Prudential Premier Retirement Variable Annuities

During 2011, with regard to amounts that were paid under these kinds of arrangements described immediately above, the amounts
ranged from approximately $125 to approximately $789,756. These amounts may have been paid to one or more Prudentialaffiliated
insurers issuing individual variable annuities.
LEGAL STRUCTURE OF THE UNDERLYING FUNDS
Each underlying mutual fund is registered as an open-end management investment company under the Investment Company Act of
1940. Shares of the underlying mutual fund Portfolios are sold to Separate Accounts of life insurance companies offering variable
annuity and variable life insurance products. The shares may also be sold directly to qualified pension and retirement plans.
Voting Rights
We are the legal owner of the shares of the underlying mutual funds in which the Sub-accounts invest. However, under current
SEC rules, you have voting rights in relation to Account Value maintained in the Sub-accounts. If an underlying mutual fund
portfolio requests a vote of shareholders, we will vote our shares based on instructions received from Owners with Account Value
allocated to that Sub-account. Owners have the right to vote an amount equal to the number of shares attributable to their contracts.
If we do not receive voting instructions in relation to certain shares, we will vote those shares in the same manner and proportion as
the shares for which we have received instructions. This voting procedure is sometimes referred to as “mirror voting” because, as
indicated in the immediately preceding sentence, we mirror the votes that are actually cast, rather than decide on our own how to
vote. We will also “mirror vote” shares that are owned directly by us or an affiliate (excluding shares held in the separate account
of an affiliated insurer). In addition, because all the shares of a given mutual fund held within our Separate Account are legally
owned by us, we intend to vote all of such shares when that underlying fund seeks a vote of its shareholders. As such, all such
shares will be counted towards whether there is a quorum at the underlying fund's shareholder meeting and towards the ultimate
outcome of the vote. Thus, under “mirror voting”, it is possible that the votes of a small percentage of contract holders who actually
vote will determine the ultimate outcome. We will furnish those Owners who have Account Value allocated to a Sub-account
whose underlying mutual fund portfolio has requested a “proxy” vote with proxy materials and the necessary forms to provide us
with their voting instructions. Generally, you will be asked to provide instructions for us to vote on matters such as changes in a
fundamental investment strategy, adoption of a new investment advisory agreement, or matters relating to the structure of the
underlying mutual fund that require a vote of shareholders. We reserve the right to change the voting procedures described above if
applicable SEC rules change.
Advanced Series Trust (the “Trust”) has obtained an exemption from the Securities and Exchange Commission that permits its
co-investment advisers, AST Investment Services, Inc. and Prudential Investments LLC, subject to approval by the Board of
Trustees of the Trust, to change sub-advisors for a Portfolio and to enter into new sub-advisory agreements, without obtaining
shareholder approval of the changes. This exemption (which is similar to exemptions granted to other investment companies that
are organized in a similar manner as the Trust) is intended to facilitate the efficient supervision and management of the
sub-advisors by AST Investment Services, Inc., Prudential Investments LLC and the Trustees. The exemption does not apply to the
AST Franklin Templeton Founding Funds Allocation Portfolio; shareholder approval of new subadvisory agreements for this
Portfolio only is required. The Trust is required, under the terms of the exemption, to provide certain information to shareholders
following these types of changes. We may add new Sub-accounts that invest in a series of underlying funds other than the Trust.
Such series of funds may have a similar order from the SEC. You also should review the prospectuses for the other underlying
funds in which various Sub-accounts invest as to whether they have obtained similar orders from the SEC.
Material Conflicts
It is possible that differences may occur between companies that offer shares of an underlying mutual fund portfolio to their
respective Separate Accounts issuing variable annuities and/or variable life insurance products. Differences may also occur
surrounding the offering of an underlying mutual fund portfolio to variable life insurance policies and variable annuity contracts
that we offer. Under certain circumstances, these differences could be considered “material conflicts”, in which case we would take
necessary action to protect persons with voting rights under our variable annuity contracts and variable life insurance policies
against persons with voting rights under other insurance companies' variable insurance products. If a “material conflict” were to
arise between Owners of variable annuity contracts and variable life insurance policies issued by us we would take necessary
action to treat such persons equitably in resolving the conflict. “Material conflicts” could arise due to differences in voting
instructions between Owners of variable life insurance and variable annuity contracts of the same or different companies. We
monitor any potential conflicts that may exist.
Confirmations, Statements, and Reports
We send any statements and reports required by applicable law or regulation to you at your last known address of record. You
should therefore give us prompt notice of any address change. We reserve the right, to the extent permitted by law and subject to
your prior consent, to provide any prospectus, prospectus supplements, confirmations, statements and reports required by
applicable law or regulation to you through our Internet Website at www.prudentialannuities.com or any other electronic means,
including diskettes or CD ROMs. We generally send a confirmation statement to you each time a financial transaction is made
affecting Account Value, such as making additional Purchase Payments, transfers, exchanges or withdrawals. We also send
quarterly statements detailing the activity affecting your Annuity during the calendar quarter, if there have been transactions during
the quarter. We may confirm regularly scheduled transactions, including, but not limited to the Annual Maintenance Fee,
systematic withdrawals (including 72(t)/72(q) payments and Required Minimum Distributions), electronic funds transfer, Dollar
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