarantee  will not be  transferred  as a result of the
termination of an enhanced  guarantee.  You may not lock in an enhanced  guarantee,  either manually or through our optional  automatic
program,  within seven years of the date by which annuity  payments must commence under the terms of your Annuity  (please see "How and
When Do I Choose The Annuity Payment  Option?" in the prospectus for further  information on your maximum Annuity Date).  The inability
to lock in an enhanced  guarantee  referenced in the  immediately  preceding  sentence also applies to a new Owner who has acquired the
Annuity from the original Owner.

In general,  we refer to a date on which the Account Value is guaranteed to be present as the "maturity  date". If the Account Value on
the maturity date is less than the guaranteed  amount,  we will  contribute  funds from our general account to bring your Account Value
up to the  guaranteed  amount.  If the  maturity  date is not a  Valuation  Day,  then we would  contribute  such an amount on the next
Valuation  Day. We will allocate any such amount to each  Sub-account  (other than the AST bond  portfolio  Sub-account  used with this
benefit and described below) in accordance with your most recent allocation  instructions.  Regardless of whether we need to contribute
funds at the end of a guarantee  period,  we will at that time  transfer  all amounts  held within the AST bond  portfolio  Sub-account
associated with the maturing  guarantee to your other  Sub-accounts  on a pro rata basis,  unless your Account Value is being allocated
according  to an asset  allocations  program,  in such case,  your Account  Value will be  transferred  according  to the program.  The
guarantees  provided by the benefit exist only on the  applicable  maturity  date(s).  However,  due to the ongoing  monitoring of your
Account  Value,  and the  transfer of Account  Value to support our future  guarantees,  the benefit may provide some  protection  from
significant  Sub-account  losses. For this same reason, the benefit may limit your ability to benefit from Sub-account  increases while
it is in effect.

We increase  both the base  guarantee and any enhanced  guarantee by the amount of each  Purchase  Payment  (including  any  associated
purchase  Credits) made subsequent to the date that the guarantee was  established.  For example,  if the effective date of the benefit
was January 1, 2010 and the Account  Value was  $100,000 on that date,  then a $30,000  Purchase  Payment  made on March 30, 2011 would
increase the base guarantee amount to $130,000.

If you make a withdrawal  (including any CDSC), we effect a proportional  reduction to each existing  guarantee  amount. We calculate a
proportional  reduction by reducing each existing guarantee amount by the percentage  represented by the ratio of the withdrawal amount
(including any CDSC) to your Account Value immediately prior to the withdrawal.

If you make a  withdrawal,  we will  deduct the  withdrawal  amount  pro rata from each of your  Sub-accounts  (including  the AST bond
portfolio Sub-account used with this benefit).

Any partial  withdrawal for payment of any third party  investment  advisory  service will be treated as a withdrawal,  and will reduce
each guarantee amount proportionally, in the manner indicated above.

EXAMPLE
This example is purely  hypothetical  and does not reflect the charges for the benefit or any other fees and charges under the Annuity.
It is intended to illustrate the proportional reduction of a withdrawal on each guarantee amount under this benefit.

Assume the following:
o        The Issue Date is December 1, 2010
o        The benefit is elected on December 1, 2010
o        The Account Value on December 1, 2010 is $200,000, which results in a base guarantee of $200,000
o        An enhanced guarantee amount of $300,000 exists is locked in on December 1, 2011
o        The Account Value immediately prior to the withdrawal is equal to $300,000
o        No CDSC is applicable

If a withdrawal  of $50,000 is taken on December  15, 2011,  all  guarantee  amounts will be reduced by the ratio the total  withdrawal
amount represents of the Account Value just prior to the withdrawal being taken.







Here is the calculation (figures are rounded):

- ---------------------------------------------------------------------------------------------------------------------------------------
Withdrawal Amount divided by                                    $ 50,000
Account Value before withdrawal                                 $300,000
Equals ratio                                                    16.67%
All guarantees will be reduced by the above ratio (16.67%)
Base guarantee amount                                           $166,667
Enhanced guarantee amount                                       $250,000
- ---------------------------------------------------------------------------------------------------------------------------------------

Key Feature - Allocation of Account Value
We limit the Sub-accounts to which you may allocate  Account Value if you elect GRO Plus II. For purposes of this benefit,  we refer to
those  permitted  investment  options  (other  than the  required  bond  portfolio  Sub-accounts  discussed  below)  as the  "Permitted
Sub-accounts."


GRO Plus II uses a predetermined  mathematical  formula to help manage your guarantees  through all market cycles.  Because the formula
is made part of your Rider schedule supplement,  the formula applicable to you may not be altered once you elect the benefit.  However,
subject to regulatory  approval,  we do reserve the right to amend the formula for  newly-issued  Annuities  that elect or re-elect GRO
Plus II and for existing  Annuities that elect the benefit  post-issue.  This required  formula helps us manage our financial  exposure
under GRO Plus II, by moving  assets out of certain  Sub-accounts  if dictated  by the  formula  (see  below).  In essence,  we seek to
preserve the value of these assets,  by  transferring  them to a more stable option (i.e.,  one or more  specified  bond  portfolios of
Advanced Series Trust).  We refer to the Sub-accounts  corresponding  to these bond portfolios  collectively as the "AST bond portfolio
Sub-accounts".  The formula  also  contemplates  the  transfer of Account  Value from an AST bond  portfolio  Sub-account  to the other
Sub-accounts in certain other scenarios.  The formula is set forth in Section H of this Supplement.  A summary  description of each AST
bond  portfolio  Sub-account  appears within the Prospectus  section  entitled "What Are The Investment  Objectives and Policies Of The
Portfolios?" You will be furnished with a prospectus  describing the AST bond portfolios.  In addition,  you can find a copy of the AST
bond portfolio prospectus by going to www.prudentialannuities.com.

For purposes of operating the GRO Plus II formula, we have included within this Annuity several AST bond portfolio  Sub-accounts.  Each
AST bond portfolio is unique, in that its underlying  investments  generally mature at different times. For example,  there would be an
AST bond  portfolio  whose  underlying  investments  generally  mature in 2020,  an AST bond  portfolio  whose  underlying  investments
generally mature in 2021, and so forth. As discussed below,  the formula  determines the appropriate AST bond portfolio  Sub-Account to
which Account  Value is  transferred.  We will  introduce  new AST bond  portfolio  Sub-accounts  in  subsequent  years,  to correspond
generally to the length of new  guarantee  periods that are created  under this benefit (and the Highest  Daily GRO  benefits).  If you
have  elected  GRO Plus II, you may have  Account  Value  allocated  to an AST bond  portfolio  Sub-account  only by  operation  of the
predetermined  mathematical  formula,  and  thus  you  may not  allocate  purchase  payments  to or make  transfers  to or from  such a
Sub-account.  Please see the Prospectus for your Annuity and the prospectus for the Advanced  Series Trust for more  information  about
each AST bond portfolio used with this benefit.

Although we employ several AST bond portfolio  Sub-accounts  for purposes of the benefit,  the formula  described in the next paragraph
operates so that your Account  Value may be allocated to only one AST bond  portfolio  Sub-account  at one time.  On any day a transfer
into or out of the AST bond  portfolio  Sub-account  is made the  formula  may dictate  that a transfer  out of one AST bond  portfolio
Sub-account be made into another AST bond portfolio  Sub-account.  Any transfer into an AST bond portfolio Sub-account will be directed
to the AST bond  portfolio  Sub-account  associated  with the "current  liability",  as described  below.  As  indicated,  the AST bond
portfolio  Sub-accounts  are  employed  with this  benefit to help us mitigate  the  financial  risks  under our  guarantee.  Thus,  in
accordance with the formula applicable to you under the benefit,  we determine which AST bond portfolio  Sub-account your Account Value
is transferred to, and under what circumstances a transfer is made.

In general,  the formula works as follows. On each Valuation Day, the formula  automatically  performs an analysis with respect to each
guarantee that is outstanding.  For each outstanding  guarantee,  the formula begins by determining the present value on that Valuation
Day that, if appreciated at the  applicable  "discount  rate",  would equal the  applicable  guarantee  amount on the maturity date. As
detailed in the  formula,  the discount  rate is an interest  rate  determined  by taking a benchmark  index used within the  financial
services  industry and then reducing that interest rate by a prescribed  adjustment.  Once  selected,  we do not change the  applicable
benchmark  index  (although we do reserve the right to use a new  benchmark  index if the  original  benchmark  is  discontinued).  The
greatest of each such  present  value is referred to as the  "current  liability"  in the  formula.  The formula  compares  the current
liability to the amount of your Account  Value held within the AST bond  portfolio  Sub-account  and to your Account  Value held within
the  Permitted  Sub-accounts.  If the current  liability,  reduced by the amount held within the AST bond  portfolio  Sub-account,  and
divided by the amount held within the Permitted  Sub-accounts,  exceeds an upper target value  (currently,  85%), then the formula will
make a transfer  into the AST bond  portfolio  Sub-account,  in the amount  dictated by the formula  (subject to the 90% cap  discussed
below).  If the current  liability,  reduced by the amount held within the AST bond  portfolio  Sub-account,  and divided by the amount
within your other  Sub-accounts,  is less than a lower target value  (currently,  79%),  then the formula will  transfer  Account Value
within the AST bond portfolio Sub-account into the Permitted Sub-accounts, in the amount dictated by the formula.

The formula will not execute a transfer to the AST bond  portfolio  Sub-account  that  results in more than 90% of your  Account  Value
being  allocated to the AST bond  portfolio  Sub-account  ("90% cap").  Thus,  on any  Valuation  Day, if the formula  would  require a
transfer to the AST bond  portfolio  Sub-account  that would  result in more than 90% of the Account  Value being  allocated to the AST
bond  portfolio  Sub-account,  only the amount  that  results in exactly  90% of the  Account  Value  being  allocated  to the AST bond
portfolio  Sub-account will be transferred.  Additionally,  future  transfers into the AST bond portfolio  Sub-account will not be made
(regardless of the performance of the AST bond portfolio  Sub-account and the Permitted  Sub-accounts)  at least until there is first a
transfer out of the AST bond  portfolio  Sub-account.  Once this  transfer  occurs out of the AST bond  portfolio  Sub-account,  future
amounts may be  transferred to or from the AST bond  portfolio  Sub-account if dictated by the formula  (subject to the 90% cap). At no
time will the formula make a transfer to the AST bond  portfolio  Sub-account  that  results in greater than 90% of your Account  Value
being  allocated to the AST bond  portfolio  Sub-account.  However,  it is possible  that,  due to the  investment  performance of your
allocations in the AST bond portfolio  Sub-account and your allocations in the Permitted  Sub-accounts you have selected,  your Account
Value could be more than 90% invested in the AST bond portfolio  Sub-account.  If you make additional purchase payments to your Annuity
while the 90% cap is in effect,  the formula will not  transfer  any of such  additional  purchase  payments to the AST bond  portfolio
Sub-account  at least  until  there is first a  transfer  out of the AST bond  portfolio  Sub-account,  regardless  of how much of your
Account  Value is in the  Permitted  Sub-accounts.  This means that there could be  scenarios  under which,  because of the  additional
purchase  payments you make,  less than 90% of your entire  Account Value is allocated to the AST bond portfolio  Sub-account,  and the
formula  will still not  transfer  any of your Account  Value to the AST bond  portfolio  Sub-account  (at least until there is first a
transfer out of the AST bond portfolio Sub-account).

For example,
o        March 19,  2010 - a  transfer  is made to the AST bond  portfolio  Sub-account  that  results in the 90% cap being met and now
     $90,000 is allocated to the AST bond portfolio Sub-account and $10,000 is allocated to the Permitted Sub-accounts.
o        March 20, 2010 - you make an additional  purchase payment of $10,000.  No transfers have been made from the AST bond portfolio
     Sub-account to the Permitted Sub-accounts since the cap went into effect on March 19, 2010.
o        On March 20, 2010 (and at least until first a transfer is made out of the AST bond  portfolio  Sub-account  under the formula)
     - the  $10,000  payment  is  allocated  to the  Permitted  Sub-accounts  and on this  date you have 82% in the AST bond  portfolio
     Sub-account and 18% in the Permitted  Sub-accounts  (such that $20,000 is allocated to the Permitted  Sub-accounts  and $90,000 to
     the AST bond portfolio Sub-account).
o        Once there is a transfer out of the AST bond  portfolio  Sub-account  (of any  amount),  the formula will operate as described
     above,  meaning that the formula could transfer  amounts to or from the AST bond portfolio  Sub-account if dictated by the formula
     (subject to the 90% cap).

Under the operation of the formula,  the 90% cap may come into  existence and be removed  multiple  times while you  participate in the
benefit.  We will  continue to monitor  your  Account  Value daily and, if dictated by the  formula,  systematically  transfer  amounts
between the Permitted Sub-accounts you have chosen and the AST bond portfolio Sub-account as dictated by the formula.

As discussed  above,  each Valuation Day, the formula analyzes the difference  between your Account Value and your guarantees,  as well
as how long you have owned the benefit,  and  determines  if any portion of your Account Value needs to be  transferred  into or out of
the AST bond portfolio  Sub-accounts.  Therefore,  at any given time, some, none, or most of your Account Value may be allocated to the
AST bond portfolio Sub-accounts.

The amount that is  transferred  to and from the AST bond  portfolio  Sub-accounts  pursuant to the  formula  depends  upon a number of
factors unique to your Annuity (and is not necessarily  directly  correlated  with the securities  markets,  bond markets,  or interest
rates, in general) including:
o        The difference between your Account Value and your guarantee amount(s);
o        The amount of time until the maturity of your guarantee(s);
o        The amount invested in, and the performance of, the Permitted Sub-accounts;
o        The amount invested in, and the performance of, the AST bond portfolio Sub-accounts;
o        The discount rate used to determine the present value of your guarantee(s);
o        Additional purchase payments, if any, that you make to the Annuity; and
o        Withdrawals, if any, taken from the Annuity.

Any amounts  invested in the AST bond portfolio  Sub-accounts  will affect your ability to participate in a subsequent  market recovery
within the Permitted  Sub-accounts.  Conversely,  the Account Value may be higher at the beginning of the market recovery, e.g. more of
the Account  Value may have been  protected  from decline and  volatility  than it  otherwise  would have been had the benefit not been
elected. The AST bond portfolio  Sub-accounts are available only with these benefits,  and you may not allocate purchase payments to or
transfer Account Value to or from the AST bond portfolio Sub-accounts.

Transfers under the formula do not impact any guarantees under the benefit that have already been locked-in.


Election/Cancellation of the Benefit
GRO Plus II can be elected on the Issue Date of your Annuity,  or on any Valuation Day thereafter,  provided that your Account Value is
allocated in a manner  permitted with the benefit and that you otherwise meet our eligibility  rules. You may elect GRO Plus II only if
the  oldest of the Owner and  Annuitant  is 84 or younger on the date of  election  (80 or  younger,  in New  York).  If you  currently
participate  in a living  benefit that may be cancelled,  you may terminate that benefit at any time and elect GRO Plus II. However you
will lose all  guarantees  that you had  accumulated  under  those  benefits.  The  guarantees  under GRO Plus II will be based on your
current Account Value at the time the new benefit becomes effective on your Annuity.

GRO Plus II will terminate  automatically  upon: (a) the death of the Owner or the Annuitant (in an entity owned contract),  unless the
Annuity is continued by the surviving  spouse;  (b) as of the date Account Value is applied to begin  annuity  payments;  (c) as of the
anniversary of benefit election that immediately precedes the contractually-mandated latest annuity date, or
(d) upon full surrender of the Annuity. If you elect to terminate the benefit,  GRO Plus II will no longer provide any guarantees.  The
charge for the GRO Plus II benefit will no longer be deducted from your Account Value upon termination of the benefit.

If you wish, you may cancel the GRO Plus II benefit.  You may also cancel an enhanced  guarantee,  but leave the base guarantee intact.
Upon  cancellation,  you may elect any other  currently  available  living  benefit  beginning on the next Valuation Day after you have
cancelled the GRO Plus II benefit,  provided that your Account Value is allocated in a manner  permitted  with the benefit and that you
otherwise  meet our  eligibility  rules.  Upon  cancellation  of the GRO Plus II benefit,  any Account Value  allocated to the AST bond
portfolio  Sub-account  used with the  formula  will be  reallocated  to the  Permitted  Sub-Accounts  according  to your  most  recent
allocation  instructions or, in absence of such instructions,  pro rata (i.e., in direct proportion to your current allocations).  Upon
your  re-election  of GRO Plus II,  Account Value may be  transferred  between the AST bond  portfolio  Sub-accounts  and the Permitted
Sub-accounts  according to the  predetermined  mathematical  formula (see "Key  Feature - Allocation  of Account  Value" above for more
details).  It is possible that over time the formula could transfer some,  none, or most of the Account Value to the AST bond portfolio
Sub-accounts  under  GRO Plus II.  You also  should be aware  that  upon  cancellation  of the GRO Plus II  benefit,  you will lose all
guarantees that you had  accumulated  under the benefit.  Thus, the guarantees  under any  newly-elected  benefit will be based on your
current  Account Value at benefit  effectiveness.  The benefit you elect or re-elect may be more expensive than the benefit you cancel.
Once the GRO Plus II benefit is canceled you are not required to re-elect  another  optional living benefit and any subsequent  benefit
election may be made on or after the first  Valuation  Day  following  the  cancellation  of the GRO Plus II benefit  provided that the
benefit you are looking to elect is available on a post-issue basis.

Special Considerations under GRO Plus II
This benefit is subject to certain rules and restrictions, including, but not limited to the following:
o        Upon  inception of the benefit,  100% of your Account Value must be allocated to the asset  allocation  programs  described in
     Section D of this supplement.  No fixed interest rate allocations may be in effect as of the date that you elect to participate in
     the benefit.
o        Transfers  to and from your  elected  Sub-accounts  and an AST bond  portfolio  Sub-account  will not count toward the maximum
     number of free transfers allowable under the Annuity.
o        Any amounts  applied to your Account  Value by us on a maturity date will not be treated as  "investment  in the contract" for
     income tax purposes.
o        As the time remaining until the applicable maturity date gradually  decreases,  the benefit may become increasingly  sensitive
     to moves to an AST bond portfolio Sub-account.
o        We currently limit the Sub-accounts to which you may allocate Account Value if you participate in this benefit.  Moreover,  if
     you are invested in  prohibited  investment  options and seek to acquire the benefit,  we will ask you to  reallocate to permitted
     investment  options as a prerequisite to acquiring the benefit.  Should we prohibit access to any investment option, any transfers
     required to move Account Value to eligible  investment  options will not be counted in  determining  the number of free  transfers
     during an Annuity Year.
o        If you elect this  benefit,  and in  connection  with that  election you are required to  reallocate  to different  investment
     options  permitted under this benefit,  then on the Valuation Day on which we receive your request in Good Order, we will (i) sell
     units of the  non-permitted  investment  options and (ii) invest the proceeds of those sales in the permitted  investment  options
     that you have designated.  During this reallocation  process, your Account Value allocated to the Sub-accounts will remain exposed
     to investment risk, as is the case generally.  The protection afforded by the newly-elected benefit will not arise until the close
     of business on the following Valuation Day.

Charges under the Benefit
We deduct an annualized  charge equal to 0.60% of the average daily net assets of the  Sub-accounts  (including  any AST bond portfolio
Sub-account) for  participation  in the GRO Plus II benefit.  The annual charge is deducted daily. The charge is deducted to compensate
us for:  (a) the risk that your Account  Value on a maturity  date is less than the amount  guaranteed  and (b)  administration  of the
benefit.

Closing of GRO Plus 2008
GRO Plus 2008 is described in the section of the prospectus  entitled "Living Benefits".  GRO Plus 2008 will no longer be available for
new  elections or re-adds in those  jurisdictions  where we have  received  regulatory  approval to offer GRO Plus II. If you currently
participate in GRO Plus 2008, this closing does not affect you or the guarantees associated with your benefit.  However,  subsequent to
the closure, you will no longer be allowed to re-elect GRO Plus 2008 if you decide to terminate it.

F. HIGHEST DAILY GUARANTEED RETURN OPTION II
We add the following to the section entitled "Living Benefits."

Highest Daily Guaranteed Return Option II (HD GRO II)
You can elect this benefit on the Issue Date of your Annuity,  or at any time thereafter if available.  In addition,  you may cancel HD
GRO II and then re-elect the benefit  beginning on the next  Valuation Day if available,  provided that your Account Value is allocated
as required by the benefit and that you otherwise meet our eligibility  rules. If you cancel the benefit,  you lose all guarantees that
you had accumulated under the benefit.  The initial  guarantees under the  newly-elected  benefit will be based on your current Account
Value at the time the new benefit  becomes  effective  on your  Annuity.  HD GRO II is not  available if you  participate  in any other
living benefit.  However,  HD GRO II may be elected together with any optional death benefit,  other than the Highest Daily Value Death
Benefit.  As detailed below under "Key Feature - Allocation of Account Value",  your  participation  in this benefit among other things
entails your  participation  in a program that, as dictated by a predetermined  mathematical  formula,  may transfer your Account Value
between your elected Sub-accounts and an AST bond portfolio Sub-account.

HD GRO II creates a series of separate  guarantees,  each of which is based on the highest  Account Value  attained on a day during the
applicable  time period.  As each year of your  participation  in the benefit  passes,  we create a new guarantee.  Each guarantee then
remains in existence  until the date on which it matures  (unless the benefit  terminates  sooner).  We refer to each date on which the
specified  Account  Value is  guaranteed  as the  "maturity  date" for that  guarantee.  HD GRO II will not create a  guarantee  if the
maturity date of that guarantee  would extend beyond the date by which annuity  payments must commence under the terms of your Annuity.
This is true even with respect to a new Owner who has acquired the Annuity from the original Owner.

The guarantees  provided by the benefit exist only on the applicable maturity date(s).  However,  due to the ongoing monitoring of your
Account  Value,  and the  transfer of Account  Value to support our future  guarantees,  the benefit may provide some  protection  from
significant  Sub-account  losses. For this same reason, the benefit may limit your ability to benefit from Sub-account  increases while
it is in effect.

The initial  guarantee is created on the day that the HD GRO II benefit is added to your Annuity.  We guarantee that your Account Value
on the  tenth  anniversary  of that day (we refer to each  such  anniversary  as a  "benefit  anniversary")  will not be less than your
Account Value on the day that the HD GRO II benefit was added to your Annuity.  Each benefit  anniversary  thereafter,  we create a new
guarantee.  With respect to each such subsequent  guarantee,  we identify the highest  Account Value that occurred  between the date of
that benefit  anniversary  and the date on which HD GRO II was added or re-added to your Annuity.  We guarantee that your Account Value
ten years after that benefit  anniversary  will be no less than the highest daily Account Value that occurred  during that time period.
The  following  example  illustrates  the time period  over which we identify  the highest  daily  Account  Value for  purposes of each
subsequent  guarantee under the benefit.  If the date of benefit  election were January 1, 2010, we would create a guarantee on January
1, 2014 based on the highest  Account Value achieved  between  January 1, 2010 and January 1, 2014, and that guarantee  would mature on
January 1, 2024. As described below, we adjust each of the guarantee amounts for purchase payments and withdrawals.

If the Account Value on the maturity date is less than the guaranteed  amount,  we will  contribute  funds from our general  account to
bring your Account Value up to the guaranteed  amount.  If the maturity date is not a Valuation Day, then we would  contribute  such an
amount on the next Valuation Day. We will allocate any such amount to each Sub-account  (other than the AST bond portfolio  Sub-account
used with this benefit and described  below) in accordance  with your most recent  allocations  instructions.  Regardless of whether we
need to  contribute  funds at the end of a  guarantee  period,  we will at that time  transfer  all  amounts  held  within the AST bond
portfolio  Sub-account  associated  with the maturing  guarantee to your other  Sub-accounts  on a pro rata basis,  unless your Account
Value is being allocated according to an asset allocation  program,  in such case, your Account Value will be transferred  according to
the program.

We increase the amount of each  guarantee  that has not yet reached its maturity  date, as well as the highest daily Account Value that
we calculate to establish a guarantee,  by the amount of each Purchase Payment  (including any associated  purchase Credits) made prior
to the  applicable  maturity  date.  For example,  if the effective  date of the benefit was January 1, 2010,  and there was an initial
guaranteed  amount that was set at $100,000  maturing January 1, 2020, and a second guaranteed amount that was set at $120,000 maturing
January 1, 2021,  then a $30,000  Purchase  Payment  made on March 30, 2011 would  increase  the  guaranteed  amounts to  $130,000  and
$150,000, respectively.

If you make a withdrawal  (including any CDSC), we effect a proportional  reduction to each existing  guarantee  amount. We calculate a
proportional  reduction by reducing each existing guarantee amount by the percentage  represented by the ratio of the withdrawal amount
(including any CDSC) to your Account Value immediately prior to the withdrawal.

If you make a  withdrawal,  we will  deduct the  withdrawal  amount  pro rata from each of your  Sub-accounts  (including  the AST bond
portfolio Sub-account used with this benefit).

Any partial  withdrawal for payment of any third party  investment  advisory  service will be treated as a withdrawal,  and will reduce
each guarantee amount proportionally, in the manner indicated above.

EXAMPLE
This example is purely  hypothetical  and does not reflect the charges for the benefit or any other fees and charges under the Annuity.
It is intended to illustrate the proportional reduction of a withdrawal on each guarantee amount under this benefit.

Assume the following:
o        The Issue Date is December 1, 2010
o        The benefit is elected on December 1, 2010
o        The Account Value on December 1, 2010 is $200,000, which results in an initial guarantee of $200,000
o        An additional guarantee amount of $300,000 is locked in on December 2011
o        The Account Value immediately prior to the withdrawal is equal to $300,000
o        No CDSC is applicable

If a withdrawal  of $50,000 is taken on December  15, 2011,  all  guarantee  amounts will be reduced by the ratio the total  withdrawal
amount represents of the Account Value just prior to the withdrawal being taken.

Here is the calculation (figures are rounded):

- ---------------------------------------------------------------------------------------------------------------------------------------
Withdrawal Amount divided by                            $ 50,000
Account Value before withdrawal                         $300,000
Equals ratio                                            16.67%
All guarantees will be reduced by the above ratio (16.67%)
Initial guarantee amount                                $166,667
Additional guarantee amount                             $250,000
- ---------------------------------------------------------------------------------------------------------------------------------------

Key Feature - Allocation of Account Value
We limit the Sub-accounts to which you may allocate Account Value if you elect HD GRO II. For purposes of this benefit, we refer to
those permitted investment options (other than the AST bond portfolio used with this benefit) as the "Permitted Sub-accounts".

HD GRO II uses a predetermined  mathematical  formula to help manage your guarantees through all market cycles.  Because the formula is
made part of your Rider schedule supplement,  the formula may not be altered once you elect or re-elect the benefit.  However,  subject
to any  regulatory  approval,  we do reserve  the right to amend the formula for  newly-issued  Annuities  that elect HD GRO II and for
existing  Annuities that elect the benefit  post-issue.  This required formula helps us manage our financial  exposure under HD GRO II,
by moving  assets out of certain  Sub-accounts  in certain  scenarios if dictated by the formula (see  below).  In essence,  we seek to
preserve the value of these assets,  by  transferring  them to a more stable option (i.e.,  one of a specified group of bond portfolios
within Advanced  Series Trust).  We refer to the  Sub-accounts  corresponding  to these bond  portfolios  collectively as the "AST bond
portfolio  Sub-accounts".  The formula also contemplates the transfer of Account Value from the AST bond portfolio  Sub-accounts to the
Permitted  Sub-accounts in other  scenarios.  The formula is set forth in Section H of this Supplement.  A summary  description of each
AST bond portfolio  Sub-account appears within the Prospectus section entitled "What Are The Investment  Objectives and Policies Of The
Portfolios?" You will be furnished with a prospectus  describing the AST bond portfolios.  In addition,  you can find a copy of the AST
bond portfolio prospectus by going to www.prudentialannuities.com

For purposes of operating the HD GRO II formula,  we have included  within this Annuity several AST bond portfolio  Sub-accounts.  Each
AST bond portfolio is unique, in that its underlying  investments  generally mature at the same time as each outstanding  maturity date
that exists under the benefit.  For example,  there would be an AST bond portfolio whose  underlying  investments  generally  mature in
2020  (corresponding  to all guarantees that mature in 2020), an AST bond portfolio whose  underlying  investments  generally mature in
2021  (corresponding  to all guarantees that mature in 2021), and so forth. As discussed below, the formula  determines the appropriate
AST bond  portfolio  Sub-Account  to which Account Value is  transferred.  We will  introduce new AST bond  portfolio  Sub-accounts  in
subsequent  years,  to  correspond  generally to the length of new guarantee  periods that are created under this benefit.  If you have
elected  Highest  Daily GRO II, you may have Account  Value  allocated to an AST bond  portfolio  Sub-account  only by operation of the
predetermined  mathematical  formula,  and thus you may not allocate purchase payments to, or transfer Account Value to or from, such a
Portfolio.  Please see the  prospectus for your Annuity and the prospectus  for the Advanced  Series Trust for more  information  about
each AST bond portfolio used with this benefit.

Although we employ several AST bond portfolio  Sub-accounts  for purposes of the benefit,  the formula  described in the next paragraph
operates so that your Account  Value may be allocated to only one AST bond  portfolio  Sub-account  at one time.  On any day a transfer
into or out of the AST bond  portfolio  Sub-account  is made the  formula  may dictate  that a transfer  out of one AST bond  portfolio
Sub-account be made into another AST bond portfolio  Sub-account.  Any transfer into an AST bond portfolio Sub-account will be directed
to the AST bond  portfolio  Sub-account  associated  with the "current  liability",  as described  below.  As  indicated,  the AST bond
portfolio  Sub-accounts  are  employed  with this  benefit to help us mitigate  the  financial  risks  under our  guarantee.  Thus,  in
accordance with the formula applicable to you under the benefit,  we determine which AST bond portfolio  Sub-account your Account Value
is transferred to, and under what circumstances a transfer is made.

In general,  the formula works as follows. On each Valuation Day, the formula  automatically  performs an analysis with respect to each
guarantee that is outstanding.  For each outstanding  guarantee,  the formula begins by determining the present value on that Valuation
Day that, if appreciated at the  applicable  "discount  rate",  would equal the  applicable  guarantee  amount on the maturity date. As
detailed in the  formula,  the discount  rate is an interest  rate  determined  by taking a benchmark  index used within the  financial
services  industry and then reducing that interest rate by a prescribed  adjustment.  Once  selected,  we do not change the  applicable
benchmark  index  (although we do reserve the right to use a new  benchmark  index if the  original  benchmark  is  discontinued).  The
greatest of each such  present  value is referred to as the  "current  liability"  in the  formula.  The formula  compares  the current
liability to the amount of your Account  Value held within the AST bond  portfolio  Sub-account  and to your Account  Value held within
the Sub-accounts.  If the current liability,  reduced by the amount held within the AST bond portfolio Sub-account,  and divided by the
amount held within your Permitted Sub-accounts,  exceeds an upper target value (currently,  85%), then the formula will make a transfer
into the AST bond  portfolio  Sub-account,  in the amount  dictated by the formula  (subject to the 90% cap  discussed  below).  If the
current liability,  reduced by the amount held within the AST bond portfolio  Sub-account,  and divided by the amount within your other
Sub-accounts,  is less than a lower target value  (currently,  79%),  then the formula will transfer  Account Value within the AST bond
portfolio Sub-account into the Permitted Sub-accounts, in the amount dictated by the formula.

The formula will not execute a transfer to the AST bond  portfolio  Sub-account  that  results in more than 90% of your  Account  Value
being  allocated to the AST bond  portfolio  Sub-account  ("90% cap").  Thus,  on any  Valuation  Day, if the formula  would  require a
transfer to the AST bond  portfolio  Sub-account  that would  result in more than 90% of the Account  Value being  allocated to the AST
bond  portfolio  Sub-account,  only the amount  that  results in exactly  90% of the  Account  Value  being  allocated  to the AST bond
portfolio  Sub-account will be transferred.  Additionally,  future  transfers into the AST bond portfolio  Sub-account will not be made
(regardless of the performance of the AST bond portfolio  Sub-account and the Permitted  Sub-accounts)  at least until there is first a
transfer out of the AST bond  portfolio  Sub-account.  Once this  transfer  occurs out of the AST bond  portfolio  Sub-account,  future
amounts may be  transferred to or from the AST bond  portfolio  Sub-account if dictated by the formula  (subject to the 90% cap). At no
time will the formula make a transfer to the AST bond  portfolio  Sub-account  that  results in greater than 90% of your Account  Value
being  allocated to the AST bond  portfolio  Sub-account.  However,  it is possible  that,  due to the  investment  performance of your
allocations in the AST bond portfolio  Sub-account and your allocations in the Permitted  Sub-accounts you have selected,  your Account
Value could be more than 90% invested in the AST bond portfolio  Sub-account.  If you make additional purchase payments to your Annuity
while the 90% cap is in effect,  the formula will not  transfer  any of such  additional  purchase  payments to the AST bond  portfolio
Sub-account  at least  until  there is first a  transfer  out of the AST bond  portfolio  Sub-account,  regardless  of how much of your
Account  Value is in the  Permitted  Sub-accounts.  This means that there could be  scenarios  under which,  because of the  additional
purchase  payments you make,  less than 90% of your entire  Account Value is allocated to the AST bond portfolio  Sub-account,  and the
formula  will still not  transfer  any of your Account  Value to the AST bond  portfolio  Sub-account  (at least until there is first a
transfer out of the AST bond portfolio Sub-account).

For example,
o        March 19,  2010 - a  transfer  is made to the AST bond  portfolio  Sub-account  that  results in the 90% cap being met and now
     $90,000 is allocated to the AST bond portfolio Sub-account and $10,000 is allocated to the Permitted Sub-accounts.
o        March 20, 2010 - you make an additional  purchase payment of $10,000.  No transfers have been made from the AST bond portfolio
     Sub-account to the Permitted Sub-accounts since the cap went into effect on March 19, 2010.
o        On March 20, 2010 (and at least until first a transfer is made out of the AST bond portfolio  Sub-account  under the formula),
     the  $10,000  payment  is  allocated  to the  Permitted  Sub-accounts  and on this  date you  have  82% in the AST bond  portfolio
     Sub-account and 18% in the Permitted  Sub-accounts  (such that $20,000 is allocated to the Permitted  Sub-accounts  and $90,000 to
     the AST bond portfolio Sub-account).
o        Once there is a  formula-initiated  transfer  out of the AST bond  portfolio  Sub-account  (of any  amount),  the formula will
     operate as described  above,  meaning that the formula could  transfer  amounts to or from the AST bond  portfolio  Sub-account if
     dictated by the formula (subject to the 90% cap).

Under the operation of the formula,  the 90% cap may come into  existence and be removed  multiple  times while you  participate in the
benefit.  We will  continue to monitor  your  Account  Value daily and, if dictated by the  formula,  systematically  transfer  amounts
between the Permitted Sub-accounts you have chosen and the AST bond portfolio Sub-account as dictated by the formula.

As discussed  above,  each Valuation Day, the formula analyzes the difference  between your Account Value and your guarantees,  as well
as how long you have owned the benefit,  and  determines  if any portion of your Account Value needs to be  transferred  into or out of
the AST bond portfolio  Sub-accounts.  Therefore,  at any given time, some, none, or most of your Account Value may be allocated to the
AST bond portfolio Sub-accounts.

The amount that is  transferred  to and from the AST bond  portfolio  Sub-accounts  pursuant to the  formula  depends  upon a number of
factors unique to your Annuity (and is not necessarily  directly  correlated  with the securities  markets,  bond markets,  or interest
rates, in general) including:
o        The difference between your Account Value and your guarantee amount(s);
o        The amount of time until the maturity of your guarantee(s);
o        The amount invested in, and the performance of, the Permitted Sub-accounts;
o        The amount invested in, and the performance of, the AST bond portfolio Sub-accounts;
o        The discount rate used to determine the present value of your guarantee(s);
o        Additional purchase payments, if any, that you make to the Annuity; and
o        Withdrawals, if any, taken from the Annuity.

Any amounts  invested in the AST bond portfolio  Sub-accounts  will affect your ability to participate in a subsequent  market recovery
within the Permitted  Sub-accounts.  Conversely,  the Account Value may be higher at the beginning of the market recovery, e.g. more of
the Account  Value may have been  protected  from decline and  volatility  than it  otherwise  would have been had the benefit not been
elected.

The AST bond portfolio  Sub-accounts are available only with these benefits,  and you may not allocate purchase payments to or transfer
Account Value to or from the AST bond portfolio Sub-accounts.

Transfers do not impact any guarantees that have already been locked-in.

Election/Cancellation of the Benefit
HD GRO II can be elected on the Issue Date of your Annuity,  or on any Valuation  Day  thereafter,  provided that your Account Value is
allocated in a manner permitted with the benefit and you otherwise meet our eligibility  requirements.  You may elect HD GRO II only if
the  oldest of the Owner and  Annuitant  is 84 or younger on the date of  election  (80 or  younger,  in New  York).  If you  currently
participate  in a living  benefit that may be cancelled,  you may terminate  that benefit at any time and elect HD GRO II.  However you
will lose all guarantees that you had accumulated  under the previous  benefit.  The initial guarantee under HD GRO II will be based on
your current Account Value at the time the new benefit becomes effective on your Annuity.


HD GRO II will  terminate  automatically  upon: (a) the death of the Owner or the Annuitant (in an entity owned  contract),  unless the
Annuity is continued by the surviving  spouse;  (b) as of the date Account Value is applied to begin  annuity  payments;  (c) as of the
anniversary of benefit election that immediately  precedes the  contractually-mandated  latest annuity date, or (d) upon full surrender
of the Annuity.  If you elect to terminate the benefit,  HD GRO II will no longer provide any guarantees.  The charge for the HD GRO II
benefit will no longer be deducted from your Account Value upon termination of the benefit.

If you wish, you may cancel the HD GRO II benefit.  You may then elect any other currently  available  living benefit  beginning on the
next  Valuation  Day after you have  cancelled  the HD GRO II benefit,  provided  that your  Account  Value is  allocated in the manner
permitted  with the benefit and you otherwise  meet our  eligibility  requirements.  Upon  cancellation  of the HD GRO II benefit,  any
Account  Value  allocated  to the AST  bond  portfolio  Sub-accounts  used  with  the  formula  will be  reallocated  to the  Permitted
Sub-Accounts  according to your most recent  allocation  instructions  or, in absence of such  instructions,  pro-rata (i.e., in direct
proportion to your current  allocations).  Upon your  re-election of HD GRO II,  Account Value may be transferred  between the AST bond
portfolio  Sub-accounts and the other Sub-accounts  according to the predetermined  mathematical formula (see "Key Feature - Allocation
of Account  Value"  section for more  details).  It is possible that over time the formula could  transfer  some,  most, or none of the
Account Value to the AST bond portfolio  Sub-accounts under the newly-elected  benefit. You also should be aware that upon cancellation
of the HD GRO II benefit,  you will lose all guarantees that you had  accumulated  under the benefit.  Thus, the guarantees  under your
newly-elected  benefit will be based on your  current  Account  Value at the time the new benefit  becomes  effective.  The benefit you
elect or re-elect may be more expensive than the benefit you cancel.


Special Considerations under HD GRO II
This benefit is subject to certain rules and restrictions, including, but not limited to the following:
o        Upon  inception of the benefit,  100% of your Account  Value must be  allocated  to asset  allocations  programs  described in
     Section D of this supplement.  No fixed interest rate allocations may be in effect as of the date that you elect to participate in
     the benefit.
o        Transfers  to and from your  elected  Sub-accounts  and an AST bond  portfolio  Sub-account  will not count toward the maximum
     number of free transfers allowable under the Annuity.
o        Any amounts  applied to your Account  Value by us on a maturity date will not be treated as  "investment  in the contract" for
     income tax purposes.
o        As the time remaining until the applicable maturity date gradually  decreases,  the benefit may become increasingly  sensitive
     to moves to an AST bond portfolio Sub-account.
o        We currently limit the Sub-accounts to which you may allocate Account Value if you participate in this benefit.  Moreover,  if
     you are invested in  prohibited  investment  options and seek to acquire the benefit,  we will ask you to  reallocate to permitted
     investment  options as a prerequisite to acquiring the benefit.  Should we prohibit access to any investment option, any transfers
     required to move Account Value to eligible  investment  options will not be counted in  determining  the number of free  transfers
     during an Annuity Year.
o        If you elect this  benefit,  and in  connection  with that  election you are required to  reallocate  to different  investment
     options  permitted under this benefit,  then on the Valuation Day on which we receive your request in Good Order, we will (i) sell
     units of the  non-permitted  investment  options and (ii) invest the proceeds of those sales in the permitted  investment  options
     that you have designated.  During this reallocation  process, your Account Value allocated to the Sub-accounts will remain exposed
     to investment risk, as is the case generally.  The  newly-elected  benefit will commence at the close of business on the following
     Valuation Day. The protection  afforded by the  newly-elected  benefit will not arise until the close of business on the following
     Valuation Day.

Charges under the Benefit
We deduct an annualized  charge equal to 0.60% of the average daily net assets of the  Sub-accounts  (including  any AST bond portfolio
Sub-account) for  participation in the HD GRO II benefit.  The annual charge is deducted daily. The charge is deducted to compensate us
for: (a) the risk that your  Account  Value on the  maturity  date is less than the amount  guaranteed  and (b)  administration  of the
benefit.

Closing of Highest Daily GRO ("HD GRO")
HD GRO is described in the section of the prospectus  entitled "Living Benefits".  HD GRO will no longer be available for new elections
or re-adds in those jurisdictions  where we have received  regulatory  approval to offer HD GRO II. If you currently  participate in HD
GRO, this closing does not affect you or the guarantees associated with your benefit.  However,  subsequent to the closure, you will no
longer be allowed to re-elect HD GRO if you decide to terminate it.

G. Optional 90% Cap Rule Applicable to Highest Daily GRO and GRO Plus 2008
In the section entitled  "Living Benefits - Highest Daily GRO" and "Living Benefits - GRO Plus 2008", we add the following  description
of an  optional  feature  for  owners of  Highest  Daily GRO and GRO Plus 2008 that  limits  the  amount of  Account  Value that can be
allocated to the AST bond portfolio Sub-account used with each benefit.

OPTIONAL FEATURE FOR HIGHEST DAILY GRO and GRO PLUS 2008
If you  currently  own an Annuity and have elected,  as of the date of this  Supplement,  the Highest Daily GRO benefit or the GRO Plus
2008 benefit,  you can elect this optional  feature,  at no additional  cost,  which  utilizes a new asset  transfer  formula.  The new
predetermined  mathematical  formula is  described  below and will replace the  "Transfer  Calculation"  portion of the asset  transfer
formula  currently  used in  connection  with your benefit on a prospective  basis.  This election may only be made once and may not be
revoked once elected. The new asset transfer formula is added to Appendix F in your prospectus, and is provided below.

Although we employ several AST bond portfolio  Sub-accounts  for purposes of the benefit,  the formula  described in the next paragraph
operates so that your Account Value may be allocated to only one AST bond  portfolio  Sub-account  at one time. In the  description  of
the formula in the next paragraph,  we refer to the AST bond portfolio  Sub-account in which you are invested  immediately prior to any
potential  asset transfer as the "Current AST bond portfolio  Sub-account."  The formula may dictate that a transfer out of the Current
AST bond portfolio  Sub-account be made, or alternatively may mandate a transfer into an AST bond portfolio  Sub-account.  Any transfer
into an AST bond portfolio Sub-account will be directed to the AST bond portfolio  Sub-account  associated with the "current liability"
(we refer to that  Sub-account  as the  "Transfer  AST bond  portfolio  Sub-account").  Note  that if the  Current  AST bond  portfolio
Sub-account is associated with the current liability,  then that Sub-account would be the Transfer AST bond portfolio Sub-account,  and
we would simply transfer additional assets into the Sub-account if dictated by the formula.

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

If you make additional  purchase payments to your Annuity while the transfer  restriction of the 90% cap rule is in effect, the formula
will not transfer any of such  additional  purchase  payments to the Transfer AST bond  portfolio  Sub-account  at least until there is
first a transfer out of the Transfer AST bond portfolio  Sub-account,  regardless of how much of your Account Value is in the Permitted
Sub-accounts.  This means that there could be scenarios under which,  because of the additional  purchase  payments you make, less than
90% of your entire Account Value is allocated to the Transfer AST bond portfolio  Sub-account,  and the formula will still not transfer
any of your  Account  Value to the  Transfer  AST bond  portfolio  Sub-account  (at least  until  there is first a transfer  out of the
Transfer AST bond portfolio Sub-account).

For example,
o        March 19, 2010 - a transfer is made that  results in the 90% cap rule being met and now $90,000 is  allocated  to the Transfer
     AST bond portfolio Sub-account and $10,000 is allocated to the Permitted Sub-accounts.
o        March 20, 2010 - you make an additional  purchase  payment of $10,000.  No transfers have been made from the Transfer AST bond
     portfolio Sub-account to the Permitted Sub-accounts since the cap went into effect on March 19, 2010.
o        As of March 20, 2010 (and at least until first a transfer is made out of the Transfer  AST bond  portfolio  Sub-account  under
     the  formula) - the $10,000  payment is  allocated  to the  Permitted  Sub-accounts  and now you have 82% in the Transfer AST bond
     portfolio  Sub-account and 18% in the Permitted  Sub-accounts  (such that $20,000 is allocated to the Permitted  Sub-accounts  and
     $90,000 is allocated to the Transfer AST bond portfolio Sub-account).
o        Once there is a transfer out of the  Transfer  AST bond  portfolio  Sub-account  (of any amount),  the formula will operate as
     described  above,  meaning that the formula  could  transfer  amounts to or from the Transfer AST bond  portfolio  Sub-account  if
     dictated by the formula (subject to the 90% cap rule).


If at the time you elect the 90% cap rule, more than 90% of your Account Value is allocated to an AST bond portfolio  Sub-account  used
with the benefit,  a transfer  will be made from the AST bond  portfolio  Sub-account  such that Account Value will be allocated 90% to
the AST bond portfolio  Sub-account  and 10% will be allocated to your elected  Sub-accounts.  Amounts to be  transferred  from the AST
bond portfolio  Sub-account to your elected Sub-accounts will be transferred  according to the following  "hierarchy" (i.e., if a given
item is inapplicable,  we use the next instruction that is applicable):  (a) the percentages  dictated by any existing asset allocation
program; or (b) the percentages dictated by any  auto-rebalancing  program; or (c) pro-rata according to amounts currently held in your
elected  Sub-accounts;  or (d)  according to the  currently-effective  allocation  instructions  used for the  allocation of subsequent
Purchase Payments.

It is possible  that  additional  transfers  might occur after this  initial  transfer if dictated by the  formula.  The amount of such
additional  transfer(s)  will vary.  If, on the date this feature is elected,  100% of your Account  Value is allocated to the Transfer
AST  bond  portfolio  Sub-account,  a  transfer  of an  amount  equal  to 10% of your  Account  Value  will  be made to your  Permitted
Sub-accounts.  It is possible than an additional  transfer to the Permitted  Sub-accounts could occur the following  Valuation Day, and
in some  instances  (based  upon the  formula)  this  additional  transfer  could be  large.  Thereafter,  your  Account  Value  can be
transferred between the Transfer AST bond portfolio  Sub-account and your Permitted  Sub-accounts as frequently as daily, based on what
the formula prescribes.

Once the transfer  restriction of the 90% cap rule is triggered,  future  transfers  into the Transfer AST bond  portfolio  Sub-account
will not be made  (regardless of the  performance of the Transfer AST bond portfolio  Sub-account  and the Permitted  Sub-accounts)  at
least  until there is first a transfer  out of the  Transfer  AST bond  portfolio  Sub-account.  Once this  transfer  occurs out of the
Transfer AST bond portfolio  Sub-account,  future amounts may be transferred to or from the Transfer AST bond portfolio  Sub-account if
dictated by the formula (subject to the 90% cap rule).

Important Considerations When Electing this Feature:
o        At any given time, some, most or none of your Account Value may be allocated to the Transfer AST bond portfolio Sub-account.
o        Please be aware that because of the way the 90% cap rule asset  transfer  formula  operates,  it is possible that more than or
     less than 90% of your Account Value may be allocated to the Transfer AST bond portfolio Sub-account.
o        If this  feature is elected,  any  Account  Value  transferred  to the  Permitted  Sub-accounts  is subject to the  investment
     performance  of  those  Sub-accounts.  Your  Account  Value  can go up or  down  depending  on the  performance  of the  Permitted
     Sub-accounts you select.
o        Your  election of the 90% cap rule will not result in your  losing the  guarantees  you had  accumulated  under your  existing
     Highest Daily GRO benefit or GRO Plus 2008 benefit.

The following is added to Appendix F in your prospectus:

FORMULA FOR ANNUITIES WITH 90% CAP RULE FEATURE - GRO PLUS 2008 AND HIGHEST DAILY GRO

The following are the terms and definitions referenced in the transfer calculation formula:

o        AV is the current Account Value of the Annuity
o        V is the current Account Value of the elected Sub-accounts of the Annuity
o        B is the total current value of the AST bond portfolio Sub-account
o        Cl is the lower target value. Currently, it is 79%.
o        Ct is the middle target value. Currently, it is 82%.
o        Cu is the upper target value. Currently, it is 85%.
o        T is the amount of a transfer into or out of the Transfer AST bond portfolio Sub-account.

For each guarantee provided under the benefit,
o        Gi is the guarantee amount
o        Ni is the number of days until the maturity date
o        di is the discount  rate  applicable  to the number of days until the maturity  date.  It is  determined  with  reference to a
         benchmark  index,  reduced by the  Discount  Rate  Adjustment  and subject to the discount  rate  minimum.  The discount  rate
         minimum,  beginning  on the  effective  date of the  benefit,  is three  percent,  and will  decline  monthly  over the  first
         twenty-four  months following the effective date of the benefit to one percent in the  twenty-fifth  month, and will remain at
         one percent for every month thereafter.  Once selected,  we will not change the applicable  benchmark index.  However,  if the
         benchmark  index is  discontinued,  we will  substitute  a  successor  benchmark  index,  if there is one.  Otherwise  we will
         substitute a comparable  benchmark  index.  We will obtain any required  regulatory  approvals  prior to  substitution  of the
         benchmark index.

 Transfer Calculation


The formula,  which is set on the Effective  Date of the 90% Cap Rule,  and is not changed while the benefit is in effect,  determines,
on each Valuation Day, when a transfer is required.


On the Effective Date of the 90% Cap Rule (and only on this date),  the following asset transfer  calculation is performed to determine
the amount of Account Value allocated to the AST bond portfolio Sub-account:


If (B / (V + B) > .90), then


T = B - [(V + B) * .90]


If T as described  above is greater than $0, then that amount  ("T") is  transferred  from the AST bond  portfolio  Sub-account  to the
elected  Sub-accounts  and no additional  transfer  calculations are performed on the Effective Date of the 90% Cap Rule. Any transfers
into the AST bond  portfolio  Sub-account  are suspended.  The suspension  will be lifted once a transfer out of the AST bond portfolio
Sub-account occurs.


On each  Valuation  Date  thereafter  (including  the Effective  Date of the 90% Cap Rule,  provided (B / (V + B) < = .90), the formula
begins by determining the value on that Valuation Day that, if appreciated at the applicable  discount rate,  would equal the Guarantee
Amount at the end of the Guarantee Period. We call the greatest of these values the "current liability (L)."


L = MAX(Li), where Li = Gi / (1 + di) (Ni/365)

Next the formula calculates the following formula ratio:

r = (L - B) / V

If the formula  ratio exceeds an upper target value,  then all or a portion of the Account  Value will be  transferred  to the AST bond
portfolio  Sub-account  associated  with the  current  liability,  subject  to the rule that  prevents  a  transfer  into that AST bond
portfolio  Sub-account  if 90% or more of  Account  Value is in that  Sub-account  (the or "90% cap  rule").  If, at the time we make a
transfer to the AST bond portfolio Sub-account  associated with the current liability,  there is Account Value allocated to an AST bond
portfolio  Sub-account not associated with the current liability,  we will transfer all assets from that AST bond portfolio Sub-account
to the AST bond portfolio Sub-account associated with the current liability.

The formula will transfer assets into the Transfer AST bond portfolio Sub-account if r > Cu, subject to the 90% cap rule.

The transfer amount is calculated by the following formula:


T = {Min(MAX(0, (.90 * (V + B)) - B), [L - B - V * Ct] / (1 - Ct))}

If the formula ratio is less than a lower target value and there are assets in the Transfer AST bond  portfolio  Sub-account,  then the
formula will transfer assets out of the Transfer AST bond portfolio Sub-account into the elected Sub-accounts.

The formula will transfer assets out of the Transfer AST bond portfolio Sub-account if r < Cl and B > 0.

The transfer amount is calculated by the following formula:

T = {Min(B, - [L - B - V * Ct] / (1 - Ct))}

If, following a transfer to the elected  Sub-accounts,  there are assets remaining in an AST bond portfolio  Sub-account not associated
with the  current  liability,  we will  transfer  all  assets  from  that  AST bond  portfolio  Sub-account  to the AST bond  portfolio
Sub-account associated with the current liability.

If transfers  into the AST bond  portfolio  Sub-account  are  restricted  due to the  operation  of the 90% cap rule,  then we will not
perform any intra-AST bond portfolio  Sub-account  transfers.  However, if assets transfer out of an AST bond portfolio Sub-account and
into the elected  Sub-accounts  due to the maturity of the AST bond  portfolio,  by operation of the formula,  assets may  subsequently
transfer to another AST bond portfolio Sub-account that is associated with a future guarantee, subject to the 90% cap rule.

H. FORMULA FOR HIGHEST DAILY GRO II AND GRO PLUS II

The following are the terms and definitions referenced in the transfer calculation formula:

o        AV is the current Account Value of the Annuity
o        VV is the current Account Value of the elected Sub-accounts of the Annuity
o        VF is the current Account Value of any fixed-rate Sub-accounts of the Annuity
o        B is the total current value of the AST bond portfolio Sub-account
o        Cl is the lower target value. Currently, it is 79%.
o        Ct is the middle target value. Currently, it is 82%.
o        Cu is the upper target value. Currently, it is 85%.
o        T is the amount of a transfer into or out of the AST bond portfolio Sub-account.


For each guarantee provided under the benefit,
o        Gi is the guarantee amount
o        Ni is the number of days until the maturity date
o        di is the discount  rate  applicable  to the number of days until the maturity  date.  It is  determined  with  reference to a
         benchmark  index,  reduced by the  Discount  Rate  Adjustment  and subject to the discount  rate  minimum.  The discount  rate
         minimum,  beginning  on the  effective  date of the  benefit,  is three  percent,  and will  decline  monthly  over the  first
         twenty-four  months following the effective date of the benefit to one percent in the  twenty-fifth  month, and will remain at
         one percent for every month thereafter.  Once selected,  we will not change the applicable  benchmark index.  However,  if the
         benchmark  index is  discontinued,  we will  substitute  a  successor  benchmark  index,  if there is one.  Otherwise  we will
         substitute a comparable  benchmark  index.  We will obtain any required  regulatory  approvals  prior to  substitution  of the
         benchmark index.

The formula, which is set on the effective date and is not changed while the benefit is in effect,  determines,  on each Valuation Day,
when a transfer is required.

The formula begins by determining  the value on that  Valuation Day that, if appreciated at the applicable  discount rate,  would equal
the guarantee amount at the end applicable guarantee period. We call the greatest of these values the "current liability (L)."

L = MAX(Li), where Li = Gi / (1 + di) (Ni/365)

Next the formula calculates the following formula ratio:

r = (L - B) / (VV + VF)

If the formula  ratio exceeds an upper target value,  then all or a portion of the Account  Value will be  transferred  to the AST bond
portfolio  Sub-account  associated with the current liability subject to the rule that prevents a transfer into that AST bond portfolio
Sub-account if 90% or more of Account Value is in that  Sub-account  (the "90% cap"). If at the time we make a transfer to the AST bond
portfolio  Sub-account  associated with the current liability there is Account Value allocated to an AST bond portfolio Sub-account not
associated with the current liability,  we will transfer all assets from that AST bond portfolio  Sub-account to the AST bond portfolio
Sub-account associated with the current liability.

The formula will transfer assets into the AST bond portfolio Sub-account if r > Cu, subject to the 90% cap.

The transfer amount is calculated by the following formula:

T = {Min(MAX(0, (.90 * (VV + VF + B)) - B), [L - B - (VV + VF) * Ct] / (1 - Ct))}

If the formula  ratio is less than a lower target value and there are assets in the AST bond  portfolio  Sub-account,  then the formula
will transfer assets out of the AST bond portfolio Sub-account into the elected Sub-accounts.

The formula will transfer assets out of the AST bond portfolio Sub-account if r < Cl and B > 0.

The transfer amount is calculated by the following formula:

T = {Min(B, - [L - B - (VV + VF) * Ct] / (1 - Ct))}

If following a transfer to the elected  Sub-accounts,  there are assets  remaining in a AST bond portfolio  Sub-account  not associated
with the  current  liability,  we will  transfer  all  assets  from  that  AST bond  portfolio  Sub-account  to the AST bond  portfolio
Sub-account associated with the current liability.

If transfers into the AST bond portfolio  Sub-account  are restricted due to the operation of the 90% cap, then we will not perform any
intra-AST bond portfolio  Sub-account  transfers.  However,  if assets  transfer out of an AST bond portfolio  Sub-account and into the
elected Sub-accounts due to the maturity of the AST bond portfolio,  by operation of the formula,  assets may subsequently  transfer to
another AST bond portfolio Sub-account that is associated with a future guarantee, subject to the 90% cap.

I. AMENDED DISCLOSURE PERTAINING TO HIGHEST DAILY GRO

We revise the  following  line item (and  footnote  3) in the section of your  prospectus  entitled  "Your  Optional  Benefit  Fees and
Charges" to read as appears  below.  This change  reflects the fact that the current charge and maximum charge for this benefit are the
same, and thus clarifies the comparable portion of the May 1, 2009 prospectus.


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

                                                   YOUR OPTIONAL FEES AND CHARGES(1)
- ----------------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------- -------------------------------------------- --------------------------------------------
              OPTIONAL BENEFIT                            OPTIONAL BENEFIT FEE/                        TOTAL ANNUAL CHARGE2
                                                                 CHARGE                                         for
                                                     (as a percentage of Sub-account                       OPTIMUM XTRA
                                                               net assets,
                                                       unless otherwise indicated)
- ---------------------------------------------- -------------------------------------------- --------------------------------------------
- ---------------------------------------------- -------------------------------------------- --------------------------------------------

HIGHEST DAILY GRO

Current and Maximum Charge(3)                                     0.60%                                        2.35%
- ---------------------------------------------- -------------------------------------------- --------------------------------------------


HOW CHARGE IS DETERMINED

1) Highest  Daily GRO:  Charge for this benefit is assessed  against the average daily net assets of the  Sub-accounts.  If you elected
the benefit prior to May 1, 2009, the charge is 0.35% of  Sub-account  assets,  for a total of 2.10% annual charge.  If you elected the
benefit on or after May 1, 2009, the charge is 0.60%, for a total 2.35% annual charge.
2) The Total Annual Charge includes the Insurance Charge assessed  against the average daily net assets allocated to the  Sub-accounts.
If you elect more than one optional benefit, the Total Annual Charge would be higher to include the charge for each optional benefit.
3) Because there is no higher charge to which we could increase the current  charge,  the current charge and maximum charge are one and
the same.  Thus,  so long as you  retain  the  benefit,  we cannot  increase  your  charge  for the  benefit.  However,  subject to any
regulatory  approval,  we do reserve  the right to  increase  the charge for  newly-issued  Annuities  that elect the  benefit  and for
existing Annuities that elect or re-add the benefit post-issue.

J. AMENDED DISCLOSURE PERTAINING TO APPENDIX C - ADDITIONAL INFORMATION ON ASSET ALLOCATION PROGRAMS

We restate the first paragraph of Appendix C - Additional  Information on Asset  Allocation  Programs in order to include Highest Daily
GRO II and GRO Plus II in the list of optional benefits that require participation in LPL's asset allocation programs:
You can elect an asset  allocation  program  provided by LPL Financial  Corporation  ("LPL"),  the firm selling the Annuity.  Under the
program,  the  Sub-accounts  for each asset  class in each model  portfolio  are  designated  based on LPL's  evaluation  of  available
Sub-accounts.  If you elect the Highest Daily  Lifetime Five Benefit,  the Lifetime Five Benefit,  Spousal  Lifetime Five Benefit,  the
Highest Daily  Lifetime  Seven Benefit,  the Spousal  Highest Daily  Lifetime  Seven  Benefit,  Highest Daily Lifetime 7 Plus benefits,
Highest Daily  Lifetime 6 Plus benefits,  Highest Daily GRO II, GRO Plus II, or the Highest Daily Value Death Benefit,  you must enroll
in one of the eligible model  portfolios.  Asset allocation is a sophisticated  method of  diversification  that allocates assets among
asset classes in order to manage  investment risk and potentially  enhance returns over the long term.  However,  asset allocation does
not guarantee a profit or protect against a loss.

K.  OTHER INFORMATION:

a.       Contingent on  shareholder  approval,  effective on or about  November 13, 2009,  the AST Focus Four Plus Portfolio will merge
   into the AST First Trust Capital Appreciation Target Portfolio.  Thereafter,  the AST Focus Four Plus Portfolio will cease to exist,
   and any Account Value that had been invested in the AST Focus Four Plus Portfolio  Sub-account  immediately prior to the merger will
   be transferred into the AST First Trust Capital Appreciation Target Portfolio Sub-account.

b.       The following  underlying  portfolios are added as Sub-accounts to your Annuity effective January 4, 2010, however please note
   that you may not make Purchase Payments to, or transfer Account Value to or from, these  Sub-accounts,  and that these  Sub-accounts
   are  available  only with certain  living  benefits.  In the section  entitled  "Summary of Contract  Fees and  Charges," we add the
   following to the table of Underlying Mutual Fund Portfolio Annual Expenses:
                       UNDERLYING PORTFOLIO                          Management Fee      Other      (12b-1)     Acquired    Total Annual
                                                                                                                Portfolio
                                                                                                                 Fees &       Portfolio
                                                                                       Expenses       Fee       Expenses      Expenses
- ------------------------------------------------------------------- ----------------- ------------ ----------- ------------ --------------
AST Bond Portfolio 2017                                                  0.65%*         0.31%**      0.00%        0.00%       0.96%***
AST Bond Portfolio 2021                                                  0.65%*         0.31%**      0.00%        0.00%       0.96%***
* The  contractual  investment  management  fee rate is subject to certain  breakpoints.  In the event the combined  average  daily net
assets of the AST Bond Portfolio  2017, the AST Bond Portfolio  2021, the AST Bond Portfolio 2015, the AST Bond Portfolio 2016, the AST
Bond Portfolio  2018, the AST Bond Portfolio 2019, the AST Bond Portfolio  2020, and the AST Investment  Grade Bond Portfolio  (each, a
Bond Portfolio and  collectively,  the Bond  Portfolios) do not exceed $500 million,  each Portfolio's  investment  management fee rate
will equal 0.65% of its average  daily net assets.  In the event the combined  average daily net assets of the Bond  Portfolios  exceed
$500 million,  the portion of a Portfolio's  assets to which the  investment  management fee rate of 0.65% applies and the portion of a
Portfolio's  assets to which the  investment  management  fee rate of 0.64% applies will be  determined  on a pro rata basis.  Such fee
would be computed as follows.

                          [0.65% x ($500 million x Individual Portfolio Assets / Combined Portfolio Assets)] +

             [0.64% x (Combined Portfolio Assets - $500 million) x Individual Portfolio Assets / Combined Portfolio Assets]

**  Estimates  based on an assumed  average  daily net asset  level of $50  million  for each  Portfolio  during the fiscal year ending
December 31, 2010.  As used in  connection  with each  Portfolio,  "other  expenses"  includes  expenses for  accounting  and valuation
services,  custodian  fees,  audit and legal fees,  transfer  agency fees,  fees paid to  non-interested  Trustees,  and certain  other
miscellaneous  items. Each Portfolio also will pay  participating  insurance  companies an administrative  services fee of 0.10% of its
average daily net assets on an annualized basis, subject to certain voluntary  asset-based  breakpoints.  Such administrative  services
fee will compensate  participating  insurance companies for providing certain services to beneficial shareholders in lieu of the Trust,
including the printing and mailing of fund prospectuses and shareholder reports.

***  Estimates  based on an assumed  average  daily net asset  level of $50 million  for each  Portfolio  during the fiscal year ending
December 31, 2010. The Investment  Managers have  contractually  agreed to waive a portion of their  investment  management fees and/or
reimburse  certain expenses for each Portfolio so that each Portfolio's  investment  management fees plus other expenses  (exclusive in
all cases of taxes, interest,  brokerage commissions,  distribution fees, acquired fund fees and expenses, and extraordinary  expenses)
do not exceed 1.00% of each Portfolio's average daily net assets for the fiscal year ending December 31, 2010.








c.  In the section entitled "Investment Options", we add the following to the table of "Investment Objectives/Policies"

    ---------------------------------------------------------------------------------------------------------------------------------
         STYLE/TYPE                                                                                             PORTFOLIO ADVISOR/
                                                    INVESTMENT OBJECTIVES/POLICIES                                 SUB-ADVISOR
    ---------------------------------------------------------------------------------------------------------------------------------
    ---------------------------------------------------------------------------------------------------------------------------------
                                                        ADVANCED SERIES TRUST
    ---------------------------------------------------------------------------------------------------------------------------------
    ---------------------------------------------------------------------------------------------------------------------------------
                         AST Bond Portfolio 2017:  seeks the highest  potential total return  consistent with
                         its specified level of risk tolerance to meet the parameters  established to support
                         the GRO benefits and maintain  liquidity to support changes in market conditions for Prudential Investment
        Fixed Income     a fixed  maturity of 2017.  Please note that you may not make Purchase  Payments to,    Management, Inc.
                         or transfer  Account Value to or from,  this  portfolio,  and that this portfolio is
                         available only with certain living benefits.
    ---------------------------------------------------------------------------------------------------------------------------------
    ---------------------------------------------------------------------------------------------------------------------------------
                         AST Bond Portfolio 2021:  seeks the highest  potential total return  consistent with
                         its specified level of risk tolerance to meet the parameters  established to support
                         the GRO benefits and maintain  liquidity to support changes in market conditions for Prudential Investment
        Fixed Income     a fixed  maturity of 2021.  Please note that you may not make Purchase  Payments to,    Management, Inc.
                         or transfer  Account Value to or from,  this  portfolio,  and that this portfolio is
                         available only with certain living benefits.
    ---------------------------------------------------------------------------------------------------------------------------------