CERTIFICATE OF AMENDMENT

STOCK CORPORATION

Office of the Secretary of the State

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



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



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



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