Form 485BPOS PRUDENTIAL ANNUITIES

Article

April 20, 2022 5:04 PM EDT

E-mail

Filed with the Securities and Exchange Commission on April 20, 2022

REGISTRATION NO. 333-236099

INVESTMENT COMPANY ACT NO. 811-5438

===============================================================================================

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

FORM N-4

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

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

POST-EFFECTIVE AMENDMENT NO. 2

and

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 223

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

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B

(Exact Name of Registrant)

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

(Name of Depositor)

ONE CORPORATE DRIVE

SHELTON, CONNECTICUT 06484

(615) 981-8801

(Address and telephone number of Depositor's principal executive offices)

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

J. MICHAEL LOW, ESQ

C/O KUTAK ROCK LLP

8601 NORTH SCOTTSDALE ROAD, SUITE 300

SCOTTSDALE, ARIZONA 85253-2738

(480) 429-4874

(Name, address and telephone number of agent for service)

COPIES TO:

JEFFREY BURMAN

SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

C/O FORTITUDE GROUP SERVICES, INC.

10 EXCHANGE PLACE, 22ND FLOOR

JERSEY CITY, NEW JERSEY 07302

(615) 981-8801

Approximate Date of Proposed Sale to the Public: Continuous

It is proposed that this filing become effective: (check appropriate space)

[ ] immediately upon filing pursuant to paragraph (b) of Rule 485

[X] on May 1, 2022 pursuant to paragraph (b) of Rule 485

[ ] 60 days after filing pursuant to paragraph (a)(i) of Rule 485

[ ] on ______ pursuant to paragraph (a)(i) of Rule 485

If appropriate, check the following box:

[ ] This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

Prudential Annuities Life Assurance Corporation Variable Account B

A Fortitude Re Company

One Corporate Drive, Shelton, Connecticut 06484

FLEXGUARD

(This product was formerly known as Prudential FlexGuard®)

Flexible Premium Deferred Index-Linked and Variable Annuity (“B SERIES”)

This prospectus describes the B Series of a flexible premium deferred index-linked and variable annuity (“Annuity”) offered by Prudential Annuities Life Assurance Corporation (“we,” “our,” “us” or “the Company”), which is in the process of changing its name to Fortitude Life Insurance & Annuity Company. The Annuity provides for the potential accumulation of retirement savings through investment in certain Index Strategies and Variable Investment Subaccounts and retirement income through Annuitization. The Annuity is intended for retirement or other long-term investment purposes. This prospectus describes the Variable Investment Subaccounts available with FlexGuard B Series. The Index Strategy crediting options available with this Annuity are described in a separate prospectus, FlexGuard, Flexible Premium Deferred Index-Linked and Variable Annuity (B Series), File Number 333-252556 (the “Index Strategies Prospectus”) which can be found on our website www.prudential.com/s3-FlexGuard-indexed-va-Bshare.

Clients seeking information regarding their particular investment needs should contact a Financial Professional. The Annuity is offered as an individual annuity contract and has features and benefits that may be appropriate for you based on your financial situation, your age and how you intend to use the Annuity. The Annuity or certain of its Index Strategies, Variable Investment Subaccounts and/or features may not be available in all states. For more information, see Appendix C, “Special Contract Provisions for Annuities Issued in Certain States.”

If you are a new investor in the Contract, you may cancel your Contract within 10 days of receiving it without paying fees or penalties. In some states, this cancellation period may be longer. Upon cancellation, you will receive either a full refund of the amount you paid with your application or your total Contract value. You should review this prospectus, or consult with your investment professional, for additional information about the specific cancellation terms that apply

Financial Professionals may be compensated for the sale of the B Series. Selling broker-dealer firms may not make available or may not recommend the B Series of the Annuity and/or benefits described in this prospectus. Please speak to your Financial Professional for further details.

A selling broker-dealer firm may elect to make available only certain strategies, features or benefits to its clients. For example, a firm may choose to not make one of the index strategies, such as the Step Rate Plus or Tiered Participation Rate, available. In addition, a firm may choose to not make available certain buffer levels, indices and index strategy terms that are described in the prospectus. Only those strategies, features and benefits available through your firm will be part of your contract and will be described in your firm’s marketing materials. You should ask your Financial Professional for details about the strategies and features available through their firm. The prospectus describes all the strategies, features and benefits that we make available under the contract. For additional information on all of the strategies, features or benefits available with FlexGuard please visit the following webpage: www.prudential.com/personal/annuities/products/flexguard-indexed-variable-annuity.

The guarantees provided by the Annuity contracts and payments we make under the Annuity contracts are the obligations of, and subject to our creditworthiness and claims paying ability. Certain terms are capitalized in this prospectus. Those terms are defined either in the Special Terms section or in the context of the particular section.

Flexible premium deferred index-linked and variable annuity contracts are complex insurance and investment vehicles. There is a risk of substantial loss of your principal. The risk of loss may be greater in the case of an early withdrawal due to any charges and adjustments applied to such withdrawals. These charges and adjustments may result in loss even when the value of an Index has increased. Refer to the Risk Factors section of this prospectus for more information. Investors should speak with a Financial Professional about the Annuity’s features, benefits, risks and fees, and whether the Annuity is appropriate for the investor based upon his or her financial situation and objectives.

PLEASE READ THIS PROSPECTUS

This prospectus sets forth information about the Annuity that you should know before investing. Please read this prospectus and keep it for future reference. If you are purchasing the Annuity as a replacement for an existing variable annuity, variable life insurance policy, fixed annuity or fixed life insurance policy, you should consider any surrender or penalty charges you may incur and any benefits you may also be forfeiting when replacing your existing coverage and that the Annuity may be subject to a Contingent Deferred Sales Charge if you elect to surrender the Annuity or take a partial withdrawal. You should consider your need to access the Annuity’s Account Value and whether the Annuity’s liquidity features will satisfy that need. Please note that if you purchase the Annuity within a tax advantaged retirement plan, such as an IRA, SEP-IRA or Roth IRA, you will get no additional tax advantage through the Annuity itself. Because there is no additional tax advantage when an Annuity is purchased through one of these plans, the reasons for purchasing the Annuity inside a qualified plan are limited to the ability to allocate to the various Index Strategies and Variable Investment Subaccounts, and the opportunity to annuitize the contract, which might make the Annuity an appropriate investment for you. You should consult your tax and Financial Professional regarding such features and benefits prior to purchasing the Annuity for use with a tax-qualified plan.

For currently available Index Strategies, please refer to www.prudential.com/s3-FlexGuard-indexed-va-Bshare.

RILABPROS

OTHER CONTRACTS

We offer a variety of annuity contracts. They may offer features, including investment options, and have fees and charges, that are different from the Annuity offered by this prospectus. Not every annuity contract we issue is offered through every selling broker-dealer firm. Upon request, your Financial Professional can show you information regarding our other annuity contracts that he or she sells. You can also contact us to find out more about the availability of any of our annuity contracts. You should work with your Financial Professional to decide whether the Annuity contract is appropriate for you based on a thorough analysis of your particular needs, financial objectives, investment goals, time horizons and risk tolerance.

AVAILABLE INFORMATION

We have also filed a Statement of Additional Information dated the same date as this prospectus that is available from us, without charge, upon your request. The contents of the Statement of Additional Information are described at the end of this prospectus – see Table of Contents. The Statement of Additional Information is incorporated by reference into this prospectus. This prospectus is part of the registration statement we filed with the SEC regarding this offering. Additional information on us and this offering is available in the registration statement and the exhibits thereto. You may review and obtain copies of these materials at no cost to you by contacting us. These documents, as well as documents incorporated by reference, which means it is legally part of this prospectus may also be obtained through the SEC’s website ( www.sec.gov ) for this registration statement as well as for other registrants that file electronically with the SEC. Please see “How to Contact Us” later in this prospectus for our Annuities Service Center address.

In compliance with U.S. law, we deliver this prospectus to current Owners that reside outside of the United States. However, we may not market or offer benefits, features or enhancements to prospective or current Owners while outside of the United States.

The Annuity is NOT a deposit or obligation of, or issued, guaranteed or endorsed by, any bank, and is NOT insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation (FDIC), the Federal Reserve Board or any other agency. An investment in an annuity involves investment risks, including possible loss of value, even with respect to amounts allocated to the PSF PGIM Government Money Market Subaccount.

______________________________________________________________________________________________________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

______________________________________________________________________________________________________________________

Additional information about certain investment products, including variable annuities, has been prepared by the Securities and Exchange Commission’s staff and is available at www.investor.gov.

FOR FURTHER INFORMATION CALL: 1-800-879-7012 OR GO TO
WWW.PRUDENTIAL.COM


Prospectus dated: May 1, 2022						Statement of Additional Information dated: May 1, 2022

TABLE OF CONTENTS


SPECIAL TERMS			1
KEY INFORMATION			4
OVERVIEW OF THE ANNUITY			6
FEE TABLE			7
RISK FACTORS			9
INDEX STRATEGIES			11
VARIABLE INVESTMENT SUBACCOUNTS			12
BENEFITS AVAILABLE UNDER THE ANNUITY			13
DEATH BENEFITS			14
Triggers for Payment of the Death Benefit			14
Return of Purchase Payments Death Benefit			14
Exceptions to the Return of Purchase Payment Amount			15
Spousal Continuation of Annuity			15
Payment of Death Benefits			15
FEES, CHARGES AND DEDUCTIONS			17
Contingent Deferred Sales Charge			17
Tax Charge			18
Insurance Charge			19
Fees and Expenses Incurred by the Portfolios			19
Annuity Payment Option Charges			19
Exceptions/Reductions to Fees and Charges			19
VALUING YOUR INVESTMENT AND INTERIM VALUE OF INDEX STRATEGIES			20
Processing and Valuing Transactions			20
Valuing the Subaccounts			20
Interim Value of Index Strategies			20
PURCHASING YOUR ANNUITY			21
Designation of Owner, Annuitant, and Beneficiary			21
Age Restrictions			21
Requirements for Purchasing the Annuity			21
Allocation of Purchase Payments			22
Holding Account			23
Rate Hold			23
Additional Purchase Payments			23
Right to Cancel			23
Speculative Investing			25
MANAGING YOUR ANNUITY			26
Change of Owner, Annuitant and Beneficiary Designations			26
Spousal Designations			26
Contingent Annuitant			27
Joint Annuitant			27
MANAGING YOUR ACCOUNT VALUE			28
Reallocations/Transfer Guidelines			28
Restrictions on Transfers Between Variable Investment Subaccounts			28
Financial Professional Permission to Forward Transaction Instructions			29
ACCESS TO ACCOUNT VALUE			31
Types of Distributions Available to You			31
Partial Withdrawals and Interim Value of Index Strategies			31
Tax Implications for Distributions from Non-Qualified Annuity			31


Charge Free Withdrawal Amounts			32
Systematic Withdrawals from My Annuity During the Savings Stage			32
Systematic Withdrawals under Sections 72(t)/72(q) of the Internal Revenue Code			33
Required Minimum Distributions			33
SURRENDERS			35
Surrender Value			35
Medically-Related Surrenders			35
ANNUITY OPTIONS			36
TAX CONSIDERATIONS			38
Non-Qualified Annuity			38
Qualified Annuity			41
Additional Considerations			47
ADDITIONAL INFORMATION			48
How Will I Receive Statements and Reports?			48
Who is Prudential Annuities Life Assurance Corporation?			48
What are the Separate Accounts?			48
What is the Legal Structure of the Portfolio?			49
Who Distributes The Annuities?			51
Financial Statements			54
Legal Proceedings			54
How to Contact Us			54

APPENDIX A - PORTFOLIOS AVAILABLE UNDER THE ANNUITY			A-1
APPENDIX B - NET INVESTMENT FACTOR			B-1
APPENDIX C - SPECIAL CONTRACT PROVISIONS FOR ANNUITIES ISSUED IN CERTAIN STATES			C-1

SPECIAL TERMS

We set forth here definitions of some of the key terms used throughout this prospectus. In addition to the definitions here, we also define certain terms in the section of the prospectus that uses such terms.

Account Value: The Interim Value for each Index Strategy plus the total value of any allocations in the Variable Investment Subaccounts on any Valuation Day other than the Index Strategy Start Date and Index Strategy End Date. The Interim Value does not apply to an Index Strategy on the Index Strategy Start Date and the Index Strategy End Date. On an Index Strategy Start Date, the Index Strategy Base applicable to that Index Strategy would be used instead of the Interim Value. On an Index Strategy End Date, the Index Strategy Base plus the Index Credit applicable to that Index Strategy would be used instead of the Interim Value.

Allocation Option: A Variable Investment Subaccount, Index Strategy or other option we make available as of any given time to which Account Value may be allocated.

Annuitant/Joint Annuitant: The natural person upon whose life annuity payments made to the Owner are based.

Annuities Service Center: The place to which all requests and payments regarding the Annuity are to be sent. We may change the address of the Annuities Service Center at any time and will notify you in advance of any such change of address. Please see “How to Contact Us” later in this prospectus for the Annuities Service Center address.

Annuitization: The process by which you direct us to apply the Account Value to one of the available annuity options to begin making periodic payments to the Owner.

Annuity Date: The date on which we apply your Account Value to the applicable annuity option and begin the Payout Stage. As discussed in the “Annuity Options” section, there is a date by which you must begin receiving annuity payments, which we call the “Maximum Annuity Date.”

Annuity Year: The twelve-month period beginning on the Issue Date and continuing through and including the day immediately preceding the first anniversary of the Issue Date. Subsequent Annuity Years begin on the anniversary of the Issue Date and continue through and include the day immediately preceding the next anniversary of the Issue Date.

Beneficiary(ies): The natural person(s) or entity(ies) designated as the recipient(s) of the Death Benefit or to whom any remaining period certain payments may be paid in accordance with the “Annuity Payout Options” section of the Annuity.

Beneficiary Annuity: An Annuity purchased by a Beneficiary with the Beneficiary’s share of an account owned by a decedent to continue receiving the distributions that are required by the tax laws.

Buffer: The amount of protected negative Index Return applied to the Account Value allocated to an Index Strategy at the end of an Index Strategy Term. Any negative Index Return in excess of the Buffer reduces the Account Value.

Cap Rate: The maximum rate that may be credited to the Point-to-Point with Cap Index Strategy for any given Index Strategy Term. A different Cap Rate may be declared for different Indices, Buffers, and different Index Strategy Terms.

Code: The Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated thereunder.

Contingent Annuitant: The natural person named to become the Annuitant upon the death of Annuitant prior to the Annuity Date.

Contingent Deferred Sales Charge (“CDSC”): This is a sales charge that may be deducted when you make a surrender or take a partial withdrawal from your Annuity. We refer to this as a “contingent” charge because it is imposed only if you surrender or take a withdrawal from your Annuity. The charge is a percentage of each applicable Purchase Payment that is being surrendered or withdrawn.

Due Proof of Death: Due Proof of Death is satisfied when we receive all of the following in Good Order: (a) a death certificate or similar documentation acceptable to us; (b) all representations we require or which are mandated by applicable law or regulation in relation to the death claim and the payment of death proceeds (representations may include, but are not limited to, trust or estate paperwork (if needed); consent forms (if applicable); and claims forms from at least one Beneficiary); and (c) any applicable election of the method of payment of the death benefit, if not previously elected by the Owner, by at least one Beneficiary.

Free Look: The right to examine your Annuity, during a limited period of time, to decide if you want to keep it or cancel it. The length of this time period, and the amount of refund, depends on applicable law and thus may vary by state. In addition, there is a different Free Look period that applies if your Annuity was sold to you as a replacement of a life insurance policy or another annuity contract. In your Annuity contract, your Free Look right is referred to as your “Right to Cancel.”

Good Order: Good Order is the standard that we apply when we determine whether an instruction is satisfactory. An instruction will be considered in Good Order if it is received at our Service Office: (a) in a manner that is satisfactory to us such that it is sufficiently complete and clear that we do not need to exercise any discretion to follow such instruction and complies with all relevant laws and regulations; (b) on specific forms, or by other means we then permit (such as via telephone or electronic submission); and/or (c) with any signatures and dates as we may require. We will notify you if an instruction is not in Good Order.

Holding Account: A Variable Investment Subaccount we make available and designate as such. The Holding Account is used for the first 30 days of the contract to hold any Purchase Payments that are to be allocated to an Index Strategy should you elect to delay the initial Index Strategy Start

Date. The Holding Account will also be used for additional Purchase Payments received between Index Anniversaries so long as you provided no other instructions for the Purchase Payment in any other available Variable Investment Subaccount.

Index (Indices): The underlying Index or exchange traded fund associated with an Index Strategy and used to determine the Index Return in determining the Index Credit. You do not directly participate in an Index.

Index Anniversary Date: The same day, each calendar year, as the day of the initial allocation to an Index Strategy (Index Effective Date). You may allocate available Account Value to a new Index Strategy(ies) or to the Variable Subaccounts or other options we make available on this date. You may allocate available Account Value to the same Index Strategy(ies) on this date once the Index Strategy(ies) has reached the Index Strategy End Date.

Index Credit: The amount you receive on an Index Strategy End Date based on the Index Return and the Index Strategy. The Index Credit can be negative, meaning you can lose principal and prior earnings.

Index Effective Date: The first day of the first Index Strategy allocation.

Index Return: The percentage change in the Index Value from the Index Strategy Start Date to the Index Strategy End Date, which is used to determine the Index Credit for an Index Strategy. An Index Return is calculated by taking the Index Value on the Index Strategy End Date, minus the Index Value on the Index Strategy Start Date, and then dividing the result by the Index Value on the Index Strategy Start Date.

Index Strategy(ies): Any index linked Allocation Option we make available in the Annuity for crediting interest based on the underlying Index associated with the Index Strategy, Buffer, and Index Strategy Term. We may offer other Index Strategies from time to time, subject to our rules.

Index Strategy Base: The amount of Account Value allocated to an Index Strategy on an Index Strategy Start Date. The Index Strategy Base is used in the calculation of any Index Credit and in the calculation of the Interim Value. The Index Strategy Base is reduced for any transfers or withdrawals that occur between an Index Strategy Start Date and Index Strategy End Date in the same proportion that the total withdrawal or transfer amount reduced the Interim Value.

Index Strategy End Date: The last day of an Index Strategy Term. This is the day any applicable Index Credit would be credited to the Index Strategy.

Index Strategy Start Date: The first day of an Index Strategy Term.

Index Strategy Term: The time period allocated to each Index Strategy. The term begins on the Index Strategy Start Date and ends on the Index Strategy End Date.

Index Value: The value of the Index that is published by the Index provider at the close of each day that the Index is calculated. If an Index Value is not published for a particular Valuation Day, the closing Index Value of the next published Valuation Day will be used.

Interim Value: The value of an Index Strategy on any Valuation Day during an Index Strategy Term other than the Index Strategy Start Date and Index Strategy End Date. It is a calculated value (as described in the Interim Value section) and is used when a withdrawal, death benefit payment, transfer, Annuitization, or surrender occurs between an Index Strategy Start Date and Index Strategy End Date. During an Index Strategy Term, the Interim Value is included in the Account Value and Surrender Value.

Issue Date: The effective date of your Annuity.

Key Life: Under the Beneficiary Annuity, the person whose life expectancy is used to determine the required distributions.

Maximum Annuity Date: The Maximum Annuity Date is equal to the first day of the calendar month following the oldest of the Owner(s)’ and Annuitant(s)’ 95th birthday. You may not reallocate to an Index Strategy where the Index Strategy End Date is after your Maximum Annuity Date.

Owner: The Owner is either an eligible entity or natural person named as having ownership rights in relation to the Annuity.

Payout Stage: The period starting on the Annuity Date and during which annuity payments are made.

Participation Rate: The percentage of any Index increase that will be used in calculating the Index Credit at the end of an Index Strategy Term for applicable Index Strategies. A different Participation Rate may be declared for different Index Strategies, Indices and Buffers.

Portfolio: An underlying mutual fund, or series thereof, in which a Subaccount of the Separate Account invests. A Portfolio also may be referred to in the prospectus as an Underlying Portfolio.

Purchase Payment: A cash consideration in currency of the United States of America given to us in exchange for the rights, privileges, and benefits of the Annuity. We will deduct any fees, charges or Tax Charges prior to allocation to the Allocation Options you select or the Holding Account for Purchase Payments received between Index Anniversary Dates.

Savings Stage: The period of time from the Issue Date through the last Valuation Day immediately preceding the Annuity Date.

Separate Accounts: Refers to Prudential Annuities Life Assurance Corporation Separate Account B and the Index Strategies Separate Account, which hold assets associated with the Annuity issued by us. Prudential Annuities Life Assurance Corporation Separate Account B assets held in support of the Variable Investment Subaccounts are kept separate from all of our other assets and may not be charged with liabilities arising out of any other business we may conduct, while the assets in the Index Strategies Separate Account are not insulated from our creditors.

Step Rate: The Step Rate is the declared rate that may be credited to amounts allocated to the applicable Index Strategies for any given Index Strategy Term if the Index Return is between zero and the declared Step Rate. A different Step Rate may be declared for different Indices and Buffers.

Surrender Value: The Account Value less any applicable Contingent Deferred Sales Charge, any applicable Tax Charges, and any other applicable charges assessable as a deduction from the Account Value.

Tier Level: The declared Index Return that is used to determine which Participation Rate tier applies in the calculation of Index Credit in the Tiered Participation Rate Index Strategy.

Unit: A share of participation in a Variable Investment Subaccount used to calculate your Account Value prior to the Annuity Date.

Unit Price: The value of each Unit of a Variable Investment Subaccount on a Valuation Day.

Valuation Day: Every day the New York Stock Exchange is open for trading or any other day the Securities and Exchange Commission requires mutual funds or unit investment trusts to be valued, and an Index Strategy Index Value is published, not including any day: (1) trading on the NYSE is restricted; (2) an emergency, as determined by the SEC, exists making redemption or valuation of securities held in the Separate Account impractical; or (3) the SEC, by order, permits the suspension or postponement for the protection of security holders.

Variable Investment Subaccount: A division of the Variable Separate Account. A Variable Investment Subaccount also may be referred to in this prospectus and the Annuity as a Variable Subaccount or Subaccount.

"We," "our," "us" or "the Company" : Prudential Annuities Life Assurance Corporation, a Fortitude Re company (as defined below).

"You" or "your": the Owner(s) shown in the Annuity.

KEY INFORMATION


Important Information You Should Consider About the Annuity
Fees and Expenses
Charges for Early Withdrawals	If you withdraw money from the Annuity within 6 years following your Annuity Issue Date, you may be assessed a surrender charge. The maximum surrender charge is 7.0% of the purchase payment, and a surrender charge may be assessed up to 6 years after the Issue Date of your Annuity. If you make an early withdrawal, you could pay a surrender charge of up to $7,000 on a $100,000 withdrawal.
	For more information on surrender charges, please refer to the "Fees, Charges and Deductions" section of this prospectus.
Transaction Charges	None.
Ongoing Fees and Expenses (annual charges)	The table below describes the fees and expenses that you may pay each year, depending on the options you choose. Please refer to your Annuity specifications page for information about the specific fees you will pay each year based on the options you have elected.
	Annual Fee	Minimum	Maximum
	Base Contract Fees	1.20%(1)	1.30%(1)
	Investment options (Portfolio fees and expenses)	0.58%	1.26%
	Optional benefits available for an additional charge	None	None
	(for a single optional benefit, if elected)
	(1) Mortality and expense risk charge and administration charge. A percentage of the net assets of the Variable Subaccount. For Net Purchase Payments equal to or greater than $1,000,000 the charge will be 1.20%.
	Because your Annuity is customizable, the choices you make affect how much you will pay. To help you understand the cost of owning your Annuity, the following table shows the lowest and highest cost you could pay each year, based on current charges. This estimate assumes that you do not take withdrawals from the Annuity, which could add surrender charges that substantially increase costs.
	Lowest Annual Cost	Highest Annual Cost
	$1,922	$2,611
	Assumes:	Assumes:
	· Investment of $100,000	· Investment of $100,000
	· 5% annual appreciation	· 5% annual appreciation
	· Least expensive Portfolio fees and expenses	· Most expensive combination of optional benefits and Portfolio fees and expenses
	· No optional benefits	· No sales charges
	· No sales charges	· No additional purchase payments, transfers or withdrawals
	· No additional purchase payments, transfers or withdrawals
	For more information on ongoing fees and expenses, please refer to the "Fee Table" section of this prospectus.


Risks
Risk of Loss			You can lose money by investing in the Annuity.
			For more information on the risk of loss, please refer to the "Risk Factors" section of this prospectus.
Not a Short-Term Investment			The Annuity is not a short-term investment and is not appropriate for an investor who needs ready access to cash. The Annuity is designed to provide benefits on a long-term basis. Consequently, you should not use the Annuity as a short-term investment or savings vehicle. Because of the long-term nature of the Annuity, you should consider whether investing purchase payments in the Annuity is consistent with the purpose for which the investment is being considered.
			For more information on the short-term investment risks, please refer to the "Risk Factors" section of this prospectus.
Risks Associated with Investment Options			An investment in the Annuity is subject to the risk of poor investment performance and can vary depending on the performance of the investment options available under the Annuity, including the Index Strategies, each of which has its own unique risks. You should review the investment options before making an investment decision.
			For more information on the risks associated with investment options, please refer to the "Risk Factors" section of this prospectus.
Insurance Company Risks			An investment in the Annuity is subject to the risks related to the Company. Any obligations (including under any Fixed Allocation), guarantees, or benefits are subject to the claims-paying ability of the Company. More information about the Company is available upon request. Such requests can be made toll-free at 1-800-879-7012.
			For more information on the insurance company risks, please refer to the "Risk Factors" section of this prospectus.
Restrictions
Investments			We reserve the right to remove or substitute Portfolios as investment options. When investing in an Index Strategy, we reserve the right to change Cap Rates, Participation Rates, Step Rates and Buffers at any time. There is no guarantee that an Index Strategy will be available in the future. We may impose limitations on an investment professional's or investment advisor's ability to request financial transactions on your behalf.
			For more information on investment and transfer restrictions, please refer to "Appendix A", the "Index Strategies" and the "Financial Professional Permission To Forward Transactions " section of this prospectus.
Optional Benefits			None.
Taxes
Tax Implications			You should consult with a tax professional to determine the tax implications of an investment in and payments received under the Annuity. There is no additional tax benefit if you purchase the Annuity through a tax-qualified plan or individual retirement account (IRA). Withdrawals will be subject to ordinary income tax, and may be subject to a 10% additional tax for distributions taken prior to age 59 1/2.
			For more information on tax implications, please refer to the "Tax Considerations" section of this prospectus.
Conflicts of Interest
Investment Professional Compensation			Investment professionals may receive compensation for selling the Annuity to investors and may have a financial incentive to offer or recommend the Annuity over another investment. This compensation is paid in the form of commissions, based on the amount of your investment in the Annuity.
			For more information on investment professional compensation, please refer to the "Who Distributes The Annuities?" section of this prospectus.
Exchanges			Some investment professionals may have a financial incentive to offer you an annuity in place of the one you already own. You should only exchange your contract if you determine after comparing the features, fees, and risks of both contracts, that it is preferable to purchase the new contract, rather than continue to own your existing contract. This Annuity is no longer sold.
			For more information on exchanges, please refer to the "Who Distributes The Annuities?" section of this prospectus.

OVERVIEW OF THE ANNUITY

The FlexGuard index-linked and variable annuity is a contract between you, the Owner, and Prudential Annuities Life Assurance Corporation, an insurance company. It is designed for retirement purposes, or other long-term investing, to help you save money for retirement, on a tax deferred basis, and provide income during your retirement through Annuitization. The Annuity provides for the potential accumulation of retirement savings through investment in certain Index Strategies and Variable Investment Subaccounts during the Savings Stage.

The Annuity offers various Variable Investment Subaccounts and Index Strategy Allocation Options.

Variable Investment Subaccounts. Each Variable Subaccount invests in a Portfolio whose share price generally fluctuates each day. The Variable Investment Subaccounts do not provide any level of protection against negative returns. You are at risk of losing principal and any earnings if you allocate funds to the Variable Investment Subaccounts, which could result in a significant amount of loss. The assets that are held in support of the Variable Subaccounts are kept separate from all our other assets and may not be chargeable with liabilities arising out of any other business we may conduct. Additional information about the Portfolios is provided in Appendix A to the prospectus.

Index Strategies. The Index Strategies provide an Index Credit based on the Index Return of the underlying Index associated with the Index Strategy. The Index Strategies provide a level of protection against negative Index Returns; however, negative Index Returns in excess of the Buffer will result in a loss of principal and any prior earnings, which could also result in a significant amount of loss. Assets supporting the Index Strategies are held in a non-insulated, non-registered Separate Account and are subject to the claims of our creditors and the benefits provided are subject to our claims paying ability. For more information on Index Strategies, please refer to the Index Strategies Prospectus.

Death Benefits. You may name a Beneficiary to receive the proceeds of your Annuity upon your death. Your death benefit must be distributed within the time period required by the tax laws. The Death Benefit is the Return of Purchase Payments Death Benefit. Please see “Death Benefits” for more information.

Annuitization . During Annuitization you can elect to receive annuity payments (1) for life; (2) for life with a guaranteed minimum number of payments; (3) based on joint lives; or (4) for a guaranteed number of payments. We currently make annuity payments available on a fixed basis. After Annuitization, the Death Benefit will no longer apply.

Withdrawals . You can withdraw a limited amount of money from your Annuity on an annual basis without any charges. Other product features allow you to access your Account Value at any time, although a charge may apply.

Transfers among the Variable Investment Subaccounts and Index Strategies are tax-free. We also offer several programs that enable you to manage your Account Value as your financial needs and investment performance change.

FEE TABLE

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering or making withdrawals from the Annuity. Please refer to your Annuity specifications page for information about the specific fees you will pay each year based on the options you have elected.

The first table describes the fees and expenses that you will pay at the time that you buy the Annuity, surrender or make withdrawals from the Annuity, or transfer Account Value between investment options. State premium taxes may also be deducted. These fees and charges are described in more detail within this prospectus in the "Fees, Charges and Deductions" section.


Transaction Expenses
Sales Charge Imposed on Purchases			None
Contingent Deferred Sales Charge (as a percentage of each purchase payment)(1)			7.00%
Transfer Fee			None


(1)	Withdrawal Charges in subsequent years*
	Age of Purchase Payment Being Withdrawn	Percentage Applied Against Purchase Payment being Withdrawn
	Less than 1 year old	7.0%
	1 year old or older, but not yet 2 years old	7.0%
	2 years old or older, but not yet 3 years old	6.0%
	3 years old or older, but not yet 4 years old	5.0%
	4 years old or older, but not yet 5 years old	4.0%
	5 years old or older, but not yet 6 years old	3.0%
	6 years old or older	0.0%
*	The years referenced in the CDSC table above refer to the length of time since a Purchase Payment was made (i.e. the age of the Purchase Payment). CDSCs are applied against the Purchase Payment(s) being withdrawn. The appropriate percentage is multiplied by the Purchase Payment(s) being withdrawn. Purchase Payments are withdrawn on a “first-in, first-out” basis.

The next table describes the maximum fees and expenses that you will pay each year during the time that you own the Annuity (not including Portfolio fees and expenses). Your current fees and expenses may be less than the maximum.


Annual Annuity Expenses		Current	Maximum
Base Contract Expense (as a percentage of the net assets of the Variable Subaccounts)(1)(3)		1.30%(2)	1.30%
(1)	Mortality & Expense Risk Charge and the Administration Charge.
(2)	For Net Purchase Payments equal to or greater than $1,000,000, the Base Contract Expense will be 1.20%.
(3)	For Annuities with an Application Sign Date prior to January 18, 2022, the Base Contract Expense is currently waived for Account Value allocated to the PSF PGIM Government Money Market Portfolio – Class III (also referred to as the Holding Account). This waiver may be withdrawn at any time including without advance notice.

The next item shows the maximum total operating expenses charged by the Portfolio that you may pay periodically during the time that you own the Annuity. More information about the Portfolios, including their annual expenses, may be found in Appendix A of this prospectus.


Annual Portfolio Expenses
Expenses that are deducted from Portfolio assets, including management fees, distribution and/or service (12b-1) fees, and other expenses.	Minimum	Maximum
	0.58%	1.26%

Example

This Example is intended to help you compare the cost of investing in the Annuity with the cost of investing in other variable annuity contracts. These costs include Transaction Expenses, Annual Annuity Expenses, and Annual Portfolio Expenses.

The Example assumes that you invest $100,000 in the annuity contract for the time periods indicated. The Example also assumes that your investment has a 5% return. Although, your actual costs may be higher or lower, based on these assumptions, your costs would be:


	Assuming Maximum Fees and Expenses of any of the Portfolios Available				Assuming Minimum Fees and Expenses of any of the Portfolios Available
	1 Year	3 Years	5 Years	10 Years	1 Year	3 Years	5 Years	10 Years
If you surrender your annuity at the end of the applicable time period:	$9,611	$14,018	$17,680	$29,029	$8,922	$11,944	$14,213	$22,073
If you annuitize your annuity at the end of the applicable time period:	$2,611	$8,018	$13,680	$29,029	$1,922	$5,944	$10,213	$22,073
If you do not surrender your annuity at the end of the applicable time period:	$2,611	$8,018	$13,680	$29,029	$1,922	$5,944	$10,213	$22,073

RISK FACTORS

Risks of Investing in a Variable Investment Subaccount. You take all the investment risk for amounts allocated to the Sub-accounts, which invests in the Portfolios. If the Sub-account increases in value, then your Account Value goes up; if it decreases in value, your Account Value goes down. How much your Account Value goes up or down depends on the performance of the Portfolio in which your Sub-account invests. We do not guarantee the investment results of any Portfolio. An investment in the Annuity is subject to the risk of poor investment performance, and the value of your investment can vary depending on the performance of the Portfolio, which has its own unique risks.

Insurance Company Risk. No company other than us has any legal responsibility to pay amounts that we owe under the Annuity. You should look to our financial strength for our claims-paying ability. Amounts allocated to the Index Strategies are held in a non-registered, non-insulated Separate Account. These assets are subject to the claims of the creditors of ours and the benefits provided under the Index Strategies are subject to the claims paying ability of us. The Company is also subject to risks related to disasters and other events, such as storms, earthquakes, fires, outbreaks of infectious diseases (such as COVID-19), utility failures, terrorist acts, political and social developments, and military and governmental actions. These risks are often collectively referred to as “business continuity” risks. These events could adversely affect the Company and our ability to conduct business and process transactions. Although the Company has business continuity plans, it is possible that the plans may not operate as intended or required and that the Company may not be able to provide required services, process transactions, deliver documents or calculate values. It is also possible that service levels may decline as a result of such events.

Possible Adverse Tax Consequences. The tax considerations associated with the Annuity vary and can be complicated. The tax considerations discussed in this prospectus are general in nature and describe only federal income tax law (not state, local, foreign or other federal tax laws). Before making a Purchase Payment or taking other action related to your Annuity, you should consult with a qualified tax adviser for complete information and advice. For example, distributions from your Annuity are generally subject to ordinary income taxation on the amount of any investment gain unless the distribution qualifies as a non-taxable exchange or transfer. In addition, if you take a distribution prior to the taxpayer’s age 59½, you may be subject to a 10% additional tax in addition to ordinary income taxes on any gain.

Possible Fees on Access to Account Value. We may apply fees if you access your Account Value during the Savings Stage or surrender your Annuity. For example, in addition to possible tax consequences discussed above, you may incur fees for accessing your Account Value such as a Surrender Charge, Tax Charge, and/or a charge for any benefits.

Not a Short-Term Investment. The Annuity is not a short-term investment vehicle and is not an appropriate investment for an investor who needs ready access to cash. The Annuity is designed to provide benefits on a long-term basis. Consequently, you should not use the Annuity as a short-term investment or savings vehicle. Because of the long-term nature of the Annuity, you should consider whether investing Purchase Payments in the Annuity is consistent with the purpose for which the investment is being considered.

Death Benefit Risk. While the Annuity provides a Death Benefit, the amount of that benefit is subject to investment gains and losses and is reduced for any withdrawals you take.

Risk of Loss. All investments have risks to some degree and it is possible that you could lose money by investing in the Annuity. An investment in the Annuity is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Risk of Loss – Index Strategies. You take the investment risk for amounts allocated to one or more Index Strategies since the Index Credit is based upon the performance of the associated Index. You bear the risk of the negative Index Return in excess of the Buffer you choose except for any 100% Buffer Index Strategy where there is no risk of loss to you, should you stay allocated to the end of the Index Strategy Term. In the case of a multi-year Index Strategy Term, losses are measured over the entire Index Strategy Term from the Index Strategy Start Date to the Index Strategy End Date and may exceed the Buffer levels associated with the Index Strategy.

Effect of Interim Value. To determine the Interim Value, we apply a formula which does not reflect the actual performance of the applicable Index, but rather a determination of the value of hypothetical underlying investments at the time of the Interim Value calculation. This amount could be more or less than if you had held the Index Strategy for the full Index Strategy Term. It also means that you could have a negative performance, even if the value of the Index has increased at the time of the calculation. All withdrawals from an Index Strategy, including death benefit payments, transfers, Annuitization and surrenders paid before the Index Strategy End Date will be based on the Interim Value. Withdrawals before an Index Strategy End Date could have adverse impacts even if the value of the Index has increased at the time of the calculation because an early withdrawal will not allow you to participate in the Index Return for the Index Strategy Term with your entire Index Strategy Base. If you withdraw Account Value allocated to an Index Strategy, the withdrawal will cause an immediate reduction to your Index Strategy Base in a proportion equal to the reduction in your Interim Value. A proportional reduction may be larger than the dollar amount of your withdrawal even if the value of the Index has increased. See “Impact of Withdrawals” below for additional information.

Impact of Withdrawals. If you withdraw Account Value allocated to an Index Strategy, the withdrawal will cause an immediate reduction to your Index Strategy Base in a proportion equal to the reduction in your Interim Value. A proportional reduction could be larger than the dollar amount of your withdrawal. Reductions to your Index Strategy Base will negatively impact your Interim Value for the remainder of the Index Strategy Term and will result in a lower Index Credit on the Index Strategy End Date. Once your Index Strategy Base is reduced due to a withdrawal during any Index Strategy Term, it will not increase for the remainder of the Index Strategy Term.

Risks Associated with the Index Strategies and Indices. For more information on the risks associated with the Index Strategies and Indices, please refer to the Index Strategies Prospectus.

INDEX STRATEGIES

The Annuity offers multiple Index Strategies which provide an Index Credit based on the Index Return of the underlying Index associated with the Index Strategy. The Index Credit is the amount you receive on an Index Strategy End Date based on the Index Return and the type of Index Strategy. The Index Credit may be positive or negative, which means you can lose Purchase Payments and prior earnings. You may allocate all or a portion of your Purchase Payments into one or more Index Strategies. The Index Strategies are not invested in any underlying Index. We do not guarantee the Index Credits for the Index Strategies. There is a risk of loss of your investment because the Index Strategy will be credited the negative Index Return in excess of the level of protection you selected through the Buffers.

If the Index Return is between zero (including zero) and the declared Step Rate, then the Index Credit is equal to the Step Rate. If the Index Return is greater than the Step Rate, the Index Credit is equal to the greater of the Index Return multiplied by the Participation Rate or the Step Rate. The Step Rate Plus Index Strategies with 5% Buffers are not available in the State of Pennsylvania.

The Point-to-Point with Cap Index Strategy provides an Index Credit equal to the Index Return up to a Cap.

1.If the Index Return is positive and equal to or greater than the Cap Rate, then the Index Credit is equal to the Cap Rate. If the Index Return is positive, but less than the Cap Rate, the Index Credit is equal to the Index Return.

2.If the Index Return is negative, but less than or equal to the Buffer, the Index Credit is zero. Otherwise, the Index Credit is equal to the negative Index Return in excess of the Buffer.

3.Offers the greatest level of protection with the most options for term lengths, but limited upside potential.

The Tiered Participation Rate Index Strategy provides an Index Credit equal to the Index Return multiplied by one or two Participation Rates.

1.If the Index Return is between zero and the declared Tier Level, then the Index Credit is equal to the Index Return multiplied by the Participation Rate for the 1st tier. If the Index Return is greater than or equal to the declared Tier Level, the Index Credit is the sum of the Tier Level multiplied by the Participation Rate for the 1st tier and the remaining Index Return multiplied by the Participation Rate for the 2nd tier.

2.If the Index Return is negative, but less than or equal to the Buffer, the Index Credit is zero. Otherwise, the Index Credit is equal to the negative Index Return in excess of the Buffer.

3.Offers an upside potential with no maximum or limitations, but only available in longer term lengths.

The Step Rate Plus Index Strategy provides an Index Credit equal to the greater of the Index Return multiplied by a Participation Rate or the Step Rate.

1.If the Index Return is between zero (including zero) and the declared Step Rate, then the Index Credit is equal to the Step Rate. If the Index Return is greater than the Step Rate, the Index Credit is equal to the greater of the Index Return multiplied by the Participation Rate or the Step Rate.

2. If the Index Return is negative, but less than or equal to the Buffer, the Index Credit is zero. Otherwise, the Index Credit is equal to the negative Index Return in excess of the Buffer.

3.Offers an upside potential with no maximum or limitations, but only available in shorter term lengths.

Not all Index Strategies will be available with all Indices, in all available Index Strategy Terms, and in all available Buffers. The Step Rate Plus Index Strategies with 5% Buffers are not available in the State of Pennsylvania. As a result of economic market conditions, or utilization of the Index Strategies, we reserve the right to add and remove Index Strategies at any time. For currently available Index Strategies, please refer to www.prudential.com. New Cap Rates will be set for Index Strategy Terms upon Index Anniversary Dates. These Cap Rates will be set based upon the current interest rate and market environment. New Buffers may be offered as new Index Strategy Options. We currently offer one-year, three-year and six-year Index Strategy Terms. We currently offer Index Strategies with 5%, 10%, 15%, 20%, and 100% Buffers. The Buffer is the amount of protected negative return. Any loss beyond the Buffer level reduces the Account Value allocated to the Index Strategy.

For more information on Index Strategies, please refer to the Index Strategies Prospectus.

WHAT ARE THE VARIABLE INVESTMENT OPTIONS?

Each variable Investment Option is a Sub-account that invests exclusively in a single Portfolio. Please refer to Appendix A for certain information regarding each Portfolio, including (i) its name, (ii) its type (e.g., money market fund, bond fund, balanced fund, etc.), (iii) its investment adviser and any sub-adviser, (iv) current expenses, and (v) performance. There is no guarantee that any underlying Portfolio will meet its investment objective. Each Portfolio has issued a prospectus that contains more detailed information about the Portfolio. The prospectuses for the Portfolios can be found online at https://www.prudential.com/personal/annuities/annuity-prospectuses . You can also request this information at no cost by calling 1-800-879-7012.

BENEFITS AVAILABLE UNDER THE ANNUITY

The following table summarizes information about the benefit available under the Annuity.

Name of Benefit

Purpose

Standard or Optional

Maximum Fee

Restrictions/Limitations

Return of Purchase Payments Death Benefit

Provides protection for your Beneficiary(ies) by ensuring that they receive the greater of the Return of Purchase Payments Amount and Account Value.

Standard

•The Death Benefit may not be electively terminated.

•The Death Benefit will terminate upon a change of Owner or Annuitant. The Death Benefit for any changed Owner or Annuitant will be Account Value.

DEATH BENEFITS

TRIGGERS FOR PAYMENT OF THE DEATH BENEFIT

The Annuity provides a Death Benefit prior to Annuitization. If the Annuity is owned by one or more natural persons, the Death Benefit is payable upon the death of the Owner (or the first to die, if there are multiple Owners). If a Contingent Annuitant was designated before an Annuitant’s death and the Annuitant dies, and the Contingent Annuitant is the spouse, then the Contingent Annuitant may choose to become the Annuitant and continue the contract, in which case a Death Benefit will not be paid, or elect to receive the Death Benefit. If a Nonqualified Annuity is owned by an entity (for example, a non-natural person), the Death Benefit is payable upon the first Annuitant’s death. The person upon whose death the Death Benefit is paid is referred to below as the “decedent”. A Death Benefit is payable only if your Account Value at the time of the decedent’s death is greater than zero. Death claims taken from an Index Strategy before the Index Strategy End Date will be based on the Interim Value. See “Interim Value” for more information.

Where an Annuity is issued to a trust, and such trust is characterized as a grantor trust under the Code, such Annuity shall not be considered to be held by a non-natural person and will be subject to the tax reporting and withholding requirements generally applicable to a Nonqualified Annuity held by a natural person. At this time, we will not issue an Annuity to grantor trusts with more than two grantors.

You may name as the Owner of the Annuity a grantor trust with one grantor only if the grantor is designated as the Annuitant. You may name as the Owner of the Annuity, subject to state availability, a grantor trust with two grantors only if the oldest grantor is designated as the Annuitant. We will not issue the Annuity to grantor trusts with more than two grantors. If co-grantors are named, the second grantor may be designated as Joint Annuitant. If a non-Annuitant co-grantor passes away, then the Death Benefit will not be payable.

We determine the amount of the Death Benefit as of the date we receive Due Proof of Death. Any given Beneficiary must submit the written information we require in order to be paid his/her share of the Death Benefit.

Once we have received Due Proof of Death, each eligible Beneficiary may take his/her portion of the Death Benefit in one of the forms described in this prospectus under “Payment of Death Benefits” below.

After our receipt of Due Proof of Death, we automatically transfer any remaining Death Benefit to the Holding Account. However, between the date of death and the date that we transfer any remaining Death Benefit to the Holding Account, the amount of the Death Benefit is subject to market ups and downs (net of the Insurance Charge).

COMMON DISASTER -- If an Owner and a Beneficiary die in a common disaster, it must be proved to our satisfaction that the Owner died first and the Beneficiary survived the Owner(s) (or Annuitant if entity owned) by at least 30 days. In this situation, the Death Benefit proceeds will be payable to the Beneficiary’s estate upon our receipt of Due Proof of Death of the Decedent. When there is insufficient evidence to determine the order of death, then, unless prohibited by law, we will deem the Owner to have survived the Beneficiary.

If: (a) the Owner is an entity; (b) no Contingent Annuitant or Joint Annuitant has been designated, we will deem the Annuitant to be the last survivor and pay the proceeds to any remaining Beneficiary, or if none, to any remaining contingent Beneficiary, or if none, to the Owner.

THE RETURN OF PURCHASE PAYMENTS DEATH BENEFIT

The Annuity provides a Death Benefit called the Return of Purchase Payments Death Benefit and will be attached to your Annuity contract once issued.

The amount of the death benefit under the Return of Purchase Payments Death Benefit is equal to the greater of:

▪The Return of Purchase Payments Amount, defined below; AND

▪The Account Value on the date we receive Due Proof of Death.

Calculation of the Return of Purchase Payments Amount

Initially, the Return of Purchase Payment amount is equal to the sum of all Purchase Payments allocated to the Annuity on its Issue Date. Thereafter, the Return of Purchase Payments Amount is:

▪Increased by additional Purchase Payments allocated to the Annuity, and

▪Reduced for any partial withdrawals. A withdrawal will cause a proportional reduction to the Return of Purchase Payments Amount equal to the ratio of the amount of the withdrawal to the Account Value immediately prior to the withdrawal.

The proportional reduction in the Return of Purchase Payments Amount could be less or greater than the actual withdrawal based upon the level of the Account Value. If the Account Value exceeds the Return of Purchase Payments Amount prior to the withdrawal, then the impact on the Return of Purchase Payments Amount would be less than the reduction in the Account Value. If the Return of Purchase Payments Amount exceeds the Account Value prior to the withdrawal, then the impact on the Return of Purchase Payments Amount would exceed the reduction in the Account Value. This is outlined in the below examples.

Example 1:

Return of Purchase Payments Amount: $100,000

Gross Withdrawal: $18,000

Account Value at time of Withdrawal: $118,000

Return of Purchase Payments Amount Reduction Percent for Withdrawal: 15.25% ($18,000/$118,000)

Return of Purchase Payments Amount after Withdrawal: $84,750 ($100,000 x (1 - 15.25%))

Example 2:

Return of Purchase Payments Amount: $100,000

Gross Withdrawal: $18,000

Account Value at time of Withdrawal: $90,000

Return of Purchase Payments Amount Reduction Percent for Withdrawal: 20% ($18,000/$90,000)

Return of Purchase Payments Amount after Withdrawal: $80,000 ($100,000 x (1 - 20%))

EXCEPTIONS TO THE RETURN OF PURCHASE PAYMENT AMOUNT: There are certain exceptions to the amount of the Death Benefit under the Return of Purchase Payments Death Benefit.

Submission of Due Proof of Death after One Year. If we receive Due Proof of Death more than one year after the date of death, we reserve the right to limit the Death Benefit to the Account Value on the date we receive Due Proof of Death.

▪Beneficiary Annuity. With respect to a Beneficiary Annuity, the Death Benefit is triggered by the death of the beneficial Owner (or the Key Life, if entity-owned). However, if the Annuity is held as a Beneficiary Annuity, the Owner is an entity, and the Key Life is already deceased, then no Death Benefit is payable upon the death of the beneficial Owner.

SPOUSAL CONTINUATION OF ANNUITY

Unless you designate a Beneficiary other than your spouse, upon the death of either spousal Owner, the surviving spouse may elect to continue ownership of the Annuity instead of taking the Death Benefit payment ("Spousal Continuation") subject to our rules and subject to our receipt of Due Proof of Death. The Account Value (which may be based on the Interim Value for amounts held in the Index Strategies) as of the date of Due Proof of Death will be equal to the Death Benefit that would have been payable. Any amount added to the Account Value will be allocated to the Variable Investment Subaccounts pro-rata or to the Holding Account if no Variable Investment Subaccounts have value. The spouse may transfer to any of the Variable Investment Sub-accounts at any time or to a new Index Strategy on the next Index Anniversary Date. No CDSC will apply to Purchase Payments made prior to the effective date of a spousal continuance. However, any additional Purchase Payments applied after the date the continuance is effective will be subject to all provisions of the Annuity, including the CDSC when applicable.

Upon Spousal Continuation, the Account Value is increased to the Return of Purchase Payment Amount, if greater.

Subsequent to Spousal Continuation, the amount of the Death Benefit will be equal to the Account Value on the date we receive Due Proof of Death.

We allow a spouse to continue the Annuity even though he/she has reached or surpassed the Latest Annuity Date. However, upon such a spousal continuance, annuity payments would begin immediately. Spousal continuation is only permitted once under the Annuity.

PAYMENT OF DEATH BENEFITS

Alternative Death Benefit Payment Options – Annuity owned by Individuals (not associated with Tax-Favored Plans)

Except in the case of a Spousal Continuation as described above, upon your death, certain distributions must be made under the Non-Qualified Annuity. The required distributions depend on whether you die before you start taking annuity payments under the Annuity or after you start taking annuity payments under the Annuity. If you die on or after the Annuity Date, the remaining portion of the interest in the Annuity must be distributed at least as rapidly as under the method of distribution being used as of the date of death. In the event of the decedent’s death before the Annuity Date, the Death Benefit must be distributed:

▪within five (5) years of the date of death (the “five-year deadline”); or

▪as a series of payments not extending beyond the life expectancy of the Beneficiary or over the life of the Beneficiary. Payments under this option must begin within one year of the date of death. If the Beneficiary does not begin installments by such time, then no partial withdrawals will be permitted thereafter and we require that the Beneficiary take the Death Benefit as a lump sum within the five-year deadline. If we do not receive instructions on where to send the payment within five-years of the date of death, the funds will be escheated.

▪If the Beneficiary is the surviving spouse of the Owner, the spouse may elect to continue the Annuity.

If the Annuity is held as a Beneficiary Annuity, the payment of the Death Benefit must be distributed as a lump sum payment.

The Owner may elect the method of payment to each Beneficiary, subject to our then current rules, prior to the date of death of the decedent. When no such election is made as to a specific Beneficiary, such Beneficiary must elect the method of payment within 60 days of the date we receive all required documentation in Good Order in order to pay the Death Benefit to that Beneficiary. If no election is made within 60 days, the default will be distribution within five years of the date of death of the decedent as noted in (a) above. If the Beneficiary is the surviving spouse of the owner, the spouse may elect to continue the Annuity under (c) above.

The Owner may elect to have any amount of the proceeds due to a Beneficiary applied under any of the Annuity Options described in the “Annuity Payment Options” section, or any other option we then make available. If you make such an election, a Beneficiary may not alter such an election. However, if you have not previously made such an election, a Beneficiary may make such an election as to the proceeds due that Beneficiary. The Beneficiary will be the “measuring life” for determining the amount of any annuity payments dependent on the continuation of life. We may require evidence satisfactory to us of the age of the measuring life prior to commencement of any annuity payments.

In the event of death on or after the Annuity Date, we distribute any payments due subsequent to an Owner’s or Annuitant’s death at least as rapidly as under the method of distribution in effect as of the date of such Owner’s or Annuitant’s death.

Alternative Death Benefit Payment Options – Annuity Held by Tax-Favored Plans

Upon your death under an IRA or Roth IRA, any remaining interest must be distributed in accordance with federal income tax requirements. The post-death distribution requirements were amended, applicable generally with respect to deaths occurring after 2019, by the Further Consolidated Appropriations Act of 2020 (which includes the "Setting Every Community Up for Retirement Enhancement" Act (SECURE Act)). The post-death distribution requirements under prior law continue to apply in certain circumstances.

•Under the new law, if you die after 2019, and you have a designated Beneficiary, any remaining interest must be distributed within 10 years after your death, unless the designated Beneficiary is an “eligible designated beneficiary” (“EDB”) or some other exception applies. A designated Beneficiary is any individual designated as a Beneficiary by the employee or IRA owner. An EDB is any designated Beneficiary who is (1) your surviving spouse, (2) your minor child, (3) disabled, (4) chronically ill, or (5) an individual not more than 10 years younger than you. An individual’s status as an EDB is determined on the date of your death.

This 10-year post-death distribution period applies regardless of whether you die before your required beginning date, or you die on or after that date (including after distributions have commenced in the form of an annuity). However, if the Beneficiary is an EDB and the EDB dies before the entire interest is distributed under this 10-year rule, the remaining interest must be distributed within 10 years after the EDB’s death (i.e., a new 10-year distribution period begins).

Instead of taking distributions under the new 10-year rule, an EDB can stretch distributions over life, or over a period not extending beyond life expectancy, provided that such distributions commence within one year of your death, subject to certain special rules. In particular, if the EDB dies before the remaining interest is distributed under this stretch rule, the remaining interest must be distributed within 10 years after the EDB’s death (regardless of whether the remaining distribution period under the stretch rule was more or less than 10 years). In addition, if your minor child is an EDB, the child will cease to be an EDB on the date the child reaches the age of majority, and any remaining interest must be distributed with 10 years after that date (regardless of whether the remaining distribution period under the stretch rule was more or less than 10 years).

It is important to note that under prior law, annuity payments that commenced under a method that satisfied the distribution requirements while the IRA owner was alive could continue to be made under that method after the death of the IRA owner. However, under the new law, if you commence taking distributions in the form of an annuity that can continue after your death, such as in the form of a joint and survivor annuity or an annuity with a guaranteed period of more than 10 years, any distributions after your death that are scheduled to be made beyond the applicable distribution period imposed under the new law might need to be commuted at the end of that period (or otherwise modified after your death if permitted under federal tax law and by Prudential) in order to comply with the new post-death distribution requirements.

The new post-death distribution requirements do not apply if annuity payments that comply with prior law commenced prior to December 20, 2019. Also, even if annuity payments have not commenced prior to December 20, 2019, the new requirements generally do not apply to an immediate annuity contract or a deferred income annuity contract (including a qualifying lifetime annuity contract, or “QLAC”) purchased prior to that date, if you have made an irrevocable election before that date as to the method and amount of the annuity.

If your Beneficiary is not an individual, such as a charity, your estate, or a trust, any remaining interest after your death generally must be distributed under prior law in accordance with the 5-year rule or the at-least-as-rapidly rule, as applicable (but not the lifetime payout rule). You may wish to consult a professional tax advisor about the federal income tax consequences of your Beneficiary designations.

In addition, the new post-death distribution requirements generally do not apply if the IRA owner died prior to January 1, 2020. However, if the designated Beneficiary of the deceased IRA owner dies after January 1, 2020, any remaining interest must be distributed within 10 year of the designated Beneficiary’s death. Hence, this 10-year rule will apply to (1) a contract issued prior to 2020 which continues to be held by a designated Beneficiary of an IRA owner who died prior to 2020, and (2) an inherited IRA issued after 2019 to the designated Beneficiary of an IRA owner who died prior to 2020.

•Spousal continuation. Under the new law, as under prior law, if your Beneficiary is your spouse, your surviving spouse can delay the application of the post-death distribution requirements until after your surviving spouse’s death by transferring the remaining interest tax-free to your surviving spouse’s own IRA, or by treating your IRA as your surviving spouse’s own IRA. The post-death distribution requirements are complex and unclear in numerous respects. In addition, the manner in which these requirements will apply will depend on your particular facts and circumstances. You may wish to consult a professional tax adviser for tax advice as to your particular situation.

FEES, CHARGES AND DEDUCTIONS

The charges under the Annuity are designed to cover, in aggregate, our direct and indirect costs of selling, administering and providing benefits under the Annuity. They are also designed, in aggregate, to compensate us for the risks of loss we assume. If, as we expect, the charges that we collect from the Annuity exceed our total costs in connection with the Annuity, we will earn a profit. Otherwise we will incur a loss. For example, we may make a profit on the Insurance Charge (as described in the "Insurance Charge" subsection of this section) if, over time, the actual costs of providing the guaranteed insurance obligations and other expenses under the Annuity are less than the amount we deduct for the Insurance Charge. To the extent we make a profit on the Insurance Charge, such profit may be used for any other corporate purpose.

The rates of certain of our charges have been set with reference to estimates of the amount of specific types of expenses or risks that we will incur. In general, a given charge under the Annuity compensates us for our costs and risks related to that charge and may provide for a profit. However, it is possible that with respect to a particular obligation we have under the Annuity, we may be compensated not only by the charge specifically tied to that obligation, but also from one or more other charges we impose.

With regard to charges that are assessed as a percentage of the value of the Subaccounts, please note that such charges are assessed through a reduction to the Unit Value of your investment in each Subaccount, and in that way reduce your Account Value. A “Unit” refers to a share of participation in a Subaccount used to calculate your Account Value prior to the Annuity Date. There are no explicit charges for the Index Strategies.

Contingent Deferred Sales Charge (“CDSC”): A CDSC reimburses us for expenses related to sales and distribution of the Annuity, including commissions, marketing materials and other promotional expenses. We may deduct a CDSC if you surrender your Annuity or when you make a partial withdrawal. The CDSC is calculated as a percentage of your Purchase Payment being surrendered or withdrawn. The CDSC percentage varies with the number of years that have elapsed since each Purchase Payment being withdrawn was made. The CDSC percentages are shown under “Summary of Contract Fees and Charges” earlier in this prospectus.

With respect to a partial withdrawal, we calculate the CDSC by assuming that any available Charge Free Withdrawal Amount is taken out first (see “Charge Free Withdrawal Amounts” later in this prospectus). If the Charge Free Withdrawal Amount is not sufficient, we then assume that any remaining amount of a partial withdrawal is taken from Purchase Payments on a first-in, first-out basis, and subsequently from any other Account Value in the Annuity (such as gains), as described in the examples below.

EXAMPLES

These examples are designed to show you how the CDSC is calculated. They do not take into account any other fees and charges. The examples illustrate how the CDSC would apply to reduce your Account Value based on the timing and amount of your withdrawals. They also illustrate how a certain amount of your withdrawal, the “Charge Free Withdrawal Amount,” is not subject to the CDSC. The Charge Free Withdrawal Amount is equal to 10% of all Purchase Payments currently subject to a CDSC in each year and is described in more detail in “Access to Account Value,” later in this prospectus.

Assume you purchase your Annuity with a $75,000 initial Purchase Payment and you make no additional Purchase Payments for the life of your Annuity.

Example 1

Assume the following:

▪four years after the purchase, your Account Value is $85,000 (your Purchase Payment of $75,000 plus $10,000 of investment gain);

▪the Charge Free Withdrawal Amount is $7,500 (10% of $75,000);

▪the applicable CDSC is 5%.

If you request a withdrawal of $50,000, $7,500 is not subject to the CDSC because it is the Charge Free Withdrawal Amount. The remaining amount of your withdrawal is subject to the 5% CDSC. The CDSC in this example is 5% of $42,500, or $2,125.

Gross Withdrawal or Net Withdrawal. Generally, you can request either a gross withdrawal or a net withdrawal. In a gross withdrawal scenario, you request a specific withdrawal amount with the understanding that the amount you actually receive is reduced by any applicable CDSC as well as any applicable tax withholding. In a net withdrawal scenario, you request a withdrawal for the exact dollar amount you want to receive after the deduction for any applicable CDSC as well as any applicable tax withholding. This means that an amount greater than the amount of your requested net withdrawal will be deducted from your Account Value if there is any CDSC and/or tax withholding. To make sure that you receive the net withdrawal amount, we first calculate the corresponding gross withdrawal amount, including the applicable CDSC and/or tax withholding. We then reduce the gross withdrawal by the Charge Free Withdrawal amount before applying the applicable CDSC and/or tax withholding to the remaining amount. As a result, in this example, the total withdrawal amount will be greater for a net withdrawal as compared to a gross withdrawal for the same dollar amount requested.

▪If you request a gross withdrawal of $50,000, and without any consideration to tax withholding, the amount of the CDSC will reduce the amount of the withdrawal you receive. In this example, the CDSC would equal $2,125 (($50,000 – the Charge Free Withdrawal Amount of $7,500 = $42,500) x 0.05 = $2,125). You would receive $47,875 ($50,000 – $2,125). To determine your remaining Account Value after your withdrawal, we reduce your initial Account Value by the amount of your requested withdrawal. In this case, your Account Value would be $35,000 ($85,000 – $50,000).

▪If you request a net withdrawal of $50,000, and without any consideration to tax withholding, we first determine the gross withdrawal amount that will need to be withdrawn in order to provide the requested payment amount. We do this by first subtracting the Charge Free Withdrawal Amount from the net withdrawal amount and dividing the resulting amount by the result of 1 minus the early withdrawal fee. Here is the calculation: $42,500/(1 – 0.05) = $44,736.84. This is the total amount to which the CDSC will apply. The amount of the CDSC is $2,236.84. Therefore, in order for you to receive the full $50,000 amount as a net withdrawal, we will need to deduct a gross withdrawal amount of $52,236.84 from your Account Value, resulting in a remaining Account Value of $32,763.16.

Example 2

Assume the following:

•two years after the gross withdrawal described above, the Account Value is $48,500 ($35,000 of remaining Account Value plus $13,500 of investment gain);

•the Charge Free Withdrawal Amount is $7,500; and

•the applicable CDSC in Annuity Year 6 is now 3%.

If you now take a second gross withdrawal of $10,000, $7,500 is not subject to the CDSC because it is the Charge Free Withdrawal Amount for that year. The remaining $2,500 is subject to the 3% CDSC or $75 and you will receive $9,925.

On the day that we process your request for a withdrawal, we calculate a CDSC based on any Purchase Payments not previously withdrawn. If your Account Value has declined in value, or if you had made prior withdrawals that reduced your Account Value, the dollar amount of your requested withdrawal may represent, as a percentage of the Purchase Payments being withdrawn, a dollar amount that is greater than your Account Value.

To determine if CDSC applies to a partial withdrawal, we first determine if all Purchase Payments have been previously withdrawn. If so, no CDSC applies. If not:

1.First determine what, if any, amounts qualify as a Charge Free Withdrawal. These amounts are not subject to CDSC.

2.Next determine what, if any, remaining amounts are in excess of the Charge Free Withdrawal Amount. These amounts will be treated as withdrawals of Purchase Payments. These amounts may be subject to CDSC. Purchase Payments are withdrawn on a first-in, first-out basis.

3.Withdraw any remaining amounts from any other Account Value (including gains). These amounts are not subject to CDSC.

CDSC is waived under the following circumstances, including but not limited to:

•The Charge Free Withdrawal Amount - withdrawals equal to or less than the stated Charge Free Withdrawal Amount

•Beneficiary Continuation Option distributions

•RMD - as calculated by us, even those taken during the first contract year, and distributed through a program/process we support.

•Required distributions from a Beneficiary Annuity that we calculate, even those taken during the first contract year, and distributed through a program/process we support.

•Medically-Related Surrenders (MRS) - based on the Owner meeting the following conditions (or Annuitant if entity owned): a) terminally ill or b) confinement to a medical facility for 90 consecutive days following the Issue Date (State variations may apply).

◦We define a medical facility as a facility recognized as a hospital or a long-term care facility or that is a nursing home facility with a 24-hour RN or LPN who controls all prescribed medications and daily medical records.

◦We define terminal illness as a condition which death results in 2 years for 80% of diagnosed cases.

◦We allow for partial Medically Related Surrenders - we reserve the right in the contract to cap at a cumulative maximum of $500K per life, though this is not currently enforced.

◦There is no cap on total Payments, i.e. the amount of Purchase Payments will not cause an Owner to be eligible for the waiver.

We will not discriminate unfairly between Annuity purchasers with respect to any CDSC waivers.

Tax Charge: Some states and some municipalities charge premium taxes or similar taxes on annuities that we are required to pay. The amount of tax will vary from jurisdiction to jurisdiction and is subject to change. We reserve the right to deduct the tax from Purchase Payments when received, from Surrender Value upon surrender, or from Account Value upon Annuitization. The Tax Charge is designed to approximate the taxes that we are required to pay and is assessed as a percentage of Purchase Payments, Surrender Value, or Account Value as applicable. The Tax Charge currently ranges up to 3.5%. We may assess a charge against the Subaccounts and the Index Strategies equal to any taxes which may be imposed upon the Separate Accounts. “Surrender Value” refers to the Account Value less any applicable CDSC and any applicable Tax Charges.

Company Taxes: We pay company income taxes on the taxable corporate earnings created by this Separate Account product. While we may consider company income taxes when pricing our products, we do not currently include such income taxes in the tax charges you pay under the contract. We will periodically review the issue of charging for taxes and may impose a charge in the future. We reserve the right to impose a charge

for taxes if we determine, in our sole discretion, that we will incur a tax as a result of the administration of the Annuity, including any tax imposed with respect to the operation of the Separate Account or General Account.

In calculating our corporate income tax liability, we derive certain corporate income tax benefits associated with the investment of company assets, including Separate Account assets, which are treated as company assets under applicable income tax law. These benefits reduce our overall corporate income tax liability. Under current law, such benefits include foreign tax credits and corporate dividends received deductions. We do not pass these tax benefits through to holders of the Separate Account annuity contracts because (i) the contract Owners are not the Owners of the assets generating these benefits under applicable income tax law and (ii) we do not currently include company income taxes in the tax charges you pay under the contract. We reserve the right to change these tax practices.

Insurance Charge: The Insurance Charge is charged daily based on the annualized rate shown in the “Fee Table” section for the amount of Purchase Payments in your Annuity on each Valuation Day allocated to the Variable Investment Subaccounts. On any Valuation Day, your Purchase Payments will equal the sum of all Purchase Payments prior to the application of any fees, charges, or Tax Charges applied to your Annuity less all withdrawals taken from your Annuity, which includes withdrawals you take from the Annuity as Required Minimum Distributions. Currently, we offer two levels of the Insurance Charge depending on whether your Purchase Payments are less than $1,000,000, or equal to or greater than $1,000,000 on any Valuation Day. If your Purchase Payments are less than $1,000,000, you will pay a higher Insurance Charge at that time than you would pay if your Purchase Payments were $1,000,000 or more.

The Insurance Charge is intended to compensate us for providing the insurance benefits under each Annuity and the risk that persons we guarantee annuity payments to will live longer than our assumptions. The charge covers the mortality and expense risk and administration charges. Furthermore, the charge also compensates us for our administrative costs associated with providing the Annuity benefits, including preparation of the contract and prospectus, confirmation statements, quarterly account statements and annual reports, legal and accounting fees as well as various related expenses. Finally, the charge compensates us for the risk that our assumptions about the mortality risks and expenses under each Annuity are incorrect and that we have agreed not to increase these charges over time despite our actual costs. The charge is not applicable to any allocations to the Index Strategy Options.

Fees and Expenses Incurred by the Portfolios: Each Portfolio incurs total annualized operating expenses comprised of an investment management fee, other expenses and any distribution and service (12b-1) fees or short sale expenses that may apply. These fees and expenses are assessed against each Portfolio’s net assets and reflected daily by each Portfolio before it provides us with the net asset value as of the close of business each Valuation Day. More detailed information about fees and expenses can be found in the summary prospectuses and prospectuses for the Portfolios, which can be obtained by calling 1-800-879-7012.

ANNUITY PAYMENT OPTION CHARGES

If you select a fixed payment option upon Annuitization, the amount of each fixed payment will depend on the Account Value of your Annuity when you elect to annuitize. There is no specific charge deducted from these payments; however, the amount of each annuity payment reflects assumptions about our insurance expenses. Also, a Tax Charge may apply.

EXCEPTIONS/REDUCTIONS TO FEES AND CHARGES

We may reduce or eliminate certain fees and charges or alter the manner in which the particular fee or charge is deducted. For example, we may reduce the amount of any CDSC or the length of time it applies or reduce the portion of the Insurance Charge that is deducted as an administration charge. We will not discriminate unfairly between Annuity purchasers if and when we reduce any fees and charges.

VALUING YOUR INVESTMENT AND INTERIM VALUE OF INDEX STRATEGIES

PROCESSING AND VALUING TRANSACTIONS

We are generally open to process financial transactions on those days that the New York Stock Exchange (NYSE) is open for trading. There may be circumstances where the NYSE does not open on a regularly scheduled date or time or closes at an earlier time than scheduled (normally 4:00 p.m. Eastern Time). Generally, financial transactions received in Good Order before the close of regular trading on the NYSE will be processed according to the value next determined following the close of business. Financial transactions received on a non-business day or after the close of regular trading on the NYSE will be processed based on the value next computed on the next Valuation Day.

We will not process any financial transactions involving purchase or redemption orders on days that the NYSE is closed. We will also not process financial transactions involving purchase or redemption orders or transfers on any day that:

▪trading on the NYSE is restricted;

▪an emergency, as determined by the SEC, exists making redemption or valuation of securities held in the Separate Account impractical; or

▪the SEC, by order, permits the suspension or postponement for the protection of security holders.

In certain circumstances, we may need to correct the processing of an order. In such circumstances, we may incur a loss or receive a gain depending upon the price of the security when the order was executed and the price of the security when the order is corrected. With respect to any gain that may result from such order correction, we will retain any such gain as additional compensation for these correction services.

VALUING THE VARIABLE INVESTMENT SUBACCOUNTS

When you allocate Account Value to a Variable Investment Subaccount, you are purchasing Units of the Variable Investment Subaccount. Each Variable Investment Subaccount invests exclusively in shares of a Portfolio. The value of the Units fluctuates with the market ups and downs of the Portfolios. The value of the Units also reflects the daily accrual for the Insurance Charge.

Each Valuation Day, we determine the price for a Unit of each Variable Investment Subaccount, called the “Unit Price”. The Unit Price is used for determining the value of transactions involving Units of the Variable Investment Subaccounts. The Unit Price for each Variable Subaccount is the net investment factor for that Valuation Period, multiplied by the Unit Price for the immediately preceding Valuation Day. The Unit Price for a Valuation Period applies to each Valuation Day in the Period. The net investment factor is an index that measures the investment performance of and charges assessed against, a Variable Subaccount from one Valuation Period to the next. See Appendix B for calculation of net investment factor. We determine the number of Units involved in any transaction by dividing the dollar value of the transaction by the Unit Price of the Variable Investment Subaccount as of the Valuation Day. There may be several different Unit Prices for each Variable Investment Subaccount to reflect the Insurance Charge. The Unit Price for the Units you purchase will be based on the total charges that apply to your Annuity.

Example

Assume you allocate $5,000 to a Variable Investment Subaccount. On the Valuation Day you make the allocation, the Unit Price is $14.83. Your $5,000 buys 337.154 Units of the Variable Investment Subaccount. Assume that later, you wish to transfer $3,000 of your Account Value out of that Variable Investment Subaccount and into another Variable Investment Subaccount. On the Valuation Day you request the transfer, the Unit Price of the original Variable Investment Subaccount has increased to $16.79 and the Unit Price of the new Variable Investment Subaccount is $17.83. To transfer $3,000, we redeem 178.678 Units at the current Unit Price, leaving you 158.477 Units. We then buy $3,000 of Units of the new Variable Investment Subaccount at the Unit Price of $17.83. You would then have 168.256 Units of the new Variable Investment Subaccount.

INTERIM VALUE OF INDEX STRATEGIES

If you take a withdrawal (including partial withdrawals, systematic withdrawals and full surrenders), transfer out of, annuitize, or we pay a death claim between an Index Strategy Start Date and Index Strategy End Date, we will use an Interim Value to determine the fair market value of each Index Strategy at the time of the transaction. The Interim Value is also used to determine how much the Index Strategy Base will be reduced after a transfer or withdrawal. If you withdraw Account Value allocated to an Index Strategy, the withdrawal will cause an immediate reduction to your Index Strategy Base in a proportion equal to the reduction in your Interim Value. A proportional reduction could be larger than the dollar amount of your withdrawal. Reductions to your Index Strategy Base will negatively impact your Interim Value for the remainder of the Index Strategy Term and will result in a lower Index Credit on the Index Strategy End Date. Once your Index Strategy Base is reduced due to a withdrawal during any Index Strategy Term, it will not increase for the remainder of the Index Strategy Term.

The Interim Value is designed to represent the fair value of the Index Strategy on each Valuation Day, taking into account the potential gain or loss of the applicable Index at the end of the Index Strategy Term. The Interim Value reflects the change in fair value due to economic factors of the investment instruments (including derivatives) supporting the Index Strategies. The Interim Value may result in a loss even if the Index Value at the time the Interim Value is calculated is higher than the Index Value on the Index Strategy Start Date.

For more information on the Interim Value calculations, please refer to the separate prospectus covering the Index Strategies .

PURCHASING YOUR ANNUITY

DESIGNATION OF OWNER, ANNUITANT, AND BENEFICIARY

Owner, Annuitant and Beneficiary Designations: We will ask you to name the Owner(s), Annuitant and one or more Beneficiaries for your Annuity.

▪Owner: Each Owner holds all rights under the Annuity. You may name up to two Owners in which case all ownership rights are held jointly. Generally, joint Owners are required to act jointly; however, if both Owners instruct us in a written form that we find acceptable to allow one Owner to act independently on behalf of both Owners we will permit one Owner to do so. All information and documents that we are required to send you will be sent to the first named Owner. Co-ownership by entity Owners or an entity Owner and an individual is not permitted. Refer to the “Glossary of Terms” for a complete description of the term “Owner.” Prior to Annuitization, there is no right of survivorship (other than any spousal continuance right that may be available to a surviving spouse). We accept as entity Owners the following Nonqualified entities: corporations, limited liability companies, non-profit organizations and partnerships.

▪Annuitant: The Annuitant is the person upon whose life we make annuity payments. You must name an Annuitant who is a natural person. In limited circumstances and where allowed by law, we may allow you to name one or more “Contingent Annuitants” with our prior approval. Generally, a Contingent or Joint Annuitant will become the Annuitant if the Annuitant dies before the Annuity Date. For a Beneficiary Annuity, instead of an Annuitant there is a “Key Life” which is used to determine the annual required distributions. If an Annuitant who is not an Owner predeceases any Owner who is a natural person, not an entity: (a) if a Joint Annuitant is designated and alive, the Joint Annuitant becomes the Annuitant; (b) if no Joint Annuitant is designated and alive, the designated Contingent Annuitant becomes the Annuitant; (c) If no Contingent Annuitant is designated or alive, the Owner becomes the Annuitant; or (d) If no Joint Annuitant or Contingent Annuitant is designated or alive and there are multiple Owners who are natural persons, the oldest of such Owners becomes the Annuitant.

▪Beneficiary: The Beneficiary is the person(s) or entity you name to receive the Death Benefit. Your Beneficiary designation should be the exact name of your Beneficiary, not only a reference to the Beneficiary’s relationship to you. If you use a class designation in lieu of designating individuals (e.g. “surviving children”), we will pay the class of Beneficiaries as determined at the time of your death and not the class of Beneficiaries that existed at the time the designation was made. If the Beneficiary dies after the death of the decedent, but before the Death Benefit proceeds are paid, the Death Benefit proceeds will be payable to the Beneficiary’s estate upon our receipt of Due Proof of Death of the decedent. If no Beneficiary is alive when the Death Benefit proceeds are determined or there is no Beneficiary designation, the Death Benefit proceeds will be paid to any surviving Owner(s) or your estate. For an Annuity that designates a custodian or a plan as Owner, the custodian or plan must also be designated as the Beneficiary. For Beneficiary Annuity, instead of a Beneficiary, the term “Successor” is used. If an Annuity is co-owned by spouses, we do not offer Joint Tenants with Rights of Survivorship (JTWROS). Both owners would need to be listed as the primary beneficiaries for the surviving spouse to maintain the contract, unless you elect an alternative Beneficiary designation.

Your right to make certain designations may be limited if your Annuity is to be used as an IRA, Beneficiary Annuity or other “qualified” investment that is given beneficial tax treatment under the Code. You should seek competent tax advice on the income, estate and gift tax implications of your designations.

Age Restrictions: Unless we agree otherwise and subject to our rules, in order to issue the annuity, we must receive the application, in Good Order, before the oldest of the Owner(s) and Annuitant(s) turns 86 years old. If you purchase a Beneficiary Annuity, the maximum issue age is 85 based on the Key Life. The broker-dealer firm through which you are purchasing an Annuity may impose a younger maximum issue age than what is described above – check with the broker-dealer firm for details. The “Annuitant” refers to the natural person upon whose life annuity payments payable to the Owner are based.

REQUIREMENTS FOR PURCHASING THE ANNUITY

We may apply certain limitations, restrictions, and/or underwriting standards as a condition of our issuance of an Annuity and/or acceptance of Purchase Payments. The current limitations, restrictions and standards are described below. We may change these limitations, restrictions and standards in the future.

Initial Purchase Payment: An initial Purchase Payment is considered the first Purchase Payment received by us in Good Order and in an amount sufficient to issue your Annuity. This is the payment that issues your Annuity. All subsequent Purchase Payments allocated to the Annuity will be considered Additional Purchase Payments. Unless we agree otherwise and subject to our rules, the Annuity has a required minimum initial Purchase Payment of $25,000.

We must approve any initial and additional Purchase Payments where the total amount of Purchase Payments equals $1,000,000 or more with respect to the Annuity including any other Annuity you are purchasing from us (or that you already own) and/or our affiliates. To the extent allowed by state law, that required approval also will apply to a proposed change of owner of the Annuity, if as a result of the ownership change, total Purchase Payments with respect to the Annuity and all other Annuity owned by the new Owner would equal or exceed that $1,000,000 threshold. We may limit additional Purchase Payments under other circumstances, as explained in “Additional Purchase Payments,” below.

Applicable laws designed to counter terrorists and prevent money laundering might, in certain circumstances, require us to block an Owner’s ability to make certain transactions, and thereby refuse to accept Purchase Payments or requests for transfers, partial withdrawals, surrenders, total withdrawals, death benefits, or Annuity payments until instructions are received from the appropriate regulator. We also may be required to provide additional information about you and your Annuity to government regulators.

Except as noted below, Purchase Payments must be submitted by check drawn on a U.S. bank, in U.S. dollars, and made payable to us. Purchase Payments may also be submitted via 1035 exchange or direct transfer of funds. Under certain circumstances, Purchase Payments may be transmitted to us by wiring funds through your Financial Professional’s broker-dealer firm. Additional Purchase Payments may also be applied to your Annuity under an electronic funds transfer, an arrangement where you authorize us to deduct money directly from your bank account. We may reject any payment if it is received in an unacceptable form. Our acceptance of a check is subject to our ability to collect funds.

Once we accept your application, we allocate your Purchase Payment, upon receipt, in your Annuity according to your instructions. You can allocate Purchase Payments to one or more available Index Strategies and Variable Investment Subaccounts.

We are required to allocate your initial Purchase Payment within two (2) Valuation Days after we receive the Purchase Payment in Good Order at our Service Office. If we do not have all the required information to allow us to issue your Annuity, we may retain the Purchase Payment while we try to reach you or your representative to obtain all of our requirements. If we are unable to obtain all of our required information within five (5) Valuation Days, we are required to return the Purchase Payment to you at that time, unless you specifically consent to our retaining the Purchase Payment while we gather the required information. Once we obtain the required information, we will invest the Purchase Payment and issue an Annuity within two (2) Valuation Days.

With respect to your initial Purchase Payment that is pending investment in our Separate Accounts, we may hold the amount temporarily in a suspense account and we may earn interest on such amount. You will not be credited with interest during that period. The monies held in the suspense account may be subject to claims of our general creditors. Also, the Purchase Payment will not be reduced nor increased due to market ups and downs during that period.

As permitted by applicable law, the broker-dealer firm through which you purchase your Annuity may forward your initial Purchase Payment to us prior to approval of your purchase by a registered principal of the firm. Once your purchase is approved by the firm, we will process your initial Purchase Payment as described above. These arrangements are subject to a number of regulatory requirements, including that customer funds will be deposited in a segregated bank account and held by the insurer until such time that the insurer is notified of the firm’s principal approval and is provided with the application, or is notified of the firm principal’s rejection. In addition, the insurer must promptly return the customer’s funds at the customer’s request prior to the firm’s principal approval or upon the firm’s rejection of the application. The monies held in the bank account will be held in a suspense account within our general account and we may earn interest on amounts held in that suspense account. Owners will not be credited with any interest earned on amounts held in that suspense account. The monies in such suspense account may be subject to claims of our general creditors.

Allocation of Purchase Payments

Initial Purchase Payment(s)

Issuance of an Annuity represents our acceptance of an initial Purchase Payment. You may allocate your initial Purchase Payment(s) to any combination of Variable Investment Subaccounts and Index Strategies. Allocations must be made in whole percentages and must equal 100%.

You can elect on your application 1) to start your Index Strategies on the Issue Date, 2) defer the portion of your initial Purchase Payment you intend to allocate to any Index Strategy for 30 days or 3) defer your initial Purchase Payment to a specified date or 4) a date in the future. Upon receipt of all paperwork we require in Good Order and the initial Purchase Payment, if you elect to defer your allocation to the Index Strategies for 30 days, that portion of your initial Purchase Payment will be allocated to the Holding Account. The Account Value in the Holding Account will then be reallocated to the Index Strategies you selected on the application, using the Index Strategy rates in effect on the Issue Date. If you elect to defer to a specific date or date in the future, the portion of your initial Purchase Payment for the Index Strategies will be allocated to the Holding Account, or Variable Subaccounts of your choosing, and reallocated to the Index Strategies you select on the date provided, or when a request is made to the Annuities Service Center, using the current Index Strategy rates applicable at that time if more than 30 days from the Issue Date. If there is no Account Value allocated to the Holding Account, no transfer to the Index Strategies and/or the Variable Subaccounts will occur.

If the Index Effective Date is not a Valuation Day, the initial index value for the Index Effective Date will be the following Valuation Day that the Index is calculated and published.

An Index Effective Date can be any calendar date except February 29th.

If you choose to only allocate your initial Purchase Payment to Variable Investment Subaccounts and not elect allocation to the Index Strategies (either at contract issue or 30 days after), you can transfer to the Index Strategies at a future date of your choosing, which would then establish the Index Effective Date and subsequent Index Anniversary Date.

Subsequent Purchase Payment(s)

Subsequent Purchase Payments received on an Index Anniversary Date may be used to start a new Index Strategy. Subsequent Purchase Payment(s) received between an Index Strategy Start Date and Index Strategy End Date will be allocated to the Variable Investment Subaccounts as instructed by the Owner. If you do not provide any instructions, the subsequent Purchase Payment(s) will be placed in the Holding Account. The

Purchase Payment(s) may be transferred to an Index Strategy on the next Index Anniversary Date or may be transferred among the available Variable Investment Subaccounts at any time. See Reallocation/Transfer Guidelines in the “Managing Your Account Value” section below.

Holding Account. The Holding Account is the PSF PGIM Government Money Market Subaccount. The Holding Account will be used for additional Purchase Payments received between Index Anniversaries if you provided no other instructions for the Purchase Payment in any other available Variable Investment Subaccount. Since you may only allocate to the Index Strategies on Index Anniversaries, additional Purchase Payments will remain in the Holding Account (or Variable Investment Subaccount(s) of your choosing) until an Index Anniversary Date where they may be reallocated to the Index Strategies.

Rate Hold. Cap Rates, Participation Rates, and Step Rates will be held for 30 days from contract issue. This rate hold only applies if you chose to wait the 30 days to allocate to the Index Strategies.

Additional Purchase Payments: The minimum amount allocable to any Index Strategy is $2,000, and the minimum amount allocable to any Variable Investment Subaccount is $20. Currently you may make additional Purchase Payments, provided that the payment is at least $100 ($50 minimum for electronic funds transfer (“EFT”) purchases).

You may make additional Purchase Payments, at any time before the earlier of (i) the Annuity Date and (ii) the oldest Owner’s 86th birthday (the Annuitant’s 86th birthday, if the Annuity is owned by an entity). We will allow Purchase Payments at least prior to the first anniversary of the Issue Date regardless of the oldest Owner’s age, unless otherwise required by applicable law or regulation to maintain the tax status of the Annuity. No additional Purchase Payments are allowed if the Annuity is held as a Beneficiary Annuity. We will apply any additional Purchase Payment as of the Valuation Day that we receive it at our Service Office in Good Order. If you have not provided allocation instructions with an additional Purchase Payment, we will allocate the Purchase Payment to the Holding Account. We may limit, restrict, suspend or reject any additional Purchase Payments.

We reserve the right to limit, suspend or reject any additional Purchase Payment at any time, but would do so only on a non-discriminatory basis.

When you purchase the Annuity and determine the amount of your initial Purchase Payment, you should consider the fact that we may suspend, reject or limit additional Purchase Payments at some point in the future. Depending on the tax status of your Annuity (e.g., if you own the Annuity through an IRA), there may be annual contribution limits dictated by applicable law. Please see “Tax Considerations” for additional information on these contribution limits.

Additional Purchase Payments may also be limited if the total Purchase Payments under the Annuity and other Annuity equals or exceeds $1,000,000.00, as described in more detail in the “Initial Purchase Payment” section above. Should you request a transaction that would leave less than the minimum Variable Subaccount amount or the minimum Index Strategy amount, we may, to the extent permitted by law, add the balance of your Account Value in the applicable Allocation Option to the transaction and close out your balance in the Allocation Option.

RIGHT TO CANCEL

You may cancel (or “Free Look”) your Annuity for a refund by notifying us in Good Order or by returning the Annuity to our Service Office or to the representative who sold it to you within 10 days after you receive it (or such other period as may be required by applicable law). The Annuity can be mailed or delivered either to us, at our Service Office, or to the representative who sold it to you. Return of the Annuity by mail is effective on being postmarked, properly addressed and postage prepaid. If the Annuity is a replacement contract, you may cancel your Annuity using the same method within thirty days beginning on the date the contract is received by the owner, or any longer period as may be required by applicable law in the state where the contract is delivered or issued for delivery.

Subject to applicable law, the amount of the refund will equal the Account Value as of the Valuation Day we receive the returned Annuity at our Service Office or the cancellation request in Good Order, plus any fees or Tax Charges deducted from the Purchase Payment upon allocation to the Annuity or imposed under the Annuity, less any applicable federal and state income tax withholding. However, where we are required by applicable law to return Purchase Payments, we will return the greater of Account Value and Purchase Payments.

SCHEDULED PAYMENTS DIRECTLY FROM A BANK ACCOUNT

You can make additional Purchase Payments to your Annuity by authorizing us to deduct money directly from your bank account and applying it to your Annuity, unless the Annuity is held as a Beneficiary Annuity. No additional Purchase Payments are permitted if you have elected the Beneficiary Annuity. We may suspend or cancel electronic fund transfer privileges if sufficient funds are not available from the applicable financial institution on any date that a transaction is scheduled to occur. We may also suspend or cancel electronic fund transfer privileges if we have limited, restricted, suspended or terminated the ability of Owners to submit additional Purchase Payments.

Scheduled Transactions: Scheduled transactions include Systematic Withdrawals, Required Minimum Distributions, substantially equal periodic payments under Section 72(t)/72(q) of the Code, annuity payments and fees that are assessed daily as a percentage of the net assets of the Variable Investment Subaccounts. Scheduled transactions are processed and valued as of the date they are scheduled, unless the scheduled day is not a Valuation Day. In that case, the transaction will be processed and valued on the next Valuation Day, unless (with respect to Required Minimum Distributions, substantially equal periodic payments under Section 72(t)/72(q) of the Code, annuity payments and fees that are assessed daily as a percentage of the net assets of the Variable Investment Subaccounts only), the next Valuation Day falls in the subsequent calendar year, in which case the transaction will be processed and valued on the prior Valuation Day.

Unscheduled Transactions: “Unscheduled” transactions include any other non-scheduled transfers and requests for partial withdrawals or Charge Free Withdrawals or Surrenders. With respect to certain written requests to withdraw Account Value, we may seek to verify the requesting Owner’s signature. Specifically, we reserve the right to perform a signature verification for (a) any withdrawal exceeding a certain dollar amount and (b) a withdrawal exceeding a certain dollar amount if the payee is someone other than the Owner. In addition, we will not honor a withdrawal request in which the requested payee is the Financial Professional or agent of record. We reserve the right to request a signature guarantee with respect to a written withdrawal request. If we do perform a signature verification, we will pay the withdrawal proceeds within 7 days after the withdrawal request was received by us in Good Order, and will process the transaction in accordance with the discussion in “Processing and Valuing Transactions”

“Beneficiary” Annuity

You may purchase an Annuity if you are a Beneficiary of an account that was owned by a decedent, except in the event that the decedent’s account is an existing Prudential Beneficiary Annuity, subject to the following requirements. You may transfer the proceeds of the decedent’s account into the Annuity described in this prospectus and receive distributions that are required by the tax laws.

Upon purchase, the Annuity will be issued in the name of the decedent for your benefit. You must take required distributions at least annually, which we will calculate based on the applicable life expectancy in the year of the decedent’s death, using Table 1 in IRS Publication 590-B. We do not assess a CDSC (if applicable) on distributions from your Annuity if you are required by law to take such distributions from your Annuity at the time it is taken, provided the amount withdrawn is the amount we calculate and is paid out through a program of systematic withdrawals that we make available.

For IRAs and Roth IRAs, distributions must begin by December 31st of the year following the year of the decedent’s death. If you are the surviving spouse Beneficiary, distributions may be deferred until the decedent would have attained age 72. However, if you choose to defer distributions, you are responsible for complying with the distribution requirements under the Code, and you must notify us when you would like distributions to begin. For additional information regarding the tax considerations applicable to Beneficiaries of an IRA or Roth IRA, see “Required Distributions Upon Your Death for Qualified Annuity Contracts” in “Tax Considerations”.

For nonqualified Annuities, distributions must begin within one year of the decedent’s death. For additional information regarding the tax considerations applicable to Beneficiaries of a nonqualified Annuity see “Required Distributions Upon Your Death for Nonqualified Annuity Contracts” in “Tax Considerations”.

You may take withdrawals in excess of your required distributions; however such withdrawals may be subject to the Contingent Deferred Sales Charge. Any withdrawals you take count toward the required distribution for the year. All applicable charges will be assessed against your Annuity, such as the Total Insurance Charge.

The Annuity provides a Death Benefit upon death, and you may name “successors” who may receive the Death Benefit as a lump sum. Please note the following additional limitations for a Beneficiary Annuity:

▪No additional Purchase Payments are permitted. You may only make a one-time initial Purchase Payment transferred to us directly from another annuity or eligible account. You may not make your Purchase Payment as an indirect rollover or combine multiple assets or death benefits into a single contract as part of this Beneficiary Annuity.

▪You may not annuitize the Annuity; no annuity options are available.

▪You may participate only in the following programs: Systematic Withdrawals.

▪You may not assign or change ownership of the Annuity, and you may not change or designate another life upon which distributions are based. A Beneficiary Annuity may not be co-owned.

▪If the Annuity is funded by means of transfer from another Beneficiary Annuity with another company, we require that the sending company or the beneficial Owner provide certain information in order to ensure that applicable required distributions have been made prior to the transfer of the contract proceeds to us. We further require appropriate information to enable us to accurately determine future distributions from the Annuity. Please note we are unable to accept a transfer of another Beneficiary Annuity where taxes are calculated based on an exclusion amount or an exclusion ratio of earnings to original investment. We are also unable to accept a transfer of an annuity that has annuitized.

▪The beneficial Owner of the Annuity can be an individual, grantor trust, or, for an IRA or Roth IRA, an estate or a qualified trust. In general, a qualified trust (1) must be valid under state law; (2) must be irrevocable or became irrevocable by its terms upon the death of the IRA or Roth IRA Owner; and (3) the Beneficiaries of the trust who are Beneficiaries with respect to the trust’s interest in the Annuity must be identifiable from the trust instrument and must be individuals. A qualified trust may be required to provide us with a list of all Beneficiaries to the trust (including contingent and remainder Beneficiaries with a description of the conditions on their entitlement), all of whom must be individuals, as of September 30th of the year following the year of death of the IRA or Roth IRA Owner, or date of Annuity application if later. The trustee may also be required to provide a copy of the trust document upon request. If the beneficial Owner of the Annuity is a grantor trust, distributions must be based on the life expectancy of the grantor who is named as the Annuitant. If the beneficial Owner of the Annuity is a qualified trust, distribution options may be limited. In certain instances, we may allow distributions based on the life expectancy of a sole individual beneficiary under the trust if they qualify as an eligible designated beneficiary. Special rules and limitations may apply to qualified trusts with multiple beneficiaries.

▪If this Beneficiary Annuity is transferred to another company as a tax-free exchange with the intention of qualifying as a Beneficiary annuity with the receiving company, we may require certifications from the receiving company that required distributions will be made as required by law.

▪If you are transferring proceeds as Beneficiary of an annuity that is owned by a decedent, we must receive your transfer request at least 45 days prior to your first or next required distribution. If, for any reason, your transfer request impedes our ability to complete your required distribution by the required date, we will be unable to accept your transfer request.

Speculative Investing: Do not purchase the Annuity if you, anyone acting on your behalf, and/or anyone providing advice to you plan to use it for speculation, arbitrage, viatication or any other type of collective investment scheme now or at any time prior to termination of the Annuity. Your Annuity may not be traded on any stock exchange or secondary market. By purchasing the Annuity, you represent and warrant that you are not using the Annuity, or any of its optional benefits, for speculation, arbitrage, viatication or any other type of collective investment scheme.

Currently, we will not issue an Annuity, permit changes in ownership or allow assignments to certain ownership types, including but not limited to: corporations, partnerships and endowments. Further, we will only issue an Annuity, allow changes of ownership and/or permit assignments to certain ownership types if the Annuity is held exclusively for the benefit of the designated Annuitant. You may name as Owner of the Annuity a grantor trust with one grantor only if the grantor is designated as the Annuitant. You may name as Owner of the Annuity, subject to state availability, a grantor trust with two grantors only if the oldest grantor is designated as the Annuitant. We will not issue Annuity to grantor trusts with more than two grantors.

MANAGING YOUR ANNUITY

CHANGE OF OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS

In general, you may change the Owner, Annuitant and Beneficiary designations by sending us a request in Good Order which will be effective upon receipt at our Service Office. However, if the Annuity is held as a Beneficiary Annuity, the Owner may not be changed and you may not designate another Key Life upon which distributions are based.

As of the Valuation Day we receive an ownership change, including an assignment, any systematic investment or withdrawal programs will be canceled. The new Owner must submit the applicable program enrollment if they wish to participate in such a program. Where allowed by law, such changes will be subject to our acceptance. Any change we accept is subject to any transactions processed by us before we receive the notice of change at our Service Office. Some of the changes we will not accept include, but are not limited to:

▪a new Owner subsequent to the death of the Owner or the first of any co-Owners to die, except where a spouse-Beneficiary has become the Owner as a result of an Owner’s death;

▪a new Annuitant subsequent to the Annuity Date if the annuity option includes a life contingency;

▪a new Annuitant prior to the Annuity Date if the Owner is an entity;

▪a new Owner such that the new Owner is older than the age for which we would then issue the Annuity as of the effective date of such change, unless the change of Owner is the result of Spousal Continuation;

▪any permissible designation change if the change request is received at our Service Office after the Annuity Date;

▪a new Owner or Annuitant that is a certain ownership type, including but not limited to endowments, or grantor trusts with more than two grantors; and

▪a new Annuitant for an Annuity issued to a grantor trust where the new Annuitant is not the oldest grantor of the trust.

If there is a change of Owner or Annuitant, the Latest Annuity Date will be based on the age of the oldest Owner or Annuitant once the change is made. The Annuity Date must: (a) be on or after the Earliest Annuity Date and on or before the new Latest Annuity Date; and (b) must be consistent with applicable laws and regulations at the time.

Unless designated as "irrevocable", you may instruct us to change the Beneficiary. An irrevocable Beneficiary is one whose written consent is needed before you can change the Beneficiary or exercise certain other rights.

In general, you may change the Owner, Annuitant and Beneficiary designations as indicated above, and also may assign the Annuity. We will allow changes of ownership and/or assignments only if the Annuity is held exclusively for the benefit of the Annuitant, Joint Annuitant or Contingent Annuitant. We accept assignments of nonqualified Annuities only.

An Owner may seek to transfer ownership of the Annuity, subject to the interest of any assignee or Beneficiary of record. We assume no responsibility for the validity or tax consequences of any change of ownership.

We reserve the right to reject any proposed change of Owner, Annuitant, or Beneficiary, as well as any proposed assignment of the Annuity.

We will reject a proposed change where the proposed Owner, Annuitant, Beneficiary or assignee is any of the following:

▪a company(ies) that issues or manages viatical or structured settlements;

▪an institutional investment company;

▪an Owner with no insurable relationship to the Annuitant, Joint Annuitant, or Contingent Annuitant (a “Stranger-Owned Annuity” or “STOA”); or

▪a change in designation(s) that does not comply with or that we cannot administer in compliance with Federal and/or state law.

We will implement this right on a non-discriminatory basis and to the extent allowed by state law but are not obligated to process your request within any particular timeframe.

Death Benefit Upon Change of Owner or Annuitant. If there is a change of Owner or Annuitant, the Return of Purchase Payments Death Benefit will no longer apply to the new Owner or Annuitant and the amount of the Death Benefit will be equal to the Account Value on the date we receive Due Proof of Death unless otherwise specified in the “Death Benefits” section of the prospectus.

Spousal Designations

If an Annuity is co-owned by spouses, we do not offer Joint Tenants with Rights of Survivorship (JTWROS). Both owners would need to be listed as the primary beneficiaries for the surviving spouse to maintain the contract. Note that any division of your Annuity due to divorce will be treated as a

withdrawal and CDSC may apply. If CDSC is applicable, it cannot be divided between the Owner and the non-Owner ex-spouse. The non-Owner ex-spouse may decide whether he or she would like to use the withdrawn funds to purchase a new Annuity that is then available to new Owners. Please consult with your tax adviser regarding your personal situation if you will be transferring or dividing your Annuity pursuant to a divorce.

The federal and state tax law provisions applicable to an opposite sex spouse will also apply to a same sex spouse. Please note that a civil union or registered domestic partnership is generally not recognized as a marriage.

Please consult with your tax or legal adviser before electing any spousal benefits for a civil union partner or domestic partner.

Contingent Annuitant

Where the Annuity is held by a Custodial Account, an account established to hold retirement assets for the benefit of the natural person Annuitant pursuant to the provisions of Section 408(a) of the Code (or any successor Code section thereto) (“Custodial Account”) the Contingent Annuitant will not automatically become the Annuitant upon the death of the Annuitant. Upon the death of the Annuitant, the Death Benefit will be payable. If the Contingent Annuitant is the spouse, then the spouse may elect to receive the Death Benefit or continue the Annuity. If the Contingent Annuitant spouse elects to continue the Annuity, the Death Benefit payable will equal the Death Benefit described in the Spousal Continuation section of the Death Benefits section of this prospectus. See “Spousal Continuation of Annuity” in “Death Benefits” for more information about how the Annuity can be continued by a Custodial Account, including the amount of the Death Benefit.

Joint Annuitant

Generally, if a Nonqualified Annuity is owned by an entity and the entity has named a Joint Annuitant, the Death Benefit will payable upon the death of the first Annuitant. Unless we agree otherwise, the Annuity is only eligible to have a Joint Annuitant designation if the entity which owns the Annuity is (1) a plan described in Code Section 72(s)(5)(A)(i) (or any successor Code section thereto); or (2) an entity described in Code Section 72(u)(1) (or any successor Code Section thereto).

MANAGING YOUR ACCOUNT VALUE

REALLOCATIONS/TRANSFER GUIDELINES

You may transfer Account Value between Variable Investment Subaccounts at any time, subject to the restrictions outlined below. On each Index Anniversary Date, you may reallocate Account Value allocated to Variable Investment Subaccounts and any Index Strategy(ies) that has reached an Index Strategy End Date into any available Index Strategy.

You will receive a Reallocation Notice 30 days prior to your Index Anniversary Date. You must provide instructions for reallocation in Good Order (by any method allowable) no later than the Index Anniversary Date. The reallocation will be processed on the Index Anniversary Date. You will be able to make reallocation selections via mail, phone, or through online access.

You may not reallocate to an Index Strategy where the Index Strategy End Date is after your Maximum Annuity Date. If there is less than one year until the Maximum Annuity Date, reallocations can only be made to the Variable Investment Subaccounts. If you have not provided instructions for any Account Value in an Index Strategy that would extend beyond the Maximum Annuity Date, we will transfer that Account Value to the Holding Account using the Interim Value, if applicable.

The minimum required amount allocated to any Index Strategy is $2,000. The minimum required amount allocated to any Variable Investment Subaccount is $20.

You may transfer out of an Index Strategy before the Index Strategy End Date, but you will do so at the Interim Value of the Index Strategy. See “Interim Value” for more information. The funds transferred from an Index Strategy before the Index Strategy End Date may only be transferred to Variable Investment Subaccounts or the Holding Account. If you wish to transfer to another Index Strategy, after transferring to the Variable Investment Subaccounts or the Holding Account, you must wait until the next Index Anniversary Date.

The Interim Value rules do not apply in the following situations.


From Account	To Account	Any Time	Index Strategy End Date Only
Variable Investment Subaccount (including Holding Account)	Variable Investment Subaccount (including Holding Account)	X
Variable Investment Subaccount (including Holding Account)	Index Strategy		X
Index Strategy	Variable Investment Subaccount (including Holding Account)		X
Index Strategy	Index Strategy		X

Default Reallocations/Transfers

If you do not respond to the Reallocation Notice, any Index Strategy that has reached an Index Strategy End Date will automatically renew into the same Index Strategy. If the same Index Strategy is no longer available, the funds associated with the closed Index Strategy will be transferred to the Holding Account, where they may be allocated among the Variable Investment Subaccounts or into another Index Strategy on the next Index Anniversary Date.

We reserve the right to stop offering any Index Strategy at any time.

Restrictions on Transfers between Variable Investment Subaccounts

You may transfer Account Value between Variable Investment Subaccounts subject to the restrictions outlined below. Transfers are not subject to taxation on any gain.

Frequent transfers among Variable Subaccounts in response to short-term fluctuations in markets, sometimes called “market timing,” can make it very difficult for a Portfolio manager to manage a Portfolio’s investments. Frequent transfers may cause the Portfolio to hold more cash than otherwise necessary, disrupt management strategies, increase transaction costs, or affect performance. In light of the risks posed to Owners and other investors by frequent transfers, we reserve the right to limit the number of transfers in any Annuity Year for all existing or new Owners and to take the other actions discussed below. We also reserve the right to limit the number of transfers in any Annuity Year or to refuse any transfer request for an Owner or certain Owners if: (a) we believe that excessive transfer activity (as we define it) or a specific transfer request or group of transfer requests may have a detrimental effect on Unit Values or the share prices of the Portfolios; or (b) we are informed by a Portfolio (e.g., by the Portfolio’s Portfolio manager) that the purchase or redemption of shares in the Portfolio must be restricted because the Portfolio believes the transfer activity to which such purchase and redemption relates would have a detrimental effect on the share prices of the affected Portfolio. Without limiting the above, the most likely scenario where either of the above could occur would be if the aggregate amount of a trade or trades represented a relatively large proportion of the total assets of a particular Portfolio. In furtherance of our general authority to restrict transfers as described above, and without limiting other actions we may take in the future, we have adopted the following specific restrictions:

▪With respect to each Subaccount (other than the Holding Account), we track amounts exceeding a certain dollar threshold that were transferred into the Sub-account. If you transfer such amount into a particular Subaccount, and within 30 calendar days thereafter

transfer (the “Transfer Out”) all or a portion of that amount into another Subaccount, then upon the Transfer Out, the former Subaccount becomes restricted (the “Restricted Subaccount”). Specifically, we will not permit subsequent transfers into the Restricted Subaccount for 90 calendar days after the Transfer Out if the Restricted Subaccount invests in a non-international Portfolio, or 180 calendar days after the Transfer Out if the Restricted Subaccount invests in an international Portfolio. For purposes of this rule, we (i) do not count transfers made in connection with one of our systematic programs; (ii) do not count any transfer that solely involves the Holding Account; and (iii) do not categorize as a transfer the first transfer that you make after the Issue Date, if you make that transfer within 30 calendar days after the Issue Date. Even if an amount becomes restricted under the foregoing rules, you are still free to redeem the amount from your Annuity at any time.

▪We reserve the right to effect transfers on a delayed basis for all Annuities in accordance with our rules regarding frequent transfers. That is, we may price a transfer involving the Subaccounts on the Valuation Day subsequent to the Valuation Day on which the transfer request was received. Before implementing such a practice, we would issue a separate written notice to Owners that explains the practice in detail.

If we deny one or more transfer requests under the foregoing rules, we will inform you or your Financial Professional promptly of the circumstances concerning the denial.

There are owners of different variable annuity contracts that are funded through the same Separate Account that may not be subject to the above-referenced transfer restrictions and, therefore, might make more numerous and frequent transfers than Annuity Owners who are subject to such limitations. Finally, there are owners of other variable annuity contracts or variable life contracts that are issued by us as well as other insurance companies that have the same underlying mutual fund Portfolios available to them. Since some Owners are not subject to the same transfer restrictions, unfavorable consequences associated with such frequent trading within the underlying Portfolio (e.g., greater Portfolio turnover, higher transaction costs, or performance or tax issues) may affect all Owners. Similarly, while contracts managed by a Financial Professional are subject to the restrictions on transfers between Variable Investment Subaccounts that are discussed above, if the Financial Professional manages a number of contracts in the same fashion unfavorable consequences may be associated with management activity since it may involve the movement of a substantial portion of an underlying mutual fund's assets which may affect all Owners invested in the affected options. Apart from jurisdiction-specific and contract differences in transfer restrictions, we will apply these rules uniformly (including contracts managed by a Financial Professional) and will not waive a transfer restriction for any Owner.

Although our transfer restrictions are designed to prevent excessive transfers, they are not capable of preventing every potential occurrence of excessive transfer activity. The Portfolios have adopted their own policies and procedures with respect to excessive trading of their respective shares, and we reserve the right to enforce any such current or future policies and procedures. The prospectuses for the Portfolios describe any such policies and procedures, which may be more or less restrictive than the policies and procedures we have adopted. Under SEC rules, we are required to: (1) enter into a written agreement with each Portfolio or its principal underwriter or its transfer agent that obligates us to provide to the Portfolio promptly upon request certain information about the trading activity of individual Owners (including an Owner’s TIN number), and (2) execute instructions from the Portfolio to restrict or prohibit further purchases or transfers by specific Owners who violate the excessive trading policies established by the Portfolio. In addition, you should be aware that some Portfolios may receive “omnibus” purchase and redemption orders from other insurance companies or intermediaries such as retirement plans. The omnibus orders reflect the aggregation and netting of multiple orders from individual owners of variable insurance contracts and/or individual retirement plan participants. The omnibus nature of these orders may limit the Portfolios in their ability to apply their excessive trading policies and procedures. In addition, the other insurance companies and/or retirement plans may have different policies and procedures or may not have any such policies and procedures because of contractual limitations. For these reasons, we cannot guarantee that the Portfolios (and thus Annuity Owners) will not be harmed by transfer activity relating to other insurance companies and/or retirement plans that may invest in the Portfolios.

A Portfolio also may assess a short-term trading fee (also referred to as “redemption fee”) in connection with a transfer out of the Subaccount investing in that Portfolio that occurs within a certain number of days following the date of allocation to the Subaccount. Each Portfolio determines the amount of the short-term trading fee and when the fee is imposed. The fee is retained by or paid to the Portfolio and is not retained by us. The fee will be deducted from your Account Value, to the extent allowed by law. At present, no Portfolio has adopted a short-term trading fee.

FINANCIAL PROFESSIONAL PERMISSION TO FORWARD TRANSACTION INSTRUCTIONS

If you have provided the necessary authorization on the application for your Annuity, the individual who signed the application for your Annuity may forward instructions regarding the allocation of your Account Value, and request financial transactions involving Variable Investment Subaccounts and Index Strategies. We refer to this person as your Financial Professional. We will follow all instructions received from authorized persons in the order in which we receive them. If your Financial Professional has this authority, we deem that all such transactions that are directed by your Financial Professional, as applicable, with respect to your Annuity have been authorized by you. You will receive a confirmation of any financial transaction involving your Annuity. You must contact us immediately if and when you revoke such authority. We will not be responsible for acting on instructions from your Financial Professional until we receive notification of the revocation of such person's authority. We may also suspend, cancel or limit these authorizations at any time. In addition, we may restrict the Variable Investment Subaccounts and Index Strategies available for transfers or allocation of Purchase Payments by such Financial Professional. We will notify you and your Financial Professional if we implement any such restrictions or prohibitions.

Please Note: Contracts managed by your Financial Professional also are subject to the restrictions on transfers between Variable Investment Subaccounts that are discussed in the section below titled “Restrictions on Transfers Between Variable Investment Subaccounts.” We may also

require that your Financial Professional transmit all financial transactions using the electronic trading functionality available through www.prudential.com. Limitations that we may impose on your Financial Professional under the terms of an administrative agreement (e.g., a custodial agreement) do not apply to financial transactions requested by an Owner on his or her own behalf, except as otherwise described in this prospectus.

ACCESS TO ACCOUNT VALUE

TYPES OF DISTRIBUTIONS AVAILABLE TO YOU

During the Savings Stage you can access your Account Value through partial withdrawals, systematic withdrawals, and where required for tax purposes, Required Minimum Distributions. You can also surrender your Annuity at any time. Depending on your instructions, we may deduct a portion of the Account Value being withdrawn or surrendered as a CDSC. If you surrender your Annuity, in addition to any CDSC, we may deduct any Tax Charge that applies. If a withdrawal is taken from an Index Strategy before the Index Strategy End Date, the withdrawal will be based on the Interim Value. See “Interim Value” for more information. Certain amounts may be available to you each Annuity Year that are not subject to a CDSC. These are called “Charge Free Withdrawals.” Unless you notify us differently as permitted, partial withdrawals will be deducted first from any Variable Investment Subaccounts on a pro-rata basis. Only when the Variable Investment Subaccounts have been depleted will any remaining withdrawal amount be deducted from the Index Strategies, also on a pro-rata basis. The Owner can also request self-directed withdrawals from Variable Investment Subaccounts and Index Strategies of their choosing. Each of these types of distributions is described more fully below.

PARTIAL WITHDRAWALS AND INTERIM VALUE OF INDEX STRATEGIES

Any time a partial withdrawal occurs between Index Strategy Start and End Dates, the Index Strategy Base will be reduced in the same proportion that the total withdrawal reduced the Interim Value. A proportional reduction in your Index Strategy Base could be larger than the dollar amount of the withdrawal when the Index Strategy Base is greater than the Interim Value. Here are examples where the Index Strategy Base is less than the Interim Value and then exceeds the Interim Value:

Example 1:

Index Strategy Start Date: 9/1/2019

Index Strategy Base: $50,000

Withdrawal Date: 3/1/2020

Interim Value: $70,000

Withdrawal: $50,000 gross

Withdrawal divided by Interim Value: $50,000 / $70,000 = 71.429%

Index Strategy Base Adjustment Amount: $50,000 x 71.429% = $35,714.29

Index Strategy Base after Withdrawal: $50,000 - $35,714.29 = $14,285.71

Example 2:

Index Strategy Base: $14,285.71

Withdrawal Date: 5/1/2020

Interim Value: $14,000

Withdrawal: $14,000 gross

Withdrawal divided by Interim Value: $14,000 / $14,000 = 100%

Index Strategy Base Adjustment Amount: $14,285.71 x 100% = $14,285.71

Index Strategy Base after Withdrawal: $0

TAX IMPLICATIONS FOR DISTRIBUTIONS FROM NONQUALIFIED ANNUITY

Prior to Annuitization

For federal income tax purposes, a distribution prior to Annuitization is deemed to come first from any “gain” in your Annuity and second as a return of your “cost basis”, if any. Distributions from your Annuity are generally subject to ordinary income taxation on the amount of any investment gain unless the distribution qualifies as a non-taxable exchange or transfer. If you take a distribution prior to the taxpayer’s age 591/2, you may be subject to a 10% tax in addition to ordinary income taxes on any gain. You may wish to consult a professional tax adviser for advice before requesting a distribution.

During Annuitization

During Annuitization, a portion of each annuity payment is taxed as ordinary income at the tax rate you are subject to at the time of the payment. The Code and regulations have “exclusionary rules” that we use to determine what portion of each annuity payment should be treated as a return of any cost basis you have in your Annuity. Once the cost basis in your Annuity has been distributed, the remaining annuity payments are taxable as ordinary income. The cost basis in your Annuity may be based on the cost basis from a prior contract in the case of a Section 1035 exchange or other qualifying transfer.

There may also be tax implications on distributions from qualified Annuities. See “Tax Considerations” for information about qualified Annuities and for additional information about nonqualified Annuities.

CHARGE FREE WITHDRAWAL AMOUNTS

The Charge Free Withdrawal amount is the amount that can be withdrawn from your Annuity each Annuity Year without the application of any CDSC. The Charge Free Withdrawal amount during each Annuity Year is equal to 10% of all Purchase Payments that are currently subject to a CDSC. Withdrawals made within an Annuity Year reduce the Charge Free Withdrawal amount available for the remainder of the Annuity Year. If you do not make a Charge Free Withdrawal during an Annuity Year, you are not allowed to carry over the Charge Free Withdrawal amount to the next Annuity Year.

▪The Charge Free Withdrawal amount is not available if you choose to surrender your Annuity. Amounts withdrawn as a Charge Free Withdrawal do not reduce the amount of CDSC that may apply upon a subsequent withdrawal or surrender of your Annuity.

▪You can also make partial withdrawals in excess of the Charge Free Withdrawal amount. The minimum partial withdrawal you may request is $100.

Example. This example assumes that no withdrawals have previously been taken.

On January 3rd, to purchase your Annuity, you make an initial Purchase Payment of $25,000.

On January 3rd of the following calendar year, you make a subsequent Purchase Payment to your Annuity of $10,000.

•Because in Annuity Year 1 your initial Purchase Payment of $25,000 is still within the CDSC schedule (see “Annuity Owner Transaction Expenses”), your Charge Free Withdrawal amount in Annuity Year 1 equals $25,000 × 0.10, or $2,500.

•Because in Annuity Year 2 both your initial Purchase Payment of $25,000 and your subsequent Purchase Payment of $10,000 are still within the CDSC schedule (see “Annuity Owner Transaction Expenses”), your Charge Free Withdrawal amount in Annuity Year 2 equals $25,000 × 0.10, plus $10,000 × 0.10, or $2,500 + $1,000 for a total of $3,500.

To determine if a CDSC applies to partial withdrawals, we first determine if you have previously withdrawn all Purchase Payments. If so, no CDSC applies. If you have not previously withdrawn all Purchase Payments, we:

1.First determine what, if any, amounts qualify as a Charge Free Withdrawal. These amounts are not subject to the CDSC.

2.Next determine what, if any, remaining amounts are in excess of the Charge Free Withdrawal amount. These amounts will be treated as withdrawals of Purchase Payments, as described in “Fees, Charges and Deductions – Contingent Deferred Sales Charge (“CDSC”)” earlier in this prospectus. These amounts may be subject to the CDSC. Purchase Payments are withdrawn on a first-in, first-out basis.

3.Withdraw any remaining amounts from other Surender Value.

Your withdrawal will include the amount of any applicable CDSC. You can request a partial withdrawal as either a “gross” or “net” withdrawal. In a “gross” withdrawal, you request a specific withdrawal amount, with the understanding that the amount you actually receive is reduced by any applicable CDSC or tax withholding. Therefore, you may receive less than the dollar amount you specify. In a “net” withdrawal, you request a withdrawal for an exact dollar amount, with the understanding that any applicable deduction for CDSC or tax withholding is taken from your remaining Account Value. Therefore, a larger amount may be deducted from your Account Value than the amount you specify. If you do not provide instruction on how you want the withdrawal processed, we will process the withdrawal as a gross withdrawal. We will deduct the partial withdrawal from your Account Value in accordance with your instructions.

SYSTEMATIC WITHDRAWALS DURING THE SAVINGS STAGE

Our systematic withdrawal program is an administrative program designed for you to withdraw a specified amount from your Annuity on an automated basis at the frequency you select. This program is available to you at no additional charge. We may cease offering this program or change the administrative rules related to the program at any time on a non-discriminatory basis.

You may not have a systematic withdrawal program, as described in this section, if you are receiving substantially equal periodic payments under Sections 72(t) and 72(q) of the Code or Required Minimum Distributions.

You may terminate your systematic withdrawal program at any time. Ownership changes to, and assignment of, your Annuity will terminate any systematic withdrawal program on the Annuity as of the effective date of the change or assignment. Requesting partial withdrawals while you have a systematic withdrawal program may also terminate your systematic withdrawal program as described below.

Systematic withdrawals can be made from your Account Value allocated to the Variable Investment Subaccounts or Index Strategies. Please note that systematic withdrawals may be subject to any applicable CDSC. We will determine whether a CDSC applies and the amount in the same way as we would for a partial withdrawal. In addition, systematic withdrawals taken from an Index Strategy before the Index Strategy End Date will be based on the Interim Value. Please see “Interim Value” for more information. Any time a systematic withdrawal occurs before the Index Strategy End Date, the Index Strategy Base will also be reduced in the same proportion that the total withdrawal reduced the Interim Value.

The minimum amount for each systematic withdrawal is $100. If any scheduled systematic withdrawal is for less than $100 (which may occur under a program that provides payment of an amount equal to the earnings in your Annuity for the period requested), we may postpone the withdrawal and add the expected amount to the amount that is to be withdrawn on the next scheduled systematic withdrawal.

In the absence of instructions, systematic withdrawals will be taken on a pro-rata basis from all Variable Investment Subaccounts until the Variable Investment Subaccounts have been depleted, and then they will be taken pro-rata from all the Index Strategies.

SYSTEMATIC WITHDRAWALS UNDER SECTIONS 72(t)/72(q) OF THE INTERNAL REVENUE CODE

If your Annuity is used as a funding vehicle for certain retirement plans that receive special tax treatment under Sections 401, 403(b), 408 or 408A of the Code, Section 72(t) of the Code may provide an exception to the 10% additional tax on distributions made prior to age 591/2 if you elect to receive distributions as a series of “substantially equal periodic payments.” For Annuities issued as nonqualified Annuities, the Code may provide a similar exemption from additional tax under Section 72(q) of the Code. Systematic withdrawals under Sections 72(t)/72(q) may be subject to a CDSC. In addition, systematic withdrawals under Sections 72(t)/72(q) taken from an Index Strategy before the Index Strategy End Date will be based on the Interim Value. Please see “Interim Value” for more information. Any time a systematic withdrawal occurs before the Index Strategy End Date, the Index Strategy Base will also be reduced in the same proportion that the total withdrawal reduced the Interim Value. To request a program that complies with Sections 72(t)/72(q), you must provide us with certain required information in writing on a form acceptable to us. We may require advance notice to allow us to calculate the amount of 72(t)/72(q) withdrawals. There is no minimum Surrender Value we require to allow you to begin a program for withdrawals under Sections 72(t)/72(q). The minimum amount for any such withdrawal is $100 and payments may be made monthly, quarterly, semi-annually or annually.

You may also annuitize your Annuity and begin receiving payments for the remainder of your life (or life expectancy) as a means of receiving income payments before age 591/2 that are not subject to the 10% additional tax.

Please note that if a withdrawal under Sections 72(t) or 72(q) is scheduled to be effected between the last Valuation Day prior to December 25th and December 31st of a given year, then we will implement the withdrawal on the last Valuation Day prior to December 25th of that year.

REQUIRED MINIMUM DISTRIBUTIONS

Required Minimum Distributions are a type of systematic withdrawal we allow to meet distribution requirements under Sections 401, 403(b) or 408 of the Code. Required Minimum Distribution rules do not apply to Roth IRAs during the Owner’s lifetime. Under the Code, you may be required to begin receiving periodic amounts from your Annuity. In such case, we will allow you to make systematic withdrawals in amounts that satisfy the minimum distribution rules under the Code. We do not assess a CDSC (if applicable) on Required Minimum Distributions from your Annuity if you are required by law to take such Required Minimum Distributions from your Annuity at the time it is taken, provided the amount withdrawn is the amount we calculate as the Required Minimum Distribution and is paid out through a program of systematic withdrawals that we make available. However, a CDSC (if applicable) may be assessed on that portion of a systematic withdrawal that is taken to satisfy the Required Minimum Distribution rules in relation to other savings or investment plans under other qualified retirement plans. In addition, Required Minimum Distribution withdrawals taken from an Index Strategy before the Index Strategy End Date will be based on the Interim Value. Please see “Interim Value” for more information. Any time a Required Minimum Distribution withdrawal occurs before the Index Strategy End Date, the Index Strategy Base will also be reduced in the same proportion that the total withdrawal reduced the Interim Value.

The amount of the Required Minimum Distribution for your particular situation may depend on other Annuity, savings or investments. We will only calculate the amount of your Required Minimum Distribution based on the value of your Annuity. We require three (3) days advance written notice to calculate and process the amount of your payments. You may elect to have Required Minimum Distributions paid out monthly, quarterly, semi-annually or annually. The $100 minimum amount that applies to systematic withdrawals applies to monthly Required Minimum Distributions but does not apply to Required Minimum Distributions taken out on a quarterly, semi-annual or annual basis.

If you choose to take your Required Minimum Distribution from this Annuity, unless we receive other instructions from you, we will take each Required Minimum Distribution first pro-rata from the Variable Investment Sub-Accounts in which your Account Value is allocated. Once the Account Value in all Variable Investment Sub-Accounts has been depleted, we will deduct any remaining Required Minimum Distribution pro-rata from the Index Strategy in which you have Account Value allocated. If the amount of the Required Minimum Distribution reduces your Account Value below $2,000, we may treat the distribution as a full Surrender of the Annuity. After the Annuity Date, we will view the annuity payments as your Required Minimum Distributions with respect to the Annuity.

You may also annuitize your Annuity and begin receiving payments for the remainder of your life (or life expectancy) as a means of receiving income payments and satisfying the Required Minimum Distribution rules under the Code.

In any year in which the requirement to take Required Minimum Distributions is suspended by law, we reserve the right, in our sole discretion and regardless of any position taken on this issue in a prior year, to treat any amount that would have been considered as a Required Minimum Distribution if not for the suspension as eligible for treatment as described herein.

Please note that if a Required Minimum Distribution is scheduled to be effected between the last Valuation Day prior to December 25th and December 31st of a given year, then we will process the Required Minimum Distribution on the last Valuation Day prior to December 25th of that year.

See “Tax Considerations” for a further discussion of Required Minimum Distributions.

Medically-Related Surrenders & Death Benefits: Medically-Related Surrender requests and Death Benefit claims require our review and evaluation before processing. We price such transactions as of the date we receive at our Service Office in Good Order all supporting documentation we require for such transactions.

We generally pay any early withdrawal request or death benefit claims from the Separate Account within 7 days of our receipt of your request in Good Order at our Service Office.

SURRENDERS

SURRENDER VALUE

During the Savings Stage you can surrender your Annuity at any time and will receive the Surrender Value. Upon surrender of your Annuity, you will no longer have any rights under the surrendered Annuity. Your Surrender Value is equal to the Account Value less any applicable CDSC, and any applicable Tax Charges.

We apply as a threshold, in certain circumstances, a minimum Surrender Value of $2,000. We will not allow you to take any withdrawals that would cause your Annuity’s Account Value, after taking the withdrawal, to fall below the minimum Surrender Value. See “Annuity Options” later in this prospectus for information on the impact of the minimum Surrender Value at Annuitization.

Your Surrender Value taken from an Index Strategy before the Index Strategy End Date will be based on the Interim Value. Please see “Interim Value” for more information.

MEDICALLY-RELATED SURRENDERS

Where permitted by law, you may request to surrender all or part of your Annuity prior to the Annuity Date without application of any otherwise applicable CDSC upon occurrence of a medically-related “Contingency Event” as described below (a “Medically-Related Surrender”). The availability and requirements of such a surrender and waiver may vary by state.

If you request a full surrender under the Medically Related Surrender provision, the amount payable will be your Account Value as of the date we receive, in Good Order, your request to surrender your Annuity. For a Medically-Related Surrender taken from an Index Strategy before the Index Strategy End Date, the surrender will be based on the Interim Value. Although a CDSC will not apply to qualifying Medically-Related Surrenders, please be aware that a withdrawal from the Annuity before you have reached age 59½ may be subject to a 10% additional tax and other tax consequences – see “Tax Considerations” later in this prospectus.

This waiver of any applicable CDSC is subject to our rules in place at the time of your request, which currently include but are not limited to the following:

▪If the Owner is an entity, the Annuitant must have been named or any change of Annuitant must have been accepted by us, prior to the “Contingency Event” described below in order to qualify for a Medically-Related Surrender;

▪If the Owner is an entity, the Annuitant must be alive as of the date we pay the proceeds of such surrender request;

▪If the Owner is one or more natural persons, all such Owners must also be alive at such time;

▪We must receive satisfactory proof of the Owner’s (or the Annuitant’s if entity-owned) confinement in a Medical Care Facility or Fatal Illness in writing on a form satisfactory to us;

▪No additional Purchase Payments can be made to the Annuity; and

▪Proceeds will only be sent by check or electronic fund transfer directly to the Owner.

We reserve the right to impose a maximum amount of a Medically-Related Surrender (equal to $500,000), but we do not currently impose that maximum. That is, if the amount of a partial medically-related withdrawal request, when added to the aggregate amount of Medically-Related Surrenders you have taken previously under the Annuity and any other Annuity we and/or our affiliates have issued to you exceeds that maximum amount, we reserve the right to treat the amount exceeding that maximum as not an eligible Medically-Related Surrender. A “Contingency Event” occurs if the Owner (or Annuitant if entity-owned) is:

▪first confined in a “Medical Care Facility” after the Issue Date and while the Annuity is in force, remains confined for at least 90 consecutive days, and remains confined on the date we receive the Medically-Related Surrender request at our Service Office; or

▪first diagnosed as having a “Fatal Illness” after the Issue Date and while the Annuity is in force. We may require a second or third opinion by a licensed physician chosen by us regarding a diagnosis of Fatal Illness. We will pay for any such second or third opinion.

“Fatal Illness” means a condition (a) diagnosed by a licensed physician; and (b) that is expected to result in death within 24 months after the diagnosis in 80% of the cases diagnosed with the condition. “Medical Care Facility” means a facility operated and licensed pursuant to the laws of any United States jurisdiction providing medically necessary in-patient care, which is (a) prescribed by a licensed physician in writing; (b) recognized as a general hospital or long-term care facility by the proper authority of the United States jurisdiction in which it is located; (c) recognized as a general hospital by the Joint Commission on the Accreditation of Hospitals; and (d) certified as a hospital or long-term care facility; OR (e) a nursing home licensed by the United States jurisdiction in which it is located and offers the services of a Registered Nurse (RN) or Licensed Practical Nurse (LPN) 24 hours a day that maintains control of all prescribed medications dispensed and daily medical records. This waiver is not currently available in California and Massachusetts.

ANNUITY OPTIONS

Annuitization involves converting your Account Value to an annuity payment stream, the length of which depends on the terms of the applicable annuity option. Thus, once annuity payments begin, your death benefit, if any, is determined solely under the terms of the applicable annuity payment option. We currently make annuity options available that provide fixed annuity payments only. Fixed annuity payments provide the same amount with each payment. You must annuitize your entire Account Value; partial Annuitizations are not allowed. If you annuitize between Index Anniversary Dates, your annuity payments taken from an Index Strategy before the Index Strategy End Date will be based on the Interim Value. See “Interim Value” for more information.

You have a right to choose your annuity start date, provided that it is no later than the first day of the calendar month next following the 95th birthday of the oldest of any Owner and Annuitant whichever occurs first, the Maximum Annuity Date, and no earlier than the earliest permissible Annuity Date. Your choice of Annuity Date and Annuity Option may be limited, depending on your use of the Annuity. If you do not request an earlier Annuity Date in writing, then your Annuity Date will be the Latest Annuity Date. You may choose one of the annuity options described below, and the frequency of annuity payments. Certain annuity options and/or periods certain may not be available, depending on the age of the Annuitant. If a CDSC is still remaining on your Annuity, any period certain must be at least 10 years (or the maximum period certain available, if life expectancy is less than 10 years). You may change your choices up to 30 days before the Annuity Date. We must receive your request in Good Order.

If needed, we will require proof in Good Order of the Annuitant’s age before commencing annuity payments. Likewise, we may require proof in Good Order that an Annuitant is still alive, as a condition of our making additional annuity payments while the Annuitant lives. We will seek to recover any life income annuity payments that we made after the death of the Annuitant.

On the Annuity Date we apply the Account Value, less any applicable Tax Charges, to the Annuity Option you select. If you have not selected an Annuity Option, the default Annuity Option will be Option 1 with a certain period of 120 months (but not to exceed the life expectancy of the Annuitant at the time the Annuity Option becomes effective, as computed under applicable IRS tables).

If the initial annuity payment would be less than $100, we will not allow you to annuitize (except as otherwise specified by applicable law). Instead, we will pay you your current Account Value in a lump sum and terminate your Annuity. Similarly, we reserve the right to pay your Account Value in a lump sum, rather than allow you to annuitize, if the Surrender Value of your Annuity is less than $2,000 on the Annuity Date.

Once annuity payments begin, your death benefit, if any, is determined solely under the terms of the applicable annuity payment option and you may no longer receive the Death Benefits as described below. See the “Death Benefits” section of this prospectus.

Please note that you may not annuitize under one of the Fixed Annuity Options within the first three Annuity Years (except as otherwise specified by applicable law).

For Beneficiary Annuity, no annuity payments are available and all references to Annuity Date are not applicable.

Fixed Annuity Options

We currently make annuity options available that provide fixed annuity payments only.

Option 1

Life Income Annuity Option with a Period Certain - Under this option, income is payable equally monthly, quarterly, semiannually, or annually for the Annuitant’s life or a period certain, subject to our then current rules, whichever is longer. Should the Owner or Annuitant die before the end of the period certain, the remaining period certain payments are paid to any surviving Owner, or if there is no surviving Owner, the named Beneficiary, or your estate if no Beneficiary is named, until the end of the period certain. If an annuity option is not selected by the Annuity Date, this is the option we will automatically select for you. We will use a period certain of 10 years, or a shorter duration if the Annuitant’s life expectancy at the time the annuity option becomes effective, as computed under applicable IRS tables, is less than 10 years. In addition, for qualified annuities, the period certain option may be limited to 10 years or less depending on the circumstances. If in these instances the duration of the period certain is prohibited by applicable law, then we will pay you a lump sum in lieu of this option.

Option 2

Joint Life Annuity Option - Under the joint lives option, income is payable monthly, quarterly, semiannually, or annually, as you choose, during the joint lifetime of two Annuitants, ceasing with the last payment prior to the death of the second to die of the two Annuitants. No minimum number of payments is guaranteed under this option. It is possible that only one payment will be payable if the death of all the Annuitants occurs before the date the second payment was due, and no other payments or death benefits would be payable.

Other Annuity Options We May Make Available

At the Annuity Date, we may make available other annuity options not described above. However, Options 1 and 2 above will always remain available. The additional options we currently offer are:

▪Life Annuity Option. We currently make available an annuity option that makes payments for the life of the Annuitant. Under that option, income is payable monthly, quarterly, semiannually, or annually, as you choose, until the death of the Annuitant. No additional annuity payments are

made after the death of the Annuitant. No minimum number of payments is guaranteed. It is possible that only one payment will be payable if the death of the Annuitant occurs before the date the second payment was due, and no other payments nor death benefits would be payable.

▪Joint Life Annuity Option with a Period Certain. Under this option, income is payable monthly, quarterly, semiannually, or annually for the number of years selected (the “period certain”), subject to our current rules, and thereafter during the joint lifetime of two Annuitants, ceasing with the last payment prior to the death of the second to die of the two Annuitants. If the Annuitants’ joint life expectancy is less than the period certain, we will institute a shorter period certain, determined according to applicable IRS tables. Should the two Annuitants die before the end of the period certain, the remaining period certain payments are paid to any surviving Owner, or if there is no surviving Owner, the named Beneficiary, or to your estate if no Beneficiary is named, until the end of the period certain.

▪Annuity Payments for a Period Certain: Under this option, we will make equal payments for the period chosen (the “period certain”), up to 25 years (but not to exceed the life expectancy of the Annuitant at the time the annuity option becomes effective, as computed under applicable IRS tables). The annuity payments may be made equally monthly, quarterly, semiannually, or annually, as you choose, for the fixed period. If the Owner dies before the end of the period certain, payments will continue to any surviving Owner, or if there is no surviving Owner, the named Beneficiary or your estate if no Beneficiary is named for the remainder of the period certain.

For qualified annuities, the period certain option may be limited to 10 years or less depending on the circumstances. We reserve the right to cease offering any of these other annuity options. If we do so, we will amend this prospectus to reflect the change. We reserve the right to make available other annuity options. If there is a misstatement of age or sex on which life annuity rates are calculated and we have to make a correction/adjustment to prior payments, we will use an interest rate of 6% to remedy any underpayments and, for overpayments, 6% will be deducted from future amounts payable by us under your Annuity.

TAX CONSIDERATIONS

The tax considerations associated with an Annuity vary depending on whether the Annuity is (i) owned by an individual or non-natural person, and not associated with a tax-favored retirement plan, or (ii) held under a tax-favored retirement plan. We discuss the tax considerations for these categories of Annuities below. The discussion is general in nature and describes only federal income tax law. We generally do not describe state, local, foreign or other federal tax laws. It is based on current law and interpretations which may change. The information provided is not intended as tax advice. The federal income tax treatment of the Annuity is unclear in certain circumstances, and you should always consult a qualified tax adviser regarding the application of law to individual circumstances. Generally, the cost basis in an Annuity is the amount you pay into your Annuity, or into an annuity exchanged for your Annuity, on an after-tax basis less any withdrawals of such payments. Cost basis for a tax-favored retirement plan is provided only in limited circumstances, such as for contributions to a Roth IRA or nondeductible contributions to a traditional IRA. We do not track cost basis for tax-favored retirement plans, which is the responsibility of the Owner.

On advisory products, you may establish an advisory fee deduction program for a qualified or non-qualified Annuity with no living benefit such that charges for investment advisory fees are not taxable to the Annuity Owner. Please note that there are additional requirements that must be satisfied in order for investment advisory fee charges paid from a non-qualified Annuity to be treated as not taxable. Charges for investment advisory fees that are taken from a qualified or non-qualified Annuity with a living benefit are treated as a partial withdrawal from the Annuity and will be tax reported as such to the Annuity Owner.

The discussion below generally assumes that the Annuity is issued to the Annuity Owner. For Annuities issued under the Beneficiary Continuation Option or as a Beneficiary Annuity, refer to the Taxes Payable by Beneficiaries for a Nonqualified Annuity and Required Distributions Upon Your Death for Qualified Annuities sections below.

NONQUALIFIED ANNUITIES

In general, as used in this prospectus, a Nonqualified Annuity is owned by an individual or non-natural person and is not associated with a tax-favored retirement plan.

Taxes Payable by You

We believe the Annuity is an Annuity for tax purposes. Accordingly, as a general rule, you should not pay any tax until you receive money under the Annuity. Generally, an Annuity issued by the same company (and affiliates) to you during the same calendar year must be treated as one Annuity for purposes of determining the amount subject to tax under the rules described below. We treat advisory fee payments as an expense of the Annuity and not a taxable distribution if your non-qualified Annuity satisfies the requirements of a Private Letter Ruling issued to us by the Internal Revenue Services (“IRS”). In accordance with the PLR, advisory fee payments from your non-qualified Annuity are treated as an expense as long as your advisor attests to us that the PLR requirements have been met, including that the advisory fees will not exceed 1.5% of the Annuity’s cash value and the Annuity only pays the advisor for fees related to investment advice and no other services. The PLR does not generally allow such favorable tax treatment of advisory fee payments where a commission is also paid on the Annuity.

It is possible that the IRS could assert that some or all of the charges for the optional living or death benefits under the Annuity should be treated for federal income tax purposes as a partial withdrawal from the Annuity. If this were the case, the charge for this benefit could be deemed a withdrawal and treated as taxable income to the extent there are earnings in the Annuity. Additionally, for Owners under age 59 ½, the taxable income attributable to the charge for the benefit could be subject to an additional tax. If the IRS determines that the charges for one or more benefits under the Annuity are taxable withdrawals, then the sole or surviving Owner will be provided with a notice from us describing available alternatives regarding these benefits.

Taxes on Withdrawals and Surrender Before Annuity Payments Begin

If you make a withdrawal from your Annuity or surrender it before annuity payments begin, the amount you receive will be taxed as ordinary income, rather than as a return of cost basis, until all gain has been withdrawn. At any time there is no gain in your Annuity, payments will be treated as a nontaxable return of cost basis until all cost basis has been returned. After all cost basis is returned, all subsequent amounts will be taxed as ordinary income. An exception to this treatment exists for contracts purchased prior to August 14, 1982. Withdrawals are treated as a return of cost basis in the Annuity first until Purchase Payments made before August 14, 1982 are withdrawn. Moreover, income allocable to Purchase Payments made before August 14, 1982 is not subject to the 10% additional tax.

You will generally be taxed on any withdrawals from the Annuity while you are alive even if the withdrawal is paid to someone else. Withdrawals under any of the optional living benefits or as a systematic payment are taxed under these rules. If you assign or pledge all or part of your Annuity as collateral for a loan, the part assigned generally will be treated as a withdrawal and subject to income tax to the extent of gain. If the entire Account Value is assigned or pledged, subsequent increases in the Account Value are also treated as withdrawals for as long as the assignment or pledge remains in place. The cost basis is increased by the amount includible in income with respect to such assignment or pledge. If you transfer your Annuity for less than full consideration, such as by gift, you will also trigger tax on any gain in the Annuity. This rule does not apply if you transfer the Annuity to your spouse or under most circumstances if you transfer the Annuity incident to divorce.

If you choose to receive payments under an interest payment option, or a Beneficiary chooses to receive a death benefit under an interest payment option, that election will be treated, for tax purposes, as surrendering your Annuity and will immediately subject any gain in the Annuity to income tax.

Taxes on Annuity Payments

If you select an annuity payment option as described in the Access to Account Value section earlier in this prospectus, a portion of each annuity payment you receive will be treated as a partial return of your cost basis and will not be taxed. The remaining portion will be taxed as ordinary income. Generally, the nontaxable portion is determined by multiplying the annuity payment you receive by a fraction, the numerator of which is your cost basis (less any amounts previously received tax-free) and the denominator of which is the total expected payments under the Annuity. After the full amount of your cost basis has been recovered tax-free, the full amount of the annuity payments will be taxable. If annuity payments stop due to the death of the Annuitant before the full amount of your cost basis has been recovered, a tax deduction may be allowed for the unrecovered amount. Under the Tax Cuts and Jobs Act of 2017, this deduction is suspended until after 2025.

If your Account Value is reduced to zero but the Annuity remains in force due to a benefit provision, further distributions from the Annuity will be reported as annuity payments, using an exclusion ratio based upon the undistributed cost basis in the Annuity and the total value of the anticipated future payments until such time as all cost basis has been recovered.

Maximum Annuity Date

You must commence annuity payments no later than the first day of the calendar month following the maximum Annuity Date for your Annuity. Upon reaching the maximum Annuity Date you can no longer make Purchase Payments, surrender, exchange, or transfer your contract. The maximum Annuity Date may be the same as the Latest Annuity Date as described elsewhere in this prospectus. For some of our Annuities, you can choose to defer the Annuity Date beyond the default or Latest Annuity Date, as applicable, described in your Annuity. However, the IRS may not then consider your Annuity to be an Annuity under the tax law.

Please refer to your Annuity contract for the maximum Annuity Date.

Partial Annuitization

We do not currently permit partial annuitization.

Medicare Tax on Net Investment Income

The Code includes a Medicare tax on investment income. This tax assesses a 3.8% surtax on the lesser of (1) net investment income or (2) the excess of “modified adjusted gross income” over a threshold amount. The “threshold amount” is $250,000 for married taxpayers filing jointly or qualifying widow(er) with dependent child, $125,000 for married taxpayers filing separately, $200,000 for all others, and approximately $13,450 for estates and trusts. The taxable portion of payments received as a withdrawal, surrender, annuity payment, death benefit payment or any other actual or deemed distribution under the Annuity will be considered investment income for purposes of this surtax.

10% Additional Tax for Early Withdrawal from a Nonqualified Annuity

You may owe a 10% additional tax on the taxable part of distributions received from your Nonqualified Annuity. Amounts are not subject to this additional tax if:

▪ the amount is paid on or after you reach age 59 ½;

▪ the amount is paid on or after your death (or the death of the Annuitant when the owner is not an individual);

▪ the amount received is attributable to your becoming disabled (as defined in the Code);

▪ generally the amount paid or received is in the form of substantially equal payments (as defined in the Code) not less frequently than annually (please note that substantially equal payments must continue until the later of reaching age 59 ½ or five years and modification of payments during that time period will result in retroactive application of the 10% additional tax); or

▪ the amount received is paid under an immediate Annuity (within the meaning of the Code) and the annuity start date is no more than one year from the date of purchase (the first monthly annuity payment being required to be paid within 13 months).

Other exceptions to this tax may apply. You should consult your tax adviser for further details.

Special Rules in Relation to Tax-free Exchanges Under Section 1035

Section 1035 of the Code permits certain tax-free exchanges of a life insurance contract, Annuity or endowment contract for an Annuity, including tax-free exchanges of annuity death benefits for a Beneficiary Annuity. Partial exchanges may be treated in the same way as tax-free 1035 exchanges of entire contracts, therefore avoiding current taxation of the partially exchanged amount as well as the 10% additional tax on pre-age 59 ½ withdrawals. In Revenue Procedure 2011-38, the IRS indicated that, for partial exchanges on or after October 24, 2011, where there is a surrender or distribution from either the initial Annuity or receiving Annuity within 180 days of the date on which the partial exchange was completed (other than an amount received as an annuity for a period of 10 years or more or during one or more lives), the IRS may not treat the transaction, as a tax-free Section 1035 exchange. The IRS will apply general tax rules to determine the substance and treatment of the transaction in such cases. We strongly urge you to discuss any partial exchange transaction of this type with your tax adviser before proceeding with the transaction.

If an Annuity is purchased through a tax-free exchange of a life insurance contract, Annuity or endowment contract that was purchased prior to August 14, 1982, then any Purchase Payments made to the original contract prior to August 14, 1982 will be treated as made to the new Annuity prior to that date. Generally, such pre-August 14, 1982 withdrawals are treated as a return of cost basis first until Purchase Payments made before

August 14, 1982 are withdrawn. Moreover, income allocable to Purchase Payments made before August 14, 1982, is not subject to the 10% additional tax.

After you elect an Annuity Payout Option, we do not allow you to exchange your Annuity.

Taxes Payable by Beneficiaries for a Nonqualified Annuity

If an Owner dies before the Annuity Date, the Death Benefit distributions are subject to ordinary income tax to the extent the distribution exceeds the cost basis in the Annuity. The value of the Death Benefit, as determined under federal law, is also included in the Owner’s estate for federal estate tax purposes. Generally, the same income tax rules described above would also apply to amounts received by your Beneficiary. Choosing an option other than a lump sum Death Benefit may defer taxes. Certain minimum distribution requirements apply upon your death, as discussed further below in the Annuity Qualification section. Tax consequences to the Beneficiary vary depending upon the Death Benefit payment option selected. Generally, for payment of the Death Benefit:

▪ As a lump sum payment, the Beneficiary is taxed in the year of payment on gain in the Annuity.

▪ Within 5 years of death of Owner, the Beneficiary is taxed on the lump sum payment. The Death Benefit must be taken as one lump sum payment within 5 years of the death of the Owner. Partial withdrawals are not permitted to be paid to Beneficiaries under our Annuity contracts.

▪ Under an Annuity or Annuity settlement option where distributions begin within one year of the date of death of the Owner, the Beneficiary is taxed on each payment with part as gain and part as return of cost basis. After the full amount of cost basis has been recovered tax-free, the full amount of the annuity payments will be taxable.

After the Annuity Date, if a period certain remains under the annuity option and the Annuitant dies before the end of that period, any remaining payments made to the Beneficiary will be fully excluded from income until the remaining investment in the contract is recovered and all annuity payments thereafter are fully includible in income. If we allow the Beneficiary to commute the remaining payments in a lump sum, the proceeds will be taxable as a surrender.

Considerations for Contingent Annuitants: We may allow the naming of a contingent Annuitant when a Nonqualified Annuity is held by a pension plan or a tax favored retirement plan, or held by a Custodial Account (as defined earlier in this prospectus). In such a situation, the Annuity may no longer qualify for tax deferral where the Annuity continues after the death of the Annuitant. However, tax deferral should be provided instead by the pension plan, tax favored retirement plan, or Custodial Account. We may also allow the naming of a contingent annuitant when a Nonqualified Annuity is held by an entity owner when such Annuities do not qualify for tax deferral under the current tax law. This does not supersede any benefit language which may restrict the use of the contingent annuitant.

Reporting and Withholding on Distributions

Amounts distributed from an Annuity are subject to federal and state income tax reporting and withholding. In general, we will withhold federal income tax from the taxable portion of such distribution based on the type of distribution. In the case of an annuity payment, we apply default withholding under the applicable tax rules unless you designate a different withholding status. In the case of all other distributions, we will withhold at a 10% rate. You may generally elect not to have tax withheld from your payments. An election out of withholding must be made on forms that we provide. If you are a U.S. person (which includes a resident alien), and you request a payment be delivered outside the United States or do not provide a U.S. taxpayer identification number, we are required to withhold income tax.

State income tax withholding rules vary and we will withhold based on the rules of your state of residence. Special tax rules apply to withholding for nonresident aliens, and we generally withhold income tax for nonresident aliens at a 30% rate. A different withholding rate may be applicable to a nonresident alien based on the terms of an existing income tax treaty between the United States and the nonresident alien’s country. Please refer to the discussion below regarding withholding rules for a Qualified Annuity.

Regardless of the amount withheld by us, you are liable for payment of income taxes (including any estimated taxes that may be due) on the taxable portion of annuity distributions. You should consult with your tax adviser regarding the payment of the correct amount of these income taxes and potential liability if you fail to pay such taxes.

Entity Owners

Where an Annuity is held by a non-natural person (e.g., a corporation, partnership), other than as an agent or nominee for a natural person (or in other limited circumstances), increases in the value of the Annuity over its cost basis will be subject to tax annually.

Where an Annuity is issued to a Charitable Remainder Trust (CRT), increases in the value of the Annuity over its cost basis will be subject to tax reporting annually. As there are charges for the optional living and death benefits described elsewhere in this prospectus, and such charges reduce the contract value of the Annuity, trustees of the CRT should discuss with their legal advisers whether election of such optional living or death benefits violates their fiduciary duty to the remainder beneficiary.

Where an Annuity is issued to a trust, and such trust is characterized as a grantor trust under the Code, such Annuity is generally not considered to be held by a non-natural person and will be subject to the tax reporting and withholding requirements generally applicable to a Nonqualified Annuity held by a natural person, provided that all grantors of the trust are natural persons. At this time, we will not issue an Annuity to grantor trusts with more than two grantors.

Where the Annuity is owned by a grantor trust, the Annuity must be distributed within five years after the date of the first grantor’s death (or the Annuitant’s death in certain instances) under Section 72(s) of the Code. See the “Death Benefits” section for scenarios where a Death Benefit or Surrender Value is payable depending upon the underlying facts.

Trusts are required to complete and submit a Certificate of Entity form, and we will tax report based on the information provided on this form.

Annuity Qualification

Diversification And Investor Control. In order to qualify for the tax rules applicable to Annuities described above, the investment assets in the Sub-accounts Nonqualified Annuity must be diversified according to certain rules under the Code. Each Portfolio is required to diversify its investments each quarter so that no more than 55% of the value of its assets is represented by any one investment, no more than 70% is represented by any two investments, no more than 80% is represented by any three investments, and no more than 90% is represented by any four investments. Generally, securities of a single issuer are treated as one investment, and obligations of each U.S. Government agency and instrumentality (such as the Government National Mortgage Association) are treated as issued by separate issuers. In addition, any security issued, guaranteed or insured (to the extent so guaranteed or insured) by the U.S. or an instrumentality of the U.S. will be treated as a security issued by the U.S. Government or its instrumentality, where applicable. We believe the Portfolios underlying the variable Investment Options of the Annuity meet these diversification requirements.

An additional requirement for qualification for the tax treatment described above is that we, and not you as the Annuity Owner, must have sufficient control over the underlying assets to be treated as the Owner of the underlying assets for tax purposes. While we also believe these investor control rules will be met, the Treasury Department may promulgate guidelines under which a variable annuity will not be treated as an Annuity for tax purposes if persons with ownership rights have excessive control over the investments underlying such variable Annuity. It is unclear whether such guidelines, if in fact promulgated, would have retroactive effect. It is also unclear what effect, if any, such guidelines might have on transfers between the Investment Options offered pursuant to this prospectus. We reserve the right to take any action, including modifications to your Annuity or the Investment Options, required to comply with such guidelines if promulgated. Any such changes will apply uniformly to affected Owners and will be made with such notice to affected Owners as is feasible under the circumstances.

Required Distributions Upon Your Death for a Nonqualified Annuity. Upon your death, certain distributions must be made under the Annuity. The required distributions depend on whether you die before you start taking annuity payments under the Annuity or after you start taking annuity payments under the Annuity. If you die on or after the Annuity Date, the remaining portion of the interest in the Annuity must be distributed at least as rapidly as under the method of distribution being used as of the date of death. If you die before the Annuity Date, the entire interest in the Annuity must be distributed within five years after the date of death, or as periodic payments over a period not extending beyond the life or life expectancy of the designated Beneficiary (provided such payments begin within one year of your death). If the Beneficiary does not begin installments within one year of the date of death, no partial withdrawals will be permitted thereafter, and we require that the Beneficiary take the Death Benefit as a lump sum within the five-year deadline. Your designated Beneficiary is the person to whom benefit rights under the Annuity pass by reason of death, and must be a natural person in order to elect a periodic payment option based on life expectancy or a period exceeding five years. Additionally, if the Annuity is payable to (or for the benefit of) your surviving spouse, that portion of the Annuity may be continued with your spouse as the Owner. For Nonqualified Annuities owned by a non-natural person, the required distribution rules generally apply upon the death of the Annuitant. This means that for an Annuity held by a non-natural person (such as a trust) for which there is named a co-annuitant, then such required distributions will be triggered by the death of the first co-annuitant to die.

Changes To Your Annuity. We reserve the right to make any changes we deem necessary to assure that your Annuity qualifies as an Annuity for tax purposes. Any such changes will apply to all Annuity Owners and you will be given notice to the extent feasible under the circumstances.

QUALIFIED ANNUITIES

In general, as used in this prospectus, a Qualified Annuity is an Annuity with applicable endorsements for a tax-favored plan or a Nonqualified Annuity held by a tax-favored retirement plan.

The following is a general discussion of the tax considerations for Qualified Annuities. This Annuity may or may not be available for all types of the tax-favored retirement plans discussed below. This discussion assumes that you have satisfied the eligibility requirements for any tax-favored retirement plan. Please consult your financial professional prior to purchase to confirm if this Annuity is available for a particular type of tax-favored retirement plan or whether we will accept the type of contribution you intend for this Annuity.

A Qualified Annuity may have been purchased for use in connection with:

▪ Individual retirement accounts and annuities (IRAs), including inherited IRAs (which we refer to as a Beneficiary IRA), which are subject to Sections 408(a) and 408(b) of the Code;

▪ Roth IRAs, including inherited Roth IRAs (which we refer to as a Beneficiary Roth IRA) under Section 408A of the Code;

▪ A corporate Pension or Profit-sharing plan (subject to 401(a) of the Code);

▪ H.R. 10 plans (also known as Keogh Plans, subject to 401(a) of the Code);

▪ Tax Sheltered Annuities (subject to 403(b) of the Code, also known as Tax Deferred Annuities or TDAs);

▪ Section 457 plans (subject to 457 of the Code).

A Nonqualified Annuity may have been purchased by a 401(a) trust, a custodial IRA or a custodial Roth IRA account, or a Section 457 plan, which can hold other permissible assets. The terms and administration of the trust or custodial account or plan in accordance with the laws and regulations for 401(a) plans, IRAs or Roth IRAs, or a Section 457 plan, as applicable, are the responsibility of the applicable trustee or custodian.

You should be aware that tax favored plans such as IRAs generally provide income tax deferral regardless of whether they invest in Annuities. This means that when a tax favored plan invests in an Annuity, it generally does not result in any additional tax benefits (such as income tax deferral and income tax free transfers).

Types of Tax-favored Plans

IRAs. The “IRA Disclosure Statement” and “Roth IRA Disclosure Statement” which accompany the prospectus contain information about eligibility, contribution limits, tax particulars, and other IRA information. In addition to this information (the material terms are summarized in this prospectus and in those Disclosure Statements), the IRS requires that you have a “Free Look” after making an initial contribution to the Annuity. During this time, you can cancel the Annuity by notifying us in writing, and we will refund the greater of all purchase payments under the Annuity or the Account Value, less any applicable federal and state income tax withholding.

Contribution Limits/Rollovers. Subject to the minimum purchase payment requirements of an Annuity, you may purchase an Annuity for an IRA in connection with a “rollover” of amounts from a qualified retirement plan, as a transfer from another IRA, by making a contribution consisting of your IRA contributions and catch-up contributions, if applicable, attributable to the prior year during the period from January 1 to April 15 (or the later applicable due date of your federal income tax return, without extension), or as a current year contribution. Contribution amounts are indexed for inflation. The IRS generally provides contribution limits for the subsequent year in the fourth quarter of the current year. The tax law also provides for a catch-up provision for individuals who are age 50 and above, allowing these individuals an additional $1,000 contribution each year. The catch-up amount is not indexed for inflation. Go to www.irs.gov for the contribution limits for each year. The “rollover” rules under the Code are fairly technical; however, an individual (or his or her surviving spouse) may generally “roll over” certain distributions from tax favored retirement plans (either directly or within 60 days from the date of these distributions) if he or she meets the requirements for distribution. Once you buy an Annuity, you can make regular IRA contributions under the Annuity (to the extent permitted by law). For IRA rollovers, an individual can only make an IRA to IRA rollover if the individual has not made a rollover involving any IRAs owned by the individual in the prior 12 months. An IRA transfer is a tax-free trustee-to-trustee “transfer” from one IRA account to another. IRA transfers are not subject to this 12-month rule. There is no age limitation with regard to contributions to a traditional IRA as long as the earned income requirements are met.

In some circumstances, non-spouse Beneficiaries may roll over to an IRA amounts due from qualified plans, 403(b) plans, and governmental 457(b) plans. However, the rollover rules applicable to non-spouse Beneficiaries under the Code are more restrictive than the rollover rules applicable to Owner/participants and spouse Beneficiaries. Generally, non-spouse Beneficiaries may roll over distributions from tax favored retirement plans only as a direct rollover. An inherited IRA must be directly rolled over from the employer plan or transferred from an IRA and must be titled in the name of the deceased (i.e., John Doe deceased for the benefit of Jane Doe). No additional contributions can be made to an inherited IRA. In this prospectus, an inherited IRA is also referred to as a Beneficiary Annuity.

Required Provisions. Annuities that are IRAs (or endorsements that are part of the contract) must contain certain provisions:

▪ You, as Owner of the Annuity, must be the “Annuitant” under the contract (except in certain cases involving the division of property under a decree of divorce);

▪ Your rights as Owner are non-forfeitable;

▪ You cannot sell, assign or pledge the Annuity;

▪ The annual contribution you pay cannot be greater than the maximum amount allowed by law, including catch-up contributions if applicable (which does not include any rollover amounts or amounts transferred by trustee-to-trustee transfer);

▪ The date on which required minimum distributions must begin cannot be later than April 1 st of the calendar year after the calendar year you turn age 72; and

▪ Death and annuity payments must meet Required Minimum Distribution rules described below.

Usually, the full amount of any distribution from an IRA (including a distribution from this Annuity) which is not a transfer or rollover is taxable. As taxable income, these distributions are subject to the general income tax withholding rules described earlier regarding an Annuity in the Nonqualified Annuity section. In addition to this normal tax liability, you may also be liable for the following, depending on your actions:

▪ A 10% early withdrawal additional tax described below;

▪ Liability for “prohibited transactions” if you, for example, borrow against the value of an IRA; or

▪ Failure to take a Required Minimum Distribution, also described below.

Simplified Employee Pensions (SEP). SEPs are a variation on a standard IRA, and Annuities issued to a SEP must satisfy the same general requirements described under IRAs (above). There are, however, some differences:

▪ If you participate in a SEP, you generally do not include in income any employer contributions made to the SEP on your behalf up to the lesser of (a) the annual employer contribution limit as indexed for inflation, or (b) 25% of your taxable compensation paid by the contributing

employer (not including the employer’s SEP contribution as compensation for these purposes). However, for these purposes, compensation in excess of certain limits established by the IRS will not be considered. Go to www.irs.gov for the current year contribution limit and compensation limit.

▪ SEPs must satisfy certain participation and nondiscrimination requirements not generally applicable to IRAs; and

▪ SEPs that contain a salary reduction or “SARSEP” provision prior to 1997 may permit salary deferrals from employee income. Contribution amounts are indexed for inflation. The IRS generally provides contribution limits for the subsequent year in the fourth quarter of the current year. with the employer making these contributions to the SEP. However, no new “salary reduction” or “SARSEPs” can be established after 1996. Individuals participating in a SARSEP who are age 50 or above by the end of the year are permitted to contribute an additional catch up contribution amount. These amounts are indexed for inflation. Go to www.irs.gov for the current year contribution limit and catch up contribution limit. Not all Annuities issued by us are available for SARSEPs. You will also be provided the same information, and have the same “Free Look” period, as you would have if you purchased the Annuity for a standard IRA.

ROTH IRAs. The “Roth IRA Disclosure Statement” contains information about eligibility, contribution limits, tax particulars and other Roth IRA information. Like standard IRAs, income within a Roth IRA accumulates tax-free, and contributions are subject to specific limits. Roth IRAs have, however, the following differences:

▪ Contributions to a Roth IRA cannot be deducted from your gross income;

▪ “Qualified distributions” from a Roth IRA are excludable from gross income. A “qualified distribution” is a distribution that satisfies two requirements: (1) the distribution must be made (a) after the Owner of the IRA attains age 59 ½; (b) after the Owner’s death; (c) due to the Owner’s disability; or (d) for a qualified first time homebuyer distribution within the meaning of Section 72(t)(2)(F) of the Code; and (2) the distribution must be made in the year that is at least five tax years after the first year for which a contribution was made to any Roth IRA established for the Owner or five years after a rollover, transfer, or conversion was made from a traditional IRA to a Roth IRA. Distributions from a Roth IRA that are not qualified distributions will be treated as made first from contributions and then from earnings and earnings will be taxed generally in the same manner as distributions from a traditional IRA.

▪ If eligible (including meeting income limitations and earnings requirements), you may make contributions to a Roth IRA during your lifetime, and distributions are not required during the owner’s lifetime.

Subject to the minimum Purchase Payment requirements of an Annuity, you may purchase an Annuity for a Roth IRA in connection with a “rollover” of amounts of another traditional IRA, SEP, SIMPLE-IRA, employer sponsored retirement plan (under Sections 401(a) or 403(b) of the Code) or Roth IRA; or, if you meet certain income limitations, by making a contribution consisting of your Roth IRA contributions and catch-up contributions, if applicable, attributable to the prior year during the period from January 1 to April 15 (or the applicable due date of your federal income tax return, without extension), or as a current year contribution. The Code permits persons who receive certain qualifying distributions from such non-Roth IRAs, to directly rollover or make, within 60 days, a “rollover” of all or any part of the amount of such distribution to a Roth IRA which they establish (a "conversion"). The conversion of non-Roth accounts triggers current taxation (but is not subject to a 10% early distribution additional tax).

The Code also permits the recharacterization of current year contribution amounts from a traditional IRA, SEP, or SIMPLE IRA into a Roth IRA, or from a Roth IRA to a traditional IRA. Recharacterization is accomplished through a trustee-to-trustee transfer of a contribution (or a portion of a contribution) plus earnings, between different types of IRAs. A properly recharacterized contribution is treated as a contribution made to the second IRA instead of the first IRA. Such recharacterization must be completed by the applicable tax return due date (with extensions).

Once an Annuity has been purchased, regular Roth IRA contributions will be accepted to the extent permitted by law. In addition, an individual receiving an eligible rollover distribution from a designated Roth account under an employer plan may roll over the distribution to a Roth IRA even if the individual is not eligible to make regular contributions to a Roth IRA. Non-spouse Beneficiaries receiving a distribution from an employer sponsored retirement plan under Sections 401(a) or 403(b) of the Code can also directly roll over contributions to a Roth IRA. However, it is our understanding of the Code that non-spouse Beneficiaries cannot “rollover” benefits from a traditional IRA to a Roth IRA.

TDAs. In general, you may own a Tax Deferred Annuity (also known as a TDA, Tax Sheltered Annuity (TSA), 403(b) plan or 403(b) Annuity) if you are an employee of a tax-exempt organization (as defined under Code Section 501(c)(3)) or a public educational organization, and you may make contributions to a TDA so long as your employer maintains such a plan and your rights to the Annuity are non-forfeitable. Contributions to a TDA, and any earnings, are not taxable until distribution. You may also make contributions to a TDA under a salary reduction agreement subject to specific limits. Individuals participating in a TDA who are age 50 or above by the end of the year will be permitted to contribute an additional amount. This amount is indexed for inflation. Go to www.irs.gov for the current year contribution limit and catch up contribution limit. Further, you may roll over TDA amounts to another TDA or an IRA. You may also roll over TDA amounts to a qualified retirement plan, a SEP and a governmental 457(b) plan. An Annuity may generally only qualify as a TDA if distributions of salary deferrals (other than “grandfathered” amounts held as of December 31, 1988) may be made only on account of:

▪ Your attainment of age 59 ½;

▪ Your severance of employment;

▪ Your death;

▪ Your total and permanent disability; or

▪ Hardship (under limited circumstances, and only related to salary deferrals, not including earnings attributable to these amounts).

In any event, you must begin receiving distributions from your TDA by April 1st of the calendar year after the calendar year you turn age 72 or retire, whichever is later. These distribution limits do not apply either to transfers or exchanges of investments under the Annuity, or to any “direct transfer” of your interest in the Annuity to another employer’s TDA plan or mutual fund “custodial account” described under Code Section 403(b)(7). Employer contributions to TDAs are subject to the same general contribution, nondiscrimination, and minimum participation rules applicable to “qualified” retirement plans.

Caution: Under IRS regulations we can accept contributions, transfers and rollovers only if we have entered into an information-sharing agreement, or its functional equivalent, with the applicable employer or its agent. In addition, in order to comply with the regulations, we will only process certain transactions (e.g., transfers, withdrawals, hardship distributions and, if applicable, loans) with employer approval. This means that if you request one of these transactions we will not consider your request to be in Good Order, and will not therefore process the transaction, until we receive the employer’s approval in written or electronic form.

Late Rollover Self-Certification

You may be able to apply a rollover contribution to your IRA or qualified retirement plan after the 60-day deadline through a self-certification procedure established by the IRS. Please consult your tax or legal adviser regarding your eligibility to use this self-certification procedure. As indicated in this IRS guidance, we, as a financial institution, are not required to accept your self-certification for waiver of the 60-day deadline.

Required Minimum Distributions and Payment Options

If you hold the Annuity under an IRA (or other tax-favored plan), Required Minimum Distribution rules must be satisfied. This means that generally payments must start by April 1 of the year after the year you reach age 72 and must be made for each year thereafter. For a TDA or a 401(a) plan for which the participant is not a greater than 5% Owner of the employer, this required beginning date can generally be deferred to retirement, if later. Roth IRAs are not subject to these rules during the Owner’s lifetime. The amount of the payment must at least equal the minimum required under the IRS rules. Several choices are available for calculating the minimum amount. More information on the mechanics of this calculation is available on request. Please contact us at a reasonable time before the IRS deadline so that a timely distribution is made. Please note that there is a 50% tax penalty on the amount of any required minimum distribution not made in a timely manner. Required Minimum Distributions are calculated based on the sum of the Account Value and the actuarial value of any additional living and death benefits from optional riders that you have purchased under the Annuity. As a result, the Required Minimum Distributions may be larger than if the calculation were based on the Account Value only, which may in turn result in an earlier (but not before the required beginning date) distribution of amounts under the Annuity and an increased amount of taxable income distributed to the Annuity Owner, and a reduction of payments under the living and death benefit optional riders.

You can use the Minimum Distribution option to satisfy the Required Minimum Distribution rules for an Annuity without either beginning annuity payments or surrendering the Annuity. We will distribute to you the Required Minimum Distribution amount, less any other partial withdrawals that you made during the year. Such amount will be based on the value of the Annuity as of December 31 of the prior year, but is determined without regard to other Annuities you may own. If a trustee to trustee transfer or direct rollover of the full contract value is requested when there is an active Required Minimum Distribution program running, the Required Minimum Distribution will be removed and sent to the Owner prior to the remaining funds being sent to the transfer institution.

Although the IRS rules determine the required amount to be distributed from your IRA each year, certain payment alternatives are still available to you. If you own more than one IRA, you can choose to satisfy your minimum distribution requirement for each of your IRAs by withdrawing that amount from any of your IRAs. If you inherit more than one IRA or more than one Roth IRA from the same Owner, similar rules apply.

Charitable IRA Distributions.

Certain qualified IRA distributions used for charitable purposes are eligible for an exclusion from gross income, up to $100,000, for otherwise taxable IRA distributions from a traditional or Roth IRA. A qualified charitable distribution is a distribution that is made (1) directly by the IRA trustee to certain qualified charitable organizations and (2) on or after the date the IRA owner attains age 70 ½. Distributions that are excluded from income under this provision are not taken into account in determining the individual’s deductions, if any, for charitable contributions. Effective 2020, the amount of your qualified charitable distributions that are excluded from income for a tax year is reduced (but not below zero) by the excess of: (1) the total amount of your IRA deductions allowed for all tax years ending on or after the date you attain age 70 ½, over (2) the total amount of reductions for all tax years preceding the current tax year.

The IRS has indicated that an IRA trustee is not responsible for determining whether a distribution to a charity is one that satisfies the requirements of the charitable giving incentive. Consistent with the applicable IRS instructions, we report these distributions as normal IRA distributions on Form 1099-R. Individuals are responsible for reflecting the distributions as charitable IRA distributions on their personal tax returns.

Required Distributions Upon Your Death for a Qualified Annuity

Upon your death under an IRA, Roth IRA, 403(b) or other employer sponsored plan, any remaining interest must be distributed in accordance with federal income tax requirements. For Owner and Beneficiary deaths prior to 2020, please consult your tax advisor regarding the applicable post-death distribution requirements.

The information provided below applies to Owners and Beneficiary deaths after 2019. In addition, if you are an employee under a governmental plan, such as a section 403(b) plan of a public school or a governmental 457(b) plan, this new law applies if you die after 2021. In addition, if your plan is

maintained pursuant to one or more collective bargaining agreements, this new law generally applies if you die after 2021 (unless the collective bargaining agreements terminate earlier).

• Death before your required beginning date . If you die before your required beginning date, and you have a designated beneficiary, any remaining interest must be distributed within 10 years after your death, unless the designated beneficiary is an “eligible designated beneficiary” (“EDB”) or some other exception applies. A designated beneficiary is any individual designated as a beneficiary by the employee or IRA owner. An EDB is any designated beneficiary who is (1) your surviving spouse, (2) your minor child, (3) disabled, (4) chronically ill, or (5) an individual not more than 10 years younger than you. An individual’s status as an EDB is determined on the date of your death. An EDB (other than a minor child) can generally stretch distributions over their life or life expectancy if payments begin within one year of your death and continuing over the EDB’s remaining life expectancy after the EDB’s death. However, all amounts must be fully distributed by the end of the year containing the 10 th anniversary of the EDB’s death. Special rules apply to minors and Beneficiaries that are not individuals. Additional special rules apply to surviving spouses, see “Spousal Continuation” below.

Death on or after your required beginning date . In general, if you die on or after your required beginning date, and you have a designated beneficiary who is not an EDB, any remaining interest in your Qualified Annuity must continue to be distributed over the longer of your remaining life expectancy and your designated beneficiary’s life expectancy (or more rapidly), but all amounts must be distributed within 10 years of your death. If your Beneficiary is an EDB (other than a minor child), distributions must continue over the longer of your remaining life expectancy and the EDB’s life expectancy (or more rapidly), but all amounts must be distributed within 10 years of the EDB’s death. Special rules apply to EDBs who are minors, EDBs who are older than the Owner, and Beneficiaries that are not individuals.

Annuity payments . If you commence taking distributions in the form of an annuity that can continue after your death, such as in the form of a joint and survivor annuity or an annuity with a guaranteed period of more than 10 years, any distributions after your death that are scheduled to be made beyond the applicable distribution period imposed under the new law might need to be commuted at the end of that period (or otherwise modified after your death if permitted under federal tax law and by us) in order to comply with the post-death distribution requirements.

Other rules . The new post-death distribution requirements do not apply if the employee or IRA owner elected annuity payments that comply with prior law commenced prior to December 20, 2019. Also, even if annuity payments have not commenced prior to December 20, 2019, the new requirements generally do not apply to an immediate annuity contract or a deferred income annuity contract (including a qualifying lifetime annuity contract, or “QLAC”) purchased prior to that date, if you have made an irrevocable election before that date as to the method and amount of the annuity.

If your beneficiary is not an individual, such as a charity, your estate, or a trust, any remaining interest after your death generally must be distributed in accordance with the 5-year rule or the at-least-as-rapidly rule, as applicable (but not the lifetime payout rule). You may wish to consult a professional tax advisor about the federal income tax consequences of your beneficiary designations.

In addition, these post-death distribution requirements generally do not apply if the employee or IRA owner died prior to January 1, 2020. However, if the designated beneficiary of the deceased employee or IRA owner dies after January 1, 2020, and the designated beneficiary had elected the lifetime payout rule or was under the at-least-as rapidly rule, any remaining interest must be distributed within 10 year of the designated beneficiary’s death. Hence, this 10-year rule will apply to (1) a contract issued prior to 2020 which continues to be held by a designated beneficiary of an employee or IRA owner who died prior to 2020, and (2) an inherited IRA issued after 2019 to the designated beneficiary of an employee or IRA owner who died prior to 2020.

• Spousal continuation. If your beneficiary is your spouse, your surviving spouse can delay the application of the post-death distribution requirements until after your surviving spouse’s death by transferring the remaining interest tax-free to your surviving spouse’s own IRA, or by treating your IRA as your surviving spouse’s own IRA, subject to the new rules under the regulations.

The post-death distribution requirements are complex and unclear in numerous respects. Treasury has issued proposed regulations that may impact these required minimum distribution requirements for calendar years on or after January 1, 2022. We reserve the right to make changes in order to comply with the proposed regulations, or any final regulations published in the future. Any such changes will apply uniformly to affected Owners or Beneficiaries and will be made with such notice to affected Owners or Beneficiaries as is feasible under the circumstances. In addition, the manner in which these requirements will apply will depend on your particular facts and circumstances. You may wish to consult a professional tax adviser for tax advice as to your particular situation.

Unless payments are being made in the form of an annuity, a Beneficiary has the flexibility to take out more each year than mandated under the required minimum distribution rules.

Note that in 2014, the U.S. Supreme Court ruled that Inherited IRAs, other than IRAs inherited by the owner’s spouse, do not qualify as retirement assets for purposes of protection under the federal bankruptcy laws.

Until withdrawn, amounts in a Qualified Annuity continue to be tax deferred. Amounts withdrawn each year, including amounts that are required to be withdrawn under the required minimum distribution rules, are subject to tax. You may wish to consult a professional tax adviser for tax advice as to your particular situation.

For a Roth IRA, if death occurs before the entire interest is distributed, the death benefit must be distributed under the same rules applied to IRAs where death occurs before the required beginning date.

10% Additional Tax for Early Withdrawals from a Qualified Annuity You may owe a 10% additional tax on the taxable part of distributions received from an IRA, SEP, Roth IRA, TDA or qualified retirement plan. Amounts are not subject to this additional tax if:

▪ the amount is paid on or after you reach age 59 ½ or die;

▪ the amount received is attributable to your becoming disabled; or

▪ generally the amount paid or received is in the form of substantially equal payments (as defined in the Code) not less frequently than annually. (Please note that substantially equal payments must continue until the later of reaching age 59 ½ or five years. Modification of payments or additional contributions to the Annuity during that time period will result in retroactive application of the 10% additional tax.)

Other exceptions to this tax may apply. You should consult your tax adviser for further details.

Withholding

For 403(b) Tax Deferred annuities, we will withhold federal income tax at the rate of 20% for any eligible rollover distribution paid by us to or for a plan participant, unless such distribution is “directly” rolled over into another qualified plan, IRA (including the IRA variations described above), SEP, governmental 457(b) plan or TDA. An eligible rollover distribution is defined under the tax law as a distribution from an employer plan under 401(a), a TDA or a governmental 457(b) plan, excluding any distribution that is part of a series of substantially equal payments (at least annually) made over the life expectancy of the employee or the joint life expectancies of the employee and his designated Beneficiary, any distribution made for a specified period of 10 years or more, any distribution that is a required minimum distribution and any hardship distribution. Regulations also specify certain other items which are not considered eligible rollover distributions. We will not withhold for payments made from trustee owned Annuities or for payments under a 457 plan. For all other distributions, unless you elect otherwise, we will withhold federal income tax from the taxable portion of such distribution at an appropriate percentage. The rate of withholding on annuity payments where no mandatory withholding is required is determined on the basis of the withholding certificate that you file with us. If you do not file a certificate, we will automatically withhold federal taxes on the following basis:

▪ For any annuity payments not subject to mandatory withholding, you will have taxes withheld under the applicable default withholding rules; and

▪ For all other distributions, we will withhold at a 10% rate.

If no U.S. taxpayer identification number is provided, no election out of withholding will be allowed, and we will automatically withhold using the default withholding rules. In addition, if you are a U.S. person (which includes a resident alien), and you request a payment be delivered outside the U.S., we are required to withhold income tax.

We will provide you with forms and instructions concerning the right to elect that no amount be withheld from payments in the ordinary course. However, you should know that, in any event, you are liable for payment of federal income taxes on the taxable portion of the distributions, and you should consult with your tax adviser to find out more information on your potential liability if you fail to pay such taxes. There may be additional state income tax withholding requirements.

Special tax rules apply to withholding for nonresident aliens, and we generally withhold income tax for nonresident aliens at a 30% rate. A different withholding rate may be applicable to a nonresident alien based on the terms of an existing income tax treaty between the United States and the nonresident alien’s country.

CARES Act impacts. In 2020, Congress passed the Coronavirus Aid, Relief and Economic Security (CARES) Act. This law includes provisions that impact Individual Retirement Annuities (IRAs), Roth IRAs and employer sponsored qualified retirement plans, including a 2020 Required Minimum Distribution waiver, plan loan relief and special rules that applied to coronavirus related distributions. While most provisions applied only to 2020, certain items impact future years as well.

Repayments of Coronavirus Related Distributions: Relief was provided for “coronavirus-related distributions” (as defined by federal tax law) from qualified plans and IRAs made at any time on or after January 1, 2020 and before December 31, 2020. Coronavirus related distributions are permitted to be recontributed to a plan or IRA within three years. The recontribution is generally treated as a direct trustee-to-trustee transfer within 60 days of the distribution. Please note that recontributions to certain plans or IRAs may not be allowed based on plan or contract restrictions.

The distribution must have come from an “eligible retirement plan” within the meaning of Code section 402(c)(8)(B), i.e., an IRA, 401(a) plan, 403(a) plan, 403(b) plan, or governmental 457(b) plan. The relief was limited to aggregate distributions of $100,000.

ERISA Requirements

ERISA (the “Employee Retirement Income Security Act of 1974”) and the Code prevent a fiduciary and other “parties in interest” with respect to a plan (and, for these purposes, an IRA would also constitute a “plan”) from receiving any benefit from any party dealing with the plan, as a result of the sale of the Annuity. Administrative exemptions under ERISA generally permit the sale of insurance/annuity products to plans, provided that certain information is disclosed to the person purchasing the Annuity. This information has to do primarily with the fees, charges, discounts and other costs related to the Annuity, as well as any commissions paid to any agent selling the Annuity. Information about any applicable fees, charges, discounts, penalties or adjustments may be found in the applicable sections of this prospectus. Information about sales representatives and commissions may be found in the sections of this prospectus addressing distribution of the Annuities.

Other relevant information required by the exemptions is contained in the contract and accompanying documentation.

Please consult with your tax adviser if you have any questions about ERISA and these disclosure requirements.

Spousal Consent Rules for Retirement Plans – Qualified Annuities

If you are married at the time your payments commence, you may be required by federal law to choose an income option that provides survivor annuity income to your spouse, unless your spouse waives that right. Similarly, if you are married at the time of your death, federal law may require all or a portion of the Death Benefit to be paid to your spouse, even if you designated someone else as your Beneficiary. A brief explanation of the applicable rules follows. For more information, consult the terms of your retirement arrangement.

Defined Benefit Plans and Money Purchase Pension Plans . If you are married at the time your payments commence, federal law requires that benefits be paid to you in the form of a “qualified joint and survivor annuity” (QJSA), unless you and your spouse waive that right, in writing. Generally, this means that you will receive a reduced payment during your life and, upon your death, your spouse will receive at least one-half of what you were receiving for life. You may elect to receive another income option if your spouse consents to the election and waives his or her right to receive the QJSA. If your spouse consents to the alternative form of payment, your spouse may not receive any benefits from the plan upon your death. Federal law also requires that the plan pay a Death Benefit to your spouse if you are married and die before you begin receiving your benefit. This benefit must be available in the form of an Annuity for your spouse’s lifetime and is called a “qualified pre-retirement survivor annuity” (QPSA). If the plan pays Death Benefits to other Beneficiaries, you may elect to have a Beneficiary other than your spouse receive the Death Benefit, but only if your spouse consents to the election and waives his or her right to receive the QPSA. If your spouse consents to the alternate Beneficiary, your spouse will receive no benefits from the plan upon your death. Any QPSA waiver prior to your attaining age 35 will become null and void on the first day of the calendar year in which you attain age 35, if still employed.

Defined Contribution Plans (including 401(k) Plans and ERISA 403(b) Annuities). Spousal consent to a distribution is generally not required. Upon your death, your spouse will receive the entire Death Benefit, even if you designated someone else as your Beneficiary, unless your spouse consents in writing to waive this right. Also, if you are married and elect an Annuity as a periodic income option, federal law requires that you receive a QJSA (as described above), unless you and your spouse consent to waive this right.

IRAs, non-ERISA 403(b) Annuities, and 457 Plans. Spousal consent to a distribution usually is not required. Upon your death, any Death Benefit will be paid to your designated Beneficiary.

ADDITIONAL CONSIDERATIONS

Reporting and Withholding for Escheated Amounts

Revenue Rulings 2018-17 and 2020-24 provide that an amount transferred from an IRA or 401(a) qualified retirement plan to a state’s unclaimed property fund is subject to federal income tax withholding at the time of transfer. The amount transferred is also subject to federal tax reporting. Consistent with these Rulings, we will withhold federal and state income taxes and report to the applicable Owner or Beneficiary as required by law when amounts are transferred to a state’s unclaimed property fund.

Gifts and Generation-skipping Transfers

If you transfer your Annuity to another person for less than adequate consideration, there may be gift tax consequences in addition to income tax consequences. Also, if you transfer your Annuity to a person two or more generations younger than you (such as a grandchild or grandniece) or to a person that is more than 37 ½ years younger than you, there may be generation-skipping transfer tax consequences.

Civil Unions and Domestic Partnerships

U.S. Treasury Department regulations provide that for federal tax purposes, the term “spouse” does not include individuals (whether of the opposite sex or the same sex) who have entered into a registered domestic partnership, civil union, or other similar formal relationship that is not denominated as a marriage under the laws of the state where the relationship was entered into, regardless of domicile. As a result, if a Beneficiary of a deceased Owner and the Owner were parties to such a relationship, the Beneficiary will be required by federal tax law to take distributions from the Contract in the manner applicable to non-spouse Beneficiaries and will not be able to continue the Contract. Please consult with your tax or legal adviser before electing the Spousal Benefit for a civil union partner or domestic partner.

ADDITIONAL INFORMATION

HOW WILL I RECEIVE 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 at https://www.prudential.com/personal/annuities/annuity-prospectuses or any other electronic means. We send a confirmation statement to you each time a 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. We may confirm regularly scheduled transactions, such as systematic withdrawals (including 72(t) payments and required minimum distributions), and bank drafting, in quarterly statements instead of confirming them immediately. You should review the information in these statements carefully. You may request additional reports. We reserve the right to charge up to $50 for each such additional report.

Any errors or corrections on transactions for your Annuity must be reported to us at our Annuities Service Center as soon as possible to assure proper accounting to your Annuity. For transactions that are confirmed immediately, we assume all transactions are accurate unless you notify us otherwise within 30 days from the date you receive the confirmation. For transactions that are first confirmed on the quarterly statement, we assume all transactions are accurate unless you notify us within 30 days from the date you receive the quarterly statement. All transactions confirmed immediately or by quarterly statement are deemed conclusive after the applicable 30-day period. We may also send an annual report and a semi-annual report containing applicable financial statements for the Separate Account and the Portfolios, as of December 31 and June 30, respectively, to Owners or, with your prior consent, make such documents available electronically through the website or other electronic means.

WHO IS PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION?

On September 15, 2021, Prudential Financial, Inc. (“Prudential”), the former parent of the Company, announced that it had entered into a definitive agreement with Fortitude Group Holdings, LLC (“Fortitude Holdings”) under which Prudential would sell all of its outstanding shares of the Company to Fortitude Group Holdings, LLC (the “Transaction”). The Transaction closed on April 1, 2022. Following the close of the Transaction, Pruco Life Insurance Company will reinsure benefits provided under the Annuities issued by Prudential Annuities Life Assurance Corporation, and The Prudential Insurance Company of America will service and administer such Annuities. This agreement does not relieve us of our obligations to Owners of the Annuities. However, it does transfer all of the Company’s profits and losses for the Annuities to Pruco Life Insurance Company, and requires Pruco Life Insurance Company to indemnify the Company for all of its liabilities under the Annuities The Prudential Insurance Company of America’s servicing and administration of the Annuities is subject to the terms and conditions of the Annuities and an administrative services agreement between us and The Prudential Insurance Company of America.

Prudential Annuities Life Assurance Corporation (“we,” “our,” “us,” or the “Company”) is the issuer of the Annuity. The Company is in the process of changing its name to Fortitude Life Insurance & Annuity Company following its acquisition by Fortitude Holdings, a subsidiary of FGH Parent, L.P., the parent company of Bermuda’s largest multi-line reinsurer (“Fortitude Re”). The Company is licensed to sell life insurance and annuities in the District of Columbia, Puerto Rico, and in all states except New York.

The Company is a stock life insurance company incorporated under the laws of Arizona (formerly incorporated in Connecticut), and its ultimate parent company is Fortitude Re.

Pursuant to the delivery obligations under Section 5 of the Securities Act of 1933 (“Securities Act”) and Rule 159 thereunder, we deliver this prospectus to current Owners that reside outside of the United States. In addition, we may not market or offer benefits, features or enhancements to prospective or current Owners while outside of the United States.

Service Providers

The Company conducts the bulk of its annuity operations through The Prudential Insurance Company of America (together with certain of its affiliates, the “Administrator”) and other third-party service providers, subject to the Company’s oversight. The entities engaged directly or indirectly by the Company to provide services may change over time.

The Administrator services and administers the Annuity on behalf of the Company through one or more third party administrator, administrative services or other similar agreements. The Administrator’s principal executive offices are located at One Corporate Drive, Shelton, CT 06484. The Administrator is an affiliate of Prudential Annuities Distributors, Inc., the distributor of the Annuity, but is not otherwise an affiliate of the Company. Prior to the Transaction, the Company and the Administrator were affiliates.

As of December 31, 2021, the following non-affiliated entities could be deemed service providers to the Company in connection with the Annuity.


Name of Service Provider	Services Provided	Address
Broadridge Investor Communication	Proxy services and regulatory mailings	51 Mercedes Way, Edgewood, NY 11717
EDM Americas	Records management and administration of annuity contracts	301 Fayetteville Street, Suite 1500, Raleigh, NC 27601
EXL Service Holdings, Inc	Administration of annuity contracts	350 Park Avenue, 10th Floor, New York, NY 10022
Guidehouse	Claim related services	150 North Riverside Plaza, Suite 2100, Chicago, IL 60606
National Financial Services	Clearing firm for Broker Dealers	82 Devonshire Street Boston, MA 02109
Open Text, Inc	Fax Services	100 Tri-State International Parkway, Lincolnshire, IL 60069
PERSHING LLC	Clearing firm for Broker Dealers	One Pershing Plaza, Jersey City, NJ 07399


Prudential Insurance Company of America (“PICA”)*	Third party administration and processing for Annuity contracts	213 Washington Street Newark, NJ 07102- 2992
The Depository Trust Clearinghouse Corporation	Clearing and settlement services for Distributors and Carriers.	55 Water Street, 26th Floor, New York, NY 10041
Thomson Reuters	Tax reporting services	3 Times Square New York, NY 10036
Universal Wilde	Composition, printing, and mailing of contracts and benefit documents	26 Dartmouth Street, Westwood, MA 02090
*as of April 1, 2022

WHAT ARE SEPARATE ACCOUNTS?

During the Accumulation Period, the assets supporting obligations based on allocations to the variable investment options are held in Prudential Annuities Life Assurance Corporation Variable Account B (the “Separate Account”). Income, gains and losses credited to, or charged against, the Separate Account reflect the Separate Account’s own investment experience and not the investment experience of our other assets. The assets of the Separate Account may not be used to pay any liabilities of ours other than those arising from the Annuity and other annuity contracts issued in connection with the Separate Account. We are obligated to pay all amounts promised to investors under the Annuity.

The Separate Account consists of multiple Sub-accounts. Each Sub-account invests only in a single Portfolio. The name of each Sub-account generally corresponds to the name of the Portfolio. Each Sub-account may have several different Unit Prices to reflect charges that are offered under annuities issued by us through the Separate Account. The Separate Account is registered with the SEC under the Investment Company Act of 1940 (“Investment Company Act”) as a unit investment trust, which is a type of investment company. The SEC does not supervise investment policies, management or practices of the Separate Account. We may offer new Sub-accounts, eliminate Sub-accounts, or combine Sub-accounts at our sole discretion. We may also close Sub-accounts to additional Purchase Payments on existing annuities or close Sub-accounts for annuities purchased on or after specified dates. We will first notify you and receive any necessary SEC and/or state approval before making such a change. If an underlying Portfolio is liquidated, we will ask you to reallocate any amount in the liquidated fund. If you do not reallocate these amounts, we will reallocate such amounts only in accordance with SEC pronouncements and only after obtaining an order from the SEC, if required. If investment in the Portfolios or a particular Portfolio is no longer possible, or in our discretion becomes inappropriate for purposes of the Annuity, or for any other rationale in our sole judgment, we may substitute another Portfolio or investment Portfolios without your consent. The substituted Portfolio may have different fees and expenses. Substitution may be made with respect to existing investments or the investment of future Purchase Payments, or both. However, we will not make such substitution without any required approval of the SEC and any applicable state insurance departments. In addition, we may close Portfolios to allocation of Purchase Payments or Account Value, or both, at any time in our sole discretion. We do not control the Portfolios, so we cannot guarantee that any of those Portfolios will always be available.

Index Strategies Separate Account

Assets supporting the Index Strategies are held in a non-insulated, non-unitized Separate Account established under Arizona law. These assets are subject to the claims of our creditors and the benefits provided under the Index Strategies are subject to our claims paying ability.

An Owner does not have any interest in or claim on the assets in the Separate Account. In addition, neither an Owner nor amounts allocated to the Index Strategies participate in the performance of the assets held in the Separate Account.

We are not obligated to invest according to specific guidelines or strategies except as may be required by Arizona and other state insurance laws.

For more information on the Index Strategies Separate Account, please refer to the separate prospectus covering the Index Strategies.

The General Account. Our general obligations and any guaranteed benefits under the Annuity are supported by our General Account and are subject to our claims paying ability. In the Payout Stage, assets supporting annuity payments are held in the General Account. Assets in the General Account are not segregated for the exclusive benefit of any particular contract or obligation. General Account assets are also available to our general creditors and for conducting routine business activities, such as the payment of salaries, rent and other ordinary business expenses. The General Account is subject to regulation and supervision by the Arizona Department of Insurance and to the insurance laws and regulations of all jurisdictions where we are authorized to do business.

WHAT IS THE LEGAL STRUCTURE OF THE UNDERLYING FUNDS?

Each underlying Portfolio is registered as an open-end management investment company under the Investment Company Act. Shares of the underlying 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 Portfolios in which the Sub-accounts invest. However, under current SEC rules, you have voting rights in relation to Account Value allocated to the Sub-accounts. If an underlying 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 Annuity. 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 Portfolio held within the Separate Account are legally owned by us, we intend

to vote all of such shares when that underlying Portfolio seeks a vote of its shareholders. As such, all such shares will be counted towards whether there is a quorum at the underlying Portfolio’s shareholder meeting and toward the ultimate outcome of the vote. Thus, under “mirror voting,” it is possible that the votes of a small percentage of Owners who actually vote will determine the ultimate outcome.

We may, if required by state insurance regulations, disregard voting instructions if they would require shares to be voted so as to cause a change in the sub-classification or investment objectives of one or more of the available variable investment options or to approve or disapprove an investment advisory contract for a Portfolio. In addition, we may disregard voting instructions that would require changes in the investment policy or investment adviser of one or more of the Portfolios associated with the available variable investment options, provided that we reasonably disapprove such changes in accordance with applicable federal or state regulations. If we disregard Owner voting instructions, we will advise Owners of our action and the reasons for such action in the next available annual or semi-annual report.

We will furnish those Owners who have Account Value allocated to a Sub-account whose underlying 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 Portfolio that require a vote of shareholders. We reserve the right to change the voting procedures described above if applicable SEC rules change.

Similar Funds

The Portfolios are not publicly traded mutual funds. They are only available as investment options in variable annuity contracts and variable life insurance policies issued by insurance companies, or in some cases, to participants in certain qualified retirement plans. However, some of the Portfolios available as Sub-accounts under the Annuity are managed by the same adviser or subadviser as a retail mutual fund of the same or similar name that the Portfolio may have been modeled after at its inception. Certain retail mutual funds may also have been modeled after a Portfolio. While the investment objective and policies of the retail mutual funds and the Portfolios may be substantially similar, the actual investments will differ to varying degrees. Differences in the performance of the funds can be expected, and in some cases could be substantial. You should not compare the performance of a publicly traded mutual fund with the performance of any similarly named Portfolio offered as a Sub-account.

Material Conflicts

In the future, it may become disadvantageous for Separate Accounts of variable life insurance and variable annuity contracts to invest in the same underlying Portfolios. Neither the companies that invest in the Portfolios nor the Portfolios currently foresee any such disadvantage. The Board of Directors for each Portfolio intends to monitor events in order to identify any material conflict between variable life insurance policy Owners and variable annuity contract Owners and to determine what action, if any, should be taken. Material conflicts could result from such things as:

1.changes in state insurance law;

2.changes in federal income tax law;

3.changes in the investment management of any variable investment options; or

4.differences between voting instructions given by variable life insurance policy Owners and variable annuity contract Owners.

Fees and Payments Received by Us

As detailed below, we receive substantial payments from the underlying Portfolios and/or related entities, such as the Portfolios’ advisers and subadvisers. Because these fees and payments are made to us, allocations you make to the underlying Portfolios benefit us financially. In selecting Portfolios available under the Annuity, we consider the payments that will be made to us. Prudential Annuities Distributors, Inc. receives Rule 12b-1 fees which compensate it for distribution and administrative services (including recordkeeping services and the mailing of prospectuses and reports to Owners invested in the Portfolios). These fees are paid by the underlying Portfolio out of each Portfolio’s assets and are therefore borne by Owners.

We also receive administrative services payments from the Portfolios or the advisers of the underlying Portfolios or their affiliates, which are referred to as “revenue sharing” payments. The maximum combined 12b-1 fees and administrative services payments we receive with respect to a Portfolio are generally equal to an annual rate of 0.55% of the average assets allocated to the Portfolio under the Annuity (in certain cases, however, this amount may be equal to an annual rate of 0.60% of the average assets allocated to the Portfolio). We expect to make a profit on these fees and payments and consider them when selecting the Portfolios available under the Annuity.

In addition, an adviser or subadviser of a Portfolio or a distributor of the Annuity (not the Portfolios) may also compensate us by providing reimbursement, defraying the costs of, or paying directly for, among other things, marketing and/or administrative services and/or other services they provide in connection with the Annuity. These services may include but are not limited to: sponsoring or co-sponsoring various promotional, educational or marketing meetings and seminars attended by distributors, wholesalers, and/or broker dealer firms’ registered representatives, and creating marketing material discussing the Annuity, available options, and underlying Portfolios. The amounts paid depend on the nature of the meetings, the number of meetings attended by the adviser, subadviser, or distributor, the number of participants and attendees at the meetings, the costs expected to be incurred, and the level of the adviser’s, subadviser’s or distributor’s participation. These payments or reimbursements may not be offered by all advisers, subadvisers, or distributors and the amounts of such payments may vary between and among each adviser, subadviser, and distributor depending on their respective participation. We may also consider these payments and reimbursements when

selecting the Portfolios available under the Annuity. For the annual period ended December 31, 2021, with regard to the total annual amounts that were paid (or as to which a payment amount was accrued) under the kinds of arrangements described in this paragraph, the amounts for any particular adviser, subadviser or distributor ranged from $700 to $74,246. These amounts relate to all individual variable annuity contracts issued by us and our affiliates (as of December 31, 2021), not only the Annuity covered by this prospectus.

In addition to the payments that we receive from underlying Portfolios and/or their affiliates, those same Portfolios and/or their affiliates may make payments to us and/or other insurers affiliated with us related to the offering of investment options within variable annuity contracts or life insurance policies offered by our different business units.

WHO DISTRIBUTES THE ANNUITIES?

Prudential Annuities Distributors, Inc. (PAD) is the distributor and principal underwriter of the Annuity offered through this prospectus. PAD acts as the distributor of a number of annuity and life insurance products and the AST Portfolios. Other than in its role as distributor and principal underwriter of the Annuity, PAD is not affiliated with the Company. Prior to the Transaction, the Company and PAD were affiliates by virtue of common control. PAD’s principal business address is One Corporate Drive, Shelton, Connecticut 06484. PAD is registered as a broker-dealer under the Exchange Act and is a member of the Financial Industry Regulatory Authority (FINRA).

The Annuity is offered on a continuous basis. PAD enters into distribution agreements with both affiliated and unaffiliated broker-dealers who are registered under the Exchange Act (“Firms”). Applications for the Annuity are solicited by registered representatives of those firms. PAD utilizes a network of its own registered representatives to wholesale the Annuity to Firms. Because the Annuity offered through this prospectus is an insurance product as well as a security, all registered representatives who sell the Annuity are also appointed as insurance agents of ours.

We sell our annuity products through multiple distribution channels, including (1) independent broker-dealer firms and financial planners; (2) broker-dealers that are members of the New York Stock Exchange, including “wirehouse” and regional broker-dealer firms; and (3) broker-dealers affiliated with banks or that specialize in marketing to customers of banks. Although we are active in each of those distribution channels, the majority of our sales have come from the independent broker-dealer firms and financial planners.

Under the selling agreements, cash compensation in the form of commissions is paid to firms on sales of the Annuity according to one or more schedules. The registered representative will receive a portion of the compensation, depending on the practice of his or her firm. Commissions are generally based on a percentage of Purchase Payments made. Alternative compensation schedules are available that generally provide a lower initial commission plus ongoing quarterly compensation based on all or a portion of the Account Value. We may also provide cash compensation to the distributing firm for providing ongoing service to you in relation to your Annuity. These payments may be made in the form of percentage payments based upon “Assets under Management” or “AUM,” (total assets), subject to certain criteria in certain of our products. These payments may also be made in the form of percentage payments based upon the total amount of money received as Purchase Payments under our annuity products sold through the firm. Commissions and other cash compensation paid in relation to your Annuity do not result in any additional charge to you or to the Separate Account.

In connection with the sale and servicing of the Annuity, Firms may receive cash compensation and/or non-cash compensation. Cash compensation includes discounts, concessions, fees, service fees, commissions, asset based sales charges, loans, overrides, or any cash employee benefit received in connection with the sale and distribution of variable contracts. Non-cash compensation includes any form of compensation received in connection with the sale and distribution of variable contracts that is not cash compensation, including but not limited to merchandise, gifts, travel expenses, meals and lodging.

We may also provide cash compensation to the distributing Firm for providing ongoing service to you in relation to the Annuity. These payments may be made in the form of percentage payments based upon “Assets under Management” or “AUM,” (total assets), subject to certain criteria in certain of our products. These payments may also be made in the form of percentage payments based upon the total amount of money received as Purchase Payments under our annuity products sold through the Firm.

In addition, in an effort to promote the sale of our products (which may include the placement of the Annuity on a preferred or recommended company or product list and/or access to the Firm's registered representatives), we, or PAD, may enter into non-cash compensation arrangements with certain Firms with respect to certain or all registered representatives of such Firms under which such Firms may receive fixed payments or reimbursement. These types of fixed payments are made directly to or in sponsorship of the Firm and may include, but are not limited to payment for: training of sales personnel; marketing and/or administrative services and/or other services they provide to us or our affiliates; educating customers of the firm on the Annuity's features; conducting due diligence and analysis; providing office access, operations, systems and other support; holding seminars intended to educate registered representatives and make them more knowledgeable about the Annuities; conferences (national, regional and top producer); sponsorships; speaker fees; promotional items; a dedicated marketing coordinator; priority sales desk support; expedited marketing compliance approval and preferred programs to PAD; and reimbursements to Firms for marketing activities or other services provided by third-party vendors to the Firms and/or their registered representatives. To the extent permitted by FINRA rules and other applicable laws and regulations, we or PAD may also pay or allow other promotional incentives or payments in other forms of non-cash compensation (e.g., gifts, occasional meals and entertainment, sponsorship of due diligence events). Under certain circumstances, Portfolio advisers/subadvisers or other organizations with which we do business (“Entities”) may also receive incidental non-cash compensation, such as occasional meals and nominal gifts. The amount of this non-cash compensation varies widely because some may encompass only a single event, such as a conference, and others have a much broader scope.

Cash and/or non-cash compensation may not be offered to all Firms and Entities and the terms of such compensation may differ between Firms and Entities. In addition, we or our affiliates may provide such compensation, payments and/or incentives to Firms or Entities arising out of the marketing, sale and/or servicing of variable annuities or life insurance offered by us.

A list of the firms to whom we pay an amount under these arrangements is provided below. You should note that firms and individual registered representatives and branch managers within some firms participating in one of these compensation arrangements might receive greater compensation for selling the Annuity than for selling a different annuity that is not eligible for these compensation arrangements. While compensation is generally taken into account as an expense in considering the charges applicable to an annuity product, any such compensation will be paid by us or PAD and will not result in any additional charge to you. Your registered representative can provide you with more information about the compensation arrangements that apply upon the sale of the Annuity. Further information about the firms that are part of these compensation arrangements appears in the Statement of Additional Information, which is available without charge upon request.

The list below includes the names of the firms that we are aware as of December 31, 2021 received cash compensation with respect to our annuity business during 2021 (or as to which a payment amount was accrued during 2021). The firms listed below include those receiving payments in connection with marketing of products issued by Prudential Annuities Life Assurance Corporation. During 2021, the least amount paid, and greatest amount paid, were $3.13 and $13,763,384.90, respectively.

Name of Firm:


1879 Advisors	Financial Focus Group	National Securities Corp.
Access Wealth	Financial Independence Group, Inc.	Navis Wealth Management
Advisor Engine	Financial Planning Association	NBC Securities Inc
Advisor Group	Financial Planning Services of La Crosse	NCNY
Aegon Transamerica	Financial Security Advisory, Inc.	Newroads Financial Group
AIM	Financial Security Management, Inc.	Next Financial Group, Inc.
ALGA	Financial Services Int'l Corp. (FSIC)	NorthStar Wealth Partners, LLC
ALHA	Financial Services of Central Florida	Northwest Mutual Investment Services, LLC
Allianz	Financial West Group	NPB Financial Group, LLC
Allied Wealth Partners	FinTrust Investment Advisors, LLC	Numerica Financial Services
Allstate Financial Srvcs, LLC	First Allied Securities, Inc.	NVAL
American Funds Service Company, Inc.	First Citizens Bank	Ohio National Financial Services
AMERICAN PORTFOLIO FIN SVCS INC	First Financial Equity Corporation	Old Dominion Investment Corporation
American Wealth Strategy Group	First Heartland Capital, Inc.	Olson Financial Services
Ameriprise Financial, Inc.	First Savings Wealth Management	Omni Credit Management, Inc.
Ameritas Investment Corp.	Foothill Securities, Inc.	One Team Financial, LLC
APW Capital, Inc.	Fortune Financial Services, Inc.	OneAmerica Securities, Inc.
Arete Wealth Management	Founders Financial Securities, LLC	OneDigital
Artiea Capital Management	Frieden Wealth Management	OPPENHEIMER & CO, INC.
Aspiriant	Frost Bank	Packerland Brokerage Svcs,Inc
ASSOCIATED SECURITIES CORP	FSC Securities Corp.	Park Avenue Securities, LLC
Ausdal Financial Partners, Inc.	Fulcrum Financial Group LLC	Parkland Securities
Avantax Investment Services	Fundamental Advisors, LP	Partners Financial
AXA Advisors, LLC	Garden State Securities, Inc.	Patelco Credit Union
BancWest Investment Services	Gateway Financial Advisors	Patrick Lewis Investment Group
Bank of Canton	Geneos Wealth Management, Inc.	Peak Brokerage Services
BankersLife Securities	Genesis Asset Management	Peoples United Bank
BB&T Investment Services, Inc.	Goldberg, Clouse & Edgell	Pericles Financial Services
BBVA Compass Investment Solutions, Inc.	GoldBook Financial	PFG Advisors
BCG Securities, Inc.	Golden 1 Investment Services	Piedmont Advantage Credit Union
Beach Financial Group	Golden Years Advisors	Pioneer Investments
Beacon Pointe Advisors	Gradient Securities, LLC	Planmember Securities Corporation
Beaconsfield Financial Services	Great Point Wealth Advisors, LLC	PNC Investments, LLC
Benchmark Financial Wealth Advisors, LLC	Grove Point Investments	Power Women Investing


Benson Blackburn	Gulf Coast Advisors, Inc.	Powers Financial Group
Berthel Fisher & Company	GWN Securities, Inc.	Presidential Brokerage
BFT Financial Group, LLC	H. Beck, Inc.	Principal Financial Group
Bleakley Financial Group	Hantz Financial Services,Inc.	Private Client Services, LLC
Brightline	Harbour Investment, Inc.	Prospera Financial Services, Inc.
Brokers International	Hazard & Siegel, Inc.	Purshe Kaplan Sterling Investments
Brooklight Place Securities Inc	HBW Securities, Inc.	Raymond James Financial Svcs
Bruderman Brothers LLC	Henderson Global Investors	RBC CAPITAL MARKETS CORPORATION
Business Insider Inc.	Heritage Financial Services, LLC	RDG Wealth Management, LLC
BXMT	High Point Insurance	Redstone Communications Group, Inc.
Cabot Wealth Management Inc	Hightower Advisors, LLC	Regal Securities
Cadaret, Grant & Co., Inc.	Hilltop Securities Inc.	Regions Bank
Calton & Associates, Inc	Hornor, Townsend & Kent, Inc.	Resource Horizon Group, LLC
Cambridge Investment Research, Inc.	Hosler Wealth Management	Retirement Advisors of the Southwest
Cantella & Co., Inc.	HSBC	Retirement Wealth Management, LLC
CAPE SECURITIES, INC.	Huckstep Asset Management	Revere Securities
Capital Investment Group, Inc.	Huntleigh Securities	RNR Securities, L.L.C.
Capital Synergy Partners	IBN Financial Services, Inc.	Robert Fine & Associates
Capitol Financial Solutions	Independent Financial Grp, LLC	Robert W. Baird & Co., Inc.
Capitol Securities Management, Inc.	INDY	Rockefeller & Co., Inc.
Capstone Financial	Infinex Financial Group	Roussel & Associates
Cary Street Partners	Instrumental Wealth	Royal Alliance Associates
Centaurus Financial, Inc.	International Assets Advisory LLC	SA Stone Wealth Management Inc.
Cetera Advisor Network LLC	Intervest International	Sachs Wealth Management
CFD Investments, Inc.	Invesco Ltd.	SageMint Wealth
Chadwick Financial Group	Investment Architects Inc	SAGEPOINT FINANCIAL, INC.
CHAR	J.J.B. Hilliard Lyons, Inc.	Sandin Financial
Chartered Course Financial Group	J.P. Morgan	SARA
Citigroup Global Markets Inc.	J.W. Cole Financial, Inc.	Saxony Securities, Inc.
Citizens Securities, Inc.	Janney Montgomery Scott, LLC.	SCF Securities, Inc.
Clarion Partners, LLC	Jeffrey Wealth Management	Secure Planning Strategies
Coastal Equities	Jennison Associates, LLC	Securian Advisors MidAmerica
Columbia Pacific Advisors	Kestra Financial, Inc.	Securian Financial Svcs, Inc.
Commonwealth Financial Network	Key Investment Services LLC	Securities America, Inc.
Community America Financial Solutions Inc.	Kingswood Capital Management	SEMO
Community State Bank	KM Wealth Management	Serra Street Partners
Compak Securities	KMS Financial Services, Inc.	Shoemaker Financial
Complete Financial Services	Knightsbridge Wealth Management	Sigma Financial Corporation
Concord Financial Advisors	Kovack Securities, Inc.	Signature Wealth Management Group
Concourse Financial Group Securities Inc	Kuderna Financial Team	SMH Capital
Connect Financial Group	L.M. Kohn & Company	Snowden Capital Advisors LLC
Coordinated Capital Securities Inc	LAMR	Sorrento Pacific Financial LLC
Cornerstone Private Wealth Management	Lasalle St. Securities, LLC	South Placer Wealth Management Group
Crown Capital Securities, L.P.	Leaders Group Inc.	South State Bank
Cue Financial	Lebenthal Wealth Advisors, LLC	Spectrum Advisors
CUNA Brokerage Svcs, Inc.	Legacy Investment Advisors, LLC	Spire Securities
CUSO Financial Services, L.P.	Lifeline Financial Partners	Steel Peak Wealth Management
CW Capital	Lifemark Corporation	Stifel Nicolaus & Co.


D.A. Davidson	Lifetime Financial Growth	Strategic Wealth Management Group, LLC
D.H. Hill Securities LLLP	Lighthouse Services	Strong Valley Wealth & Pension
DANV	Lincoln Financial Advisors	SunTrust Investment Services, Inc.
David Lerner and Associates	Lincoln Financial Securities Corporation	SWBC Investment Services
Dempsey Lord Smith, LLC	Lincoln Investment Planning	T. Rowe Price Group, Inc.
DeRosa Asset Management	Lion Street	TFS Securities, Inc.
DETN	LPL Financial Corporation	The Investment Center
DFPG Investments LLC	M Holdings Securities, Inc	The Leaders Group
Diamond State Financial Group	M&T Securities	The Levacy Group
Dimensional Fund Advisors Ltd	M.S. Howell	The O.N. Equity Sales Co.
Dominion Investor Services, Inc.	Madison Advisors	The Prudential Insurance Company of America
Duval Capital Management	Market Counsel	TransAmerica Financial Advisors, Inc.
Dywane A. Hall & Company	Market Street Trust Company	Triad Advisors, Inc.
Eastern Trust Wealth Management	McNally Financial Services Corporation	UBS Financial Services, Inc.
Edward Jones & Co.	Mercer Allied Company L.P.	United Brokerage Services, Inc.
EH Financial Group, Inc.	Merrill Lynch	United Planners Fin. Serv.
Elite Marketing Group	MML Investors Services, Inc.	US Bank
EMP Financial Network, Inc.	Money Concepts Capital Corp.	USA Financial Securities Corp.
Equitable Advisors, LLC	Morgan Keegan & Company	VOYA Financial Advisors
Equity Concepts	Morgan Stanley Smith Barney	WADDELL & REED INC.
Equity Services, Inc.	Mutual of Omaha Insurance Company	WATERSTONE FINANCIAL GROUP INC
Executive Financial Group, LLC	Mutual Securities, Inc	Wells Fargo Advisors LLC
Fidelity Investments	Mutual Service Corporation	WELLS FARGO ADVISORS LLC - WEALTH
		Woodbury Financial Services

FINANCIAL STATEMENTS

The financial statements of Prudential Annuities Life Assurance Corporation and the Separate Account are included in the Statement of Additional Information.

LEGAL PROCEEDINGS

As of the date of this prospectus, neither the Company nor the Separate Account is a party to any material legal proceedings outside of the ordinary routine litigation incidental to the business. Although the Company and its affiliates are involved in pending and threatened legal proceedings in the normal course of its business, we do not anticipate that the outcome of any such legal proceedings will have a material adverse effect on the Separate Account, or the Company's’ ability to meet its obligations under the Annuity.

As of the date of this prospectus, Prudential Annuities Distributors, Inc. is not a party to any material legal proceedings outside of the ordinary routine litigation incidental to the business. Although Prudential Annuities Distributors, Inc. and its affiliates are involved in pending and threatened legal proceedings in the normal course of its business, we do not anticipate that the outcome of any such legal proceedings will have a material adverse effect on its ability to meet its obligations related to the Annuity.

HOW TO CONTACT US

Please communicate with us using the telephone number and addresses below for the purposes described. Failure to send mail to the proper address may result in a delay in our receiving and processing your request.

Annuities Service Center

Call our Annuities Service Center at 1-800-879-7012 during normal business hours.

Internet

Access information about your Annuity here: www.prudential.com

Correspondence Sent by Regular Mail

Annuities Service Center

P.O. Box 7960

Philadelphia, PA 19176

Correspondence Sent by Overnight*, Certified or Registered Mail

Annuities Service

1600 Malone Street

Millville, NJ 08332

*Please note that overnight correspondence sent through the United States Postal Service may be delivered to the P.O. Box listed above, which could delay receipt of your correspondence at our Annuities Service Center. Overnight mail sent through other methods (e.g. Federal Express, United Parcel Service) will be delivered to the address listed below.

Correspondence sent by regular mail to our Annuities Service Center should be sent to the address shown above. Your correspondence will be picked up at this address and then delivered to our Annuities Service Center. Your correspondence is not considered received by us until it is received at our Annuities Service Center. Where this prospectus refers to the day when we receive a Purchase Payment, request, election, notice, transfer or any other transaction request from you, we mean the day on which that item (or the last requirement needed for us to process that item) arrives in complete and proper form at our Annuities Service Center or via the appropriate telephone or fax number if the item is a type we accept by those means. There are two main exceptions: if the item arrives at our Annuities Service Center (1) on a day that is not a business day, or (2) after the close of a business day, then, in each case, we are deemed to have received that item on the next business day.

You can obtain account information by calling our automated response system, and at www.prudential.com. Our Customer Service representatives are also available during business hours to provide you with information about your account. You can request certain transactions through our telephone voice response system, the website or through a customer service representative. You can provide authorization for a third party, including your attorney-in-fact acting pursuant to a power of attorney or your financial professional, to access your account information and perform certain transactions on your account. You will need to complete a form provided by us which identifies those transactions that you wish to authorize via telephonic and electronic means and whether you wish to authorize a third party to perform any such transactions. Please note that unless you tell us otherwise, we deem that all transactions that are directed by your financial professional with respect to your Annuity have been authorized by you. We require that you or your representative provide proper identification before performing transactions over the telephone or through the website. This may include a Personal Identification Number (PIN) that will be provided to you upon issue of your Annuity or you may establish or change your PIN by calling our automated response system, and at www.prudential.com. Any third party that you authorize to perform financial transactions on your account will be assigned a PIN for your account.

Transactions requested via telephone are recorded. To the extent permitted by law, we will not be responsible for any claims, loss, liability or expense in connection with a transaction requested by telephone or other electronic means if we acted on such transaction instructions after following reasonable procedures to identify those persons authorized to perform transactions on your Annuity using verification methods which may include a request for your Social Security number, PIN or other form of electronic identification. We may be liable for losses due to unauthorized or fraudulent instructions if we did not follow such procedures.

We do not guarantee access to telephonic, facsimile, Internet or any other electronic information or that we will be able to accept transaction instructions via such means at all times. Regular and/or express mail will be the only means by which we will accept transaction instructions when telephonic, facsimile, Internet or any other electronic means are unavailable or delayed. We reserve the right to limit, restrict or terminate telephonic, facsimile, Internet or any other electronic transaction privileges at any time.

This prospectus is being provided for informational or educational purposes only and does not consider the investment objectives or financial situation of any Annuity Owner. The information is not intended as investment advice and is not a recommendation about managing or investing your retirement savings. Annuity Owners seeking information regarding their particular investment needs should contact a financial professional.

PRUDENTIAL, THE PRUDENTIAL LOGO AND THE ROCK DESIGN ARE TRADEMARKS OF PRUDENTIAL FINANCIAL, INC. AND ITS RELATED ENTITIES, REGISTERED IN MANY JURISDICTIONS WORLDWIDE. USED UNDER LICENSE.

FORTITUDE RE AND THE FORTITUDE RE LOGO ARE SERVICE MARKS OF FORTITUDE GROUP HOLDINGS, LLC AND ITS AFFILIATES. OTHER PROPRIETARY FORTITUDE RE MARKS MAY BE DESIGNATED AS SUCH THROUGH THE USE OF THE SM OR ® SYMBOLS.

APPENDIX A - PORTFOLIOS AVAILABLE UNDER THE ANNUITY

The following is a list of Portfolios available under the Annuity. More information about the Portfolios is available in the prospectuses for the Portfolios, which may be amended from time to time and can be found online at www.prudential.com/personal/annuities/annuity-prospectuses . You can also request this information at no cost by calling 1-800-346-3778 or by sending an email request to service@prudential.com.

The current expenses and performance information below reflects fee and expenses of the Portfolios, but do not reflect the other fees and expenses that your Contract may charge. Expenses would be higher, and performance would be lower if these other charges were included. Each Portfolio’s past performance is not necessarily an indication of future performance.


Fund Type	Portfolio Company and Adviser/Subadviser	Current Expenses	Average Annual Total Returns (as of 12/31/21)
			1-Year	5-Year	10-Year
Equity	MFS® International Growth Portfolio – Service Class* Adviser: Massachusetts Financial Services Company	1.13%	8.99%	13.95%	9.73%
Fixed Income	MFS® Total Return Bond Series – Service Class* Adviser: Massachusetts Financial Services Company	0.78%	-1.07%	3.87%	3.39%
Allocation	MFS® Total Return Series – Service Class* Adviser: Massachusetts Financial Services Company	0.86%	13.84%	9.57%	9.31%
Equity	MFS® Value Series – Service Class* Adviser: Massachusetts Financial Services Company	0.95%	25.16%	11.97%	13.13%
Fixed Income	PSF PGIM Government Money Market Portfolio - Class III Adviser: PGIM Investments LLC Subadviser: PGIM Fixed Income, a business unit of PGIM, Inc.	0.58%	0.04%	0.69%	0.23%

* This information includes annual expenses that reflect temporary fee reductions.

A-1

APPENDIX B – NET INVESTMENT FACTOR

The net investment factor for a Valuation Period is (a) divided by (b), less (c), where:

(a) is the net result of:

(1) the net asset value per share of the underlying mutual fund shares held by that Variable Subaccount at the end of the current Valuation Period plus the per share amount of any dividend or capital gain distribution declared and unpaid (accrued) by the underlying mutual fund, plus or minus

(2) any per share charge or credit during the current Valuation Period as a provision for taxes attributable to the operation or maintenance of that Variable Subaccount.

(b) is the net result of:

(1) the net asset value per share of the underlying mutual fund shares held by that Variable Subaccount at the end of the preceding Valuation Period plus the per share amount of any dividend or capital gain distribution declared and unpaid (accrued) by the underlying mutual fund, plus or minus

(2) any per share charge or credit during the preceding Valuation Period as a provision for taxes attributable to the operation or maintenance of the Variable Subaccount.

(c) is the Insurance Charge and any applicable charge assessed against a Variable Subaccount for any optional benefit attached to this Annuity corresponding to the portion of the 365 day year (366 for a leap year) that is in the current Valuation Period.

We value the assets in the Variable Subaccount(s) at their fair market value in accordance with accepted accounting practices and applicable laws and regulations. The net investment factor may be greater than, equal to, or less than one.

B-1

APPENDIX C – SPECIAL CONTRACT PROVISIONS FOR ANNUITIES ISSUED IN CERTAIN STATES

Certain features of your Annuity may be different than the features described earlier in this prospectus, if your Annuity is issued in certain states described below. Further variations may arise in connection with additional state reviews.


Jurisdiction			Special Provisions
California			Medically-Related Surrenders are not available.
Florida			Annuitization available after one year.
Massachusetts			The annuity rates we use to calculate annuity payments are available only on a gender-neutral basis under any Annuity Option. Medically-Related Surrenders are not available.
Montana			The annuity rates we use to calculate annuity payments are available only on a gender-neutral basis under any Annuity Option.
Pennsylvania			The Step Rate Plus Index Strategies with 5% Buffers are not available. The Tiered Participation Rate Index Strategies with 5% Buffers are not available.

C-1

This prospectus describes the important features of the Annuity and provides information about Prudential Annuities Life Assurance Corporation (“we,” “our,” “us” or “the Company”) and Prudential Annuities Life Assurance Corporation Variable Account B (Separate Account).

We have filed with the Securities and Exchange Commission (“SEC”) a Statement of Additional Information (SAI) that includes additional information about the Annuity and the Separate Account. The SAI is incorporated by reference into this prospectus. The SAI is available from us, without charge, upon request. To request a copy of the SAI, to ask about your Annuity, or to make other investor inquiries, please call 1-800-879-7012.

We file periodic reports and other information about the Annuity and the Separate Account as required under the federal securities laws. Those reports and other information about us are available on the SEC’s website at http://www.sec.gov , and copies of reports and other information may be obtained, upon payment of a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.


10 Exchange Place 22nd Floor Jersey City, New Jersey 07302

Edgar Contract Identifier: C000218665

RILABPROS

PART B

FlexGuard B Series

Statement of Additional Information: May 1, 2022,

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B

The variable annuity contracts listed above (Annuities) are issued by PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION, a Fortitude Re Company, and PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B (also known as “Separate Account B”).

TABLE OF CONTENTS


			PAGE
GENERAL INFORMATION ABOUT PRUDENTIAL ANNUITIES			2
Prudential Annuities Life Assurance Corporation			2
Prudential Annuities Life Assurance Corporation Variable Account B			2
Prudential Annuities Life Assurance Corporation Index Strategies Separate Account			3
PRINCIPAL UNDERWRITER/DISTRIBUTOR - PRUDENTIAL ANNUITIES DISTRIBUTORS, INC.			3
OTHER SERVICE PROVIDERS			3
MISSTATEMENT OF AGE OR SEX			4
CYBER SECURITY AND BUSINESS CONTINUITY RISKS			4
FINANCIAL STATEMENTS			5

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS. THE PROSPECTUS DATED MAY 1, 2022 CONTAINS INFORMATION THAT YOU SHOULD CONSIDER BEFORE INVESTING. FOR A COPY OF THE PROSPECTUS SEND A WRITTEN REQUEST TO ANNUITIES SERVICE CENTER, P.O. BOX 7960, PHILADELPHIA, PA 19176 OR TELEPHONE 1-800-879-7012. YOU MAY ACCESS THE PROSPECTUS AT WWW.PRUDENTIAL.COM/PERSONAL/ANNUITIES/ANNUITY-PROSPECTUSES.


Prospectus Dated: May 1, 2022			Statement of Additional Information Dated: May 1, 2022
Prudential FlexGuard B Series: C000218665

GENERAL INFORMATION ABOUT PRUDENTIAL ANNUITIES

Prudential Annuities Life Assurance Corporation

The Company is a stock life insurance company incorporated under the laws of Arizona (formerly incorporated in Connecticut), and its ultimate parent company is Fortitude Re.

Prudential Annuities Life Assurance Corporation Variable Account B

Prudential Annuities Life Assurance Corporation Variable Account B, also referred to as “Separate Account B,” was established by us pursuant to Connecticut law on November 25, 1987. Prior to November 18, 2002, Separate Account B was organized as a single separate account with six different Sub-account classes, each of which was registered as a distinct unit investment trust under the Investment Company Act. Effective November 18, 2002, each Sub-account class of Separate Account B was consolidated into American Skandia Life Assurance Corporation Variable Account B Class 1 Sub-accounts, which was subsequently renamed Prudential Annuities Life Assurance Corporation Variable Account B. Each Sub-account of Separate Account B has multiple Unit Prices to reflect the daily charge deducted for each combination of the applicable Insurance Charge, Distribution Charge (when applicable) and the charge for each optional benefit offered under Annuity contracts funded through Separate Account B. The consolidation of Separate Account B had no impact on Annuity Owners.

Effective August 31, 2013, Prudential Annuities Life Assurance Corporation changed its domicile from Connecticut to Arizona. As a result of this change, the Arizona Department of Insurance is our principal regulatory authority and all of our separate accounts, including Separate Account B, will now be operated in accordance with the laws of Arizona.

Separate Account B holds assets of other annuities issued by us with values and benefits that vary according to the investment performance of the underlying mutual funds or portfolios of underlying mutual funds offered as Sub-accounts of Separate Account B. The underlying mutual funds or portfolios of underlying mutual funds are referred to as the Portfolios. Each Sub-account invests exclusively in a Portfolio. You will find additional information about the Portfolios in their respective prospectuses.

Separate Account B is registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940 (the “Investment Company Act”) as a unit investment trust, which is a type of investment company. Values and benefits based on allocations to the Sub-accounts will vary with the investment performance of the Portfolios, as applicable. We do not guarantee the investment results of any Sub-account. You bear the entire investment risk.

We reserve the right to do any or all of the following: (a) combine a Sub-account with other Sub-accounts; (b) combine Separate Account B or a portion of it with other “unitized” separate accounts; (c) deregister Separate Account B under the Investment Company Act; (d) operate Separate Account B as a management investment company under the Investment Company Act or in any other form permitted by law; (e) make changes required by any change in the Securities Act, the Exchange Act or the Investment Company Act; (f) make changes that are necessary to maintain the tax status of your Annuity under the Code; (g) make changes required by any change in other Federal or state laws relating to retirement annuities or annuity contracts; and (h) discontinue offering any Sub-account at any time.

Also, from time to time, we may make additional Sub-accounts available to you.

We may eliminate Sub-accounts, combine two or more Sub-accounts or substitute one or more new Portfolios for the one in which a Sub-account is invested.

We reserve the right to transfer assets of Separate Account B, which we determine to be associated with the class of contracts to which your Annuity belongs, to another “unitized” separate account. We will notify you (and/or any payee during the payout phase) of any modification to your Annuity. We may endorse your Annuity to reflect the change.

Prudential Annuities Life Assurance Corporation Index Strategies Separate Account

Assets supporting the Index Strategies are held in a non-insulated, non-unitized separate account established under Arizona law. These assets are subject to the claims of the creditors of the Company and the benefits provided under the Index Strategies are subject to the claims paying ability of the Company.

We are not obligated to invest according to specific guidelines or strategies except as may be required by Arizona and other state insurance laws.

PRINCIPAL UNDERWRITER/DISTRIBUTOR - PRUDENTIAL ANNUITIES DISTRIBUTORS, INC.

Prudential Annuities Distributors, Inc. (“PAD”), a wholly-owned subsidiary of Prudential Annuities, Inc., is the distributor and principal underwriter of the Annuity described in the Prospectus and this Statement of Additional Information. PAD acts as the distributor of a number of annuity and life insurance products and the AST Portfolios. Other than in its role as distributor and principal underwriter of the Annuity, PAD is not affiliated with the Company. Prior to the Transaction, the Company and PAD were affiliates by virtue of common control.

PAD’s principal business address is One Corporate Drive, Shelton, Connecticut 06484. PAD is registered as a broker-dealer under the Securities Exchange Act of 1934 (the “Exchange Act”) and is a member of the Financial Industry Regulatory Authority (“FINRA”).

The Annuity is no longer sold but Owners may make additional Purchase Payments and transfer Account Value in accordance with the Annuity. PAD enters into distribution agreements with both affiliated and unaffiliated broker-dealers who are registered under the Exchange Act and with entities that may offer the Annuity but are exempt from registration (“firms”). Applications for annuity products are solicited by registered representatives of those firms.

Commissions are paid to firms on sales of the Annuity according to one or more schedules. The registered representative will receive a portion of the compensation, depending on the practice of his or her firm. Commissions are generally based on a percentage of Purchase Payments made. Alternative compensation schedules are available that generally provide a lower initial commission plus ongoing quarterly compensation based on all or a portion of the account value. We may also provide cash compensation to the distributing firm for providing ongoing service to you in relation to the Annuity. Commissions and other cash compensation paid in relation to the Annuity do not result in any additional charge to you or to Separate Account B.

Payments made to promote sale of our products.

In an effort to promote the sale of our products, we and/or PAD pay certain broker-dealers cash compensation in the form of: commissions according to one or more schedules; percentage payments based on “Assets Under Management” (total assets”) subject to certain criteria in certain products; and/or percentage payments based on the total amount of money received as purchase payments under annuity products sold through the broker-dealer.

We or PAD also may compensate third-party vendors, for services that such vendors render to broker-dealer firms. To the extent permitted by FINRA rules and other applicable laws and regulations, PAD may pay or allow other promotional incentives or payments in the forms of non-cash compensation. These arrangements may not be offered to all firms and the terms of such arrangements may differ between firms.

The list in the prospectus includes the names of the firms that we are aware (as of December 31, 2021) received cash compensation with respect to annuity business during 2021 (or as to which a payment amount was accrued during 2021). The firms listed include payments in connection with products issued by the Company. Your registered representative can provide you with more information about the compensation arrangements that apply upon the sale of the Annuity. During 2021, the least amount paid, and greatest amount paid, were $3.13 and $13,763,384.90, respectively.

With respect to all individual annuities issued by the Company (or its affiliates as of the time periods indicated), PAD received commissions as follows: 2021: $467,002,678.61 2020: $211,412,859.70 and 2019: $97,485,195.74. PAD retained none of those commissions.

OTHER SERVICE PROVIDERS

As of December 31, 2021, the following non-affiliated entities could be deemed service providers to the Company in connection with the Annuity.


Name of Service Provider	Services Provided	Address
Broadridge Investor Communication	Proxy services and regulatory mailings	51 Mercedes Way, Edgewood, NY 11717
EDM Americas	Records management and administration of annuity contracts	301 Fayetteville Street, Suite 1500, Raleigh, NC 27601
EXL Service Holdings, Inc	Administration of annuity contracts	350 Park Avenue, 10th Floor, New York, NY 10022
Guidehouse	Claim related services	150 North Riverside Plaza, Suite 2100, Chicago, IL 60606
National Financial Services	Clearing firm for Broker Dealers	82 Devonshire Street Boston, MA 02109
Open Text, Inc	Fax Services	100 Tri-State International Parkway, Lincolnshire, IL 60069
PERSHING LLC	Clearing firm for Broker Dealers	One Pershing Plaza, Jersey City, NJ 07399
Prudential Insurance Company of America (“PICA”)*	Third party administration and processing for Annuity contracts	213 Washington Street Newark, NJ 07102- 2992
The Depository Trust Clearinghouse Corporation	Clearing and settlement services for Distributors and Carriers.	55 Water Street, 26th Floor, New York, NY 10041
Thomson Reuters	Tax reporting services	3 Times Square New York, NY 10036
Universal Wilde	Composition, printing, and mailing of contracts and benefit documents	26 Dartmouth Street, Westwood, MA 02090
*as of April 1, 2022

MISSTATEMENT OF AGE OR SEX

If there has been a misstatement of the age and/or sex of any person upon whose life annuity payments or the minimum death benefit is based, we make adjustments to conform to the facts. As to annuity payments: (a) any underpayments by us will be remedied on the next payment following correction; and (b) any overpayments by us will be charged against future amounts payable by us under your Annuity.

CYBER SECURITY AND BUSINESS CONTINUITY RISKS

With the increasing use of technology and computer systems in general and, in particular, the Internet to conduct necessary business functions, the Company is susceptible to operational, information security and related risks. These risks, which are often collectively referred to as “cyber security” risks, may include deliberate or malicious attacks, as well as unintentional events and occurrences. These risks are heightened by our offering of increasingly complex products, such as those that feature automatic asset transfer or reallocation strategies, and by our employment of complex investment, trading and hedging programs. Cyber security is generally defined as the technology, operations and related protocol surrounding and protecting a user’s computer hardware, network, systems and applications and the data transmitted and stored therewith. These measures ensure the reliability of a user’s systems, as well as the security, availability, integrity, and confidentiality of data assets.

Deliberate cyber attacks can include, but are not limited to, gaining unauthorized access (including physical break-ins) to computer systems in order to misappropriate and/or disclose sensitive or confidential information; deleting, corrupting or modifying data; and causing operational disruptions. Cyber attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (in order to prevent access to computer networks). In addition to deliberate breaches engineered by external actors, cyber security risks can also result from the conduct of malicious, exploited or careless insiders, whose actions may result in the destruction, release or disclosure of confidential or proprietary information stored on an organization’s systems.

The Company is also subject to risks related to disasters and other events, such as storms, earthquakes, fires, outbreaks of infectious diseases (such as COVID-19), utility failures, terrorist acts, political and social developments, and military and governmental actions. These risks are often collectively referred to as “business continuity” risks. These events could adversely affect the Company and our ability to conduct business and process transactions. Although the Company has business continuity plans, it is possible that the plans may not operate as intended or required and that the Company may not be able to provide required services, process transactions, deliver documents or calculate values. It is also possible that service levels may decline as a result of such events.

Cyber security events, disasters and similar events, whether deliberate or unintentional, that could impact the Company and Contract owners could arise not only in connection with our own administration of the Annuity, but also with entities operating the Annuity’s Portfolios and with third-party service providers. Cyber security and other events affecting any of the entities involved with the offering and administration of the Annuity may

cause significant disruptions in the business operations related to the Annuity. Potential impacts may include, but are not limited to, potential financial losses under the Annuity, your inability to conduct transactions under the Annuity and/or with respect to a Portfolio, an inability to calculate unit values with respect to the Annuity and/or the net asset value (“NAV”) with respect to a Portfolio, and disclosures of your personal or confidential account information.

In addition to direct impacts to you, cyber security and other events described above may result in adverse impacts to the Company, including regulatory inquiries, regulatory proceedings, regulatory and/or legal and litigation costs, and reputational damage. Costs incurred by the Company may include reimbursement and other expenses, including the costs of litigation and litigation settlements and additional compliance costs. Considerable expenses also may be incurred by the Company in enhancing and upgrading computer systems and systems security following a cyber security failure or responding to a disaster or similar event. The rapid proliferation of technologies, as well as the increased sophistication and activities of organized crime, hackers, terrorists, and others continue to pose new and significant cyber security threats. In addition, the global spread of COVID-19 has caused the Company and its service providers to implement business continuity plans, including widespread use of work-from-home arrangements. Although the Company, our service providers, and the Portfolios offered under the Annuity may have established business continuity plans and risk management systems to mitigate risks, there can be no guarantee or assurance that such plans or systems will be effective, or that all risks that exist, or may develop in the future, have been completely anticipated and identified or can be protected against. Furthermore, the Company cannot control or assure the efficacy of the cyber security and business continuity plans and systems implemented by third-party service providers, the Portfolios, and the issuers in which the Portfolios invest.

FINANCIAL STATEMENTS

The financial statements of Prudential Annuities Life Assurance Corporation Variable Account B are incorporated into this Statement of Additional Information by reference to the latest financial statements on Form N-VPFS for the Prudential Annuities Life Assurance Corporation Variable Account B as filed with the SEC on April 18, 2022. The financial statements of Prudential Annuities Life Assurance Corporation are incorporated by reference to its annual report for the year ending December 31, 2021 on Form 10-K as filed with the SEC on March 14, 2022. Such financial statements have been audited by PricewaterhouseCoopers LLP (“PwC”), an independent registered public accounting firm. PwC’s principal business address is 300 Madison Avenue, New York, NY 10017-6204.

PART C

OTHER INFORMATION

ITEM 27. EXHIBITS:


(a)			Copy of the resolution of the board of directors of Depositor authorizing the establishment of the Registrant for Separate Account B filed via EDGAR with Post-Effective Amendment No. 6 to Registration Statement No. 33-87010, filed March 2, 1998.
(b)			Not applicable. Prudential Annuities Life Assurance Corporation maintains custody of all assets.
(c) (1)			Principal Underwriting Agreement. Filed via EDGAR with Post-Effective Amendment No. 14 to Registration Statement No 333-96577 filed April 21, 2006.
(2)			Specimen Revised Dealer Agreement (Filed via EDGAR with Pre-Effective Amendment No. 1 to Registration Statement No. 333-236099 filed May 7, 2020)
(3)			First Amendment to Principal Underwriting Agreement. Filed via EDGAR with Post-Effective Amendment No. 49 to Registration Statement No. 333-96577 filed September 23, 2011.
(d) (1)			Variable Annuity B Contract (RILA/IND)(11/19). (Filed via EDGAR with Pre-Effective Amendment No. 1 to Registration Statement No. 333-236099 filed May 7, 2020)
(2)			Beneficiary Annuity Schedule Page for B Contract RILA-SCH-DCD(11/19). (Filed via EDGAR with Pre-Effective Amendment No. 1 to Registration Statement No. 333-236099 filed May 7, 2020)
(3)			Medically Related Surrender Endorsement END-RILA-MRS(11/19). (Filed via EDGAR with Pre-Effective Amendment No. 1 to Registration Statement No. 333-236099 filed May 7, 2020)
(4)			Point to Point with Cap Index Strategy Endorsement END-RILA-P2P(9/20). (Filed via EDGAR with Post-Effective Amendment No. 1 to Registration Statement No. 333-236099 filed April 9, 2021)
(5)			Step Rate Plus Index Strategy Endorsement END-RILA-SRP(9/20). (Filed via EDGAR with Post-Effective Amendment No. 1 to Registration Statement No. 333-236099 filed April 9, 2021)
(6)			Tiered Participation Rate Index Strategy Endorsement END-RILA-TPAR(9/20). (Filed via EDGAR with Post-Effective Amendment No. 1 to Registration Statement No. 333-236099 filed April 9, 2021)
(7)			Endorsement END-RILA-IND(3/21). (Filed via EDGAR with Post-Effective Amendment No. 1 to Registration Statement No. 333-236099 filed April 9, 2021)
(e) (1)			Prudential FlexGuard B Series Variable Annuity Application RILA-APP(3/21). (Filed via EDGAR with Post-Effective Amendment No. 1 to Registration Statement No. 333-236099 filed April 9, 2021)
(2)			Prudential FlexGuard B Series Beneficiary Variable Annuity Application RILA-IBAPP(3/21). (Filed via EDGAR with Post-Effective Amendment No. 1 to Registration Statement No. 333-236099 filed April 9, 2021)
(f) (1)			Copy of the amended certificate of incorporation of Prudential Annuities Life Assurance Corporation filed via EDGAR with Registration Statement No. 33-44202, filed March 14, 2008.
(2)			Articles of Domestication of Prudential Annuities Life Assurance Corporation, effective August 31, 2013. Filed via EDGAR with Post-Effective Amendment No. 26 to Registration Statement No. 333-150220, filed August 30, 2013.
(3)			Copy of the amended and restated By-Laws of Prudential Annuities Life Assurance Corporation filed via EDGAR with Registration Statement No. 33-44202, filed March 14, 2008.
(4)			Amended and Restated By-Laws of Prudential Annuities Life Assurance Corporation, effective August 30, 2013. Filed via EDGAR with Post-Effective Amendment No. 26 to Registration Statement No. 333-150220, filed August 30, 2013.
(g)			Coinsurance and Modified Coinsurance Agreement between Prudential Annuities Life Assurance Corporation and Pruco Life Insurance Company dated December 27, 2021. (Filed Herewith)
(h) (1)			The Prudential Series Fund Participation Agreement dated January 18, 2022 (Filed Herewith).


(2)			Rule 22c-2 Agreement via EDGAR with Post-Effective Amendment No. 20 to Registration Statement No. 333-96577, filed April 20, 2007.
(3)			Notice re change of Depositor name to Prudential Annuities Life Assurance Corporation via EDGAR with Post-Effective Amendment No. 26 to Registration Statement No. 333-96577, filed April 17, 2008.
(d)			Participation Agreement made and entered into April 1, 2020 among MFS Variable Insurance Trust, MFS Variable Insurance Trust II, MFS Variable Insurance Trust III, Prudential Annuities Life Assurance Corporation, and MFS Fund Distributors, Inc. (Filed via EDGAR with Pre-Effective Amendment No. 1 to Registration Statement No. 333-236099 filed May 7, 2020)
(i)			Administrative Services Agreement among Prudential Annuities Life Assurance Corporation, The Prudential Insurance Company of America and solely for purposes of Sections 7.6 and 10.1, Pruco Life Insurance Company dated April 1, 2022. (Filed Herewith)
(j)			Not Applicable
(k)			Opinion and Consent of Counsel. (Filed Herewith)
(l) (1)			Written Consent of Independent Registered Public Accounting Firm. (Filed Herewith)
(2)			Powers of Attorney: Brian T. Schreiber, Ciara A. Burnham, Douglas A. French, James Bracken, Jeffrey T. Condit, Kai Talarek, Richard Patching and Samuel J. Weinhoff . (Filed Herewith)
(m)			Not Applicable.
(n)			Not Applicable.
(o)			Not Applicable.

ITEM 28. DIRECTORS AND OFFICERS OF THE DEPOSITOR:


NAME AND PRINCIPAL BUSINESS ADDRESS			POSITION AND OFFICES WITH DEPOSITOR

James Bracken 10 Exchange Place, 22nd Floor Jersey City, New Jersey 07302			President and Chief Executive Officer, Director
Jeffrey S. Burman 10 Exchange Place, 22nd Floor Jersey City, New Jersey 07302			Senior Vice President, General Counsel and Secretary
Ciara A. Burnham 10 Exchange Place, 22nd Floor Jersey City, New Jersey 07302			Director
Sean F. Coyle 10 Exchange Place, 22nd Floor Jersey City, New Jersey 07302			Senior Vice President and Chief Operating Officer
Douglas A. French 10 Exchange Place, 22nd Floor Jersey City, New Jersey 07302			Director
Adam J. Greenhut 10 Exchange Place, 22nd Floor Jersey City, New Jersey 07302			Assistant Secretary
Jeffrey P. Mauro 10 Exchange Place, 22nd Floor Jersey City, New Jersey 07302			Senior Vice President and Chief Investment Officer
John M. McGregor 10 Exchange Place, 22nd Floor Jersey City, New Jersey 07302			Senior Vice President
Brian P. Orndorff 10 Exchange Place, 22nd Floor Jersey City, New Jersey 07302			Vice President and Director of Tax
Richard Patching 10 Exchange Place, 22nd Floor Jersey City, New Jersey 07302			Director
Jamie Schmerer 10 Exchange Place, 22nd Floor Jersey City, New Jersey 07302			Director of Internal Audit
Brian T. Schreiber 10 Exchange Place, 22nd Floor Jersey City, New Jersey 07302			Director
Andrew Sooboodoo 10 Exchange Place, 22nd Floor Jersey City, New Jersey 07302			Senior Vice President and Chief Risk Officer
Alan Stewart 10 Exchange Place, 22nd Floor Jersey City, New Jersey 07302			Vice President and Treasurer
Kai Talarek 10 Exchange Place, 22nd Floor Jersey City, New Jersey 07302			Senior Vice President and Chief Financial Officer, Director
James West 10 Exchange Place, 22nd Floor Jersey City, New Jersey 07302			Chief Actuary
Samuel J. Weinhoff 10 Exchange Place, 22nd Floor Jersey City, New Jersey 07302			Director

ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR REGISTRANT:

FGH Parent, L.P. (Bermuda) (1)

Fortitude Group Holdings, LLC (Delaware)

Fortitude Reinsurance Company Ltd. (Bermuda)

Fortitude Re Investments, LLC (Delaware)

Fortitude Group Services, Inc. (Delaware)

Fortitude Life & Annuity Solutions, Inc. (Delaware)

Fortitude P&C Solutions, Inc. (Delaware)

Rx Life Insurance Company (Arizona) (2)

Prudential Annuities Life Assurance Corporation (Arizona) (3)

Prudential Annuities Life Assurance Corporation Variable Account B (Arizona)

Prudential Annuities Life Assurance Corporation Variable Account E (Arizona)

Prudential Annuities Life Assurance Corporation Variable Account F (Arizona)

Prudential Annuities Life Assurance Corporation Index Strategies Separate Account (Arizona)

Prudential Annuities Life Assurance Corporation Variable Account D (Arizona)

Prudential Annuities Life Assurance Corporation Variable Account Q (Arizona)

Fortitude International Ltd. (Bermuda)

Fortitude International Group Holdings Ltd. (United Kingdom)

Fortitude International Reinsurance Ltd. (Bermuda)

Fortitude Group Services Ltd. (Bermuda)

1.This organizational chart is presented on the basis of FGH Parent, L.P. being the ultimate controlling party of the Fortitude Re group of companies. This organizational chart does not include limited partners of limited partnerships and non-managing members of limited liability companies. The general partner of FGH Parent, L.P. does not have control over FGH Parent, L.P. and is therefore excluded from this organizational chart. This organizational chart does not include other Carlyle portfolio company investments or other entities through which such investments are made.

2.Rx Life Insurance Company is in the process of changing its name to Fortitude U.S. Reinsurance Company.

3.Prudential Annuities Life Assurance Corporation is in the process of changing its name to Fortitude Life Insurance & Annuity Company.

ITEM 30. INDEMNIFICATION:

The Registrant, in conjunction with certain of its affiliates, maintains insurance on behalf of any person who is or was a trustee, director, officer, employee, or agent of the Registrant, or who is or was serving at the request of the Registrant as a trustee, director, officer, employee or agent of such other affiliated trust or corporation, against any liability asserted against and incurred by him or her arising out of his or her position with such trust or corporation.

Arizona, the state of organization of Prudential Annuities Life Assurance Corporation (the Company), permits entities organized under its jurisdiction to indemnify directors and officers with certain limitations. The relevant provisions of Arizona law permitting indemnification can be found in Section 10-850 et. seq. of the Arizona Statutes Annotated. The text of the Company's By-law, Article VI, which relates to indemnification of officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act") may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

ITEM 31. PRINCIPAL UNDERWRITERS:

(a) Prudential Annuities Distributors, Inc. (PAD)

PAD serves as principal underwriter for variable annuities issued by Prudential Annuities Life Assurance Corporation, among other insurers. The separate account, through which the bulk of the variable annuities are issued, is the Prudential Annuities Life Assurance Corporation Variable Account B.

(b) Information concerning the directors and officers of PAD is set forth below:


NAME			POSITIONS AND OFFICES WITH UNDERWRITER
Aismara J. Casanova 213 Washington Street Newark, New Jersey 07102			President & Chief Executive Officer and Director
James F. Mullery 213 Washington Street Newark, New Jersey 07102			Chairman and Director


Anju Nanda One Corporate Drive Shelton, Connecticut 06484			Senior Vice President and Director
Robert E. Boyle 655 Broad Street Newark, New Jersey 07102			Senior Vice President and Director
Dianne D. Bogoian One Corporate Drive Shelton, Connecticut 06484			Senior Vice President and Director
Elizabeth Guerrera One Corporate Drive Shelton, Connecticut 06484			Vice President and Director
Patricia L. O'Shea 213 Washington Street Newark, New Jersey 07102			Chief Operating Officer
Kevin M. Brayton 280 Trumbull Street Hartford, Connecticut 06103			Senior Vice President and Director
Francine B. Boucher 213 Washington Street Newark, New Jersey 07102			Chief Legal Officer, Vice President and Secretary
Kevin Chaillet 751 Broad Street Newark, New Jersey 07102			Treasurer
Robert P. Smit 751 Broad Street Newark, New Jersey 07102			Chief Financial Officer and Controller
Shane T. McGrath 280 Trumbull Street Hartford, Connecticut 06103			Chief Compliance Officer and Vice President
Michael A. Pignatella 280 Trumbull Street Hartford, Connecticut 06103			Vice President and Assistant Secretary
Jessica Conley 2101 Welsh Road Dresher, Pennsylvania 19025			Vice President
Kelly Florio 751 Broad Street Newark, New Jersey 07102			Anti-Money Laundering Officer


NAME OF PRINCIPAL UNDERWRITER	NET UNDERWRITING DISCOUNTS AND COMMISSIONS	COMPENSATION ON REDEMPTION	BROKERAGE COMMISSIONS	OTHER COMPENSATION
Prudential Annuities Distributors, Inc.*	$467,002,678.61	$-0-	$-0-	$-0-

* PAD did not retain any of these commissions.

ITEM 32. LOCATION OF ACCOUNTS AND RECORDS:

Accounts and records are maintained by Prudential Insurance Company of America as provider of administrative services at its offices in Shelton, Connecticut and Fort Washington, Pennsylvania.

Accounts and records are maintained by Fortitude Re at its offices in Jersey City, New Jersey.

ITEM 33. MANAGEMENT SERVICES:

None.

ITEM 34. FEE REPRESENTATION:

Prudential Annuities Life Assurance Corporation represents that the fees and charges deducted under the Contracts described in this Registration Statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Prudential Annuities Life Assurance Corporation under the Contracts.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act and has duly caused this post-effective amendment to be signed on its behalf by the undersigned, duly authorized, in the City of Jersey City and the State of New Jersey on this 20th day of April 2022.

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B

REGISTRANT

BY: PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

DEPOSITOR


			James Bracken*
			James Bracken President and Chief Executive Officer, Director

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

DEPOSITOR


			James Bracken*
			James Bracken President and Chief Executive Officer, Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

SIGNATURE

TITLE

James Bracken*

President and Chief Executive Officer, Director

April 20, 2022

James Bracken

(Principal Executive Officer)

Ciara A. Burnham*

Director

April 20, 2022

Ciara A. Burnham

Douglas A. French*

Director

April 20, 2022

Douglas A. French

Richard Patching*

Director

April 20, 2022

Richard Patching

Brian T. Schreiber*

Director

April 20, 2022

Brian T. Schreiber

Kai Talarek*

Senior Vice President and Chief Financial Officer, Director

April 20, 2022

Kai Talarek

(Principal Financial Officer)

Samuel J. Weinhoff*

Director

April 20, 2022

Samuel J. Weinhoff

Jeffrey T. Condit*

Serving in function of Principal Accounting Officer

April 20, 2022

Jeffrey T. Condit


By:			/s/ Jeffrey S. Burman
			Jeffrey S. Burman

* Executed by Jeffrey S. Burman on behalf of those indicated pursuant to Power of Attorney.

EXHIBITS


(g)			Coinsurance and Modified Coinsurance Agreement between Prudential Annuities Life Assurance Corporation and Pruco Life Insurance Company dated December 27, 2021.
(h) (1)			The Prudential Series Fund Participation Agreement dated January 18, 2022 .
(i)			Administrative Services Agreement among Prudential Annuities Life Assurance Corporation, The Prudential Insurance Company of America and solely for purposes of Sections 7.6 and 10.1, Pruco Life Insurance Company dated April 1, 2022.
(k)			Opinion and Consent of Counsel.
(l) (1)			Written Consent of Independent Registered Public Accounting Firm.
(l) (2)			Powers of Attorney: Brian T. Schreiber, Ciara A. Burnham, Douglas A. French, James Bracken, Jeffrey T. Condit, Kai Talarek, Richard Patching and Samuel J. Weinhoff .

COINSURANCE AND MODIFIED COINSURANCE AGREEMENT Between PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION (Ceding Company) and PRUCO LIFE INSURANCE COMPANY (Reinsurer) Certain information has been excluded from this exhibit because it is not material and would be competitively harmful if publicly disclosed. 270588687v.31

- i - TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS ...........................................................................................................1 Section 1.1. Definitions ....................................................................................................1 Section 1.2. Interpretation ............................................................................................11 ARTICLE II. BASIS OF REINSURANCE AND BUSINESS REINSURED..............................12 Section 2.1. Coverage.....................................................................................................12 Section 2.2. Insurance Contract Changes ....................................................................12 Section 2.3. Liability ......................................................................................................13 Section 2.4. Indemnity Reinsurance .............................................................................13 Section 2.5. Territory.....................................................................................................13 Section 2.6. Reinstatements...........................................................................................13 Section 2.7. Non-Guaranteed Elements .......................................................................13 Section 2.8. Separate Accounts .....................................................................................14 ARTICLE III. PAYMENTS; REINSURER RECEIVABLES ......................................................15 Section 3.1. Initial Reinsurance Premium ...................................................................15 Section 3.2. Reinsurer Receivables ...............................................................................16 Section 3.3. Net Settlement............................................................................................16 Section 3.4. Assignment of Receivables; Security Interest; Ownership of Funds ...18 Section 3.5. Defenses ......................................................................................................18 Section 3.6. Offset ..........................................................................................................19 Section 3.7. Premium Taxes ..........................................................................................19 Section 3.8. Reports .......................................................................................................19 ARTICLE IV. ADMINISTRATION .............................................................................................20 Section 4.1. Administration ..........................................................................................20 Section 4.2. Producers; Selling and Other Agreements .............................................21 Section 4.3. Books and Records and Access ................................................................21 Section 4.4. Programs of Internal Replacement .........................................................22 Section 4.5. Novation .....................................................................................................23 ARTICLE V. LICENSES; RESERVE CREDIT ...........................................................................25 Section 5.1. Licenses; Reserve Credit ..........................................................................25 ARTICLE VI. TRUST ACCOUNT ..............................................................................................26 Section 6.1. Trust Account ............................................................................................26 Section 6.2. Value of Assets in Trust ............................................................................26 Section 6.3. Depositing Assets in Trust ........................................................................26 Section 6.4. Rebalancing the Trust Account ...............................................................26 Section 6.5. Trust Account Withdrawals .....................................................................26 Section 6.6. Substitution of Assets ................................................................................27 Section 6.7. Permitted Use of Trust Account Assets ...................................................27 Section 6.8. Excess Withdrawals ..................................................................................27

- ii - Section 6.9. Application of this Article ........................................................................27 ARTICLE VII. OVERSIGHTS; COOPERATION .......................................................................28 Section 7.1. Oversights ..................................................................................................28 Section 7.2. Discovered Contracts.. ..............................................................................28 Section 7.3. Cooperation ...............................................................................................28 Section 7.4. Regulatory Matters ...................................................................................29 ARTICLE VIII. INSOLVENCY ...................................................................................................29 Section 8.1. Insolvency of the Ceding Company .........................................................29 ARTICLE IX. DURATION; RECAPTURE .................................................................................30 Section 9.1. Duration .....................................................................................................30 Section 9.2. Survival ......................................................................................................31 Section 9.3. Recapture ...................................................................................................31 Section 9.4. Recapture Payment ...................................................................................31 ARTICLE X. INDEMNIFICATION .............................................................................................32 Section 10.1. [***] ............................................................ Error! Bookmark not defined. Section 10.2. [***] ............................................................ Error! Bookmark not defined. Section 10.3. Indemnification Procedures. ....................................................................32 Section 10.4. Additional Indemnification Provisions. ..................................................34 Section 10.5. No Duplication of Indemnity ....................................................................35 ARTICLE XI. TAXES...................................................................................................................35 Section 11.1. Withholding ...............................................................................................35 Section 11.2. DAC Tax Adjustment ...............................................................................35 ARTICLE XII. CONFIDENTIALITY; PRIVACY REQUIREMENTS .......................................36 Section 12.1. Compliance with Privacy and Data Security Laws ................................36 Section 12.2. Confidentiality ...........................................................................................37 Section 12.3. Security Breaches ......................................................................................37 Section 12.4. Information Safeguards ............................................................................37 ARTICLE XIII. MISCELLANEOUS ...........................................................................................38 Section 13.1. Expenses .....................................................................................................38 Section 13.2. Relationship of Parties ..............................................................................38 Section 13.3. Notices ........................................................................................................38 Section 13.4. Assignment; No Third Party Beneficiaries .............................................38 Section 13.5. Entire Agreement; Amendments .............................................................39 Section 13.6. Severability ................................................................................................39 Section 13.7. Waivers.......................................................................................................39 Section 13.8. Counterparts ..............................................................................................40 Section 13.9. Governing Law ..........................................................................................40 Section 13.10. Arbitration .................................................................................................40 Section 13.11. Specific Performance and other Equitable Relief ..................................41 Section 13.12. Waiver of Duty of Utmost Good Faith ....................................................41

- iii - INDEX OF SCHEDULES AND EXHIBITS Schedule A Types of Reinsured Contracts Schedule B Separate Accounts Schedule C Terminal Settlement Schedule D Fair Market Value Methodologies Schedule E Credit for Reinsurance Provisions Exhibit A Settlement Statement

- 1 - COINSURANCE AND MODIFIED COINSURANCE AGREEMENT THIS COINSURANCE AND MODIFIED COINSURANCE AGREEMENT (this “Agreement”) is made and entered into on December 27, 2021 (the “Closing Date”) and effective as of 12:01 a.m. (New York time) on December 1, 2021 (the “Effective Time”) by and between Prudential Annuities Life Assurance Corporation, an Arizona-domiciled insurance company (the “Ceding Company”), and Pruco Life Insurance Company, an Arizona-domiciled insurance company (the “Reinsurer”). For purposes of this Agreement, the Ceding Company and the Reinsurer shall each be deemed a “Party” and together, the “Parties.” WHEREAS, Prudential Annuities, Inc. and Fortitude Group Holdings, LLC have entered into a Stock Purchase Agreement dated as of September 15, 2021 (the “Stock Purchase Agreement”); WHEREAS, the Stock Purchase Agreement provides, among other things, for the Ceding Company and the Reinsurer to enter into this Agreement; WHEREAS, on the Stock Purchase Agreement Closing Date, the Ceding Company and The Prudential Insurance Company of America (the “Administrator”) are entering into that certain Administrative Services Agreement (the “Administrative Services Agreement”), pursuant to which the Ceding Company wishes to appoint the Administrator to provide administrative and other services with respect to the Reinsured Contracts, and the Administrator desires to provide such administrative services and other services; WHEREAS, on the Stock Purchase Agreement Closing Date, the Reinsurer, as grantor, the Ceding Company, as the sole beneficiary, and the Trustee, as trustee, are entering into that certain trust agreement (the “Trust Agreement”), pursuant to which the Reinsurer establishes the Trust Account in order to provide security for the payment of amounts due to the Ceding Company under this Agreement; and WHEREAS, on the Stock Purchase Agreement Closing Date, the Ceding Company and the Reinsurer will enter into a Security Agreement in a form mutually agreeable to the Parties (the “Security Agreement”), pursuant to which the Ceding Company will, subject to the terms of this Agreement, assign and grant a security interest in the assets held in the Separate Accounts to the Reinsurer in consideration of the Reinsurer’s obligations with respect to the Separate Account Liabilities. NOW, THEREFORE, in consideration of the mutual and several promises and undertakings herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Ceding Company and the Reinsurer agree as follows: ARTICLE I. DEFINITIONS Section 1.1. Definitions. The following terms have the respective meanings set forth below throughout this Agreement:

- 2 - “3-Month SOFR” means the rate for Term SOFR for a tenor of three months, as published by the Federal Reserve Bank of New York, or its successor, on the applicable date of determination. “Accounting Period” means each calendar quarter during the term of this Agreement or any fraction thereof ending on the Recapture Date. “Action” means any claim, action, suit, litigation, arbitration, investigation, inquiry, hearing, complaint, demand or similar proceeding, in each case, by or before any Governmental Authority or arbitrator or arbitration panel or similar Person or body. “Additional Insurance Contracts” has the meaning ascribed to such term in the Administrative Services Agreement. “Administrative Services Agreement” has the meaning set forth in the Recitals. “Administrator” has the meaning set forth in the Recitals. “Affiliate” means, with respect to any specified Person, any other Person that, at the time of determination, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such specified Person; provided, that following the Stock Purchase Agreement Closing Date, with respect to the Reinsurer, “Affiliate” means Prudential Holdings, Inc. and its direct and indirect Subsidiaries, but, for the avoidance of doubt, does not include the Ceding Company. [***]. “Agreement” has the meaning set forth in the preamble. “Applicable Law” means all laws, common laws, rules regulations, codes, statutes, judgments, injunctions, orders, agreements, decrees, policies, treaties, constitutions, ordinances, regulations, conventions, directives, codes, rules, published administrative interpretations and other requirements issued or imposed by all Governmental Authorities applicable to the Person, place and situation in question. “Applicable SAP” means, with respect to either Party, the statutory accounting principles prescribed or permitted by the Governmental Authority charged with supervision of insurance companies in the jurisdiction in which such company is domiciled as in effect at the relevant time, consistently applied. “Assumption Certificates” has the meaning set forth in Section 4.5(c). “Bank Accounts” has the meaning ascribed to such term in the Administrative Services Agreement. “Books and Records” means all records, files and accounts of all transactions and matters primarily related to the Reinsured Contracts and the Separate Accounts, including Non-Public Personal Information and all data relating to Policyholders (including their rights and obligations under the Reinsured Contracts), administrative records, claim records, sales records, underwriting

- 3 - records and data, actuarial records and data, financial records, reinsurance records, compliance records and other records, in whatever form maintained. “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in the City of New York, New York and the City of Newark, New Jersey are required or authorized by Applicable Law to be closed. “Capital Stock” means any capital stock of, or other type of equity ownership interest in, as applicable, a Person. “Ceding Company” has the meaning set forth in the preamble. “Ceding Company Extra-Contractual Obligations” [***]. “Ceding Company Indemnitees” has the meaning set forth in Section 10.1. “Closing Date” has the meaning set forth in the preamble. “Code” means the United States Internal Revenue Code of 1986. “Confidential Information” with respect to a Party, means any and all information provided by, made available by or obtained on behalf of such Party, any of its Affiliates or Representatives, on, before or after the Effective Time, including, with respect to the Reinsurer, Non-Public Personal Information and all data relating to Policyholders (including their rights and obligations under the Reinsured Contracts); provided, that all Books and Records shall be deemed to be Confidential Information of the Reinsurer; provided, further, that Confidential Information does not include information that (i) is or becomes generally available to the public, other than as a result, directly or indirectly, of a disclosure by the Receiving Party or its Affiliates or Representatives in violation of its confidentiality obligation, (ii) is independently developed by the Receiving Party, its Affiliates or any of its Representatives without reference, use or access to the Disclosing Party’s Confidential Information, or (iii) is or becomes available to the Receiving Party from a third party without, to the knowledge of the Receiving Party, breach by such third party of a duty of confidentiality of any nature to the Disclosing Party; and provided, further, that the foregoing exceptions shall not supersede the obligations of the Receiving Party with respect to any Non-Public Personal Information. “Control” means, with respect to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. The terms “Controlled,” “Controlled by,” “under common Control with” and “Controlling” shall have correlative meanings. “DAC Tax Election” has the meaning set forth in Section 11.2(a). “Disclosing Party” has the meaning set forth in Section 12.2. “Discovered Contract” has the meaning set forth in Section 7.2.

- 4 - “Discovered Contract Transfer Time” means the first Business Day of the quarter immediately following the quarter in which the Ceding Company or the Reinsurer, as applicable, notified the other Party of the existence of a Discovered Contract. “Effective Time” has the meaning set forth in the preamble. “Eligible Assets” has the meaning set forth in Section 6.2. “Ex Gratia Payments” [***]. “Excluded Liabilities” [***]. “Existing IMR” means the amount of the Ceding Company’s unamortized existing IMR that has been allocated by the Ceding Company to the Reinsured Liabilities as of the Closing Date (but prior to the transfer of the Initial Premium), in accordance with Applicable SAP. “Extra-Contractual Obligations” [***]. “Fair Market Value” means, with respect to any asset, the value thereof calculated in accordance with the methodology set forth on Schedule D, as modified by the Reinsurer from time to time with the consent of the Ceding Company, such consent not to be unreasonably withheld, conditioned or delayed. “General Account Liabilities” means all Liabilities of the Ceding Company arising out of or resulting from the Reinsured Contracts, but excluding Separate Account Liabilities and Excluded Liabilities, whether incurred before, at or after the Effective Time. Without limiting the foregoing, “General Account Liabilities” shall include, but not be limited to, any and all of the following Liabilities, but excluding Separate Account Liabilities and Excluded Liabilities: (a) all Liabilities for claims (including incurred but not reported claims), benefits, interest on claims or unearned premiums, interest on policy funds, withdrawals, surrenders, policy loans, amounts payable for returns or refunds of premiums, guaranteed minimum death benefits, guaranteed minimum income benefits, incurred but not reported claims, pending claims and benefits (including death benefits, lump sum payments, annuitization payments, deferred payments, payments in respect of market value adjustments, and any other settlement options), unearned premiums, and other contract benefits, in each case, arising under the terms and conditions of the Reinsured Contracts and whether such amounts are escheated or paid to policyholders or beneficiaries of the Reinsured Contracts; (b) all Liabilities arising out of changes to the terms and conditions of the Reinsured Contracts permitted or required by Section 2.2; (c) all commissions, expense allowances, other compensation and obligations payable to Producers with respect to premium paid under the Reinsured Contracts; (d) all assessments and similar charges with respect to the Reinsured Contracts in connection with participation by the Ceding Company or the Reinsurer, whether voluntary or involuntary, in any guaranty association established or governed by any Governmental Authority;

- 5 - (e) all Premium Taxes payable by the Ceding Company with respect to Premium paid under the Reinsured Contracts; (f) all Liabilities which relate to Reinsured Contracts that (i) are amounts held in the general account of the Ceding Company pending transfer to the Separate Accounts, or (ii) contemplate payment from a Separate Account the amount of which exceeds the assets of such Separate Account (without duplication of the amounts set forth in clause (a) above); and (g) all Reinsurer Extra-Contractual Obligations. “General Account Reserves” means the aggregate amount of statutory reserves with respect to the General Account Liabilities calculated consistently with the reserve requirements, statutory accounting rules and actuarial principles applicable to the Reinsurer under Applicable Law, calculated in accordance with Applicable SAP; provided, the term “General Account Reserves” does not include the Separate Account Reserves. “Governmental Authority” means any United States or non-United States federal, state or local or any supra-national, political subdivision, governmental, legislative, tax, regulatory or administrative authority, instrumentality, agency, body or commission, self-regulatory organization or any court, tribunal, or judicial or arbitral body. “Governmental Order” means any binding and enforceable order, writ, judgment, injunction, decree, stipulation, settlement, determination or award entered by or with any Governmental Authority. “IMR” means as of any date of determination, any interest maintenance reserve with respect to the Reinsured Contracts and Reinsured Liabilities, as of such date of determination, calculated in accordance with Applicable SAP, consistently applied. “Indemnitee” means a Ceding Company Indemnitee or Reinsurer Indemnitee, in each case, which is entitled to indemnification under this Agreement. “Indemnitor” has the meaning set forth in Section 10.3(a). “Independent Actuary” [***]. “Initial Premium” has the meaning set forth in Section 3.1. “Interest Rate” [***]. “Investment Guidelines” means the investment guidelines attached to the Trust Agreement. “Liabilities” means with respect to any Person, any and all debts, liabilities, commitments or obligations of such Person, whether direct or indirect, accrued or fixed, known or unknown, absolute or contingent, matured or unmatured or determined or determinable, whether arising in the past, present or future.

- 6 - “Losses” means any and all losses, costs, charges, settlement payments, awards, judgments, fines, interest penalties, damages, Taxes, expenses (including reasonable attorneys’, actuaries’, accountants’ and other professionals’ fees, disbursements and expenses incident to any Action), liabilities, claims or deficiencies of any kind; provided that Losses shall not include indirect, punitive, exemplary, treble, special or consequential damages, or any loss of future revenue, income or profits or any diminution of value, except for (a) any such damages as may be awarded to an unaffiliated third party in connection with a Third Party Claim, and (b) consequential damages arising from a Party’s gross negligence or fraud. “Market-to-Book Ratio” means, as of any date of determination, the ratio of (a) the aggregate Fair Market Value of the Eligible Assets in the Trust Account as of such date to (b) the aggregate Statutory Book Value of such Eligible Assets in the Trust Account as of such date. “Net Settlement” has the meaning set forth in Section 3.3(a). “Non-Guaranteed Elements” means the cost of insurance charges, credited interest rates, mortality and expense charges, administrative expense risk charges, lump sum payment options, policy loads and any other policy features, in each case, that are subject to change and within the discretion of the Ceding Company under the Reinsured Contracts, and those items set forth in Actuarial Standard of Practice 2-Non-Guaranteed Charges or Benefits for Life Insurance Policies and Annuity Contracts in effect as of the Effective Time and any successor rules for such Non- Guaranteed Elements as in effect from time to time. “Non-Public Personal Information” shall have the same meaning as defined in 15 U.S.C. Section 6809, which states that Non-Public Personal Information means any personally identifiable financial information (a) provided by a consumer to a financial institution; (b) resulting from any transaction with the consumer or any service performed for the consumer; or (c) otherwise obtained by the financial institution. Such term does not include publicly available information. “Novated Contracts” has the meaning set forth in Section 4.5(e). “Novation Contracts” has the meaning set forth in Section 4.5(a). “Parties” has the meaning set forth in the preamble. “Party” has the meaning set forth in the preamble. “Payee” has the meaning set forth in Section 8.1(c). “Person” means any natural person, general or limited partnership, corporation, limited liability company, limited liability partnership, firm, association or organization or other legal entity, including any Governmental Authority. “Personal Information” means information relating to an identified or identifiable person, including: (a) a natural person’s name, street address or specific geolocation information, date of birth, email address, biometric data, Social Security number, driver’s license number, passport number, tax identification number, any government-issued identification number, financial

- 7 - account number, credit card number, any information that would permit access to a financial account, a user name and password that would permit access to an online account, health information, or insurance account information; or (b) “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by Privacy and Data Security Laws. “Policyholder” means a policyholder of a Reinsured Contract. “Premium Taxes” means all taxes assessed in respect of the Premiums under the Reinsured Contracts by any Governmental Authority. “Premiums” means premiums, considerations, policy loan repayments, deposits and similar amounts collected by or on behalf of the Ceding Company in respect of the Reinsured Contracts. “Privacy and Data Security Laws” means all applicable laws and regulations relating to the protection or processing of Personal Information (including Non-Public Personal Information) including the Fair Credit Reporting Act, 15 U.S.C. 1681 et seq. (including the Fair and Accurate Credit Transactions Act of 2003), the Gramm-Leach-Bliley Act, 15 U.S.C. 6801 et seq., and all laws pertaining to sales, marketing and electronic communications, including the CAN-SPAM Act, the Telephone Consumer Protection Act, and the Telemarketing Sales Rule, and in each case, the rules and regulations implemented thereunder, including those promulgated by regulatory authorities or bodies with jurisdiction over the Ceding Company or the Reinsurer and pursuant to insurance licensing requirements under state laws and regulations. “Producer” means any broker, insurance producer, agent, general agent, managing general agent, master broker agency, broker general agency, financial specialist or other Person, including any employee of the Reinsurer or its Affiliates, responsible for writing, marketing, producing, selling or soliciting Reinsured Contracts. “Quota Share” means one hundred percent (100%). “RBC Ratio” means, for the Reinsurer, as of any date of determination, the ratio of the Reinsurer’s “total adjusted capital” over its “company action level risk-based capital”, as such terms are defined and prescribed by requirements promulgated by the National Association of Insurance Commissioners and regulations adopted by the insurance regulatory authorities in the Reinsurer’s state of domicile, which are in effect as of such date, calculated as of the end of the immediately preceding calendar quarter, and using reserving methodologies and asset classifications that are in accordance with Applicable SAP and generally accepted statutory accounting principles and practices required or permitted by the National Association of Insurance Commissioners, consistently applied throughout the specified period and in the immediately prior comparable period. “Recapture Date” has the meaning set forth in Section 9.3(a). “Recapture Event” means any of the following occurrences:

- 8 - (a) there has been a failure by the Reinsurer to timely pay any undisputed amounts due hereunder that has not been cured within thirty (30) calendar days after written notice thereof from the Ceding Company; (b) a Reserve Credit Event has occurred and the Reinsurer has not remedied such event in accordance with Article V; (c) the Reinsurer has been placed into liquidation, rehabilitation, conservation, supervision, receivership or similar proceedings (whether voluntary or involuntary), or there has been instituted against it proceedings for the appointment of a receiver, liquidator, rehabilitator, conservator, or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or assume control of its operations; (d) there has been a failure by the Reinsurer to timely deposit into the Trust Account any undisputed amounts required to be deposited into the Trust Account, which has not been cured within thirty (30) calendar days after written notice thereof from the Ceding Company; or (e) there has been a failure by the Reinsurer to comply with the Investment Guidelines, which has not been cured within thirty (30) calendar days after written notice thereof from the Ceding Company. “Receiving Party” has the meaning set forth in Section 12.2. “Reinsured Contracts” means (a) the insurance or annuity policies and contracts, issued, assumed or entered into by the Ceding Company prior to the Effective Time on the policy forms listed on Schedule A, (b) the Additional Insurance Contracts and (c) Discovered Contracts, in each case, including (i) all binders, slips, certificates, applications therefor, supplements, endorsements, settlement options and riders thereto issued or entered into in connection with such contracts, (ii) any annuitization of a Reinsured Contract following the Effective Time and (iii) conversions, exchanges, replacements or reissuances related thereto that are effected pursuant to the terms of such Reinsured Contract or as required by Applicable Law. “Reinsured Liabilities” means, collectively, the General Account Liabilities and the Separate Account Liabilities; provided, that in no event shall “Reinsured Liabilities” include any Excluded Liabilities. “Reinsured Risks” has the meaning set forth in Section 2.1. “Reinsurer” has the meaning set forth in the preamble. “Reinsurer Extra-Contractual Obligations” means all Extra-Contractual Obligations other than Ceding Company Extra-Contractual Obligations. “Reinsurer Indemnitees” has the meaning set forth in Section 10.2. “Reinsurer Receivables” has the meaning set forth in Section 3.2.

- 9 - “Reinsurer Termination Event” [***]. “Representative” of a Person or its Affiliates means the officers, directors, general partners, managers, employees, investment bankers, advisors, accountants, agents, legal counsel, stockholders, consultants, independent accountants or other representatives of such Person and of such Person’s Affiliates. “Required Balance” [***]. “Reserve Credit” means full statutory financial statement credit for the reinsurance ceded to the Reinsurer under this Agreement in all United States jurisdictions in which the Ceding Company is licensed, authorized or accredited to transact business. “Reserve Credit Event” means any event, change or condition that would cause the Ceding Company to not be permitted to receive Reserve Credit. “Security Agreement” has the meaning set forth in the Recitals. “Separate Account Changes” has the meaning set forth in Section 2.8(b). “Separate Account Charges” has the meaning set forth in Section 3.2(b). “Separate Account Liabilities” has the meaning set forth in Section 2.8(a). “Separate Account Reserves” means, as of any date of determination, the aggregate amount of statutory reserves of the Ceding Company with respect to the Separate Account Liabilities (as would be described in Line 1, column 3 of the Liabilities section and Exhibit 3 of the Statutory Financial Statements related to separate accounts of the Ceding Company (or the equivalent exhibits or lines in the event of changes to the Ceding Company’s Statutory Financial Statement subsequent to December 31, 2020)), calculated in accordance with the Applicable SAP. “Separate Accounts” means the registered and unregistered separate accounts of the Ceding Company applicable to the Reinsured Contracts identified in Schedule B. For the avoidance of doubt, with respect to PALAC Separate Account B, which includes assets related to the Reinsured Contracts and the Business (as defined in the Stock Purchase Agreement), for purposes of this Agreement and the Administrative Services Agreement, “Separate Account” shall only refer to the sub-accounts therein related exclusively to the Reinsured Contracts. “Settlement Statement” has the meaning set forth in Section 3.3(a). “Statutory Book Value” means, for the purposes of valuing Eligible Assets in the Trust Account, the admitted value of such assets on the Reinsurer’s statutory balance sheet, including accrued interest income, as of any date of determination, determined by the Reinsurer in accordance with Applicable SAP. “Statutory Financial Statements” means, with respect to any Person, the annual and quarterly statutory financial statements of such Person filed with the Governmental Authority charged with supervision of such Person.

- 10 - “Stock Purchase Agreement” has the meaning set forth in the Recitals. “Stock Purchase Agreement Closing Date” has the meaning ascribed to the term “Closing Date” in the Stock Purchase Agreement. “Subsidiary” of any Person means any other Person that is a legal entity, trust or estate of which (or in which), at the time of determination, such first Person directly or indirectly owns or Controls (a) the issued and outstanding Capital Stock having ordinary voting power to elect a majority of the board of directors (or a majority of another body performing similar functions) of such other Person (irrespective of whether at the time Capital Stock of any other class or classes of such other Person shall or might have voting power upon the occurrence of any contingency), (b) more than 50 percent of the interest in the capital or profits of such other Person, or (c) more than 50 percent of the beneficial interest in such other Person. “Successor Administrator” has the meaning set forth in Section 4.1(c). “Tax” or “Taxes” means all income, premium, excise, gross receipts, ad valorem, sales, use, service, value added, employment, payroll, social security, disability, unemployment, workers’ compensation, franchise, profits, gains, property, transfer, payroll, stamp taxes or other similar taxes, customs, duties, fees, assessments or other like governmental charges (whether payable directly or by withholding) imposed by any Tax Authority, together with any interest and any penalties thereon or additional amounts with respect thereto; provided, that any guarantee fund assessment or escheatment obligation shall not be treated as a Tax. “Tax Authority” means any Governmental Authority having jurisdiction over the assessment, determination, collection or imposition of any Tax. “Terminal Settlement Amount” has the meaning set forth in Section 9.4. “Terminal Settlement Statement” has the meaning set forth in Section 9.4. “Third Party Claim” has the meaning set forth in Section 10.3(a). “Transaction Agreements” means, collectively, this Agreement, the Stock Purchase Agreement, the Trust Agreement, the Administrative Services Agreement, the Third Party Administration Agreement (as defined in the Stock Purchase Agreement), the Transition Services Agreement (as defined in the Stock Purchase Agreement), the Sub-Advisory Agreement (as defined in the Stock Purchase Agreement), the Sub-Advisory Letter Agreement (as defined in the Stock Purchase Agreement), the Hannover Transfer Agreement (as defined in the Stock Purchase Agreement), the Somerset Transfer Agreement (as defined in the Stock Purchase Agreement), , the Trademark License Agreement (as defined in the Stock Purchase Agreement), the Transferred Liabilities Assignment and Assumption Agreement (as defined in the Stock Purchase Agreement), the Excluded Assets and Liabilities Assignment and Assumption Agreement (as defined in the Stock Purchase Agreement), the Distribution Restructuring Agreements (as defined in the Stock Purchase Agreement) and the 109 Plan Third Party Administration Agreement (as defined in the Stock Purchase Agreement).

- 11 - “Transaction IMR” means the amount of IMR that is created on the Closing Date as a direct result of the transfer of the Initial Premium by the Ceding Company to the Reinsurer, determined in accordance with Applicable SAP of the Ceding Company. “Trust Account” means the trust account established by the Reinsurer, as grantor, for the benefit of the Ceding Company, as beneficiary, pursuant to the Trust Agreement. “Trust Account Balance” means, as of any date of determination, the aggregate Statutory Book Value of all Eligible Assets in the Trust Account on such date. “Trust Account Report” has the meaning set forth in Section 3.8(c). “Trust Agreement” has the meaning set forth in the Recitals. “Trustee” means Citibank, N.A., a national banking association. “Unauthorized Access” has the meaning set forth in Section 12.3. Section 1.2. Interpretation. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits and Schedules are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import; (e) the word “or” shall not be exclusive; (f) the word “will” shall be construed to have the same meaning and effect as the word “shall”; (g) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (h) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be, drafted; (i) the Exhibits and Schedules referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (j) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (k) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (l) “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (m) any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (n) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (o) any references to “days” means calendar days unless Business

- 12 - Days are expressly specified; (p) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization or otherwise but only if such successors are not prohibited by this Agreement; and (q) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented or replaced from time to time, unless otherwise stated. ARTICLE II. BASIS OF REINSURANCE AND BUSINESS REINSURED Section 2.1. Coverage. Upon the terms and subject to the conditions and other provisions of this Agreement, as of the Effective Time, the Ceding Company hereby cedes to the Reinsurer, and the Reinsurer hereby agrees to reinsure and indemnify the Ceding Company (a) on a coinsurance basis for the Quota Share of the General Account Liabilities and (b) on a modified coinsurance basis for the Quota Share of the Separate Account Liabilities, in each case (collectively, the “Reinsured Risks”). The reinsurance effective under this Agreement shall be maintained in force, without reduction, unless such reinsurance is terminated or recaptured as provided herein. Section 2.2. Insurance Contract Changes. Except as directed by the Reinsurer or as performed by the Administrator (or its duly appointed assignee or delegatee), or any successor Administrator acting at the direction of the Reinsurer after a termination of the Administrative Services Agreement, the Ceding Company, on its own initiative, shall not change the terms or conditions of any Reinsured Contract, other than for any change required by the terms of such Reinsured Contract, any Governmental Order or Applicable Law or required by any Governmental Authority. Furthermore, the Ceding Company shall not object to or hinder any efforts by the Reinsurer or the Administrator to effectuate any changes to any Reinsured Contract, including increases to any fees or charges thereunder, as long as such changes (i) are not contrary to the terms and conditions of such Reinsured Contract or this Agreement or in violation of any Applicable Law, Governmental Order or any requirement of any Governmental Authority or (ii) do not, and would not reasonably be expected to adversely affect the Ceding Company in a material manner economically or otherwise, after accounting for the benefits expected to be received by the Ceding Company under this Agreement and the Administrative Services Agreement. If the Reinsured Liabilities under any of the Reinsured Contracts are changed (a) because of changes made on or after the Effective Time in the terms and conditions of the Reinsured Contracts effected by the Administrator or at the direction of the Reinsurer, (b) pursuant to the terms of any Reinsured Contract or required by any Governmental Authority or required by Applicable Law or any Governmental Order, or (c) because the failure to make such change would, or would reasonably be expected to adversely affect the Ceding Company in a material manner economically or otherwise, after accounting for the benefits expected to be received by the Ceding Company under this Agreement and the Administrative Services Agreement, the Reinsurer will participate, on the reinsurance basis set forth in Section 2.1 and assume one hundred percent (100%) of all liabilities resulting from such changes. With respect to any change that, despite being required by the terms of any Reinsured Contracts, any Governmental Order or Applicable Law or required any Governmental Authority or that would, or would reasonably be expected to adversely affect the Ceding Company in a material manner economically or otherwise, after accounting for the benefits

- 13 - expected to be received by the Ceding Company under this Agreement and the Administrative Services Agreement, the Administrator is not implementing, the Ceding Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer, at the Reinsurer’s expense, the opportunity to object to such change under applicable administrative procedures (both formal and informal). In the event the Reinsurer seeks to object as provided in the previous sentence, the Reinsurer shall indemnify and hold the Ceding Company harmless for any Loss so suffered by the Ceding Company in accordance with Article X. Likewise, in the event the Ceding Company refuses to comply with any request by the Reinsurer or the Administrator to implement a change or hinders Reinsurer’s or Administrator’s efforts to implement a change and such change is not contrary to the terms and conditions of the applicable Reinsured Contract or this Agreement or in violation of any Applicable Law or Governmental Order or any requirement of any Governmental Authority and would not, and would not reasonably be expected to adversely affect the Ceding Company in a material manner economically or otherwise, after accounting for the benefits expected to be received by the Ceding Company under this Agreement and the Administrative Services Agreement, the Ceding Company shall indemnify and hold the Reinsurer harmless for any Loss so suffered by the Reinsurer in accordance with Article X. Section 2.3. Liability. Subject to the terms and conditions of this Agreement, the Reinsurer’s liability under this Agreement shall attach as of the Effective Time (but, for the avoidance of doubt, shall include all Reinsured Liabilities, whether incurred before, at or after the Effective Time) and the Reinsurer’s Liability under this Agreement shall be subject in all respects to the same terms, rates and conditions as the Ceding Company, and, to the same modifications, alterations and cancellations of the Reinsured Contracts as the Ceding Company, the true intent of this Agreement being that the Reinsurer shall, subject to the terms and conditions of this Agreement, follow the fortunes of the Ceding Company with respect to the Reinsured Liabilities and the Reinsurer shall be bound by all payments and settlements under the Reinsured Contracts or otherwise with respect to the Reinsured Liabilities. Section 2.4. Indemnity Reinsurance. This Agreement is an indemnity coinsurance and modified coinsurance agreement solely between the Ceding Company and the Reinsurer, and the performance of the obligations of each Party under this Agreement shall be rendered solely to the other Party. The Ceding Company shall be and shall remain the only Party hereunder that is liable to any insured, Policyholder, claimant or beneficiary under any policy reinsured hereunder. Section 2.5. Territory. The territorial limits of this Agreement shall be identical with those of the Reinsured Contracts. Section 2.6. Reinstatements. If any Reinsured Contract that has lapsed, been terminated or surrendered, is subsequently reinstated prior to the termination of this Agreement, the reinsurance for such Reinsured Contract under this Agreement shall be reinstated automatically. The Ceding Company shall pay the Reinsurer the Quota Share of all amounts received by the Ceding Company in connection with the reinstatement of such Reinsured Contract. Section 2.7. Non-Guaranteed Elements. The Ceding Company shall set all Non- Guaranteed Elements under the Reinsured Contracts from and after the Effective Time, taking into account the recommendations of the Reinsurer or the Administrator, which the Ceding Company

- 14 - shall only reject in good faith and on a reasonable basis that such recommendations fail to comport with Applicable Law, applicable Actuarial Standards of Practice, the terms of any Reinsured Contract, any Governmental Order or any requirement of any Governmental Authority, or would, or would reasonably be expected to adversely affect the Ceding Company in a material manner economically or otherwise, after accounting for the benefits expected to be received by the Ceding Company under this Agreement and the Administrative Services Agreement. Section 2.8. Separate Accounts. (a) Notwithstanding anything contained in this Agreement to the contrary, for each of the Reinsured Contracts that relate to the Separate Account Liabilities, the Separate Account Reserves and the amount invested on a variable basis in accordance with the terms of such Reinsured Contracts shall be held by the Ceding Company in the Separate Accounts, and Premiums with respect to such Reinsured Contracts shall be deposited in the Separate Accounts to the extent required to be deposited therein by the terms of such Reinsured Contracts. From and after the Closing Date, the Ceding Company shall retain, control and own all assets contained in the Separate Accounts and shall hold the Separate Account Reserves with respect to the Reinsured Contracts that are funded, in whole or in part, by one or more of the Separate Accounts and such Separate Account Reserves shall be reported by the Ceding Company on its Separate Account balance sheets, consistent with Applicable SAP. For each Reinsured Contract that relates to the Separate Account Liabilities, the Reinsurer shall deposit, shall cause to be deposited, or shall transfer to the Ceding Company for deposit any additional amounts required to be deposited into the Separate Accounts after the Closing Date pursuant to the terms of the applicable Reinsured Contract and consistent with Applicable SAP, and all amounts to be paid with respect to surrenders, annuitization payments, death benefits, compensation or any other amounts with respect to such Reinsured Contracts that by the terms of such Reinsured Contracts contemplate payment from the Separate Accounts (the “Separate Account Liabilities”) shall be paid out of the Separate Accounts to the extent so contemplated. For the avoidance of doubt, Separate Account Liabilities exclude any Excluded Liabilities. (b) Except as directed by the Reinsurer or as performed by the Administrator with the consent of the Reinsurer (or its duly appointed assignee or delegatee), the Ceding Company, on its own initiative, shall not change the operation of the Separate Accounts with respect to the assets supporting reserves related to the Reinsured Contracts, the investment options or underlying investment funds available with respect to the assets supporting reserves related to the Reinsured Contracts in the Separate Accounts, or the terms or conditions of the agreements and documents related to the Separate Accounts (including any plan of operations or investment management agreement for any Separate Accounts) that may impact the assets supporting reserves related to the Reinsured Contracts (each a “Separate Account Change”), other than for any Separate Account Change required by the terms of such Reinsured Contract, any Governmental Order or Applicable Law or required by any Governmental Authority or if the failure to make such change would, or would reasonably be expected to adversely affect the Ceding Company in a material manner economically or otherwise, after accounting for the benefits expected to be received by the Ceding Company under this Agreement and the Administrative Services Agreement. Furthermore, the Ceding Company shall not object to or hinder any efforts by the Reinsurer or the Administrator to effectuate any Separate Account Change, as long as such Separate Account Change is not contrary to the terms and conditions of the such Reinsured

- 15 - Contract or this Agreement or in violation of any Applicable Law or Governmental Order or any requirement of any Governmental Authority or would not, or would not reasonably be expected to adversely affect the Ceding Company in a material manner economically or otherwise, after accounting for the benefits expected to be received by the Ceding Company under this Agreement and the Administrative Services Agreement. If the Reinsured Liabilities under any of the Reinsured Contracts are changed because of a Separate Account Change (a) effected by the Administrator or at the direction of the Reinsurer, or (b) made pursuant to the terms of any Reinsured Contract or required by any Governmental Order or Applicable Law or required by any Governmental Authority, the Reinsurer will participate, on the reinsurance basis set forth in Section 2.1, and assume one hundred percent (100%) of all liabilities resulting from such changes and shall fully indemnify the Ceding Company and hold the Ceding Company harmless with respect to such changes, in each case, subject to the terms and conditions of this Agreement. With respect to any Separate Account Change that, despite being required by the terms of any Reinsured Contracts, any Governmental Order or Applicable Law, or required by any Governmental Authority the Administrator is not implementing, the Ceding Company shall, to the extent practicable, prior to the effectiveness of any such Separate Account Change, promptly notify the Reinsurer of such proposed Separate Account Change and afford the Reinsurer, at the Reinsurer’s expense, the opportunity to object to such change under applicable administrative procedures (both formal and informal). In the event the Reinsurer seeks to object as provided in the previous sentence, the Reinsurer shall indemnify and hold the Ceding Company harmless for any Loss so suffered by the Ceding Company in accordance with Article X. Likewise, in the event the Ceding Company refuses to comply with any request by the Reinsurer or the Administrator to implement a Separate Account Change or hinders Reinsurer’s or Administrator’s efforts to implement a Separate Account Change and such Separate Account Change is not contrary to the terms and conditions of the applicable Reinsured Contract or this Agreement or in violation of any Applicable Law or Governmental Order or any requirement of any Governmental Authority and would not, and would not reasonably be expected to adversely affect the Ceding Company in a material manner economically or otherwise, after accounting for the benefits expected to be received by the Ceding Company under this Agreement and the Administrative Services Agreement, the Ceding Company shall indemnify and hold the Reinsurer harmless for any Loss so suffered by the Reinsurer in accordance with Article X. ARTICLE III. PAYMENTS; REINSURER RECEIVABLES Section 3.1. Initial Reinsurance Premium. (a) As initial consideration for the Reinsurer entering into this Agreement (the “Initial Premium”), the Reinsurer shall be entitled to cash and/or assets having an aggregate Fair Market Value as of the Closing Date equal to: (i) the Quota Share of the General Account Reserves as of the Effective Time, plus (ii) the Existing IMR as of the Effective Time; plus

- 16 - (iii) the Transaction IMR as of the Effective Time. (b) On the Closing Date, the Ceding Company shall transfer to the Reinsurer cash and/or Eligible Assets with a Fair Market Value in an amount equal to the Initial Premium. (c) The Ceding Company and the Reinsurer agree that any amounts related to IMR shall be ceded to and held by the Reinsurer. The Ceding Company shall have no obligation to maintain any net IMR. Section 3.2. Reinsurer Receivables. As additional consideration for the Reinsurer entering into this Agreement, the Reinsurer shall be entitled to the Quota Share of the following amounts received at or after the Effective Time by the Ceding Company (the “Reinsurer Receivables”): (a) Premiums; (b) (i) mortality and expense risk charges, administrative expense charges, rider charges, contract maintenance charges, back-end sales loads and other considerations billed separately for the Reinsured Contracts, and any other charges, fees, and similar amounts received or receivable by the Ceding Company from the Separate Accounts with respect to the Reinsured Contracts, (ii) all revenue sharing fees, service fees, distribution fees and other amounts received by the Ceding Company or any of its Affiliates from or in respect of any mutual fund organization’s mutual funds as funding vehicles to the extent attributable to the Reinsured Contracts, including amounts received pursuant to a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended and (iii) all other amounts received by the Ceding Company with respect to the Reinsured Contracts (other than with respect to Excluded Liabilities) (collectively, the “Separate Account Charges”); (c) any and all other amounts and recoveries, including litigation recoveries, received by or on behalf of the Ceding Company with respect to the Reinsured Contracts or the Reinsured Liabilities; (d) any recoveries of assessments and similar charges paid with respect to the Reinsured Contracts in connection with participation by the Ceding Company or the Reinsurer, whether voluntary or involuntary, in any guaranty association established or governed by any Governmental Authority; and (e) all amounts that are transferrable from the Separate Accounts to the general account of the Ceding Company in respect of the Reinsured Contracts. Section 3.3. Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer for the Reinsured Liabilities as of the last day of each Accounting Period (the “Net Settlement”) shall be calculated by the Reinsurer in accordance with (i) in the case of General Account Liabilities and Separate Account Liabilities, Exhibit A hereto and (ii) in the case of amounts determined under Section 11.2(d), the applicable final statement contemplated by Section 11.2(d). With respect to clause (i), the Reinsurer shall deliver (or, at Reinsurer’s option,

- 17 - the Administrator may deliver pursuant to the terms of the Administrative Services Agreement) to the Ceding Company, in each case no later than sixty (60) days after the end of each Accounting Period, a statement setting forth details of such calculation with respect to the General Account Liabilities and the Separate Account Liabilities (the “Settlement Statement”) in the form set forth in Exhibit A hereto. If the amount of the Net Settlement for an Accounting Period is positive, the Ceding Company shall pay such amount to the Reinsurer within seven (7) Business Days of its receipt of the Settlement Statement for such Accounting Period. If the amount of the Net Settlement for an Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount to the Ceding Company simultaneously with its delivery of the Settlement Statement for such Accounting Period to the Ceding Company, and in any event no later than the due date for such statement. (b) To the extent the Reinsurer or the Administrator makes any direct payments to or on behalf of the Ceding Company in respect of Reinsured Liabilities in respect of an Accounting Period prior to the Net Settlement process, the amount of any such payments shall be taken into account for purposes of determining the Net Settlement. In addition, to the extent the Reinsurer or the Administrator receives any Reinsurer Receivables in respect of an Accounting Period prior to the Net Settlement process, the amount of any such Reinsurer Receivables received shall be taken into account for purposes of determining the Net Settlement. (c) Notwithstanding anything in this Agreement to the contrary, to the extent the Ceding Company has withdrawn assets from any Separate Account in an amount in excess of the Separate Account Liabilities required to be withdrawn pursuant to the applicable Reinsured Contracts and this Agreement, an amount equal to the Fair Market Value of such assets as of the date of such withdrawal, plus interest thereon at the Interest Rate, shall be deemed to be included in the applicable Separate Account for the purpose of calculating any amounts due by the Reinsurer with respect to the Separate Accounts or the Separate Account Liabilities. (d) The Ceding Company hereby appoints the Reinsurer as its agent and attorney-in-fact to collect all Reinsurer Receivables in the Ceding Company’s name. The Ceding Company agrees and acknowledges that the Reinsurer and its permitted assigns and delegatees are entitled to enforce, in the name of the Ceding Company, all rights at law or in equity or good faith claims of the Ceding Company with respect to all Reinsurer Receivables. If necessary for such collection, the Ceding Company shall reasonably cooperate, at the Reinsurer’s expense, in any litigation or other dispute resolution mechanism relating to such collection. The Parties acknowledge and agree that the Reinsurer shall be responsible for and has hereby assumed the financial risk of any uncollected or uncollectible Reinsurer Receivables. To the extent the Ceding Company recovers any Reinsurer Receivables from any third party attributable to the Reinsured Contracts, the Ceding Company shall promptly (but no later than within five (5) Business Days) transfer such amounts to the Reinsurer, together with any pertinent information that the Ceding Company may have relating thereto. (e) In the event that the Ceding Company has any good faith objection to any Settlement Statement, the Ceding Company may deliver written notice to the Reinsurer within thirty (30) calendar days after its receipt of the Settlement Statement. Following the Reinsurer’s receipt of a notice of objection pursuant to the first sentence of this Section 3.3(e), the Parties shall attempt in good faith to resolve such disagreement for a period of thirty (30) days. Any resolution

- 18 - agreed to in writing by the Parties shall be final and binding upon the parties. If the parties do not resolve any such disagreement within the such thirty (30) day period, the parties shall jointly submit the dispute to the Independent Actuary within fifteen (15) Business Days after the expiration of the applicable time period. The Parties shall instruct the Independent Actuary to limit its review to matters remaining in dispute at the time submitted to the Independent Actuary and to render a decision within ten (10) Business Days after submission of the dispute to such Independent Actuary and the decision of such Independent Actuary with respect to such dispute shall be final and binding upon the Parties and incorporated into the applicable report; provided that the Ceding Company or the Reinsurer may request that the Independent Actuary correct any clerical, typographical or computational errors. The fees of the Independent Actuary shall be paid by the Party whose position with respect to the matter in dispute is further from the Independent Actuary’s final determination. Notwithstanding any other provision of this Agreement to the contrary, a Party’s obligation to make payment of any undisputed amounts pursuant to this Section 3.3 shall become due on the date specified in this Section 3.3, including the payment of any undisputed portion of an amount that is in dispute. The disputed portion of any payments that are subsequently determined to be due shall be paid with interest calculated thereon at the Interest Rate from the date such payment would have been due if not disputed to the date of payment. Section 3.4. Assignment of Receivables; Security Interest; Ownership of Funds. (a) The Ceding Company hereby assigns, transfers and conveys to the Reinsurer and its successors all of the Ceding Company’s right, title and interest in and to the Reinsurer Receivables (the “Assignment”). The Reinsurer hereby accepts the Assignment. The Reinsurer and the Ceding Company hereby agree that, upon any termination and recapture hereunder, all of the Reinsurer’s right, title and interest in and to the Reinsurer Receivables shall be immediately assigned, transferred and conveyed to the Ceding Company or its successors or Representatives without any further action by either of the Parties hereto. Each Party, as reasonably requested by the other from time to time, shall take all reasonably appropriate action and execute any reasonably necessary and appropriate additional documents, instruments or conveyances of any kind that may be reasonably necessary to carry out the provisions of this Section 3.4. (b) At all times prior to a termination and recapture hereunder the Reinsurer shall have a first priority, perfected security interest in the Reinsurer Receivables. The Ceding Company shall provide the Reinsurer with the requisite power of attorney in order to allow the Reinsurer to execute and deliver UCC financing statements with respect to any and all intangible assets assigned or transferred to the Reinsurer that are deemed reasonably necessary by the Reinsurer in order to perfect the security interest in the Reinsurer Receivables. All costs and expenses incurred in connection with obtaining a first priority perfected security interest shall be paid by the Reinsurer. (c) The Reinsurer shall own all funds deposited in the Bank Accounts, including all interest income earned on the funds deposited in the Bank Accounts, and be responsible for all fees, costs and expenses of the Bank Accounts. Section 3.5. Defenses. The Reinsurer accepts, reinsures and assumes the Reinsured Risks subject to any and all defenses, set-offs and counterclaims to which the Ceding Company

- 19 - would be entitled with respect to the Reinsured Risks, it being expressly understood and agreed to by the Parties hereto that no such defenses, set-offs, or counterclaims are or shall be waived by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby and that the Reinsurer is and shall be fully subrogated in and to all such defenses, set-offs and counterclaims. Section 3.6. Offset. Except as otherwise provided under Applicable Law, any undisputed debits or credits incurred between the Parties on and after the Effective Time in favor of or against either the Ceding Company or the Reinsurer with respect to this Agreement are deemed mutual debits or credits, as the case may be, and shall be set off or recouped, and only the net balance shall be allowed or paid. In the event of any liquidation, insolvency, rehabilitation, conservatorship or comparable proceeding by or against the Ceding Company or the Reinsurer, the rights of offset and recoupment set forth in this Section 3.6 shall apply to the fullest extent permitted by Applicable Law. Section 3.7. Premium Taxes. For each Accounting Period, the Parties shall cooperate and provide the other with information regarding Premium Taxes that is reasonably necessary to calculate the Reinsurer’s liability hereunder. Section 3.8. Reports. (a) For as long as the Administrative Services Agreement remains in effect, the Administrator will provide to the Ceding Company periodic accounting and other reports with respect to the Reinsured Contracts as specified in the Administrative Services Agreement. In the event that the Administrative Services Agreement is not in effect, the Ceding Company or its designee shall provide to the Reinsurer periodic accounting and other reports as reasonably necessary for the Reinsurer’s preparation and delivery of the Settlement Statement. (b) The Reinsurer shall provide written notice to the Ceding Company of the occurrence of any Recapture Event as promptly as practicable, but in no event later than five (5) Business Days after its occurrence. In addition, the Reinsurer shall cooperate fully with the Ceding Company and promptly respond to the Ceding Company’s reasonable inquiries from time to time concerning the determination of whether a Recapture Event has occurred. (c) Within thirty (30) days after the end of each Accounting Period, the Reinsurer shall deliver to the Ceding Company a report setting forth (i) the Required Balance as of the end of such Accounting Period and (ii) after establishment of the Trust Account pursuant to Section 6.1, a complete list of the Eligible Assets in the Trust Account and their respective Statutory Book Values as of the end of such Accounting Period (the “Trust Account Report”). (d) No later than April 1 of each year, the Reinsurer shall provide to the Ceding Company (i) copies of any actuarial opinions and actuarial memoranda and all reserve calculations prepared by on behalf of the Reinsurer by the Reinsurer’s or its designee’s actuaries, independent or otherwise, pertaining to the Reinsured Contracts and (ii) a certification by the appointed actuary of the Reinsurer as to the General Account Reserves and Separate Account Reserves reported by the Reinsurer with respect to the Reinsured Contracts. If the Ceding Company believes that the General Account Reserves or the Separate Account Reserves are not consistent with the

- 20 - requirements for such calculation in all material respects, the Reinsurer shall, at the Ceding Company’s request, obtain and deliver to the Ceding Company an actuarial opinion as to the adequacy of the General Account Reserves or the Separate Account Reserves, as applicable, produced by an independent actuary reasonably acceptable to the Ceding Company. In the event that the actuarial opinion so rendered reasonably indicates a material inadequacy in the General Account Reserves or the Separate Account Reserves, as applicable, or in the Reinsurer’s or its designee’s procedure for determining General Account Reserves or the Separate Account Reserves, as applicable, the Reinsurer shall promptly adjust the amount of the General Account Reserves or the Separate Account Reserves, as applicable, and shall implement appropriate changes to such procedures so as to avoid inadequacies in future periods. The Reinsurer shall timely provide written notice to the Ceding Company of any material changes in the reserve basis or reserve methodology used in calculating the General Account Reserves or the Separate Account Reserves. ARTICLE IV. ADMINISTRATION Section 4.1. Administration. (a) Prior to the effectiveness of the Administrative Services Agreement, the Reinsurer shall, in accordance with Section 3.3, pay to the Ceding Company or its designee, for each Accounting Period, an expense allowance equal to the Ceding Company’s actual cost for administration of the Reinsured Contracts with respect to such Accounting Period. (b) For as long as the Administrative Services Agreement remains in effect, the Administrator will administer the Reinsured Contracts on behalf of the Ceding Company, in each instance, in accordance with the terms of the Administrative Services Agreement. In consideration of the administration of the Reinsured Policies by the Administrator on behalf of the Ceding Company, the Reinsurer shall, in accordance with Section 3.3, pay to the Ceding Company, for each Accounting Period, an expense allowance equal to the actual amount payable by the Ceding Company to the Administrator pursuant to the Administrative Services Agreement with respect to such Accounting Period; provided, that the Reinsurer shall pay such expense allowance directly to the Administrator, such payment being in satisfaction of the Ceding Company’s obligation for payment under Section 10.1 of the Administrative Services Agreement. (c) In the event that the Administrative Services Agreement is not in effect, the Ceding Company shall appoint a third-party administrator reasonably acceptable to the Reinsurer (the “Successor Administrator”) to administer the Reinsured Contracts on behalf of the Ceding Company; provided, that the Ceding Company shall not enter into any agreements providing for the administration of the Reinsured Contracts without the prior written consent of the Reinsurer (such consent not to be unreasonably withheld, conditioned or delayed). The Reinsurer shall, in accordance with Section 3.3, pay to the Ceding Company, for each Accounting Period, an expense allowance equal to the actual amount payable by the Ceding Company to the Successor Administrator pursuant to such agreement with respect to such Accounting Period; provided, that the Reinsurer may pay such expense allowance directly to the Successor Administrator. When administering or providing for the administration of the Reinsured Contracts, the Ceding Company shall act (i) with the skill, diligence and experience that would reasonably be expected from

- 21 - experienced and qualified personnel performing such duties in like circumstance, (ii) in good faith; (iii) in a manner consistent in all material respects with the Ceding Company’s then-current practice with respect to the servicing of its business generally; and (iv) in accordance with the terms of the Reinsured Contracts, any Governmental Orders and Applicable Law. The Ceding Company shall not take or consent to any material action or election or exercise any discretion with respect to any material element of the Reinsured Contracts and any agreement providing for the administration of the Reinsured Contracts except at the direction of the Reinsurer; provided that the Ceding Company shall be permitted to take or consent to any such material action or election or exercise of discretion with respect to any material element of the Reinsured Contracts to the extent required by the terms of the Reinsured Contracts, Applicable Law or any Governmental Order, or required by any Governmental Authority or to the extent taking or failing to take such action or election or exercise of discretion would, or would reasonably be expected to, adversely affect the Ceding Company in a material manner economically or otherwise, after accounting for the benefits expected to be received by the Ceding Company under this Agreement and the Administrative Services Agreement. Section 4.2. Producers; Selling and Other Agreements. The Ceding Company shall not modify, terminate or amend, or waive (a) any of its rights or obligations under any agreement or portion thereof between it or any of its Affiliates, on the one hand, and any Producer who has solicited, sold, marketed, produced or serviced any of the Reinsured Contracts, on the other hand, to the extent such modification, termination, amendment or waiver would adversely impact the Reinsurer or increase the Reinsurer’s liability hereunder; or (b) any of its rights or obligations under any agreement between it or any of its Affiliates, on the one hand, and any third party, on the other hand, to the extent related to the Separate Account Charges; except, in each case of (a) and (b), (i) to the extent not related to the Reinsured Contracts or with the Reinsurer’s prior written consent, (ii) to the extent required by Applicable Law, (iii) to the extent required by any applicable Governmental Authority, (iv) to the extent required by any Governmental Order or (v) to the extent failure to do so would, or would reasonably be expected to, adversely affect the Ceding Company in a material manner economically or otherwise, after accounting for the benefits expected to be received by the Ceding Company under this Agreement and the Administrative Services Agreement. Section 4.3. Books and Records and Access. (a) Each of the Ceding Company and the Reinsurer shall prepare and maintain its respective Books and Records relating to the Reinsured Contracts in accordance with (i) Applicable Law, (ii) the terms and conditions of this Agreement and (iii) such Party’s internal record retention procedures and policies. During the term of this Agreement, the Ceding Company shall promptly provide the Reinsurer with copies of all Books and Records generated with respect to the Reinsured Contracts. Upon any reasonable request from the Reinsurer or its Representatives, the Ceding Company shall (x) provide to the Reinsurer and its Representatives reasonable access to such records during normal business hours to the Ceding Company’s Books and Records pertaining to the Reinsured Contracts, the Reinsured Liabilities, this Agreement or the Reinsurer’s rights hereunder; provided that such access shall not unreasonably interfere with the conduct of the business of the Ceding Company, (y) permit the Reinsurer and its Representatives to inspect, photocopy and audit copies of such Books and Records at their own cost, including as pertains to the payment of Reinsured Liabilities and the administration of the

- 22 - Reinsured Contracts and (z) make available to the Reinsurer its personnel knowledgeable with respect thereto to facilitate such inspection and audit. The Reinsurer shall give the Ceding Company reasonable prior notice of the need for such access and shall comply with any reasonable written instructions provided by the Ceding Company in connection with the access to any of the Ceding Company’s Books and Records. (b) Notwithstanding anything to the contrary set forth in this Section 4.3, the Ceding Company shall not be required to transfer or disclose any information to the Reinsurer if such transfer or disclosure would (i) contravene any Applicable Law or Governmental Order; provided that, the Ceding Company shall (A) notify the Reinsurer in reasonable detail of the circumstances giving rise to contravention of Applicable Law or Governmental Order, (B) cooperate in any reasonable best efforts and requests for waivers and (C) use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in each case that would enable any otherwise required disclosure to the Reinsurer to occur without so contravening such Applicable Law or Governmental Order, (ii) except as set forth in the Stock Purchase Agreement, require the Ceding Company or its Affiliates to disclose any Tax Return, any Tax records or any related material (except for Tax records (or portions thereof) prepared solely with respect to the Ceding Company), (iii) reveal confidential competitive information or (iv) require the Ceding Company or its Affiliates to provide any personnel file, medical file or related records of any employee. (c) During or after the term of this Agreement, the Ceding Company shall not (i) use the Books and Records or any elements thereof relating to the Reinsured Contracts for any purpose other than fulfilling its obligations under this Agreement or as required by Applicable Law or (ii) sell, transfer, assign, disclose or license the Books and Records or any portion thereof to any party other than the Reinsurer, except that the Ceding Company may disclose the Books and Records (x) to the Ceding Company’s Representatives; provided, that (A) such Representatives agree to be bound by this Section 4.3(c) and (B) the Ceding Company shall be responsible for any breach of this provision by any of its Representatives; and (y) if required by any Governmental Authority; provided, that the Ceding Company shall (1) notify the Reinsurer of such required disclosure in advance (to the extent such prior notice is permitted to be given under Applicable Law), (2) to the extent reasonably requested by the Reinsurer, cooperate with the Reinsurer in seeking an appropriate order or other remedy protecting such information from disclosure and (3) only disclose such portion of the Books and Records as is required by such Governmental Authority and use its reasonable best efforts to secure confidential treatment of any such disclosed portion of the Books and Records. (d) Notwithstanding anything to the contrary herein or in any of the Transaction Agreements, the Reinsurer may, subject only to compliance with Applicable Law, use the Books and Records and any portion thereof for any legitimate business purpose. Section 4.4. Programs of Internal Replacement. (a) The Ceding Company shall not solicit, or allow any of its Affiliates to solicit, directly or indirectly, policyholders of the Reinsured Contracts in connection with any program of internal replacement. The term “program of internal replacement” means any program sponsored or supported by the Ceding Company or any of its Affiliates that is offered on a targeted

- 23 - basis to policy owners of the Reinsured Contracts in which a Reinsured Contract is exchanged for another policy that is written by the Ceding Company or any Affiliate of the Ceding Company or any successor or assignee of any of them; provided, however, that (i) the actions and recommendations of the non-Affiliate agents, general agents or brokers of the Ceding Company or its Affiliates, acting independently and not at the direction of the Ceding Company or its Affiliates shall not constitute a program of internal replacement and (ii) nothing in this Section 4.4(a) shall prohibit the Ceding Company or any of its Affiliates from engaging in general solicitations or marketing efforts not targeted at policy owners, insureds and beneficiaries under the Reinsured Contracts or otherwise issuing policies to any Person who contacts the Ceding Company or any of its Affiliates on their own initiative without solicitation or as a result of such general solicitation or marketing efforts. (b) For the avoidance of doubt, nothing in this Agreement shall prevent or restrict the Reinsurer from soliciting or allowing any of its Affiliates to solicit, directly or indirectly, policyholders of the Reinsured Contracts to exchange their Reinsured Contracts for another policy that is written by the Reinsurer or any Affiliate of the Reinsurer or any successor or assignee of any of them, subject to compliance with Section 7.04 of the Stock Purchase Agreement. Section 4.5. Novation. (a) Following the Effective Time, the Reinsurer and the Ceding Company shall cooperate in good faith to (i) offer to Policyholders the opportunity to novate from the Ceding Company to the Reinsurer such Policyholder’s Reinsured Contracts and (ii) effect the novation of any such Reinsured Contracts following receipt of appropriate regulatory approvals and Policyholder consents (any Reinsured Contracts to be novated pursuant to this Section 4.5, the “Novation Contracts”). (b) In furtherance and not in limitation of the foregoing, the Ceding Company and the Reinsurer shall each use reasonable best efforts to obtain all required consents and approvals from and make all required filings with all Governmental Authorities with respect to the Novation Contracts and cooperate with each other in seeking any and all consents and approvals and making such filings. The Reinsurer shall reimburse the Ceding Company for its reasonable and documented out-of-pocket fees and expenses in connection with any novation. (c) Subject to receipt of approval of any form filing or other approval required by any Governmental Authority having jurisdiction over each certificate evidencing the Reinsurer’s assumption as its direct obligation of the Novation Contracts (the “Assumption Certificates”) and/or the assumption of the Reinsured Contracts contemplated by this Agreement, the Reinsurer shall, at its sole cost and expense, provide each Policyholder of a Novation Contract an Assumption Certificate and other assumption-related notices and information required by Applicable Law as soon as reasonably practicable after receipt of such approvals. Such Assumption Certificates and other-assumption-related information shall be sent by the Reinsurer by first class mail or other delivery method permissible under Applicable Law. (d) The Ceding Company agrees to cooperate reasonably and promptly with the Reinsurer regarding the form of communications with Policyholders or Governmental Authorities

- 24 - by either the Ceding Company or the Reinsurer regarding the novation of the Novation Contracts. Unless required by Applicable Law, the Reinsurer shall not be obligated to (i) make more than one communication to any Policyholder of a Novation Contract with respect to such Policyholder’s consent to novate such Novation Contract or (ii) obtain any minimum number of Policyholder consents prior to effecting the novation of any Novation Contracts; provided that the Reinsurer shall use commercially reasonable efforts to make reasonably equivalent communications to all Policyholders, taking into account the differences between Applicable Law in such Policyholder’s state. (e) Novation Contracts satisfying all of the requirements for novation under Applicable Law, as reasonably determined by the Reinsurer, shall be novated by the Ceding Company and assumed by the Reinsurer effective from time to time, but in no event later than the last day of the calendar quarter immediately following the calendar quarter in which all such requirements are satisfied or another date agreed upon by the Parties. Any such contracts shall cease to be “Reinsured Contracts” under this Agreement, and shall thereafter not be reinsured under Article II (such contracts, the “Novated Contracts”). Notwithstanding the foregoing, in the event that a Novated Contract is determined by appropriate Governmental Authorities or a court of competent jurisdiction to not be novated from the Ceding Company to the Reinsurer (including in jurisdictions requiring the insured’s or Policyholder’s affirmative consent for novation where the insured or Policyholder, as the case may be, either did not or refused to provide such consent), then such Novated Contract shall for all purposes of this Agreement be deemed, retroactive to the Effective Time, to be a Reinsured Contract and such novation shall be null and void and of no effect. All contracts not so novated shall remain Reinsured Contracts of the Ceding Company and reinsured to the Reinsurer in accordance with the terms of this Agreement. (f) Upon the satisfaction of all requirements for the novation and assumption of a Novation Contract, (i) the Ceding Company shall be deemed to have assigned and transferred all of its rights relating to such Novated Contract as of the assumption date, (ii) the Reinsurer shall be deemed to have assumed and accepted all of the Reinsured Liabilities under or arising out of the applicable Novated Contract and (iii) the Ceding Company shall be released and discharged from further obligations to the holders of the applicable Novated Contract and their respective rights against each other thereunder shall be cancelled. The Reinsurer hereby agrees that it shall be directly and solely liable for such Reinsured Liabilities. As of each assumption date, the Reinsurer shall assume all Reinsured Liabilities under or arising out of the applicable Novated Contract such that the Reinsurer shall be considered and deemed the original party in lieu of the Ceding Company in respect of such Reinsured Liabilities. The Reinsurer shall bear and shall have sole and full responsibility for the Novated Contracts, including, but not limited to, responsibility for all administrative costs relating thereto. For the avoidance of doubt, a Novated Contract shall not constitute the creation of a new contract or the termination of the applicable Novation Contract; rather such Novated Contract shall be considered and deemed a continuation of the existing contract as if the Reinsurer was the original party thereto in lieu of the Ceding Company in respect of the Reinsured Liabilities under or arising out of the applicable Novation Contract. Further, upon the assumption of any Separate Account Novated Contract relating to the Ceding Company’s Index Strategies Separate Account, the Ceding Company shall transfer to the Reinsurer assets from such Index Strategies Separate Account, selected by the Reinsurer in the ordinary course of business and in accordance with Applicable Law, in an amount equal to the Separate Account Reserves related to the applicable Novated Contracts, and upon the assumption of any Separate

- 25 - Account Novated Contract relating to the Ceding Company’s Variable Account B, the Ceding Company shall transfer to the Reinsurer assets from such Variable Account B in an amount equal to the Fair Market Value of assets held in such Variable Account B related to such Novated Contracts. ARTICLE V. LICENSES; RESERVE CREDIT Section 5.1. Licenses; Reserve Credit. (a) At all times during the term of this Agreement, the Ceding Company shall hold and maintain all licenses and authorizations required under Applicable Law to perform its obligations hereunder and under the terms of the Reinsured Contracts. (b) At all times during the term of this Agreement, the Reinsurer shall, at its own cost and expense, (i) hold and maintain its license status in the State of Arizona and (ii) take all other actions reasonably necessary (including posting letters of credit, establishing a credit for reinsurance trust or other acceptable security in accordance with the terms hereof) (A) so that, subject to Section 5.1(c), the Ceding Company may receive Reserve Credit and (B) to perform its obligations hereunder. The Reinsurer shall promptly notify the Ceding Company upon the occurrence of a Reserve Credit Event. Upon the occurrence of a Reserve Credit Event, the Reinsurer shall, at its own expense, take all steps necessary so as to permit the Ceding Company to obtain Reserve Credit no later than the third (3rd) Business Day prior to the end of the calendar quarter during which such event occurred. In such event, at the election of the Reinsurer upon notice to the Ceding Company, this Agreement and the Trust Agreement shall be modified as set forth in Schedule E to provide a credit for reinsurance trust automatically and without the need for further action on the part of any other party to the Trust Agreement. In such event and at the request of the Reinsurer, the Ceding Company shall cooperate in good faith to promptly amend this Agreement or the Trust Agreement, or execute such other documents and papers, to include such additional or alternate provisions to the extent necessary to enable the Ceding Company to receive Reserve Credit. (c) Notwithstanding the provisions of Section 5.1(a), if the Ceding Company changes its state of domicile following the date hereof to (i) a state in which the Reinsurer is not licensed at the time of such change in domicile, (ii) California or (iii) New York, the Reinsurer shall not be required to modify, amend or alter this Agreement or any other Transaction Agreement, or enter into any arrangements, increase the Required Balance or any other amounts required to be deposited or held pursuant to collateralization arrangement or otherwise take any steps that it would not otherwise be required to take had the Ceding Company not changed its state of domicile. (d) Following a termination and recapture pursuant to Section 9.3, the Reinsurer shall promptly execute and file such documents as are reasonably necessary to release its security interest in the assets supporting the reserves of the Reinsured Contracts held in the Separate Accounts pursuant to the terms of the Security Agreement.

- 26 - ARTICLE VI. TRUST ACCOUNT Section 6.1. Trust Account. (a) In order to secure the obligations of the Reinsurer hereunder, the Ceding Company, the Reinsurer and the Trustee, shall, on the Stock Purchase Agreement Closing Date, enter into the Trust Agreement. The Trustee (a) shall be a qualified United States financial institution authorized to act as a fiduciary of a trust and (b) shall not be a parent, subsidiary or Affiliate of the Ceding Company or the Reinsurer. The Trust Account will be clearly designated as a segregated account on the books, records and information systems of the Trustee. During the term of the Trust Agreement, the Reinsurer shall not, and shall direct that the Trustee shall not, grant or cause or permit to be created or granted in favor of any third person any security interest whatsoever in any of the assets in the Trust Account or in the residual interest therein. (b) On the Stock Purchase Closing Date, the Reinsurer shall transfer to the Trust Account cash and/or Eligible Assets with a Statutory Book Value equal to the Required Balance as of the last day of the Accounting Period most recently ended prior to the Stock Purchase Closing Date. Section 6.2. Value of Assets in Trust. Assets in the Trust Account shall be valued according to their then-current Statutory Book Value, and an amount thereof at least equal to the Required Balance shall consist only of investments of the types permitted as admitted assets by the Applicable Law of the State of Arizona; provided, that such investments comply with the Investment Guidelines (such assets, the “Eligible Assets”). Section 6.3. Depositing Assets in Trust. Prior to depositing assets with the Trustee, the Reinsurer or, if the Ceding Company is depositing assets into the Trust Account on behalf of the Reinsurer, the Ceding Company, will execute assignments or endorsements in blank, or transfer legal title to the Trustee of all shares, obligations, or any assets requiring assignments, in order that the Trustee may whenever necessary negotiate these assets without the consent or signature from the Reinsurer. Section 6.4. Rebalancing the Trust Account. At any time after the establishment of the Trust Account and initial deposit of Eligible Assets pursuant to Section 6.1: (a) If the Trust Account Balance as of the end of any Accounting Period is less than the Required Balance as set forth in the Trust Account Report for such Accounting Period, then the Reinsurer shall deposit additional Eligible Assets into the Trust Account within ten (10) Business Days following the date of delivery of such Trust Account Report such that the Trust Account Balance is no less than the Required Balance set forth in such Trust Account Report. (b) [***]. Section 6.5. Trust Account Withdrawals. At any time after the establishment of the Trust Account and initial deposit of Eligible Assets pursuant to Section 6.1, if, as of the end of any Accounting Period, the Trust Account Balance exceeds the Required Balance, then within

- 27 - ten (10) Business Days after the delivery of the applicable Trust Account Report, the Reinsurer may make a written demand to the Trustee, with written notice to the Ceding Company, to release to the Reinsurer assets in the Trust Account and the Trustee shall release such assets if the Reinsurer certifies to the Trustee in writing, with a copy to the Ceding Company, that all of the following conditions would be satisfied after any such withdrawal: (a) no Recapture Event has occurred and is continuing and (b) the Trust Account Balance after giving effect to such withdrawal shall be no less than the Required Balance; provided, however, that with respect to any withdrawal and transfer of cash or assets in connection with the payment by the Reinsurer of an amount payable under the Net Settlement with respect to the General Account Liabilities, if the conditions in (a) and (b) are both met, the Reinsurer may direct the Trustee to release such cash or assets, with written notice to the Ceding Company, upon presentation to the Trustee of a certification that such conditions are met. Section 6.6. Substitution of Assets. Upon email notice to the Ceding Company, the Reinsurer shall have the right to instruct the Trustee to substitute or exchange assets contained within the Trust Account; provided that (a) the aggregate Statutory Book Value of the replacement assets are at least equal to the aggregate Statutory Book Value of the Eligible Assets being removed from the Trust Account, and (b) the Market-to-Book Ratio following such substitution shall be at least equal to the Market-to-Book Ratio immediately prior to such substitution. Section 6.7. Permitted Use of Trust Account Assets. The Ceding Company shall be permitted to withdraw assets from the Trust Account only if (a) a Recapture Event has occurred and is continuing or (b) the Reinsurer has not paid an amount in full that is due and owing to the Ceding Company under this Agreement and remains unpaid following the expiration of any applicable payment period in respect thereof; and then only for one or more of the following purposes: (i) to pay, or reimburse the Ceding Company for, undisputed amounts due, but not yet recovered from, the Reinsurer under this Agreement in order to satisfy liabilities of the Reinsurer under this Agreement; and (ii) to pay expenses relating to the withdrawal, liquidation or enforcement of legal rights with respect to the Trust Account assets to the extent such amounts are not being disputed by the Reinsurer in good faith. Section 6.8. Excess Withdrawals. The Ceding Company shall promptly return (or instruct the Trustee to return) to the Trust Account any assets withdrawn from the Trust Account (and interest paid or accrued thereon) in excess of the actual amounts permitted to be withdrawn pursuant to Section 6.7, and such excess amount shall bear additional interest calculated at a rate equal to the Interest Rate from the time that such excess amount is outstanding until such excess amount is returned to the Trust Account. Pending such return, the Ceding Company shall hold all such amounts in trust, separate and apart from its other assets, for the benefit of the Reinsurer. Section 6.9. Application of this Article. All of the foregoing provisions of this Article VI are to be applied without diminution because of insolvency on the part of either the Ceding Company or the Reinsurer. In the event that a statutory trust is put in place to secure reinsurance credit, the parties will revise the provisions of this Article VI as necessary to conform to the requirements under Applicable Law of such a statutory trust.

- 28 - ARTICLE VII. OVERSIGHTS; COOPERATION Section 7.1. Oversights. Inadvertent delays, oversights, errors or omissions made in connection with this Agreement or any transaction hereunder shall not relieve either Party from any liability that would have attached had such delay, oversight, error or omission not occurred;. The Parties shall nevertheless cooperate in good faith to rectify such delay, oversight, error or omission as soon as possible after discovery so that both Parties shall be restored as closely as possible to the positions they would have occupied if no delay, oversight, error or omission had occurred. Section 7.2. Discovered Contracts. If, at any time following the Closing Date, the Ceding Company or the Reinsurer discovers one or more policies, contracts or other evidences of insurance of a product included in the definition of “Excluded Business” (as defined in the Stock Purchase Agreement) that was not included on Schedule A (a “Discovered Contract”), then the Ceding Company or the Reinsurer, as applicable, shall promptly notify the other Party in writing of the existence of such Discovered Contract and (a) such Discovered Contract shall be automatically reinsured as a Reinsured Contract pursuant to this Agreement on the applicable reinsurance basis set forth in Section 2.1 as of the Discovered Contract Transfer Time, (b) the Reinsurer will deliver to the Ceding Company an updated Schedule A including such policy form(s), (c) the Ceding Company shall deposit into the Trust Account cash or assets with an aggregate Statutory Book Value equal to the Quota Share of the General Account Reserves associated with such Discovered Contract as of the Discovered Contract Transfer Time; provided, that, solely with respect to any Discovered Contract transferred after the Stock Purchase Agreement Closing Date, such amounts associated with such Discovered Contract were reflected as a liability on the Final Closing Statement (as defined in the Stock Purchase Agreement) and (d) the Ceding Company shall deposit into the applicable Separate Account cash or assets with an aggregate Statutory Book Value equal to the Quota Share of the Separate Account Reserves associated with such Discovered Contract as of the Discovered Contract Transfer Time, solely to the extent cash or assets relating to such Separate Account Reserves were not previously held in such Separate Account; provided, that, solely with respect to any Discovered Contract transferred after the Stock Purchase Agreement Closing Date, such amounts associated with such Discovered Contract were reflected as a liability on the Final Closing Statement (as defined in the Stock Purchase Agreement). Section 7.3. Cooperation. The Ceding Company and the Reinsurer shall cooperate with each other in order to accomplish the objectives of this Agreement by furnishing additional information and executing and delivering any additional documents as may be reasonably requested by the other to further perfect or evidence the consummation of, or otherwise implement, any transaction contemplated by this Agreement or the other Transaction Agreements, or to aid in the preparation of any regulatory filing or financial statement; provided, however, that any such additional documents must be reasonably satisfactory to each Party and not impose upon either Party any material liability, risk, obligation, loss, cost or expense not contemplated by this Agreement or the other Transaction Agreements.

- 29 - Section 7.4. Regulatory Matters. Solely to the extent not otherwise covered by the Administrative Services Agreement, if the Ceding Company or the Reinsurer receives notice of, or otherwise becomes aware of, any inquiry, investigation or proceeding from or at the direction of a Governmental Authority relating to or affecting the Reinsured Contracts that would reasonably be expected to have an adverse effect on the other Party, the Ceding Company or the Reinsurer, as applicable, shall promptly notify the other Party thereof, whereupon the Parties, at their own expense, shall cooperate in good faith and use their respective reasonable best efforts to resolve such matter in a mutually satisfactory manner, in light of all the relevant business, regulatory and legal facts and circumstances; provided that the Ceding Company may respond to an inquiry, investigations or proceeding from a Governmental Authority without consulting with the Reinsurer if the Reinsurer does not respond to the notice of such inquiry, investigation or proceeding within ten (10) Business Days of receipt thereof. Solely to the extent not otherwise covered by the Administrative Services Agreement, the Ceding Company and the Reinsurer shall, and shall cause their respective Affiliates to, refrain from contacting or communicating with any Governmental Authority with respect to the Reinsured Contracts without the prior written consent of the other Party, except (A) contact or communication expressly provided for herein or in the Transaction Agreements, (B) ordinary contact or communication associated with routine audits and examinations, or (C) as required by Applicable Law; provided, that should contact or communication with a Governmental Authority be required as set forth in clauses (A), (B) or (C), the communicating Party will provide written notice to the other Party. ARTICLE VIII. INSOLVENCY Section 8.1. Insolvency of the Ceding Company. (a) In the event of the insolvency of the Ceding Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by the Reinsurer directly to the Ceding Company or its statutory liquidator, receiver or statutory successor on the basis of the liability of the Ceding Company under the Reinsured Contracts without diminution because of the insolvency of the Ceding Company. (b) It is understood, however, that in the event of such an insolvency of the Ceding Company, the liquidator, receiver or statutory successor of the Ceding Company shall give written notice of the pendency of a claim against the Ceding Company on a Reinsured Contract within a reasonable period of time after such claim is filed in the applicable insolvency proceedings and that during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which it may deem available to the Ceding Company or its liquidator, receiver or statutory successor. It is further understood that the expense thus incurred by the Reinsurer will be chargeable, subject to Applicable Law and court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. (c) In the event of the insolvency of the Ceding Company, subject to Applicable Law, the Reinsurer shall pay any amounts otherwise due and payable by the Reinsurer to the

- 30 - Ceding Company hereunder directly to the named insureds or their designees under the Reinsured Contracts (each, a “Payee”), in accordance with and subject to the terms, conditions, exclusions and limitations of such Reinsured Contract. Any such payment by the Reinsurer shall discharge the Ceding Company from its related payment obligation under the subject Reinsured Contract and shall be treated as a payment by the Ceding Company for all purposes of such Reinsured Contract and related documentation and otherwise. In the event of any payment by the Reinsurer under this Section 8.1(c), the Reinsurer shall have the right to mitigate loss or otherwise to exercise any right of the Ceding Company with respect to the loss or claim under the subject Reinsured Contract. (d) The Reinsurer shall have no obligation to indemnify the Ceding Company for amounts paid or payable by the Ceding Company in respect of a Reinsured Contract to the extent of any payments made by the Reinsurer to the applicable Payee under such Reinsured Contract in accordance with Section 8.1(c), and the Reinsurer shall be discharged of its payment obligations to the Ceding Company, or to its liquidator, receiver or statutory successor under this Agreement to the extent of such payments. The cut-through afforded by Section 8.1(c) shall not be available, and the Payee shall not have any claim against, the Reinsurer pursuant to this Agreement if, under Applicable Law, regulation, court rule or order or similar requirement, either: (a) the Reinsurer’s direct payment to such Payee shall not, to the extent thereof, discharge the Reinsurer’s obligations to the Ceding Company or its liquidator, receiver or statutory successor or (b) the Reinsurer is required to make any payment to the Ceding Company or its liquidator, receiver or statutory successor notwithstanding the provisions of this Agreement. Nothing herein or in the Reinsured Contracts shall be construed to require the Reinsurer to make duplicative payments that have been made by the Ceding Company. (e) It is the intent of the Parties that the cut-through provision of this Section 8.1 comply with Section 20-261 of the Arizona Insurance Code and any successor statute or amendments thereto. At the Reinsurer’s option, the Ceding Company and the Reinsurer shall in good faith negotiate mutually acceptable amendments to the cut-through provision of this Section 8.1 or in good faith negotiate other agreements or additional documents, as necessary, to assure that the cut-through provision complies with Section 20-261 of the Arizona Insurance Code and any successor statute or amendments thereto. All other terms and conditions of this Agreement shall remain in full force and effect. ARTICLE IX. DURATION; RECAPTURE Section 9.1. Duration. This Agreement shall continue in force until such time as (i) the Ceding Company’s Liability arising out of or related to all Reinsured Contracts is terminated in accordance with their respective terms and each Party has received payments which discharge the other Party’s liabilities incurred hereunder prior to such termination or (ii) in accordance with Section 9.3, if the Ceding Company has elected to recapture the reinsurance of the Reinsured Contracts, and each Party has received payments which discharge the other Party’s liability in full in accordance with Section 9.4 and the other terms of this Agreement.

- 31 - Section 9.2. Survival. Notwithstanding the other provisions of this Article IX, the terms and conditions of Articles I , VIII and IX, and the provisions of Section 3.6, Section 13.1, Section 13.3, Section 13.4, Section 13.5, Section 13.6, Section 13.9, Section 13.10 and Section 13.11 shall remain in full force and effect after the termination of this Agreement. Section 9.3. Recapture. (a) Upon the occurrence and during the continuation of a Recapture Event, the Ceding Company shall have the right (but not the obligation) to terminate this Agreement and recapture all, and not less than all, of the Reinsured Contracts by providing the Reinsurer with written notice of its intent to effect a termination and recapture. (b) Upon the occurrence of a Reinsurer Termination Event, the Reinsurer shall have the right (but not the obligation) to terminate this Agreement and cause the Ceding Company to recapture all, and not less than all, of the Reinsured Contracts by providing the Ceding Company written notice of its intent to effect a termination. (c) Termination of this Agreement and recapture of the Reinsured Contracts shall be effective on the later of (i) the tenth (10th) calendar day following the day on which the Ceding Company or the Reinsurer, as applicable, has provided the other Party with written notice of its intent to effect a termination and (ii) solely after a Reserve Credit Event, the end of the quarter in which the Ceding Company has provided the Reinsurer with written notice of its intent to effect a termination (the later of such dates, the “Recapture Date”); provided, that if the Reinsurer or the Ceding Company, as applicable, cures such Recapture Event prior to the Recapture Date, then this Agreement shall not terminate and shall continue in force. (d) Following a termination and recapture pursuant to this Section 9.3, including payment of any Terminal Settlement Amount pursuant to Section 9.4, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the Reinsured Contracts, other than any payment obligations due hereunder prior to the Recapture Date but still unpaid on such date and any breaches of this Agreement prior to such date. (e) Following a termination and recapture pursuant to this Section 9.3, the Reinsurer shall promptly execute and file such documents as are reasonably necessary to release its security interest in the assets supporting the reserves of the Reinsured Contracts held in the Separate Accounts pursuant to the terms of the Security Agreement. (f) The Ceding Company shall continue to promptly pay to the Reinsurer any Reinsurer Receivables it receives that were due to the Reinsurer prior to the Recapture Date. The Ceding Company shall have no right to recapture the Reinsured Contracts outside of a termination effected pursuant to this Article IX. Section 9.4. Recapture Payment. In connection with a termination and recapture effected pursuant to Section 9.3, the Reinsurer shall prepare a settlement statement within thirty (30) calendar days of the Recapture Date (the “Terminal Settlement Statement”) setting forth the terminal settlement amount calculated in accordance with Schedule C (the “Terminal Settlement Amount”). If the Terminal Settlement Amount is positive, the Reinsurer shall pay such

- 32 - amount to the Ceding Company at the time it delivers the Terminal Settlement Statement to the Ceding Company. If the Terminal Settlement Amount is negative, the Ceding Company shall pay the absolute value of such amount to the Reinsurer within thirty (30) calendar days of its receipt of the Terminal Settlement Statement. Concurrently with payment of the Terminal Settlement, any and all assets remaining in the Trust Account not used to pay such Terminal Settlement shall be returned to the Reinsurer. In the event that the Ceding Company disagrees with the calculation of the Terminal Settlement Amount, the Ceding Company shall, within thirty (30) calendar days after its receipt of the Terminal Settlement Statement, deliver written notice to the Reinsurer of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. Any resolution agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties are unable to resolve any disagreement within thirty (30) calendar days after the Ceding Company delivers written notice of any such disagreement to the Reinsurer, the Parties shall jointly appoint the Independent Actuary to determine the Terminal Settlement Amount. The Parties shall instruct the Independent Actuary to limit its review to matters remaining in dispute at the time submitted to the Independent Actuary and to render a decision within ten (10) Business Days after submission of the dispute to such Independent Actuary. The Independent Actuary’s determination of the Terminal Settlement Amount shall be final and binding upon the Parties; provided that the Ceding Company or the Reinsurer may request that the Independent Actuary correct any clerical, typographical or computational errors. The fees of the Independent Actuary shall be paid by the Party whose position with respect to the matter in dispute is further from the Independent Actuary’s final determination. After a final and binding resolution of any dispute described in this Section 9.4 is reached, the Parties agree to make any necessary adjustments to the Terminal Settlement Amount under this Section 9.4 and to pay any amounts within the timeframes set forth herein. Notwithstanding any other provision of this Agreement to the contrary, a Party’s obligation to make payment of any undisputed amounts pursuant to this Section 9.4 shall become due on the date specified in this Section 9.4, including the payment of any undisputed portion of an amount that is in dispute. The disputed portion of any payments that are subsequently determined to be due shall be paid with interest calculated thereon at the Interest Rate from the date such payment would have been due if not disputed to the date of payment. ARTICLE X. INDEMNIFICATION Section 10.1. [***]. Section 10.2. [***].Indemnification Procedures. (a) If any Indemnitee receives notice of the assertion or commencement of any Action or other legal proceeding instituted by any Person that is not a Party or an Affiliate of a Party or a Representative of the foregoing (a “Third Party Claim”) against such Indemnitee in respect of which the Party required to indemnify such Indemnitee under Section 10.1 or Section 10.2 (each, an “Indemnitor”) may be obligated to provide indemnification under this Agreement, the Indemnitee shall give such Indemnitor prompt written notice (but in no event later than 30 days after such receipt by the Indemnitee of notice of the assertion or commencement of such Action) thereof and such notice shall include a reasonable description of the claim and any documents relating to the claim and an estimate of the Loss (to the extent ascertainable) and shall

- 33 - reference the specific sections of this Agreement that form the basis of such claim; provided that no delay on the part of the Indemnitee in notifying any Indemnitor shall relieve the Indemnitor from any obligation hereunder unless (and then solely to the extent) the Indemnitor is prejudiced by such delay. Thereafter, the Indemnitee shall deliver to the Indemnitor, promptly after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. (b) The Indemnitor shall be entitled to participate in the defense of any Third Party Claim and may assume the defense thereof with counsel selected by the Indemnitor, at its own expense, by delivery of written notice to the Indemnitee; provided that, the Indemnitee shall be entitled to assume the defense of any Third Party Claim (at the Indemnitor’s expense in accordance with this Article X) (i) for any period during which the Indemnitor has not assumed the defense thereof, (ii) if the Indemnitor fails to take reasonable steps necessary to defend diligently the action or proceeding after delivery of notice by the Indemnitor that it would assume the defense or (iii) if the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation against the Indemnitee. If the Indemnitor assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor, it being understood that the Indemnitor shall control such defense, provided that, the Indemnitor shall pay the reasonable and documented out-of-pocket fees and expenses of counsel retained by the Indemnitee (1) for any period during which the Indemnitor has not assumed the defense thereof or (2) if the Indemnitee determines (based on the opinion of counsel (including in- house counsel) to the Indemnitee) that (x) an actual or likely conflict of interest exists between the Indemnitor and the Indemnitee and makes representation of the two parties by the same counsel inappropriate or (y) one or more defenses or counterclaims are available to the Indemnitee that are inconsistent with those available to the Indemnitor. The Parties shall, and shall cause their respective Affiliates to, cooperate in the defense of any Third Party Claim, including the retention and (upon the other Party’s request) the provision of records and information that are relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnitor shall have assumed the defense of a Third Party Claim, the Indemnitee shall not admit any liability with respect to, or pay, settle, compromise or discharge (or offer to pay, settle, compromise or discharge) any Third Party Claim without the Indemnitor’s prior written consent. If the Indemnitor shall have assumed the defense of a Third Party Claim, the Indemnitor shall not settle, compromise or discharge such Third Party Claim without the written consent of the Indemnitee unless (A) the Indemnitor obtains, as a condition of any settlement or other resolution, a complete and unconditional release of each Indemnitee from any and all liability in respect of such Third Party Claim, (B) such settlement, compromise or discharge provides only for the payment of monetary damages and does not impose on the Indemnitee any non-monetary relief or any injunctive relief or other equitable remedy or other conditions, encumbrance or restrictions, (C) such settlement does not include a statement or admission of fault, culpability, or failure to act by or on behalf of the Indemnitee, (D) such settlement does not involve any finding or admission of any violation of Applicable Law or any violation of the rights of any Person on the part of the Indemnitee and (E) such settlement does not provide for any monetary liability of the Indemnitee that will not be promptly paid or reimbursed by the Indemnitor. If the Indemnitor submits to the Indemnitee a bona fide settlement offer that satisfies the requirements set forth in clauses (A)-(E) of the immediately preceding sentence and the Indemnitee refuses to consent as

- 34 - provided in this Section 10.3(b) to such settlement, then thereafter the Indemnitor’s liability to the Indemnitee with respect to such Third Party Claim shall not exceed the Indemnitor’s portion of the settlement amount included in such settlement offer, and the Indemnitee shall either assume the defense of such Third Party Claim or pay the Indemnitor’s attorney’s fees and other out-of- pocket costs incurred thereafter in continuing the defense of such Third Party Claim. (c) If an Indemnitee wishes to make a claim under this Article X that does not involve a Third Party Claim, the Indemnitee shall give written notice to the Indemnitor setting forth (i) a reasonably detailed description of the claim, (ii) a good faith estimate of the amount of the Loss (to the extent ascertainable) and (iii) the specific provision of this Agreement that the Indemnitee alleges to be breached or implicated, and such notice shall be accompanied by copies of all available documentation that may be necessary or appropriate for the purposes of enabling the Indemnitor to be informed and to take any and all appropriate decisions and actions in respect of the matter and Loss that is the subject of the claim; provided that failure to provide such notice on a timely basis shall not relieve the Indemnitor from any obligation hereunder unless (and then solely to the extent) the Indemnitor is prejudiced by such delay. Section 10.4. Additional Indemnification Provisions. (a) In any case where an Indemnitee recovers from a third Person not Affiliated with such Indemnitee, including any third party insurer, any amount in respect of any Loss paid by an Indemnitor pursuant to this Article X, such Indemnitee shall promptly pay over to the Indemnitor the amount so recovered (net of any out-of-pocket expenses incurred by such Indemnitee in procuring such recovery, which expenses shall not exceed the amount so recovered), but not in excess of the sum of (i) any amount previously paid by the Indemnitor to or on behalf of the Indemnitee in respect of such claim and (ii) any amount expended by the Indemnitor in pursuing or defending any claim arising out of such matter. (b) If any portion of Losses to be paid by the Indemnitor pursuant to this Article X would reasonably be expected to be recoverable from a third Person not Affiliated with the relevant Indemnitee (including under any applicable third party insurance coverage) based on the underlying claim or demand asserted against such Indemnitor, then the Indemnitee shall promptly after becoming aware of such fact give notice thereof to the Indemnitor and, upon the request of the Indemnitor, shall use commercially reasonable efforts to collect the maximum amount recoverable from such third Person, in which event the Indemnitor shall reimburse the Indemnitee for all reasonable costs and expenses incurred in connection with such collection, including any resulting increase in insurance premiums (which costs and expenses of collection shall not exceed the amount recoverable from such third Person). If any portion of Losses actually paid by the Indemnitor pursuant to this Article X could have been recovered from a third Person not Affiliated with the relevant Indemnitee based on the underlying claim or demand asserted against such Indemnitee, then the Indemnitee shall transfer, to the extent transferable, such of its rights to proceed against such third Person as are necessary to permit the Indemnitor to recover from such third Person any amount actually paid by the Indemnitor pursuant to this Article X. (c) Neither Ceding Company nor the Reinsurer shall have any right to set off any unresolved indemnification claim pursuant to this Article X against any payment due pursuant to any other Transaction Agreement or any other agreement between the Parties.

- 35 - Section 10.5. No Duplication of Indemnity. To the extent that an Indemnitee has received payment in respect of a Loss pursuant to the provisions of any other Transaction Agreement, such Indemnitee shall not be entitled to indemnification for such Loss under this Agreement to the extent of such payment. In no event shall any Indemnitee (a) be entitled to duplicate Losses under this Agreement and any other Transaction Agreement attributable to the same underlying event giving rise to such Loss or Losses or (b) initiate duplicate proceedings under two or more Transaction Agreements seeking recovery for the same Loss or Losses. ARTICLE XI. TAXES Section 11.1. Withholding. Each Party and any of their agents shall be entitled to deduct and withhold from any amount otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign applicable Tax law. If a Party determines that an amount is required to be deducted or withheld, such Party shall use reasonable best efforts to: (i) provide written notice to the other Party, at least five (5) Business Days before the relevant payment of such deduction or withholding, (ii) cooperate in good faith with the other Party to reduce or eliminate the deduction or withholding of such amount and (iii) provide the other Party a reasonable opportunity to provide forms or documentation that would exempt such amounts from withholding. If any amount is so withheld and paid over to the applicable Governmental Authority, such amounts paid to the applicable Governmental Authority shall be treated for all purposes of this Agreement as having been paid to the Person with respect to which such deduction or withholding was imposed. Without limiting the generality of the foregoing, each Party agrees to provide to the other on or before the date hereof an accurate and complete copy of IRS Form W-9 and shall deliver renewals or additional copies of such forms (or successor forms) to the other Party on or before the date that such forms expire or become obsolete. Section 11.2. DAC Tax Adjustment. (a) To the extent that Section 848 of the Code and corresponding Treasury Regulations Section 1.848-2 are applicable to the Reinsured Contracts, the Ceding Company and the Reinsurer hereby elect to make the joint election provided for in Treasury Regulations Section 1.848-2(g)(8) (the “DAC Tax Election”) and agree as follows: (i) The Parties will attach a schedule to their respective U.S. federal income tax returns identifying this Agreement as a reinsurance agreement for which the DAC Tax Election has been made, and will otherwise file their respective federal income tax returns in a manner consistent with the DAC Tax Election. Such schedule shall be attached to each Party’s U.S. federal income tax return filed for the first taxable year ending after the DAC Tax Election becomes effective. (ii) The Party with the net positive consideration for this Agreement for each taxable year will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Section 848(c)(1) of the Code.

- 36 - (iii) The Parties agree to exchange information pertaining to the amount of the net consideration under this Agreement each year to ensure consistency or as otherwise required by the Code or the Internal Revenue Service. (iv) The DAC Tax Election shall be effective for the first taxable year in which this Agreement is effective and for all years for which this Agreement remains in effect. (b) As used in this Article XI, the terms “net consideration,” “net positive consideration,” “specified policy acquisition expenses” and “general deductions limitation” are defined by reference to Treasury Regulations Section 1.848-2 and Section 848 of the Code, in effect as of the Effective Time. (c) Each of the Parties represents and warrants that it is subject to U.S. taxation under the provisions of Subchapter L of Chapter 1 of Subtitle A of the Code. (d) It is the intention of the Parties that with respect to DAC the Ceding Company is put in the position it would have been had the Reinsured Contracts been novated to the Reinsurer on the Closing Date on a non-funds withheld assumption reinsurance basis. Therefore, each year by May 15 (starting the first May 15 that follows the first December 31 that follows the Closing Date), the Ceding Company shall calculate, and provide the Reinsurer with a statement setting forth in reasonable detail, the aggregate tax detriment (or benefit) it has recognized in the prior calendar year pursuant to (i) the DAC tax rules as a result of the Reinsured Contracts not having been novated to the Reinsurer on the Closing Date on such basis and (ii) receiving (or making) any payment required pursuant to this Section 11.2(d) (assuming that any deductions/amortizations were fully utilized). The Reinsurer shall have thirty (30) days following the receipt of such statement to review and if the Reinsurer notifies the Ceding Company of any disagreement, the Parties shall negotiate in good faith to resolve such disagreement; provided, that if the Parties are unable to resolve such disagreement within fifteen (15) Business Days of such notice, the dispute shall be submitted to a nationally recognized accounting firm or law firm that is independent and mutually acceptable to the Parties, and that firm shall render a decision within ten (10) Business Days after submission (or such other time as mutually agreed by the Parties), and such decision shall be final and binding upon the Parties and incorporated into the appliable statement. The Reinsurer (or the Ceding Company) shall pay the Ceding Company (or the Reinsurer) under Section 3.3 in the next applicable Net Settlement an amount equal to such detriment (or benefit) as determined on the applicable final statement determined hereunder. No amount should be included in the Total Assets (as defined in the Stock Purchase Agreement) as a result of this Section 11.2(d). ARTICLE XII. CONFIDENTIALITY; PRIVACY REQUIREMENTS Section 12.1. Compliance with Privacy and Data Security Laws. Both Parties will comply in all material respects with all Applicable Laws, including Privacy and Data Security Laws, respecting Confidential Information (including the Personal Information) as outlined in Section 12.2. This includes the obligation to comply in all material respects with new and current

- 37 - laws, including Privacy and Data Security Laws, respecting Confidential Information (including the Personal Information) that take effect while this Agreement remains in effect. Both Parties shall only use Confidential Information as permitted by this Agreement. Section 12.2. Confidentiality. Each Party (a “Receiving Party”) shall hold the Confidential Information of the other Party (a “Disclosing Party”) in strictest confidence and shall take all reasonable steps to ensure that such Confidential Information is not disclosed to any third party, except that each Receiving Party may disclose such Confidential Information or portions thereof to those of such Receiving Party’s Affiliates and its and their respective Representatives to the extent necessary for the performance of such Receiving Party’s obligations under this Agreement, provided that the Receiving Party advises such Persons of the confidential nature of the Disclosing Party’s Confidential Information and directs them to maintain its confidentiality in accordance with the terms hereof; provided, further, that a Receiving Party shall be responsible for any breach of this provision by any of its Affiliates or its or their respective Representatives. Without limiting the foregoing, a Receiving Party shall be permitted to disclose Confidential Information to the extent (i) any such information is required by Applicable Law, Governmental Order or a Governmental Authority to be disclosed after prior notice has been given to the Disclosing Party (to the extent such prior notice is permitted to be given under Applicable Law); provided that, the Receiving Party, to the extent reasonably requested by the Disclosing Party, shall cooperate with the Disclosing Party in seeking an appropriate order or other remedy protecting such information from disclosure or (ii) any such information is reasonably necessary to be disclosed in connection with any Action for the enforcement of the rights of the Receiving Party under this Agreement. For the purposes of this Section 12.2, “Representatives” shall only refer to those Persons that actually receive Confidential Information pursuant to this Agreement, and, in the case of Receiving Party, shall include its and its Affiliates’ board observers and oversight committee members. Section 12.3. Security Breaches. Each Party shall (i) notify the other Party promptly of any unauthorized possession, use, or knowledge of any Confidential Information by any Person which shall become known to it, any attempt by any Person to gain possession of Confidential Information without authorization or any attempt to use or acquire knowledge of any Confidential Information without authorization (collectively, “Unauthorized Access”), (ii) promptly furnish to the other Party details of the Unauthorized Access as may be reasonably available and use commercially reasonable efforts to assist the other Party in investigating or preventing the reoccurrence of any Unauthorized Access, (iii) cooperate with the other Party in any litigation and investigation against third parties deemed necessary by such Party to protect its proprietary rights, and (iv) use commercially reasonable efforts to prevent a recurrence of any such Unauthorized Access. To the extent that a Party inadvertently obtains access to any Confidential Information of the other Party to which it was otherwise not intended to have access, such Party shall promptly notify the other Party when they are aware that they have received such Confidential Information or upon notice from the other Party, they shall maintain confidentiality of such information until such time that it is either destroyed or returned to the other Party, and shall promptly destroy any such Confidential Information and instruct its employees not to use or otherwise act on such Confidential Information. Section 12.4. Information Safeguards. Each Party shall (to the extent it has the ability to access or otherwise process Confidential Information of the other Party) maintain

- 38 - administrative, technical and physical safeguards that are reasonably designed to (a) protect the security and confidentiality of such Confidential Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Confidential Information; (c) protect against use or destruction of such Confidential Information that could result in substantial harm to the Confidential Information and which are no less protective of Confidential Information than how the Party protects its own Confidential Information; and (d) ensure the proper disposal of such Confidential Information, in each case not less than in accordance with the standards required by Applicable Law. ARTICLE XIII. MISCELLANEOUS Section 13.1. Expenses. Except as may otherwise be specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisers and independent accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the Person incurring such costs and expenses. For the avoidance of doubt, the Ceding Company shall not be responsible for any costs or expenses related to the administration of the Reinsured Liabilities and Reinsured Contracts under the Administrative Services Agreement except to the extent expressly set forth therein. Section 13.2. Relationship of Parties. Except as specifically provided herein, neither Party shall (a) act or represent or hold itself out as having authority to act as an agent or partner of the other Party or (b) in any way bind or commit the other Party to any obligations or agreement. Nothing contained in this Agreement shall be construed as creating a partnership, joint venture, agency, trust, fiduciary relationship or other association of any kind, each Party being individually responsible only for its obligations as set forth in this Agreement. The Parties’ respective rights and obligations hereunder shall be limited to the contractual rights and obligations expressly set forth herein on the terms and conditions set forth herein. Section 13.3. Notices. All notices, requests, consents, claims, demands and other communications under this Agreement shall be in writing (including email transmission) and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by electronic mail (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 13.3). (a) [***]. (b) [***]. Section 13.4. Assignment; No Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Party without the prior written consent of the other Party. Any attempted assignment in violation of this Section 13.4 shall be void and have no effect. This Agreement and all of the provisions hereof shall be binding

- 39 - upon, shall inure to the benefit of, and shall be enforceable by and against the Parties and their respective successors and permitted assigns. Except as otherwise provided herein, this Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, the Reinsurer may retrocede all or any portion of the Reinsured Liabilities to its Affiliates that remains an Affiliate after the cession without the consent of the Ceding Company. Section 13.5. Entire Agreement; Amendments. (a) This Agreement and the Exhibits and Schedules hereto, the documents delivered pursuant hereto and the other Transaction Agreements constitute the entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersede all other prior negotiations, agreements, discussions, understandings, writings and undertakings, both written and oral, between or on behalf of the Reinsurer and/or its Affiliates, on the one hand, and the Ceding Company and/or its Affiliates, on the other hand, with respect to the subject matter hereof or thereof. (b) No provision of this Agreement may be changed, amended, supplemented or modified except by a written instrument signed by each Party. Any change or modification to this Agreement shall be null and void, unless made by written amendment to this Agreement and signed by each of the Parties. Section 13.6. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Applicable Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by the Transaction Agreements are not affected in any manner materially adverse to either Party. If any provision of this Agreement is so broad as to be unenforceable, that provision shall be interpreted to be only so broad as is enforceable. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible. Section 13.7. Waivers. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, in writing at any time by the Party or Parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently authorized for the purposes of this Agreement if, as to any Party, it is authorized in writing executed by an authorized officer of such Party. The failure of any Party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any preceding or subsequent breach.

- 40 - Section 13.8. Counterparts. This Agreement may be executed in counterparts, and if executed in more than one counterpart, the executed counterparts hereof shall constitute a single instrument. Delivery of an executed counterpart of this Agreement by facsimile or other electronic communication shall be equally effective as delivery of an original executed counterpart hereof (including electronic signatures complying with the U.S. federal ESIGN Act of 2000, e.g., DocuSign or a copy of a duly signed document sent via email). Section 13.9. Governing Law. This Agreement, and the formation, termination or validity of any part of this Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Arizona. Notwithstanding the foregoing, this Section 13.9 shall not be interpreted to permit the parties to avoid their obligations to resolve disputes pursuant to Section 13.10. Section 13.10. Arbitration. All disputes between the parties in respect to this Agreement shall be resolved pursuant to the terms of this Section 13.10. (a) The Ceding Company and the Reinsurer shall attempt in good faith to negotiate a mutually acceptable solution to any controversy, dispute or claim arising out of or relating to this Agreement or the breach thereof before resorting to arbitration in the manner set out below. Where the Ceding Company and the Reinsurer fail to reach a mutually acceptable solution, then either the Ceding Company or the Reinsurer may initiate arbitration to settle such controversy, dispute or claim. The arbitrators shall regard this Agreement from the standpoint of practical business and equitable principles and the customs and practices of the insurance and reinsurance business, rather than from the standpoint of strict law. Moreover, the arbitrators shall be released from judicial formalities and shall not be bound by strict rules of procedure and evidence. The Ceding Company and the Reinsurer intend that the arbitrators will make their decision with a view to effecting the intent of this Agreement. (b) To initiate arbitration, either the Ceding Company or Reinsurer will notify the other in writing of its desire to arbitrate, stating the nature of its dispute and remedy sought. The party to which the notice is sent will respond to the notification in writing within fifteen (15) days. (c) Within sixty (60) days of the date on which the party initiating the arbitration gives notice to the other party that it is initiating such arbitration, the Ceding Company and the Reinsurer shall each appoint one (1) arbitrator. If either party fails to appoint an arbitrator within the allotted time, the other party shall appoint both arbitrators. The two arbitrators shall select a third arbitrator within thirty (30) days of the date on which the latter of the two such arbitrators was appointed. Should the two arbitrators selected by the parties not be able to agree upon the choice of a third, then the Ceding Company and the Reinsurer shall each name four (4) arbitrators. Beginning with the party who did not initiate arbitration, each party shall eliminate one (1) arbitrator from the eight (8) listed until one (1) arbitrator remains. If this arbitrator declines to serve, the arbitrator last eliminated will be approached to serve. This process shall be repeated until an arbitrator has agreed to serve as the third arbitrator. (d) All three arbitrators must be disinterested persons with not less than ten (10) years’ experience as present or former (i) officers of life insurance companies or life reinsurance

- 41 - companies or (ii) persons advising the life insurance or life reinsurance business in a professional capacity, excluding however, officers, advisers, or employees of the Ceding Company and the Reinsurer or their respective Affiliates. The written decision of a majority of the arbitrators shall be final and binding on the Ceding Company and the Reinsurer and their respective successors and assigns. If an arbitrator, subsequent to his or her appointment, is unwilling or unable to act, a new arbitrator shall be appointed to replace him or her by the same procedure by which he or she was appointed. All costs of the arbitration and expenses and fees of the arbitrators shall be borne equally by the parties, unless otherwise ordered by the arbitrators. (e) The arbitration shall take place at a location in New York, New York unless otherwise agreed to in writing by both the Ceding Company and the Reinsurer. The arbitrators shall have power to fix by a notice in writing to the parties involved, a reasonable time and location for the arbitration hearing and may prescribe all procedural rules relating to the course and conduct of the arbitration. (f) The arbitrators shall use their best efforts to render a written award within three (3) months of the arbitration hearing, unless both parties agree otherwise. The panel is empowered to grant interim relief as it may deem appropriate. (g) Judgment upon the award may be entered in any court having jurisdiction thereof. Section 13.11. Specific Performance and other Equitable Relief. The Parties hereby agree that irreparable damage would occur in the event of any breach or threatened breach by any of the Parties of its covenants or obligations contained in this Agreement. Accordingly, each of the Parties shall be entitled to injunctive or other equitable relief to prevent or cure any breach or threatened breach by the other Party of its covenants or obligations contained in this Agreement and to specifically enforce such covenants and obligations in any court having jurisdiction, such remedy being in addition to any other remedy to which either Party may be entitled at law or in equity. Each of the Parties acknowledges and agrees that it shall not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement, and hereby waives any requirement under Applicable Law to post a bond, undertaking or other security as a prerequisite to obtaining equitable relief. Section 13.12. Waiver of Duty of Utmost Good Faith. Each Party absolutely and irrevocably waives resort to the duty of “utmost good faith” or any similar principle in connection with the conduct of the Parties prior to the Effective Time. Notwithstanding anything in this Agreement to the contrary, each Party agrees that it does not waive the duty of “utmost good faith” or any similar principle relating to the conduct of the Parties on or after the Effective Time. [The rest of this page intentionally left blank.]

Signature Page to Reinsurance Agreement IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on the day and year first above written. PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: /s/ Name Name: Title: PRUCO LIFE INSURANCE COMPANY By: /s/ Name Name: Title:

SCHEDULE A Types of Reinsured Contracts 1

SCHEDULE B Separate Accounts

SCHEDULE C Terminal Settlement

SCHEDULE D Fair Market Value Methodologies

SCHEDULE E Credit for Reinsurance Provisions

EXHIBIT A Settlement Statement

ACTIVE/111979458.3 FUND PARTICIPATION AGREEMENT Prudential Annuities Life Assurance Corporation, The Prudential Series Fund, PGIM Investments LLC, and Prudential Investment Management Services LLC January 18, 2022 DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

ACTIVE/111979458.3 TABLE OF CONTENTS ARTICLE I. Sale of Fund Shares ........................................................................................4 ARTICLE II. Representations and Warranties .....................................................................6 ARTICLE III. Fund Disclosure Documents; Voting; Shareholder Information ....................9 ARTICLE IV. Sales Material and Information ....................................................................10 ARTICLE V. Fees and Expenses ........................................................................................11 ARTICLE VI. Diversification and Qualification .................................................................11 ARTICLE VII. Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order .............................................13 ARTICLE VIII. Indemnification ............................................................................................15 ARTICLE IX. Applicable Law.............................................................................................19 ARTICLE X. Termination ..................................................................................................20 ARTICLE XI. Notices ..........................................................................................................22 ARTICLE XII. Miscellaneous ...............................................................................................22 APPENDIX A Diversification Compliance Certification .....................................................27 APPENDIX B Shareholder Information ...............................................................................28 DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

2 PARTICIPATION AGREEMENT Among PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION, THE PRUDENTIAL SERIES FUND, PGIM INVESTMENTS LLC, and PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC THIS AGREEMENT, made and entered into as of this 18th day of January, 2022, by and among PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION (the “Company”), an Arizona life insurance company, on its own behalf and on behalf of its separate accounts (the “Accounts”); THE PRUDENTIAL SERIES FUND, an open-end management investment company organized under the laws of Delaware (the “Fund”); PGIM INVESTMENTS LLC, a New York limited liability company (“PI” or the “Adviser”); and PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC, a Delaware limited liability company (the “Distributor”). WHEREAS, the Fund engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance policies and/or variable annuity contracts (collectively, the “Variable Insurance Products”) to be offered by insurance companies, many of which have entered into participation agreements similar to this Agreement (hereinafter “Participating Insurance Companies”); and WHEREAS, the beneficial interest in the Fund is divided into several series of shares, each designated a “Portfolio” and representing the interest in a particular managed portfolio of securities and other assets; and WHEREAS, the Fund has obtained an order from the Securities and Exchange Commission (hereinafter the “SEC”), dated March 5, 1999 (File No. 812-11280), granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (hereinafter the “1940 Act”) and Rules 6e- 2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund to be DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

3 sold to and held by variable annuity and variable life insurance separate accounts of life insurance companies that may or may not be affiliated with one another and qualified pension and retirement plans (“Qualified Plans”) (hereinafter the “Mixed and Shared Funding Exemptive Order”); and WHEREAS, the Fund is registered as an open-end management investment company under the 1940 Act and shares of the Portfolio(s) are registered under the Securities Act of 1933, as amended (hereinafter the “1933 Act”); and WHEREAS, the Adviser is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended; and WHEREAS, the Distributor is duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, (the “1934 Act”), is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”), and is principal underwriter of the Fund; and WHEREAS, the Company has issued and plans to continue to issue certain variable life insurance policies and variable annuity contracts supported wholly or partially by the Accounts (the “Contracts”); and WHEREAS, each Account is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of the Company under the insurance laws of the state of the Company’s organization, to set aside and invest assets attributable to the Contracts; and WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to continue to purchase shares in the Portfolios on behalf of the Accounts to fund the Contracts, and the Fund is authorized to sell such shares to unit investment trusts such as the Accounts at net asset value; and WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company also intends to continue to purchase shares in other open-end investment companies or series thereof not affiliated with the Fund (the “Unaffiliated Funds”) on behalf of the Accounts to fund the Contracts; and WHEREAS, the parties wish to enter into a written agreement governing the arrangement already existing among the parties and superseding and terminating all previous participation agreements, including the agreement dated May 1, 2001, and the agreement dated May 1, 2005, as amended and restated June 8, 2005, and further amended February 25, 2013. NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund, the Distributor and the Adviser agree as follows: DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

4 ARTICLE I. Sale of Fund Shares 1.1. The Fund and the Distributor agree to sell to the Company those shares of the Portfolios which the Account orders, executing such orders on each Business Day at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Portfolios. For purposes of this Section 1.1, the Company shall be the designee of the Fund for receipt of such orders and receipt by such designee shall constitute receipt by the Fund, provided that the Fund receives notice of any such order by 10:00 a.m. Eastern time on the next following Business Day. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which the Portfolio calculates its net asset value pursuant to the rules of the SEC. “Valuation Time” shall mean the time as of which the Fund calculates net asset value for the shares of the Portfolios on the relevant Business Day. 1.2. The Fund and the Distributor agree to make shares of the Portfolios available for purchase at the applicable net asset value per share by the Company and the Accounts on each Business Day. Notwithstanding the foregoing, the Fund may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Fund acting in good faith, necessary or appropriate in the best interests of the shareholders of such Portfolio. All orders accepted by the Company shall be subject to the terms of the then current prospectus of the Fund. The Company shall use its best efforts, and shall reasonably cooperate with the Fund, to enforce stated prospectus policies regarding transactions in Portfolio shares. The Company acknowledges that orders accepted by it in violation of the Fund’s stated policies may be subsequently revoked or cancelled by the Fund and that the Fund shall not be responsible for any losses incurred by the Company or the Contract owner as a result of such cancellation. In addition, the Company acknowledges that the Fund has the right to refuse any purchase order for any reason, particularly if the Fund determines that a Portfolio would be unable to invest the money effectively in accordance with its investment policies or would otherwise be adversely affected due to the size of the transaction, frequency of trading, or other factors. 1.3. The Fund will not sell shares of the Portfolios to any other Participating Insurance Company separate account unless an agreement containing provisions the substance of which are the same as Sections 2.1, 2.2 (except with respect to designation of applicable law), 3.6, 3.7, 3.8, and Article VII of this Agreement is in effect to govern such sales. 1.4. The Fund agrees to redeem for cash, on the Company’s request, any full or fractional shares of the Fund held by the Company, executing such requests on each Business Day at the net asset value next computed after receipt by the Fund or its designee of the request for redemption. For purposes of this Section 1.4, the Company shall be the designee of the Fund for receipt of requests for redemption and receipt by such designee shall constitute receipt by the Fund, provided that the Fund receives notice of any such request for redemption by 10:00 a.m. Eastern time on the next following Business Day. DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

5 1.5. The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the Fund’s shares may be sold to other Participating Insurance Companies (subject to Section 1.3) and the cash value of the Contracts may be invested in other investment companies. 1.6. The Company shall pay for Fund shares by 3:00 p.m. Eastern time on the next Business Day after an order to purchase Fund shares is received in accordance with the provisions of Section 1.1 hereof. Payment shall be in federal funds transmitted by wire and/or by a credit for any shares redeemed the same day as the purchase. 1.7. The Fund shall pay and transmit the proceeds of redemptions of Fund shares by 11:00 a.m. Eastern Time on the next Business Day after a redemption order is received in accordance with Section 1.4 hereof; provided, however, that the Fund may delay payment to the extent permitted under Section 22(e) of the 1940 Act. Payment shall be in federal funds transmitted by wire and/or a credit for any shares purchased the same day as the redemption. 1.8. Issuance and transfer of the Fund’s shares will be by book entry only. Stock certificates will not be issued to the Company or the Accounts. Shares purchased from the Fund will be recorded in an appropriate title for the relevant Account or the relevant sub-account of an Account. 1.9. The Fund shall furnish same day notice (by electronic communication or telephone, followed by electronic confirmation) to the Company of any income, dividends or capital gain distributions payable on a Portfolio’s shares. The Company hereby elects to receive all such income dividends and capital gain distributions as are payable on a Portfolio’s shares in additional shares of that Portfolio. The Company reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Fund shall notify the Company by the end of the next following Business Day of the number of shares so issued as payment of such dividends and distributions. 1.10. The Fund shall make the net asset value per share for each Portfolio available to the Company on each Business Day as soon as reasonably practicable after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 6:00 p.m. Eastern time. In the event of an error in the computation of a Portfolio’s net asset value per share (“NAV”) or any dividend or capital gain distribution (each, a “pricing error”), the Adviser or the Fund shall immediately notify the Company as soon as possible after discovery of the error. Such notification may be verbal, but shall be confirmed promptly in writing. Unless otherwise agreed to by the parties, a pricing error shall be corrected as follows: (a) if the pricing error results in a difference between the erroneous NAV and the correct NAV of less than $0.01 per share, then no corrective action need be taken; (b) if the pricing error results in a difference between the erroneous NAV and the correct NAV equal to or greater than $0.01 per share, but less than 1/2 of 1% of the Portfolio’s NAV at the time of the error, then the Adviser shall DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

6 reimburse the Portfolio for any loss, after taking into consideration any positive effect of such error; however, no adjustments to Contract owner accounts need be made; and (c) if the pricing error results in a difference between the erroneous NAV and the correct NAV equal to or greater than 1/2 of 1% of the Portfolio’s NAV at the time of the error, then Contract owner purchases and redemptions shall be reprocessed to provide the correct number of shares or to provide the correct redemption proceeds (provided, however, that the adjustments may be subject to a de minimis threshold of no more than $30 per account), and, to the extent that reprocessing does not make the Portfolio whole, the Adviser shall seek to have the Portfolio made whole by having the net amount of any loss deposited in the Portfolio by the party responsible for the error. A pricing error within categories (b) or (c) above shall be deemed to be “materially incorrect” or constitute a “material error” for purposes of this Agreement. The standards set forth in this Section 1.10 are based on the parties’ understanding of the views expressed by the staff of the SEC as of the date of this Agreement. In the event the views of the SEC staff are later modified or superseded by SEC or judicial interpretation, the parties shall amend the foregoing provisions of this Agreement to comport with the appropriate applicable standards, on terms mutually satisfactory to all parties. 1.11. The parties agree to mutually cooperate with respect to any state insurance law restriction or requirement applicable to the Fund’s investments; provided, however, that the Fund reserves the right not to implement restrictions or take other actions required by state insurance law if the Fund or the Adviser determines that the implementation of the restriction or other action is not in the best interest of Fund shareholders. ARTICLE II. Representations and Warranties 2.1. The Company represents and warrants that: (a) the securities deemed to be issued by the Accounts under the Contracts are or will be registered under the 1933 Act, or are not so registered in proper reliance upon an exemption from such registration requirements; (b) the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws; and (c) the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. 2.2. The Company represents and warrants that: (a) it is an insurance company duly organized and in good standing under applicable law; (b) it has legally and validly established each Account prior to any issuance or sale of units thereof as a segregated asset account under laws of the state of the Company’s organization; and (c) it has registered each Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts and will maintain such registration for so long as any Contracts are outstanding as required by applicable law or, alternatively, the Company has not registered one or more Accounts in proper reliance upon an exclusion from such registration requirements. DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

7 2.3. The Fund represents and warrants that: (a) the Fund shares sold pursuant to this Agreement shall be registered under the 1933 Act; (b) the Fund shares sold pursuant to this Agreement shall be duly authorized for issuance and sold in compliance with all applicable federal securities laws including without limitation the 1933 Act, the 1934 Act, and the 1940 Act; (c) the Fund is and shall remain registered under the 1940 Act; and (d) the Fund shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. 2.4. The parties acknowledge that the Fund has adopted a plan pursuant to Rule 12b-1 under the 1940 Act covering certain classes and that the Fund reserves the right to modify the plan, to adopt one or more additional plans, and to impose an asset-based or other charge to finance distribution expenses as permitted by applicable law and regulation. The Fund, the Distributor and the Adviser agree to comply with applicable provisions and SEC interpretation of the 1940 Act with respect to any such plan. 2.5. The Fund represents and warrants that it shall register and qualify the shares for sale in accordance with the laws of the various states if and to the extent required by applicable law. 2.6. The Fund represents and warrants that it is lawfully organized and validly existing under the laws of the State of Delaware and that it does and will comply in all material respects with the 1940 Act. 2.7. The Adviser represents and warrants that it is and shall remain duly registered under all applicable federal and state securities laws and that it shall perform its obligations for the Fund in compliance in all material respects with any applicable state and federal securities laws. 2.8. The Distributor represents and warrants that it is and shall remain duly registered under all applicable federal and state securities laws and that it shall perform its obligations for the Fund in compliance in all material respects with the laws of any applicable state and federal securities laws. 2.9. The Fund and the Adviser represent and warrant that all of their respective officers, employees, investment advisers, and other individuals or entities dealing with the money and/or securities of the Fund are, and shall continue to be at all times, covered by one or more blanket fidelity bonds or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage required by Rule 17g-1 under the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bonds shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. 2.10. The Fund and the Adviser represent and warrant that they will provide the Company with as much advance notice as is reasonably practicable of any material change DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

8 affecting the Portfolios (including, but not limited to, any material change in the registration statement or prospectus affecting the Portfolios) and any proxy solicitation affecting the Portfolios and consult with the Company in order to implement any such change in an orderly manner, recognizing the expenses of changes. 2.11 The Company represents and warrants, for purposes other than diversification under Section 817 of the Internal Revenue Code of 1986 as amended (the “Code”), that the Contracts are currently and at the time of issuance will be treated as annuity contracts or life insurance policies under applicable provisions of the Code, and that it will make every effort to maintain such treatment and that it will notify the Fund, the Distributor and the Adviser immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. In addition, the Company represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use every effort to continue to meet such definitional requirements, and it will notify the Fund, the Distributor and the Adviser immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. The Company represents and warrants that it will not purchase Fund shares with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans. 2.12 The Company represents and warrants that it is currently in compliance, and will remain in compliance, with all applicable anti-money laundering laws, regulations, and requirements. In addition, the Company represents and warrants that it has adopted and implemented policies and procedures reasonably designed to achieve compliance with the applicable requirements administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury. 2.13 The Company represents and warrants that it is currently in compliance, and will remain in compliance, with all applicable laws, rules and regulations relating to consumer privacy, including, but not limited to, Regulation S-P. 2.14 The Company represents and warrants that it has adopted, and will at all times during the term of this Agreement maintain, reasonable and appropriate procedures (“Late Trading Procedures”) designed to ensure that any and all orders relating to the purchase, sale or exchange of Fund shares communicated to the Fund to be treated in accordance with Article I of this Agreement as having been received on a Business Day have been received by the Valuation Time on such Business Day and were not modified after the Valuation Time, and that all orders received from Contract owners but not rescinded by the Valuation Time were communicated to the Fund or its agent as received for that Business Day. Each transmission of orders by the Company shall constitute a representation by the Company that such orders are accurate and complete and relate to orders received by the Company by the Valuation Time on the Business DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

9 Day for which the order is to be priced and that such transmission includes all orders relating to Fund shares received from Contract owners but not rescinded by the Valuation Time. The Company agrees to provide the Fund or its designee with a copy of the Late Trading Procedures and such certifications and representations regarding the Late Trading Procedures as the Fund or its designee may reasonably request. The Company will promptly notify the Fund in writing of any material change to the Late Trading Procedures. 2.15. The Company represents and warrants that it has adopted, and will at all times during the term of this Agreement maintain, reasonable and appropriate procedures (“Market Timing Procedures”) designed to minimize any adverse impact on other Fund investors due to excessive trading. The Company agrees to provide the Fund or its designee with a copy of the Market Timing Procedures and such certifications and representations regarding the Market Timing Procedures as the Fund or its designee may reasonably request. The Company will promptly notify the Fund in writing of any material change to the Market Timing Procedures. The parties agree to cooperate in light of any conflict between the Market Timing Procedures and actions taken or policies adopted by the Fund designed to minimize any adverse impact on other Fund investors due to excessive trading. ARTICLE III. Fund Disclosure Documents; Voting; Shareholder Information 3.1. The Fund shall provide the Company, at the Fund’s expense, with electronic versions of the Fund’s prospectus, statement of additional information (“SAI”), annual report, semi-annual report, and Fund-sponsored proxy material (including any amendments or supplements to any of the foregoing) (collectively, the “Fund Disclosure Documents”). The Company shall deliver the Fund Disclosure Documents to then-current owners of Contracts to the extent required by law. Unless otherwise set forth in a separate agreement or plan, the Fund shall bear the printing and delivery costs associated with the Fund Disclosure Documents delivered to current Contract owners, and the Company shall bear the printing and delivery costs associated with the Fund Disclosure Documents delivered by the Company to anyone other than current Contract owners, including but not limited to prospective Contract owners. 3.2. The Fund shall bear the costs of registering and qualifying the Fund’s shares, and of preparing and filing the Fund Disclosure Documents and all statements and notices required by federal or state law. The Fund shall pay all taxes on the issuance and/or transfer of the Fund’s shares. 3.3. The Company will bear the costs of registering the Contracts for sale, qualifying the Accounts including any registration, printing costs and delivery costs associated with the delivery of the Contracts’ current prospectus and SAI, private placement memoranda, Contracts, Contract applications, sales literature or other promotional material, and Company-sponsored proxy materials and voting solicitation instructions. DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

10 3.4 Unless otherwise set forth in a separate agreement or plan, the Company will bear the responsibility and corresponding expense for administrative and support services for Contract owners. 3.5. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor the Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.6. If and to the extent required by law the Company shall: (a) solicit voting instructions from Contract owners; (b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners; (c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners; and (d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares in its own right, to the extent permitted by law. 3.7. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. 3.8. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto. 3.9. The parties agree to the shareholder information provisions in Appendix B in accordance with Rule 22c-2 under the 1940 Act. DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

11 ARTICLE IV. Sales Material and Information 4.1. The Company shall not give any information or make any representations or statements on behalf of the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement, including the prospectus or SAI for the Fund shares, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by the Fund, the Distributor or the Adviser, except with the permission of the Fund, the Distributor or the Adviser. 4.2. The Fund, the Distributor and the Adviser shall not give any information or make any representations on behalf of the Company or concerning the Company, the Accounts, or the Contracts other than the information or representations contained in a registration statement, including the prospectus or SAI for the Contracts, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company. 4.3. For purposes of Articles IV and VIII, the phrase “sales literature and other promotional material” includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media; e.g., on-line networks such as the Internet or other electronic media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and shareholder reports, and proxy materials (including solicitations for voting instructions) and any other material constituting sales literature or advertising under FINRA rules, the 1933 Act or the 1940 Act. 4.4. At the request of any party to this Agreement, each other party will make available to the other party’s independent auditors and/or representatives of the appropriate regulatory agencies, all records, data and access to operating procedures that may be reasonably requested in connection with compliance and regulatory requirements related to this Agreement or any party’s obligations under this Agreement. ARTICLE V. Fees and Expenses 5.1. Except as otherwise provided in this Agreement or any other agreement or plan (including by not limited to a plan approved by the Fund pursuant to Rule 12b-1 under the 1940 Act), each party will bear their own expenses. ARTICLE VI. Diversification and Qualification DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

12 6.1. The Fund, the Distributor and the Adviser represent and warrant that the Fund and each Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation §1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund, the Distributor or the Adviser shall provide to the Company a quarterly written diversification certification, in the form attached hereto as Appendix A or such other form as agreed to by the parties, which shall include a certification as to whether each Portfolio complies with the Section 817(h) diversification requirement. The diversification certification shall be provided to the Company within 15 calendar days of the end of a quarter. 6.2. The Fund, the Distributor and the Adviser agree that shares of the Portfolios will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. No shares of any Portfolio of the Fund will be sold to the general public. 6.3. The Fund, the Distributor and the Adviser represent and warrant that the Fund and each Portfolio is treated as a partnership under the Code. 6.4. The Fund, the Distributor or the Adviser will notify the Company immediately upon having a reasonable basis for believing that the Fund or any Portfolio has ceased to comply with the aforesaid Section 817(h) diversification requirement or might not so comply in the future. 6.5. Without in any way limiting the effect of Section 8.2 hereof and without in any way limiting or restricting any other remedies available to the Company, the Adviser or the Distributor will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(c) of the 1940 Act). 6.6. The Company agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of the Company (or, to the Company’s knowledge, of any Contract owner) that any Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Fund, the Distributor or the Adviser as a result of such a failure or alleged failure: (a) The Company shall promptly notify the Fund, the Distributor and the Adviser of such assertion or potential claim; DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

13 (b) The Company shall consult with the Fund, the Distributor and the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure; (c) The Company shall use its best efforts to minimize any liability of the Fund, the Distributor and the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent; (d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Fund, the Distributor and the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission; (e) The Company shall provide the Fund, the Distributor and the Adviser with such cooperation as the Fund, the Distributor and the Adviser shall reasonably request (including, without limitation, by permitting the Fund, the Distributor and the Adviser to review the relevant books and records of the Company) in order to facilitate review by the Fund, the Distributor and the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) The Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, the Company shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorney’s fees, incurred by the Company in complying with this clause (f). ARTICLE VII. Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order 7.1. The Board of Trustees (the “Board”) of the Fund will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

14 ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio is being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2. The Company will report any potential or existing conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board whenever Contract owner voting instructions are to be disregarded. Such responsibilities shall be carried out by the Company with a view only to the interests of its Contract owners. No less frequently than annually, the Adviser and the Company shall submit to the Board such reports, materials, or data as the Board may reasonably request so that the Board may carry out fully the obligations imposed upon it by the conditions contained in the Mixed and Shared Funding Exemptive Order. Such reports, materials and data shall be submitted more frequently if deemed appropriate by the Board. 7.3. If it is determined by a majority of the Board, or a majority of its trustees who are not interested persons of the Fund, the Distributor, the Adviser or any subadviser to any of the Portfolios (the “Independent Directors”), that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the Independent Directors), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio, or submitting the question whether such segregation should be implemented to a vote of all affected contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. 7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund’s election, to withdraw the Account’s investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Independent DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

15 Directors. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six- month period the Adviser, the Distributor and the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.5. If a material irreconcilable conflict arises because a particular state insurance regulator’s decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the Account’s investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Independent Directors. Until the end of the foregoing six-month period, the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.6. For purposes of Sections 7.3 through 7.5 of this Agreement, a majority of the Independent Directors shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account’s investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the Independent Directors. 7.7. Pursuant to the Mixed and Shared Funding Exemptive Order, the Fund notifies the Company that separate account prospectus disclosure regarding potential risks of mixed and shared funding may be appropriate. Each Portfolio will disclose in its prospectus that: (a) shares of the Portfolio may be offered to insurance company separate accounts of both annuity and life insurance variable contracts; (b) due to differences of tax treatment and other considerations, the interests of various contract owners participating in the Portfolios may conflict; and (c) the Board will monitor the Portfolios for any material conflicts of interest and determine what action, if any, should be taken. 7.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

16 applicable; and (b) Sections 3.6 through 3.8 and Sections 7.1 through 7.7 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted. ARTICLE VIII. Indemnification 8.1. Indemnification By The Company (a) The Company agrees to indemnify and hold harmless the Fund, the Distributor and the Adviser and each of their respective officers and directors or trustees and each person, if any, who controls the Fund, the Distributor or the Adviser within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.1) against any and all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Contracts and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus or SAI covering the Contracts or contained in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Adviser, the Distributor or the Fund for use in the registration statement or prospectus for the Contracts or in the Contracts or sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material of the Fund not supplied by the Company or persons under its control) or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund Shares; or DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

17 (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature or other promotional material of the Fund, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished in writing to the Fund by or on behalf of the Company; or (iv) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company, including without limitation Section 2.11 and Section 6.6 hereof, as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof. (b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties. (c) The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Company has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

18 (d) The Indemnified Parties will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund Shares or the Contracts or the operation of the Fund. 8.2. Indemnification by the Adviser (a) The Adviser agrees to indemnify and hold harmless the Company and its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional material of the Fund prepared by the Fund, the Distributor or the Adviser (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or the Fund by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Fund or in sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or the Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI or sales literature or other promotional material for the Contracts not supplied by the Adviser or persons under its control) or wrongful conduct of the Fund, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

19 sales literature or other promotional material covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Company by or on behalf of the Adviser, the Distributor or the Fund; or (iv) arise as a result of any failure by the Fund, the Distributor or the Adviser to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Fund, the Distributor or the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Fund; or (vi) arise out of or result from the incorrect or untimely calculation or reporting by the Fund, the Distributor or the Adviser of the daily net asset value per share (subject to Section 1.10 of this Agreement) or dividend or capital gain distribution rate; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Adviser specified in Article VI hereof. (b) The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties. (c) The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Adviser have been prejudiced by such failure to give notice. In case any such action is DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

20 brought against the Indemnified Parties, the Adviser will be entitled to participate, at their own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Adviser to such party of the Adviser’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) The Company agrees promptly to notify the Adviser of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Account. ARTICLE IX. Applicable Law 9.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of New Jersey, without regard to the New Jersey conflict of laws provisions. 9.2. This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant (including, but not limited to, the Mixed and Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith. ARTICLE X. Termination 10.1. This Agreement shall terminate: (a) at the option of any party, with or without cause, with respect to some or all Portfolios, upon sixty (60) days advance written notice delivered to the other parties; or (b) at the option of the Company by written notice to the other parties with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts; or (c) at the option of the Company by written notice to the other parties with respect to any Portfolio in the event any of the Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company; or (d) at the option of the Fund, the Distributor or the Adviser in the event that formal administrative proceedings are instituted against the Company by FINRA, the SEC, the Insurance Commissioner or like official of any state or any other regulatory body regarding the DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

21 Company’s duties under this Agreement or related to the sale of the Contracts, the operation of any Account, or the purchase of the Fund shares, if, in each case, the Fund, the Distributor or the Adviser, as the case may be, reasonably determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Company to perform its obligations under this Agreement; or (e) at the option of the Company in the event that formal administrative proceedings are instituted against the Fund, the Distributor or the Adviser by FINRA, the SEC, or any state securities or insurance department or any other regulatory body, if the Company reasonably determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Fund, the Distributor or the Adviser to perform their obligations under this Agreement; or (f) at the option of the Company by written notice to the Fund with respect to any Portfolio if the Company reasonably believes that the Portfolio will fail to meet the Section 817(h) diversification requirements specified in Article VI hereof; or (g) at the option of any non-defaulting party hereto in the event of a material breach of this Agreement by any party hereto (the “defaulting party”) other than as described in Section 10.1(a)-(h); provided, that the non-defaulting party gives written notice thereof to the defaulting party, with copies of such notice to all other non-defaulting parties, and if such breach shall not have been remedied within thirty (30) days after such written notice is given, then the non-defaulting party giving such written notice may terminate this Agreement by giving thirty (30) days written notice of termination to the defaulting party; or (h) at any time upon written agreement of all parties to this Agreement. 10.2. Notice Requirement No termination of this Agreement shall be effective unless and until the party terminating this Agreement gives prior written notice to all other parties of its intent to terminate, which notice shall set forth the basis for the termination. Furthermore, (a) in the event any termination is based upon the provisions of Article VII, or the provisions of Section 10.1(a) of this Agreement, the prior written notice shall be given in advance of the effective date of termination as required by those provisions unless such notice period is shortened by mutual written agreement of the parties; (b) in the event any termination is based upon the provisions of Section 10.1(d), 10.1(e) or 10.1(g) of this Agreement, the prior written notice shall be given at least sixty (60) days before the effective date of termination; and DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

22 (c) in the event any termination is based upon the provisions of Section 10.1(b), 10.1(c) or 10.1(f), the prior written notice shall be given in advance of the effective date of termination, which date shall be determined by the party sending the notice. 10.3. Effect of Termination Notwithstanding any termination of this Agreement, other than as a result of a failure by either the Fund or the Company to meet Section 817(h) of the Code diversification requirements, the Fund, the Distributors and the Adviser shall, at the option of the Company, continue to make available additional shares of the Fund pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”). Specifically, without limitation, the owners of the Existing Contracts shall be permitted to reallocate investments in the Fund, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 10.3 shall not apply to any terminations under Article VII and the effect of such Article VII terminations shall be governed by Article VII of this Agreement. 10.4. Surviving Provisions Notwithstanding any termination of this Agreement, each party’s obligations under Article VIII to indemnify other parties shall survive and not be affected by any termination of this Agreement. In addition, with respect to Existing Contracts, all provisions of this Agreement shall also survive and not be affected by any termination of this Agreement. ARTICLE XI. Notices Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other parties. Notices pursuant to the provisions of Articles I, III, and IV and Appendices A and B may be sent by electronic or other communications and to such persons as agreed to by the parties. If to the Company: Prudential Annuities Life Assurance Corporation One Corporate Drive Shelton, CT 06484 Attention: Secretary If to the Fund: The Prudential Series Fund Prudential Tower DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

23 655 Broad Street Newark, NJ 07102 Attention: Secretary If to the Adviser: PGIM Investments LLC Prudential Tower 655 Broad Street Newark, NJ 07102 Attention: Secretary If to the Distributor: Prudential Investment Management Services LLC Prudential Tower 655 Broad Street Newark, NJ 07102 Attention: Secretary ARTICLE XII. Miscellaneous 12.1. Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information without the express written consent of the affected party until such time as such information may come into the public domain. Without limiting the foregoing, no party hereto shall disclose any information that another party has designated as proprietary. 12.2. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect. 12.3. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. 12.4. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. 12.5. Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, FINRA and state insurance regulators) and shall permit such authorities reasonable access to its books and records in DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

24 connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. 12.6. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in a forum jointly selected by the relevant parties (but if applicable law requires some other forum, then such other forum) in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. 12.7. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws. 12.8. This Agreement or any of the rights and obligations hereunder may not be assigned by any party without the prior written consent of all parties hereto. A change in control of a party or the merger of a party into another entity is not an assignment for purposes of this Section 12.8. 12.9. The Company agrees that the obligations assumed by the Fund, the Distributor and the Adviser pursuant to this Agreement shall be limited in any case to the Fund, the Distributor and the Adviser and their respective assets and the Company shall not seek satisfaction of any such obligation from the shareholders of the Fund, the Distributor or the Adviser, the Directors, officers, employees or agents of the Fund, the Distributor or the Adviser, or any of them. 12.10. The Fund, the Distributor and the Adviser agree that the obligations assumed by the Company pursuant to this Agreement shall be limited in any case to the Company and its assets and neither the Fund, the Distributor nor the Adviser shall seek satisfaction of any such obligation from the shareholders of the Company, the directors, officers, employees or agents of the Company, or any of them. 12.11. No provision of this Agreement may be deemed or construed to modify or supersede any contractual rights, duties, or indemnifications, as between the Adviser and the Fund, and the Distributor and the Fund. 12.12. All previous participation agreements among the parties, including the agreement dated May 1, 2001, and the agreement dated May 1, 2005, as amended and restated June 8, 2005, and further amended February 25, 2013, are terminated and superseded as of the date of this Agreement. DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

25 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date specified above. PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION, By its authorized officer, By: Name: Timothy S. Cronin Title: Senior Vice President THE PRUDENTIAL SERIES FUND, By its authorized officer, By: Name: Timothy S. Cronin Title: President PGIM INVESTMENTS LLC, By its authorized officer, By: Name: Timothy S. Cronin Title: Senior Vice President DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

26 PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC, By its authorized officer, By:____________________________ Name: Peter J. Bolan Title: Senior Vice President, Chief Administrative Officer DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

27 APPENDIX A Diversification Compliance Certification All Portfolios in The Prudential Series Fund For the quarter ended _________ Note: For purposes of diversification testing, all securities of the same issuer, all interests in the same real property project, and all interests in the same commodity are each treated as a single investment. In the case of government securities each government agency or instrumentality is treated as a separate issuer. See Treas. Reg. 1.817-5 for additional information. Special Test for Variable Life Insurance Where the only contracts based on the account are life insurance contracts (i.e., no annuity contracts), an account is adequately diversified to the extent it is invested in Treasury securities. Treasury securities held through a custodial arrangement that is treated as a grantor trust (e.g. CATs and TGRs) will be treated as Treasury securities if substantially all of the assets of the trust are represented by Treasury securities. Options on Treasury securities are not considered Treasury securities. Where an account is invested in part in Treasury securities, revise the above general diversification test percentage limits by adding to them a product of .5 and the percentage of the value of the total assets invested in Treasury securities. For example, if an account is 60% invested in Treasury securities, the percentage limit would be increased by 30% (0.5 x 60%) and would be applied to the assets of the account other than Treasury securities. Alternate Test If the alternative test under IRC Section 851 is used, those testing results should be attached. If it is determined that the Account is not in compliance with the requirements, PGIM Investments LLC will bring the Account back into compliance within the time permitted under the Code and provide documentation of such compliance. Certification The undersigned certifies that this Report and Certification, and any related attachments, have been prepared accurately and provide a true representation of account assets as of the last day of the quarter indicated above, and that the fund complies with IRC Section 817(h). Signed by Date DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

28 APPENDIX B SHAREHOLDER INFORMATION The term “Intermediary” shall mean Prudential Annuities Life Assurance Corporation and each of its separate accounts that invest in securities issued by the Fund. The term “Shares” means the beneficial interests of Shareholders corresponding to the redeemable securities of record issued by the Fund that are held by the Intermediary. The term “Shareholder” means the holder of interests in a Contract, or a participant in an employee benefit plan with a beneficial interest in a Contract. The term “Shareholder-Initiated Transfer Purchase” means a transaction that is initiated or directed by a Shareholder that results in a transfer of assets within a Contract to a Fund, but does not include transactions that are executed: (i) automatically pursuant to a contractual or systematic program or enrollment such as transfer of assets within a Contract to a Fund as a result of “dollar cost averaging” programs, insurance company approved asset allocation programs, or automatic rebalancing programs; (ii) pursuant to a Contract death benefit; (iii) one-time step-up in Contract value pursuant to a Contract death benefit, or in connection with receipt of a longevity credit or other automatic increase to Contract value; (iv) in connection with an automatic step-up to Protected Withdrawal Value under an annuity guaranteed minimum withdrawal benefit; (v) allocation of assets to a Fund through a Contract as a result of payments such as loan repayments, scheduled contributions, retirement plan salary reduction contributions, or planned premium payments to the Contract; or (vi) pre-arranged transfers at the conclusion of a required free-look period. The term “Shareholder-Initiated Transfer Redemption” means a transaction that is initiated or directed by a Shareholder that results in a transfer of assets within a Contract out of a Fund, but does not include transactions that are executed: (i) automatically pursuant to a contractual or systematic program or enrollments such as transfers of assets within a Contract out of a Fund as a result of annuity payouts, loans, systematic withdrawal programs, insurance company approved asset allocation programs and automatic rebalancing programs; (ii) as a result of any deduction of charges or fees under a Contract; (iii) within a Contract out of a Fund as a result of scheduled withdrawals or surrenders from a Contract; or (iv) as a result of payment of a death benefit from a Contract. The term “written” includes electronic writings and facsimile transmissions. ARTICLE 1. Shareholder Information 1.1. Agreement to Provide Information. Intermediary agrees to provide the Fund or its designee, upon written request, the taxpayer identification number (“TIN”), the Individual/International Taxpayer Identification Number (“ITIN”), or other government-issued identifier (“GII”) and the Contract owner number or participant account number associated with the Shareholder, if known, of any or all Shareholder(s) of the account, and the amount, date and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through an account maintained by the Intermediary during the period covered by the request. Unless otherwise specifically requested by the Fund, the Intermediary shall only be required to provide information relating to Shareholder-Initiated Transfer Purchases or Shareholder-Initiated Transfer Redemptions. DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

29 1.2. Period Covered by Request. Requests must set forth a specific period, not to exceed 90 days from the date of the request, for which transaction information is sought. The Fund may request transaction information older than 90 days from the date of the request as it deems necessary to investigate compliance with policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund. 1.3. Timing of Requests. Fund requests for Shareholder information shall be made no more frequently than quarterly except as the Fund deems necessary to investigate compliance with policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund. 1.4. Form and Timing of Response. 1.4.1. Intermediary agrees to provide, promptly upon request of the Fund or its designee, the information requested pursuant to this Article 1. If requested by the Fund or its designee, Intermediary agrees to use best efforts to determine promptly whether any specific person about whom it has received the identification and transaction information specified in Section 1.1 is itself a financial intermediary (“indirect intermediary”) and, upon further request of the Fund or its designee, promptly either (i) provide (or arrange to have provided) the information set forth in Section 1.1 for those Shareholders who hold an account with an indirect intermediary or (ii) restrict or prohibit the indirect intermediary from purchasing, in nominee name on behalf of other persons, securities issued by the Fund. Intermediary additionally agrees to inform the Fund whether it plans to perform (i) or (ii). 1.4.2. Responses required by Article 1 must be communicated in writing and in a format mutually agreed upon by the Fund or its designee and the Intermediary. To the extent practicable, the format for any transaction information provided to the Fund should be consistent with the NSCC Standardized Data Reporting Format. 1.5. Limitations on Use of Information. The Fund agrees not to use the information received pursuant to this Agreement for any purpose other than as necessary to comply with the provisions of Rule 22c-2 or to fulfill other regulatory or legal requirements subject to the privacy provisions of Title V of the Gramm-Leach-Bliley Act (Public Law 106-102) and comparable state laws. ARTICLE 2. Trading Restrictions 2.1. Agreement to Restrict Trading. Intermediary agrees to execute written instructions from the Fund to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by the Fund as having engaged in transactions of the Fund’s Shares (directly or indirectly through the Intermediary’s account) that violate policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund. Unless otherwise directed by the Fund, any such restrictions or prohibitions shall only apply to Shareholder- Initiated Transfer Purchases or Shareholder-Initiated Transfer Redemptions that are effected directly or indirectly through Intermediary. 2.2. Form of Instructions. Instructions must include the TIN, ITIN, or GII and the specific individual Contract owner number or participant account number associated with the Shareholder, if known, and the specific restriction(s) to be executed, including how long the restriction(s) is (are) to remain in place. If the TIN, ITIN, GII or the specific individual Contract owner number or participant DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

30 account number associated with the Shareholder is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or account(s) or other agreed upon information to which the instruction relates. Upon request of the Intermediary, Fund agrees to provide to the Intermediary, along with any written instructions to prohibit further purchases or exchanges of Shares by Shareholder, information regarding those trades of the contract holder that violated the Fund’s policies relating to eliminating or reducing any dilution of the value of the Fund’s outstanding Shares. 2.3. Timing of Response. Intermediary agrees to execute instructions as soon as reasonably practicable, but not later than ten business days after receipt of the instructions by the Intermediary. 2.4. Confirmation by Intermediary. Intermediary must provide written confirmation to the Fund that instructions have been executed. Intermediary agrees to provide confirmation as soon as reasonably practicable, but not later than ten business days after the instructions have been executed. DocuSign Envelope ID: 57190054-C09D-4282-BD7E-50443CD5AC4D

ADMINISTRATIVE SERVICES AGREEMENT among PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION (Recipient), THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (Administrator) and, solely for purposes of Sections 7.6 and 10.1, PRUCO LIFE INSURANCE COMPANY (PLIC) 280200519v.1

-i- TABLE OF CONTENTS Page ARTICLE I DEFINITIONS .........................................................................................................1 Section 1.1 Definitions ...........................................................................................................1 Section 1.2 Interpretation .......................................................................................................7 ARTICLE II ADMINISTRATIVE SERVICES .........................................................................8 Section 2.1 Administrative Services. .....................................................................................8 Section 2.2 Power of Attorney ...............................................................................................8 Section 2.3 Notification of Interested Parties ........................................................................9 Section 2.4 Compliance .........................................................................................................9 Section 2.5 Ongoing Communications ................................................................................10 Section 2.6 Non-Solicitation ................................................................................................10 Section 2.7 Inability to Perform Services ............................................................................10 Section 2.8 Errors .................................................................................................................10 ARTICLE III ADDITIONAL INSURANCE CONTRACTS ..................................................10 Section 3.1 Authority ...........................................................................................................10 Section 3.2 Marketing Activities..........................................................................................11 Section 3.3 Permits; Certain Actions ...................................................................................11 Section 3.4 Termination of Authority ..................................................................................12 ARTICLE IV STANDARD FOR ADMINISTRATIVE SERVICES; SUBCONTRACTING, ETC. .................................................................................................................13 Section 4.1 Performance Standards for Administrative Services ........................................13 Section 4.2 Subcontracting...................................................................................................13 Section 4.3 Independent Contractor; Administrator’s Employees .......................................13 Section 4.4 Facilities and Systems .......................................................................................13 Section 4.5 Permits ..............................................................................................................14 Section 4.6 Collection of Reinsurer Receivables .................................................................14 Section 4.7 Notices of Material Events ................................................................................14 Section 4.8 Cooperation with Respect to Excluded Liabilities ............................................14 Section 4.9 Separate Accounts. ............................................................................................14 ARTICLE V REGULATORY AND LEGAL PROCEEDINGS .............................................17 Section 5.1 Regulatory Complaints .....................................................................................17 Section 5.2 Other Actions ....................................................................................................18 Section 5.3 Notice to Administrator.....................................................................................20 Section 5.4 Cooperation .......................................................................................................20 ARTICLE VI CERTAIN ACTIONS BY THE RECIPIENT ..................................................20 Section 6.1 Legally Required Recipient Actions; Recipient Responsibilities; Disclaimer of Administrator Responsibility ............................................................................20 Section 6.2 Examinations .....................................................................................................21

TABLE OF CONTENTS (Continued) Page -ii- ARTICLE VII BOOKS AND RECORDS; REPORTS ............................................................21 Section 7.1 Books and Records ............................................................................................21 Section 7.2 Access to Books and Records ...........................................................................22 Section 7.3 Recipient Books and Records. ..........................................................................23 Section 7.4 Filings ................................................................................................................23 Section 7.5 Acknowledgment ..............................................................................................23 Section 7.6 Reports. .............................................................................................................23 Section 7.7 Audit Rights ......................................................................................................24 ARTICLE VIII COOPERATION .............................................................................................24 Section 8.1 Cooperation .......................................................................................................24 ARTICLE IX CONFIDENTIALITY; PRIVACY REQUIREMENTS; INTELLECTUAL PROPERTY .....................................................................................................25 Section 9.1 Compliance with Privacy and Data Security Laws ...........................................25 Section 9.2 Confidentiality ..................................................................................................25 Section 9.3 Security Incidents ..............................................................................................25 Section 9.4 Information Safeguards .....................................................................................26 Section 9.5 Disaster Recovery Program...............................................................................26 Section 9.6 Intellectual Property Rights ..............................................................................26 ARTICLE X CONSIDERATION FOR ADMINISTRATIVE SERVICES ...........................27 Section 10.1 Consideration ....................................................................................................27 Section 10.2 Taxes .................................................................................................................27 ARTICLE XI BANK ACCOUNT; CERTAIN REPRESENTATIONS .................................28 Section 11.1 Bank Account ....................................................................................................28 Section 11.2 Remittance.........................................................................................................28 Section 11.3 Certain Representations. ...................................................................................29 ARTICLE XII INDEMNIFICATION .......................................................................................29 Section 12.1 Indemnification. ................................................................................................29 Section 12.2 Indemnification Procedures. .............................................................................29 Section 12.3 Additional Indemnification Provisions. ............................................................31 Section 12.4 No Duplication of Indemnity ............................................................................32 ARTICLE XIII DURATION; TERMINATION; MATERIAL DEFAULT ..........................32 Section 13.1 Term ..................................................................................................................32 Section 13.2 Termination .......................................................................................................32 Section 13.3 Termination Obligations ...................................................................................32 Section 13.4 Survival .............................................................................................................33 Section 13.5 Material Default ................................................................................................33 ARTICLE XIV INSURANCE ....................................................................................................33 Section 14.1 Insurance Coverages .........................................................................................33 Section 14.2 Terms Applicable to Insurance Coverage .........................................................33

TABLE OF CONTENTS (Continued) Page -iii- ARTICLE XV MISCELLANEOUS PROVISIONS ................................................................33 Section 15.1 Expenses ............................................................................................................33 Section 15.2 Force Majeure ...................................................................................................33 Section 15.3 Relationship of Parties ......................................................................................34 Section 15.4 Notices...............................................................................................................34 Section 15.5 Assignment ........................................................................................................34 Section 15.6 No Third Party Beneficiaries ............................................................................34 Section 15.7 Entire Agreement ..............................................................................................34 Section 15.8 Amendment .......................................................................................................34 Section 15.9 Severability .......................................................................................................35 Section 15.10 Waivers .............................................................................................................35 Section 15.11 Other State Law Requirements Incorporated ....................................................35 Section 15.12 Governing Law..................................................................................................35 Section 15.13 Submission to Jurisdiction ................................................................................35 Section 15.14 Waiver of Jury Trial ..........................................................................................36 Section 15.15 Specific Performance and other Equitable Relief .............................................36 Section 15.16 Counterparts ......................................................................................................36 Section 15.17 Attorney-Client Matters ....................................................................................36 Section 15.18 Offset .................................................................................................................37

ADMINISTRATIVE SERVICES AGREEMENT This ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”), effective as of April 1, 2022 (the “Effective Date”), is entered into by and among Prudential Annuities Life Assurance Corporation, a life insurance company domiciled in Arizona (the “Recipient”) and The Prudential Insurance Company of America, an insurance company domiciled in New Jersey (the “Administrator” and each, a “Party”) and, solely for purposes of Sections 7.6 and 10.1, Pruco Life Insurance Company, an insurance company domiciled in Arizona (“PLIC” or “Reinsurer”). RECITALS WHEREAS, pursuant to that certain Stock Purchase Agreement, dated as of September 15, 2021 (as such may be amended from time to time, the “Purchase Agreement”), by and between Prudential Annuities, Inc., a Delaware corporation (the “Seller”), and Fortitude Group Holdings, LLC, a Delaware limited liability company (the “Buyer”), the Buyer has agreed to purchase the Recipient; WHEREAS, the Purchase Agreement provides, among other things, that the Recipient and the Administrator shall enter into this Agreement; WHEREAS, pursuant to that certain Coinsurance and Modified Coinsurance Agreement, dated December 27, 2021 (the “Reinsurance Agreement”) between the Recipient and PLIC, the Recipient has agreed to cede to PLIC, as reinsurer thereunder, and PLIC has agreed to assume from the Recipient, on the terms and conditions set forth in the Reinsurance Agreement, certain liabilities in respect of the Reinsured Contracts (as defined below); and WHEREAS, in connection with the consummation of the transactions under the Purchase Agreement and the Reinsurance Agreement, the Administrator and the Recipient desire that the Administrator provide the Recipient with certain administrative and other services relating to the Business (as defined below) in consideration for the Recipient entering into the Reinsurance Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Parties agree as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions. Capitalized terms used in this Agreement have the meanings specified or referred to in this Section 1.1 or, if not defined herein, specified in the Reinsurance Agreement: “Action” means any claim, action, suit, litigation, arbitration, investigation, inquiry, hearing, complaint, demand or similar proceeding, in each case, by or before any Governmental Authority or arbitrator or arbitration panel or similar Person or body.

2 “Additional Business Period” means the period commencing on the Effective Date and ending on the date that is one (1) year after the Purchase Agreement Closing Date. “Additional Insurance Contracts” means any policies or contracts, of a type similar to the Reinsured Contracts, issued at the direction of PLIC by and in the name of the Recipient following the Effective Date in accordance with this Agreement. “Administered Separate Account Assets” has the meaning set forth in Section 4.9(a). “Administrative Services” has the meaning set forth in Section 2.1. “Administrator” has the meaning set forth in the preamble hereof. “Administrator Breach” has the meaning set forth in Section 12.1(b). “Administrator Disaster Recovery Plan” means the backup, business continuation and disaster recovery plan of the Administrator, as may be modified from time to time by the Administrator after the Effective Date in accordance with Applicable Law. “Administrator Indemnitee” has the meaning set forth in Section 12.1(a). “Administrator Legal Counsel” has the meaning set forth in Section 15.17. “Affiliate” means, with respect to any specified Person, any other Person that, at the time of determination, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such specified Person, subject to Schedule 1.1(a) hereto. “Agreement” has the meaning set forth in the preamble hereof. “Applicable Law” means all laws, common laws, rules, regulations, codes, statutes, judgments, injunctions, orders, agreements, decrees, policies, treaties, constitutions, ordinances, regulations, conventions, directives, codes, rules, published administrative interpretations and other requirements issued or imposed by all Governmental Authorities applicable to the Person, place and situation in question. “Bank Account” has the meaning set forth in Section 11.1. “Books and Records” means original or copies of (a) all records, files and accounts of all transactions performed by the Administrator on behalf of the Recipient with respect to the administration of the Business pursuant to this Agreement and (b) any other records, files and accounts of the Recipient to the extent relating to the Business and that remain in the possession of the Administrator or its Affiliates and were not transferred to the Recipient or its Affiliates in connection with the transactions contemplated under the Purchase Agreement, in each case, whether created before or after the Effective Date; provided that “Books and Records” excludes (i) any personnel file, medical file or related records of any employee of the Administrator (in such capacity as employee and not as a policyholder of Recipient), (ii) information to the extent relating to any business of the Administrator or its Affiliates that is not the Business, (iii) subject

3 to Section 9.6, any of the Administrator’s or its Affiliates’ Confidential Information, or any of the Administrator’s or its Affiliates’ competitive information or internal documentation of the Administrator or its Affiliates’ own programs, systems and procedures, (iv) any Tax Return filed by the Administrator or any of its Affiliates or predecessors (other than to the extent filed by the Recipient or relating exclusively to the Business) or (v) any other records, files or accounts that do not relate to the Business. “Business” means the business of the Recipient relating to the Reinsured Contracts. “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in the City of New York, New York, the City of Hamilton, Bermuda and the City of Newark, New Jersey are required or authorized by Applicable Law to be closed. “Business Interruption” means any material interruption or interference in the Administrator’s ability to continue to provide the Administrative Services, including any temporary loss of Policyholder information or adverse effect on the Administrator’s operating environment or telecommunications infrastructure used to provide the Administrative Services. “Buyer” has the meaning set forth in the first recital hereof. “Confidential Information” means (a) with respect to the Recipient, all information in the possession of the Administrator that in any way relates to the Recipient or its Affiliates, including Books and Records and Non-Public Personal Information in respect of Policyholders (including their rights and obligations under the Reinsured Contracts), and (b) with respect to the Administrator, all information in the possession of the Recipient that relates to the Administrator or any of its Affiliates or Subcontractors, other than the Books and Records and Non-Public Personal Information in respect of Policyholders (including their rights and obligations under the Reinsured Contracts); provided, however, that Confidential Information does not include any information, documents or materials (i) that are or become available to the Receiving Party on a non-confidential basis, and not in violation of any legal, fiduciary or contractual duty, from a source other than the Disclosing Party, or its Affiliates or its or their Representatives, or (ii) that are or become generally available to and known by the public, other than as a result, directly or indirectly, of any violation by the Receiving Party, or its Affiliates or its or their Representatives of this Agreement or any other non-use, legal, fiduciary or confidentiality obligation to any other Person. “Control” means, with respect to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. The terms “Controlled,” “Controlled by,” “under common Control with” and “Controlling” shall have correlative meanings. “Cure Period” has the meaning set forth in Section 13.5. “Deliverables” has the meaning set forth in Section 9.6(a). “Disclosing Party” has the meaning set forth in Section 9.2. “Effective Date” has the meaning set forth in the preamble hereof.

4 “Excluded Business” has the meaning set forth in the Reinsurance Agreement. “Excluded Business Trust Agreement” has the meaning set forth in the Purchase Agreement. “Excluded Liabilities” has the meaning set forth in the Reinsurance Agreement. “Force Majeure Event” means any circumstance or event beyond the reasonable control of the Party relying upon such event or circumstance. “GAAP” means the generally accepted accounting principles in the United States. “General Account Reserves” has the meaning set forth in the Reinsurance Agreement. “Governmental Authority” means any United States or non-United States federal, state or local or any supra-national, political subdivision, governmental, legislative, tax, regulatory or administrative authority, instrumentality, agency, body or commission, self-regulatory organization or any court, tribunal or judicial or arbitral body. “Governmental Order” means any binding and enforceable order, writ, judgment, injunction, decree, stipulation, settlement determination or award entered by or with any Governmental Authority. “Indemnitee” has the meaning set forth in Section 12.2(a). “Indemnitor” has the meaning set forth in Section 12.2(a). “Intellectual Property Rights” has the meaning set forth in Section 9.6(a). “Jurisdiction” means the District of Columbia, Puerto Rico and all states (other than New York) of the United States. “Legacy Business” has the meaning set forth in Section 4.1(c). “Legally Required Recipient Actions” has the meaning set forth in Section 6.1. “Losses” means any and all losses, costs, charges, settlement payments, awards, judgments, fines, interest, penalties, damages, Taxes, expenses (including reasonable attorneys’, actuaries’, accountants’ and other professionals’ fees, disbursements and expenses incident to any Action), liabilities, claims or deficiencies of any kind; provided that Losses shall not include indirect, punitive, exemplary, treble, special or consequential damages, or any loss of future revenue, income or profits or any diminution of value, except to the extent any such damages are paid by any Indemnitee to an unaffiliated third party in connection with a Third Party Claim. “Material Default” has the meaning set forth in Schedule 1.1(b) hereto. “Non-Guaranteed Elements” has the meaning set forth in the Reinsurance Agreement.

5 “Non-Public Personal Information” or “NPI” shall have the same meaning as defined in 15 U.S.C. Section 6809, which states that NPI means any personally identifiable financial information (a) provided by a consumer to a financial institution; (b) resulting from any transaction with the consumer or any service performed for the consumer; or (c) otherwise obtained by the financial institution. Such term does not include publicly available information. “Party” or “Parties” has the meaning set forth in the preamble hereto. “Person” means any natural person, general or limited partnership, corporation, limited liability company, limited liability partnership, firm, association or organization or other legal entity, including any Governmental Authority. “Personal Information” means information relating to an identified or identifiable person, including: (a) a natural person’s name, street address or specific geolocation information, date of birth, email address, biometric data, Social Security number, driver’s license number, passport number, tax identification number, any government-issued identification number, financial account number, credit card number, any information that would permit access to a financial account, a user name and password that would permit access to an online account, health information, or insurance account information; and (b) “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by Privacy and Data Security Laws. “PLIC” has the meaning set forth in the preamble. “Policyholder” means a policyholder of a Reinsured Contract. “Privacy and Data Security Laws” means all applicable laws and regulations relating to the protection or processing of Personal Information (including NPI), including the Fair Credit Reporting Act, 15 U.S.C. 1681 et seq. (including the Fair and Accurate Credit Transactions Act of 2003), the Gramm-Leach-Bliley Act, 15 U.S.C. 6801 et seq., and all laws pertaining to sales, marketing, and electronic communications, including the CAN-SPAM Act, the Telephone Consumer Protection Act, and the Telemarketing Sales Rule, and in each case, the rules and regulations implemented thereunder, including those promulgated by regulatory authorities or bodies with jurisdiction over the Administrator or the Recipient and pursuant to insurance licensing requirements under state laws and regulations. “Purchase Agreement” has the meaning set forth in the first recital hereof. “Purchase Agreement Closing Date” has the meaning ascribed to the term “Closing Date” in the Purchase Agreement. “Receiving Party” has the meaning set forth in Section 9.2. “Recipient” has the meaning set forth in the preamble hereof. “Recipient Indemnitee” has the meaning set forth in Section 12.1(b). “Reinsured Contracts” has the meaning set forth in the Reinsurance Agreement.

6 “Reinsured Liabilities” has the meaning set forth in the Reinsurance Agreement. “Representative” of a Person or its Affiliates means the officers, directors, general partners, principals, managers, and employees, investment bankers, advisors, accountants, agents, legal counsel, consultants, independent accountants, Subcontractors or other representatives of such Person or of such Person’s Affiliates. “Sales and Service Taxes” has the meaning set forth in Section 10.2. “SAP” has the meaning given to the term “Applicable SAP” in the Reinsurance Agreement. “Security Agreement” means that certain Security Agreement, dated the date hereof, by and between the Recipient and PLIC. “Security Incident” has the meaning set forth in Section 9.3. “Seller” has the meaning set forth in the first recital hereof. “Separate Accounts” has the meaning set forth in the Reinsurance Agreement. “Separate Account Reserves” has the meaning set forth in the Reinsurance Agreement. “Servicing Standard” has the meaning set forth in Section 4.1(c). “Subcontractor” has the meaning set forth in Section 4.2. “Tax” or “Taxes” means all income, premium, excise, gross receipts, ad valorem, sales, use, service, value added, employment, payroll, social security, disability, unemployment, workers’ compensation, franchise, profits, gains, property, transfer, payroll, stamp taxes or other similar taxes, customs, duties, fees, assessments or other like governmental charges (whether payable directly or by withholding) imposed by any Tax Authority, together with any interest and any penalties thereon or additional amounts with respect thereto; provided, that any guarantee fund assessment or escheatment obligation shall not be treated as a Tax. “Tax Authority” means any Governmental Authority having jurisdiction over the assessment, determination, collection or imposition of any Tax. “Tax Return” means all returns, reports and claims for refunds (including elections, declarations, disclosures, schedules and information returns) required to be supplied to a Tax Authority relating to Taxes and, in each case, any amendments thereto. “Third Party Claim” has the meaning set forth in Section 12.2(a). “Transaction Agreements” means, collectively, this Agreement, the Purchase Agreement, the Transition Services Agreement (as defined in the Purchase Agreement), the Excluded Business Reinsurance Agreement (as defined in the Purchase Agreement), the Third Party Administration Agreement (as defined in the Purchase Agreement), the Sub-Advisory

7 Agreement (as defined in the Purchase Agreement), the Sub-Advisory Letter Agreements (as defined in the Purchase Agreement), the Hannover Novation Agreement (as defined in the Purchase Agreement), the Somerset Transfer Agreement (as defined in the Purchase Agreement), the Trademark License Agreement (as defined in the Purchase Agreement), the Transferred Liabilities Assignment and Assumption Agreement (as defined in the Purchase Agreement), the Excluded Assets and Liabilities Assignment and Assumption Agreement (as defined in the Purchase Agreement), the Distribution Restructuring Agreements (as defined in the Purchase Agreement), the Excluded Business Trust Agreement, the 109 Plan Third Party Administration Agreement (as defined in the Purchase Agreement) and the 109 Plan Trust Agreement (as defined in the Purchase Agreement). “Work Product” has the meaning set forth in Section 9.6(b). Section 1.2 Interpretation. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs and Exhibits are references to the Articles, Sections, paragraphs and Exhibits to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import (e) the word “or” shall not be exclusive; (f) the word “will” shall be construed to have the same meaning and effect as the word “shall”; (g) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (h) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (i) the Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (j) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (k) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (l) “writing,” “written” and comparable terms refer to pricing, typing and other means of reproducing words (including electronic media) in a visible form; (m) any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (n) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (o) any references to “days” means days unless Business Days are expressly specified; (p) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization or otherwise but only if such successors are not prohibited by this Agreement; and (q) references to any contract (including this Agreement) or organizational document are to the contract or

8 organizational document as amended, modified, supplemented or replaced from time to time, and all attachments thereto and instruments incorporated therein, unless otherwise stated. ARTICLE II ADMINISTRATIVE SERVICES Section 2.1 Administrative Services. (a) The Recipient hereby appoints the Administrator, and the Administrator hereby accepts appointment, from and after the Effective Date, to provide, and to act as its exclusive agent and in its name as attorney-in-fact with respect to, all matters required, necessary or appropriate for the administration, handling and performance of the Business, including providing services related to management of the Reinsured Contracts and Separate Accounts with respect to the Administered Separate Account Assets, including investment management, hedging and tax matters (including 1099 reporting, maintenance of product intended tax qualifications and premium tax/guaranty fund and Sales and Service Tax administration), in each case, on the terms as set forth in this Agreement (each an “Administrative Service” and collectively, the “Administrative Services”), and the Recipient hereby authorizes the Administrator to provide such Administrative Services in the name or on behalf of the Recipient where appropriate. The Administrator shall perform all Administrative Services, other than Legally Required Recipient Actions (as defined below), in such a manner as to minimize the involvement of the Recipient and its Affiliates. Notwithstanding anything in this Agreement to the contrary, the Recipient shall have the right to direct the Administrator to take any action, or to refrain from taking any action in connection with, and shall retain the authority to make all final decisions with respect to the administration of the Business to which the Administrator is providing the Administrative Services; provided, however, that this sentence shall not be construed to confer upon the Recipient the right to unilaterally amend the Administrative Services; provided, further, that the Recipient shall be responsible for any and all Liabilities and Losses incurred by the Administrator as a direct or indirect result of the Recipient’s exercise of such authority pursuant to this sentence in a manner contrary to the Administrator’s suggested course of administration of the Business except if such exercise of authority is required by the terms of the Reinsured Contracts, any Governmental Order or Applicable Law or required by any Governmental Authority or the failure to exercise such authority would, or would reasonably be expected to, adversely affect the Recipient in a material manner, after accounting for the benefits expected to be received by the Recipient under this Agreement and the Reinsurance Agreement. (b) In no event will the Administrator be responsible hereunder for providing any services or incurring any liabilities or expenses relating to the Excluded Liabilities. Section 2.2 Power of Attorney. (a) Subject to the terms and conditions set forth herein, the Recipient hereby appoints and names the Administrator, acting through its authorized officers and employees, as the Recipient’s exclusive lawful attorney-in-fact, from and after the Effective Date for as long as the Administrator is authorized to perform the Administrative Services and solely to the extent

9 necessary to provide the Administrative Services (all on the terms and subject to the limitations set forth herein), (i) to do any and all lawful acts that are necessary or advisable for the Recipient to do in order to service the Business hereunder and (ii) to proceed by all lawful means (A) to perform any and all of the Recipient’s obligations with respect to the Business, (B) to enforce any right and defend (in the name of the Recipient, when necessary) against any liability arising from or relating to the Business, (C) subject to the limitations set forth in Article V, to institute or defend (in the name of the Recipient, when necessary) any Action arising from or relating to the Business, (D) to collect any and all sums due or payable in respect of the Business, (E) to sign (in the name of the Recipient, when necessary) vouchers, receipts, releases and other papers in connection with any of the foregoing matters, (F) to take actions necessary, as may be reasonably determined by the Administrator, to maintain the Business in compliance with Applicable Law, (G) to, at the Administrator’s option, take actions necessary to (I) terminate each Reinsured Contract and replace each such Reinsured Contract with a similar policy written on the Administrator’s or one of its Affiliates’ own paper and (II) upon the expiration of each Reinsured Contract, to renew or replace each such Reinsured Contract with a similar policy written on PLIC’s or one of its Affiliates’ own paper, and (H) to do everything necessary in connection with the satisfaction of the Administrator’s obligations and the exercise of its rights under this Agreement, in each case that would not (1) violate the terms of the Reinsured Contracts, Applicable Law, any Governmental Order or requirement from any Governmental Authority and (2) would not, and would not reasonably be expected to, adversely affect the Recipient in a material manner, after accounting for the benefits expected to be received by the Recipient under this Agreement and the Reinsurance Agreement. (b) In order to assist the Administrator in the performance of the Administrative Services hereunder, as reasonably requested by the Administrator in writing from time to time, the Recipient shall deliver to the Administrator, in the form reasonably requested by the Administrator in writing, evidence of its appointment of the Administrator as its attorney-in-fact with respect to all matters required, necessary or appropriate to administer the Business. Section 2.3 Notification of Interested Parties. The Administrator may, and to the extent required by Applicable Law or as required for the efficient performance of the Administrative Services, shall send, at its sole cost and expense, to (a) Policyholders and (b) any applicable service providers, custodians or other counterparties, a written notice prepared by the Administrator and reasonably acceptable to the Recipient advising that the Administrator has been appointed by the Recipient to provide the Administrative Services. The Administrator shall provide such notice at a time and in a manner reasonably acceptable to the Recipient and the Administrator and in a form that complies with Applicable Law. Section 2.4 Compliance. The Administrator and the Recipient agree to cooperate fully with each other and any Governmental Authorities in maintaining the Business in compliance in all material respects with Applicable Law. If the Administrator or the Recipient determines that any of the Business is not in material compliance with Applicable Law, such Party shall so notify the other Party, and in consultation with the Recipient, the Administrator shall, at its sole cost and expense, take whatever action is reasonably necessary, with cooperation from the Recipient, at the Administrator’s sole cost and expense to bring such Business into compliance with Applicable Law. The Administrator shall prepare any necessary amendments to such Business

10 and shall prepare any necessary filings for the purpose of obtaining the approval of Governmental Authorities for such amendments. Section 2.5 Ongoing Communications. The Recipient shall make available to the Administrator, at the Administrator’s expense, such letterhead, printed forms, stationery and other documentation of the Recipient as may be reasonably required by the Administrator to perform the Administrative Services. The Administrator may, in compliance with Applicable Law and as it deems appropriate, use such or the Administrator’s letterhead, printed forms, stationery and other documentation for communications with contract holders of the Reinsured Contracts and all other Persons in respect of the Reinsured Contracts and the Administrative Services. Section 2.6 Non-Solicitation. The Recipient and the Administrator acknowledge and agree to the terms and provisions set forth on Schedule 2.6 with respect to Non-Solicitation. Section 2.7 Inability to Perform Services. In the event that the Administrator is unable to perform all or a material portion of the Administrative Services for any reason (other than for a Force Majeure Event) for a period that could reasonably be expected to exceed seven (7) Business Days, the Administrator shall promptly provide written notice to the Recipient of its inability to perform the applicable Administrative Services and shall reasonably cooperate with the Recipient in minimizing the effect of such non-performance and obtaining an alternative means of providing such Administrative Services. The Administrator shall be responsible for all reasonable and documented out-of-pocket fees, costs and expenses incurred in order to obtain such alternative means of providing the applicable Administrative Services and in order to restore such Administrative Services as a result of the Administrator’s failure to so perform; provided, that the Administrator shall not be responsible for such amounts in the event the Administrator is unable to perform such Services because of an act, error or omission of the Recipient or the Recipient’s failure to comply with its obligations under this Agreement. Section 2.8 Errors. The Administrator shall, at its own expense, correct any errors in the Administrative Services caused by it as promptly as practicable following notice thereof from the Recipient or any other Person or upon discovery thereof by the Administrator. ARTICLE III ADDITIONAL INSURANCE CONTRACTS Section 3.1 Authority. (a) The Recipient and the Administrator acknowledge and agree to the terms and provisions set forth on Schedule 3.1(a) with respect to Authority. (b) The Administrator shall have the sole and exclusive right to make decisions with respect to the issuance and administration of Additional Insurance Contracts in accordance with Section 3.1(a) subject to compliance with Applicable Law and the terms and conditions set forth in the applicable Reinsured Contracts, the Reinsurance Agreement and this Agreement (including use of current policy forms and rate filings).

11 (c) With respect to the exclusive authority and rights of the Administrator set forth in Sections 3.1(a) and (b), the Administrator shall assume all responsibility for and have the exclusive right with respect to (i) all underwriting with respect to the effectuation of the Additional Insurance Contracts, (ii) the processing of transactions applicable to the effectuation of the Additional Insurance Contracts, (iii) the filing of amendments to any policy form or policy rate, including any application, endorsement or rider, applicable to the Additional Insurance Contracts with Governmental Authorities, (iv) all activities relating to the marketing and sale of Additional Insurance Contracts, in the name of the Recipient, including training agents and developing, printing and distributing marketing materials and (v) all other administrative obligations with respect to the effectuation of the Additional Insurance Contracts. (d) Within ten (10) Business Days following the end of each calendar quarter, and at any time upon the request of the Recipient, the Administrator shall provide the Recipient with reports setting forth a summary of the Additional Insurance Contracts effectuated by the Administrator in the Recipient’s name pursuant to Section 3.1(a) and the terms and provisions set forth on Schedule 3.1(d) hereto. (e) Pursuant to, and subject to the terms and conditions of the Reinsurance Agreement, (i) one hundred percent (100%) of all General Account Liabilities with respect to the Additional Insurance Contracts shall be automatically ceded (effective immediately upon issuance thereof) on a coinsurance basis and (ii) one hundred percent (100%) of the Separate Account Liabilities in respect of the Additional Insurance Contracts shall be automatically ceded (effective immediately upon issuance thereof) on a modified coinsurance basis, in each case by Recipient to PLIC, as reinsurer thereunder. Section 3.2 Marketing Activities. (a) The Administrator may develop and use new or existing marketing and sales materials for the Reinsured Contracts and Additional Insurance Contracts to the extent the same are approved by the Recipient (such approval not to be unreasonably withheld, conditioned or delayed). The Administrator shall provide the Recipient with copies of all such materials prior to use thereof. (b) The Recipient shall, upon request and at the Administrator’s sole expense, cooperate with the Administrator as needed with respect to the appointment of, and entry into appropriate agreements with, agents, brokers or other third parties. (c) Except at the Administrator’s written request, the Recipient shall not terminate, modify, amend, supplement or otherwise change (i) any index licensing agreements to which it is a party as of the date hereof or (ii) any agreements with agents, brokers or other third parties, in each case, to the extent such agreements relate to the Reinsured Contracts or Additional Insurance Contracts. Section 3.3 Permits; Certain Actions. During the term of this Agreement, the Recipient shall: (a) use commercially reasonable efforts to maintain all necessary licenses, authorizations, permits and qualifications from Governmental Authorities under Applicable Law

12 that are held by the Recipient as of the date hereof (i) required for the Administrator to administer the Reinsured Contracts and (ii) to enable the Administrator and its applicable Affiliates to write Additional Insurance Contracts on the paper of the Recipient during the Additional Business Period; (b) (i) if, in the Administrator’s reasonable judgment such action would reasonably be expected to have an adverse effect on the Business, refrain from filing or submitting any withdrawal plans or notices with any Governmental Authority in any Jurisdiction relating to any lines, kinds or classes of insurance business relating to the Business; and (ii) except at the request of the Administrator, use commercially reasonable efforts to refrain from amending, supplementing, altering, commuting or otherwise taking any actions (other than Legally Required Recipient Actions) with respect to the Business or any contracts or arrangements relating thereto; (c) cooperate with the Administrator in making filings for amendments to policy forms or policy rates, including any application, endorsement or rider, applicable to the Reinsured Contracts; provided that the Administrator reimburses the Recipient’s actual, out-of- pocket costs arising from such assistance and cooperation; (d) cooperate with the Administrator in making policy form and rate filings with, and obtaining the approval (or deemed approval) of, the applicable Governmental Authority in all Jurisdictions in which the Recipient is licensed to write or reinsure the Reinsured Contracts as necessary to effect the transition of the Reinsured Contracts from the Recipient to the PLIC or one or more insurance company Affiliates of PLIC; provided that the Administrator reimburses the Recipient’s actual, out-of-pocket costs arising from such assistance and cooperation; and (e) from the Effective Date until the last day of the Additional Business Period, refrain from voluntarily withdrawing any insurer financial strength rating assigned to it by A.M. Best Company. Section 3.4 Termination of Authority. The authority granted to the Administrator under Section 3.1(a) may be terminated by the Recipient, upon written notice to the Administrator, in the event that (a) the Administrator assigns or delegates its underwriting authority with respect to its renewal of Reinsured Contracts or issuance of Additional Insurance Contracts to any Person (other than one or more of its Affiliates) without the prior written consent of the Recipient (which consent shall not be unreasonably withheld, conditioned or delayed); (b) the Administrator issues any Additional Insurance Contracts outside of any Jurisdiction in which the Recipient is appropriately licensed to issue any such Additional Insurance Contracts as of the date hereof or any other jurisdiction with respect to which the Recipient has notified the Administrator that the Recipient is no longer so appropriately licensed or the Administrator issues any New Insurance Policies in violation of this Agreement; (c) the Reinsurance Agreement is terminated or PLIC is unable to reinsure Additional Insurance Contracts under the Reinsurance Agreement; or (d) upon the occurrence of a Recapture Event (as defined in the Reinsurance Agreement).

13 ARTICLE IV STANDARD FOR ADMINISTRATIVE SERVICES; SUBCONTRACTING, ETC. Section 4.1 Performance Standards for Administrative Services. The Recipient and the Administrator acknowledge and agree to the terms and provisions set forth on Schedule 4.1 with respect to Performance Standards for Administrative Services. Section 4.2 Subcontracting. The Administrator may, directly or through one or more of its Affiliates, hire or engage one or more subcontractors or other Person (including any of its Affiliates) (each, a “Subcontractor”) to perform any or all of its obligations under this Agreement; provided that, from and after the Effective Date, the Administrator shall provide the Recipient with reasonable advance written notice of its intention to delegate or subcontract to an unaffiliated third party or to any Affiliate that does not administer the Legacy Business and shall obtain the Recipient’s prior written consent thereto to the extent such subcontracting would, or would reasonably be expected to, adversely affect the reputation of the Recipient or any of its Affiliates; provided, further, that such subcontracting shall not relieve the Administrator from any of its obligations or liabilities hereunder, and the Administrator shall remain responsible for all obligations, liabilities, actions and omissions of such Subcontractor with respect to the providing of any such Administrative Service as if provided by the Administrator. Section 4.3 Independent Contractor; Administrator’s Employees. The Administrator shall at all times act as an independent contractor during the term of this Agreement. All labor matters relating to any employees of the Administrator, its Affiliates and any third party service provider shall be within the exclusive control of the Administrator, its Affiliates and such third party service provider, and the Recipient shall not take any action affecting, or have any rights with respect to, such matters. The Administrator shall at all times act as an independent contractor, and the Administrator and its Affiliates, on the one hand, and the Recipient and its Affiliates, on the other hand, shall not be deemed an agent, employee, representative or fiduciary of one another, nor shall this Agreement or the Administrative Services or any activity or any transaction contemplated hereby be deemed to create any partnership or joint venture between the Parties or among their Affiliates. The Administrator shall be solely responsible for the payment of all employment-related liabilities, salary and benefits and all Taxes and premiums and remittances with respect to employees of the Administrator and its Affiliates used to provide Administrative Services. Section 4.4 Facilities and Systems. To the extent not subcontracted to a Subcontractor in accordance with the terms of this Agreement, the Administrator shall at all times maintain facilities and systems of the kind necessary to perform its obligations under this Agreement in all material respects in accordance with the Servicing Standards. Without limiting the generality of the foregoing, the Administrator shall, to the extent not subcontracted to a Subcontractor in accordance with the terms of this Agreement, maintain during the term of this Agreement sufficient expertise, trained personnel, resources, systems, controls and procedures (financial, legal, accounting, administrative or otherwise) as may be reasonably necessary to perform its obligations under this Agreement in all material respects in accordance with the Servicing Standards.

14 Section 4.5 Permits. The Administrator, or any Subcontractor to which the Administrator has subcontracted Administrative Services required to be performed hereunder, as the case may be, shall at all times maintain all necessary licenses, franchises, authorizations, permits privileges, immunities, approvals and other qualifications from Governmental Authorities under Applicable Law that the Administrator, is required to maintain in order to perform the Administrative Services in the manner required by this Agreement. Section 4.6 Collection of Reinsurer Receivables. (a) If any Reinsurer Receivables are received by the Recipient, the Recipient shall hold such amounts in trust for the benefit of, and promptly pay such amounts to, PLIC in accordance with the terms of the Reinsurance Agreement. (b) The Administrator, on behalf of the Recipient, shall (i) transfer to each applicable Separate Account any receivables attributable to Administered Separate Account Assets in such Separate Account and (ii) pay any amounts to be paid out of each Separate Account in accordance with the terms of the applicable Reinsured Contract. (c) If any receivables attributable to a Separate Account are received by the Recipient, such amounts shall be paid to the Administrator for deposit into the applicable Separate Account. Section 4.7 Notices of Material Events. In addition to the reporting requirements set forth in this Agreement, each Party hereto shall promptly furnish to the other any material correspondence such Party receives relating to the Business. Section 4.8 Cooperation with Respect to Excluded Liabilities. The Administrator shall use commercially reasonable efforts to cooperate with the Recipient in order to allow the Recipient to effectively manage, settle or defend any claim, litigation or other proceeding relating to an Excluded Liability. Any cooperation rendered by the Administrator to the Recipient under this Section 4.8 shall not constitute an Administrative Service under this Agreement. Such cooperation shall be comprised of (a) providing the Recipient with reasonable access to business records in accordance with Section 7.2 and reasonable access to personnel with respect to efforts of the Recipient to (i) reply to any inquiry, investigation, examination, audit or Governmental Authority proceeding or (ii) manage, settle or defend any claim, litigation or other proceeding relating to an Excluded Liability and (b) such other assistance as may be agreed to by the Parties, in each case, to the extent relating to an Excluded Liability. The Recipient shall reimburse the Administrator for its actual and out-of-pocket costs incurred in rendering its cooperation under this Section 4.8. Section 4.9 Separate Accounts. (a) Except as required by the terms of the applicable Separate Accounts, the Reinsured Contracts and Applicable Law, the Administrator shall be the exclusive administrator of the Separate Accounts with respect to the assets supporting reserves related to the Reinsured Contracts in the Separate Accounts (such assets, “Administered Separate Account Assets”), and, subject to Section 2.8 of the Reinsurance Agreement, shall have the exclusive right to alter the terms, plan of operations, hedges and investment options with respect to the Administered

15 Separate Account Assets, in accordance with the terms of the applicable Separate Accounts, the Reinsured Contracts and Applicable Law; provided that, if any change to the plan of operations, hedges and investment options with respect to the Administered Separate Account Assets would, or would reasonably be expected to, have an adverse effect on Recipient’s plan of operations, hedges and investment options with respect to the Business, the Recipient and the Administrator shall reasonably cooperate with the Recipient in minimizing the effect of such change prior to its implementation. The Administrator shall be responsible for obtaining any required consents of the Reinsurer pursuant the Reinsurance Agreement and the Recipient shall be entitled to exclusively rely on the instructions of the Administrator pursuant to this Agreement. (b) Except as expressly provided in this Agreement or as required by Applicable Law or the terms of the Reinsured Contracts, the Recipient agrees not to control or access the Administered Separate Account Assets. In furtherance and not in limitation of the foregoing sentence, except as required by Applicable Law, the terms of the Reinsured Contracts, the terms of the applicable Separate Accounts or this Agreement, or as would, or would reasonably be expected to, adversely affect the Recipient in a material manner, after accounting for the benefits expected to be received by the Recipient under this Agreement and the Reinsurance Agreement: (i) The Recipient shall give the Administrator exclusive authority over the Administered Separate Account Assets including the exclusive authority to (A) designate the authorized signatories with respect to the Administered Separate Account Assets, (B) make deposits related to the Administered Separate Account Assets in the Separate Accounts in the name of the Recipient, (C) make withdrawals related to the Administered Separate Account Assets from the Separate Accounts in the name of the Recipient, (D) enter into agreements with respect to the Administered Separate Account Assets on behalf of the Recipient and (E) manage the Administered Separate Account Assets, including the exclusive authority to appoint one or more investment managers on behalf of the Recipient to manage the Separate Account Assets. (ii) The Recipient shall use commercially reasonable efforts to do all things reasonably necessary to enable the Administrator to maintain and access the Administered Separate Account Assets, including executing and delivering such resolutions and other documents as may be requested from time to time by the financial institutions holding assets related to the Separate Accounts; provided that the Administrator shall reimburse the Recipient for any of its actual, out-of-pocket costs incurred in connection with such efforts. Without the Administrator’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Recipient shall not make any changes to the authorized signatories with respect to the Separate Accounts, nor attempt to withdraw any Administered Separate Account Assets therefrom. (iii) The Recipient shall not terminate, modify, amend, supplement or otherwise change (A) any investment options with respect to any Administered Separate Account Assets or agreements with mutual fund

16 organizations related to the Separate Accounts, except in accordance with Section 4.9(c) or (B) any hedging-related agreements with respect to any Administered Separate Account Assets or related to the Separate Accounts, except in accordance with Section 4.9(d), in each case solely with respect to the Prudential Annuities Life Assurance Corporation Index Strategies Separate Account. (c) The Administrator may request the Recipient to (i) enter into new agreements with mutual fund organizations with which the Recipient does not have existing agreements as of the Effective Date, providing for such mutual fund organizations to make their mutual funds available as investment options within the Separate Accounts and (ii) make additional mutual funds or mutual fund share classes available as investment options within the Separate Accounts under existing agreements between the Recipient and any mutual fund organization, and the Recipient shall use commercially reasonable efforts to take such actions, subject to compliance with Applicable Law and the terms and conditions set forth in the applicable Reinsured Contracts; provided that the Recipient’s actual, out-of-pocket costs associated with such actions shall be reimbursed by the Administrator; provided, further, that (A) the Recipient shall not be required to enter any new agreements with mutual fund organizations or make additional mutual funds or mutual fund share classes available if such agreements contain covenants restricting the activities or operation of the business of the Recipient or any of its Affiliates or contain indemnification obligations applicable to the Recipient or any of its Affiliates or if such actions would, or would reasonably be expected to, adversely affect the Recipient in a material manner, after accounting for the benefits expected to be received by the Recipient under this Agreement and the Reinsurance Agreement and (B) the Administrator shall indemnify and hold the Recipient and its Affiliates harmless for any Liabilities arising out of any such new agreements or additional mutual funds or mutual fund share classes. (d) The Administrator may request the Recipient to (i) enter into new agreements with hedge counterparties with which the Recipient does not have existing agreements as of the Effective Date, providing for hedging of any Administered Separate Account Assets and the Separate Accounts, (ii) enter into new investment management agreements with respect to the Administered Separate Account Assets and (iii) terminate, modify, amend, supplement or change existing agreements between the Recipient, on the one hand, and any hedge counterparty or investment manager, on the other hand, with respect to any Administered Separate Account Assets or the Separate Accounts, and the Recipient shall use commercially reasonable efforts to take such actions, subject to compliance with Applicable Law and the terms and conditions set forth in the applicable Reinsured Contracts and except as would, or would reasonably be expected to, adversely affect the Recipient in a material manner, after accounting for the benefits expected to be received by the Recipient under this Agreement and the Reinsurance Agreement; provided that the Recipient’s actual, out-of-pocket costs associated with such actions shall be reimbursed by the Administrator. (e) Subject to Applicable Law and the terms of the Reinsured Contracts, the Administrator shall have the authority to amend the terms, plan of operations and investment options of any Separate Account to provide for the exclusive investment of the Administered Separate Account Assets in a separate account established by PLIC or its Affiliates.

17 ARTICLE V REGULATORY AND LEGAL PROCEEDINGS Section 5.1 Regulatory Complaints. (a) With respect to any matter relating to the Business, the Administrator shall (to the extent not prohibited by Applicable Law): (i) promptly notify the Recipient in writing of any examinations or Actions initiated by a Governmental Authority of which the Administrator becomes aware as promptly as reasonably practicable and provide the Recipient (and any third party that the Recipient may designate in writing) with a report summarizing the nature of any such examination or Action by a Governmental Authority, the alleged actions or omissions, if any, giving rise to such examination or Action and copies of any files or other documents that the Recipient may reasonably request in connection with its review of such matters, in each case, other than such files or documents as would reasonably be expected to, in the judgment of counsel to the Administrator, lead to the loss or waiver of the Administrator’s rights in respect of legal privilege; provided that, that the Administrator shall (1) notify the Recipient in reasonable detail of the circumstances giving rise to any such privilege, (2) cooperate using commercially reasonable efforts in any efforts and requests for waivers to any such privilege and (3) use its commercially reasonable efforts to make other arrangements (including redacting information or entering into joint defense agreements), in each case that would enable any otherwise required disclosure of files and documents regarding such matters to the Recipient to occur without so jeopardizing such privilege; and (ii) except as set forth in Section 5.1(c), supervise and control the defense and settlement of all examinations and Actions initiated by any Governmental Authority with respect to the Business at its own cost and expense, and in the name of the Recipient when necessary; provided, that the Recipient shall have the right, but not the obligation, at its own expense, to participate fully in, but not control, the defense and settlement of any examination or Action initiated by a Governmental Authority; provided, further, that without the Recipient’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Administrator shall not settle or compromise any such examinations or Actions initiated by a Governmental Authority or enter into any Governmental Order in respect thereof, unless (x) there is no finding or admission of any violation of Applicable Law or any violation of the rights of any Person by the Recipient or any of its Affiliates, (y) the sole relief provided is monetary damages that are paid in full by the Administrator and no culpability is found on the part of, and a full and complete release is provided to, the Recipient and its Affiliates, and (z) the

18 settlement does not encumber any of the assets of the Recipient or any of its Affiliates or contain any restriction or condition that would adversely affect the Recipient or any of its Affiliates or the conduct of business by the Recipient or any of its Affiliates (other than Excluded Business). (b) The Recipient shall control, at its sole expense, the defense or settlement of any examination or Action initiated by any Governmental Authority that relates solely to the Excluded Liabilities. (c) Notwithstanding anything in this Agreement to the contrary, the Recipient, upon written notice to the Administrator and at its own cost and expense, without waiving any right to indemnification or payment that it may have under this Agreement, shall have the right, but not the obligation, at any time to supervise and control the defense and settlement of any examinations or Actions initiated by a Governmental Authority that (i) names the Recipient or any of its Affiliates as a party thereto; (ii) seeks an order, injunction or other equitable relief against the Recipient or any of its Affiliates; or (iii) if successful, could, in the Recipient’s reasonable judgment, (A) materially interfere with the business, assets, liabilities, obligations, Intellectual Property Rights, financial condition or results of operations of the Recipient or any of its Affiliates, in each case, with respect to business of the Recipient or any of its Affiliates, or (B) materially and adversely affect the reputation of the Recipient or any of its Affiliates; provided that the Recipient shall provide the Administrator with a reasonable opportunity to comment on and make recommendations with respect to its handling of any such examinations or Actions initiated by a Governmental Authority and shall take into account any reasonable comments or recommendations of the Administrator that are provided to the Recipient in a timely fashion; provided, further, that the Recipient shall not settle or compromise any such examination or Actions initiated by a Governmental Authority without the Administrator’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) if such settlement would result in any payment by the Administrator; and provided, further, that, the Administrator shall have the right to engage its own separate legal representation, at its own expense, and to participate fully in, but not control, the defense of any such examinations or Actions initiated by a Governmental Authority. The Administrator shall keep the Recipient reasonably informed of the progress of all such examinations or Actions initiated by a Governmental Authority relating to the Business. (d) The Administrator will consult with the Recipient (at the Recipient’s expense) with respect to the disposition of any examination or Action initiated by a Governmental Authority and take into account the Recipient’s reasonable input with respect thereto. Section 5.2 Other Actions. (a) With respect to any Actions by any Person other than a Governmental Authority relating to the Business, the Administrator shall (to the extent not prohibited by Applicable Law): (i) promptly notify the Recipient, after receipt of notice thereof, of any such Action that is instituted or threatened in writing;

19 (ii) subject to Section 5.2(c), supervise and control the investigation, contest, defense and settlement of all such Actions relating to the Business at its own cost and expense, and in the name of the Recipient when necessary; provided, that the Administrator will consult with the Recipient (at the Recipient’s expense) with respect to the disposition of any such Action and take into account the Recipient’s reasonable input with respect thereto; provided, further, that without the Recipient’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Administrator shall not settle or compromise any such Actions by any Person other than a Governmental Authority relating to the Business or enter into any Governmental Order in respect thereof, unless (x) there is no finding or admission of any violation of Applicable Law or any violation of the rights of any Person by the Recipient or any of its Affiliates, (y) the sole relief provided is monetary damages that are paid in full by the Administrator and no culpability is found on the part of, and a full and complete release is provided to, the Recipient and its Affiliates, and (z) the settlement does not encumber any of the assets of the Recipient or any its Affiliates or contain any restriction or condition that would adversely affect the Recipient or any of its Affiliates or the conduct of business by the Recipient or any of its Affiliates (other than Excluded Business); and (iii) keep the Recipient reasonably informed of the progress of all such Actions relating to the Business and, following the end of each calendar quarter, at the Recipient’s request, provide to the Recipient a report summarizing the nature of any such Action, the alleged actions or omissions giving rise to such Action and copies of any files or other documents that the Recipient may reasonably request in connection with its review of such matters. (b) The Recipient shall control, at its sole expense, the defense or settlement of any Action by any Person other than a Governmental Authority that relates solely to the Excluded Liabilities. (c) Notwithstanding anything in this Agreement to the contrary, the Recipient, upon written notice to the Administrator and at its own cost and expense, without waiving any right to indemnification or payment that it may have under this Agreement, shall have the right, but not the obligation, at any time to supervise and control the defense and settlement of any Actions by any Person other than a Governmental Authority relating to the Business that (i) names the Recipient or any of its Affiliates as a party thereto; (ii) seeks an order, injunction or other equitable relief against the Recipient or any of its Affiliates; or (iii) if successful, could, in the Recipient’s reasonable judgment, (A) materially interfere with the business, assets, liabilities, obligations, Intellectual Property Rights, financial condition or results of operations of the Recipient or any of its Affiliates, in each case, with respect to business of the Recipient or any of its Affiliates, or (B) materially and adversely affect the reputation of the Recipient or any of its Affiliates; provided that the Recipient shall provide the Administrator with a reasonable opportunity to comment on and make recommendations with respect to its handling of any such Actions by any Person other than a Governmental Authority relating to the Business and shall

20 take into account any reasonable comments or recommendations of the Administrator that are provided to the Recipient in a timely fashion; provided, further, that the Recipient shall not settle or compromise any such examination or Actions initiated by a Governmental Authority without the Administrator’s prior written consent if such settlement would result in any payment by the Administrator; and provided, further, that, the Recipient shall have the right to engage its own separate legal representation, at its own expense, and to participate fully in, but not control, the defense of any such Actions by any Person other than a Governmental Authority relating to the Business. The Administrator shall keep the Recipient reasonably informed of the progress of all such Actions by any Person other than a Governmental Authority relating to the Business. Section 5.3 Notice to Administrator. After the Effective Date, the Recipient shall (to the extent not prohibited by Applicable Law) notify the Administrator in writing as promptly as reasonably practicable, but in no event later than five (5) Business Days, following its receipt of notice of any examination or Action that has been instituted or threatened in writing relating to the Business with respect to which the Recipient is named as a party, and shall promptly furnish to the Administrator copies of all pleadings in connection therewith except to the extent that compliance with this Section 5.3 would, in the judgement of the Recipient’s counsel (including in-house counsel), reasonably be expected to result in the loss or waiver of the Recipient’s rights in respect of legal privilege; provided that the Recipient shall (a) notify the Administrator in reasonable detail of the circumstances giving rise to any such privilege, (b) cooperate using commercially reasonable efforts in any efforts and requests for waivers to any such privilege and (c) use its commercially reasonable efforts to make other arrangements (including redacting information or entering into joint defense agreements), in each case that would enable any otherwise required disclosure of such information to the Administrator to occur without so jeopardizing such privilege. Section 5.4 Cooperation. Each Party shall use its commercially reasonable efforts to cooperate with, and assist the other Party in responding to, defending, prosecuting and settling any examination or Action under this Article V; provided that neither Party shall be required to waive any applicable attorney-client, attorney work product or other evidentiary privileges; provided, further, that each Party shall (1) notify the other in reasonable detail of the circumstances giving rise to any such privilege, (2) cooperate using commercially reasonable efforts in any efforts and requests for waivers to any such privilege and (3) use its commercially reasonable efforts to make other arrangements (including redacting information or entering into joint defense agreements), in each case that would enable any such cooperation and assistance without so jeopardizing such privilege. ARTICLE VI CERTAIN ACTIONS BY THE RECIPIENT Section 6.1 Legally Required Recipient Actions; Recipient Responsibilities; Disclaimer of Administrator Responsibility. Notwithstanding anything to the contrary herein, the Recipient shall, for the term of this Agreement, retain exclusive authority and responsibility to take any actions related to the Administrative Services that the Recipient is required by Applicable Law or Governmental Authorities to take without the Administrator or a Subcontractor acting on its behalf. Without limiting the foregoing, the Administrator shall have

21 no responsibility or liability other than its obligations expressly set forth in this Agreement, and the Recipient shall continue to be, at all times, solely responsible for, each of the following: (a) subject to the terms of the Reinsurance Agreement, determining non-guaranteed elements applicable to the Reinsured Contracts, and securing reinsurance, if any; (b) the failure of the Recipient or any of its Affiliates to fulfill all of their obligations prescribed by Applicable Law with respect to the Reinsured Contracts, regardless of any dispute between the Recipient and the Administrator; (c) the preparation and distribution of any prospectuses, advertisements and other solicitation materials, training programs and materials, insurance contracts, amendments, endorsements and other forms provided by, used by or required by the Recipient or its Affiliates not related to the Business, if any; or (d) (i) the accuracy and completeness of all data and information provided by the Recipient; (ii) any errors in and with respect to data obtained from the Recipient caused by inaccurate or incomplete data provided by the Recipient; or (iii) the accuracy and completeness of the Recipient’s policies and procedures or business rules provided to the Administrator (collectively, such services and actions are referred to herein as “Legally Required Recipient Actions”). Section 6.2 Examinations. The Administrator acknowledges that regulators with jurisdiction over the Recipient and any of its Affiliates may have authority to examine the Recipient. To the extent any such examinations relate to this Agreement, the Administrator shall reasonably cooperate with any such examinations as reasonably requested by the Recipient at the Administrator’s sole cost and expense. The Recipient shall supervise and control all market conduct and other Governmental Authority examinations of the Recipient, including those that relate to the Business or this Agreement; provided that the Recipient shall provide the Administrator with a reasonable opportunity to comment on and make recommendations with respect to its handling of any such market conduct or other examination as it relates to the Business or this Agreement and shall reasonably take into account and implement any such comments or recommendations of the Administrator that are provided to the Recipient in a timely manner, except that the Recipient shall not be required to implement any such comments or recommendations that would (1) violate the terms of the Reinsured Contracts, Applicable Law, any Governmental Order or requirement from any Governmental Authority or (2) reasonably be expected to adversely affect the Recipient in a material manner, after accounting for the benefits expected to be received by the Recipient under this Agreement and the Reinsurance Agreement. The Recipient shall keep the Administrator reasonably and promptly informed of the process of all such market conduct and other examinations relating to the Business or this Agreement. ARTICLE VII BOOKS AND RECORDS; REPORTS Section 7.1 Books and Records. During the term of this Agreement, the Administrator shall prepare and keep accurate and complete the Books and Records and shall maintain the Books and Records for a period of not less than ten (10) years (or such longer period as may be required by Applicable Law) from the date of their creation. The Administrator shall prepare and maintain the Books and Records in accordance with (a) Applicable Law, (b) the terms and conditions of this Agreement and (c) the Administrator’s internal record retention procedures and policies (which the Administrator shall make available to the Recipient upon the Recipient’s

22 written request therefor). The Administrator shall maintain the Books and Records in a format reasonably accessible to the Recipient. Section 7.2 Access to Books and Records. (a) Following the Effective Date, upon any reasonable request from the Recipient or its Representatives, the Administrator shall (i) provide to the Recipient and its Representatives reasonable access during normal business hours to the Books and Records; provided that such access does not unreasonably interfere with the conduct of the business of the Administrator and (ii) permit the Recipient or its Representatives to make and retain copies of such Books and Records, in each case, at no cost to the Recipient or its Representatives (other than for reasonable and documented out-of-pocket expenses). The Recipient shall give the Administrator reasonable prior written notice of the need for such access and shall comply with any reasonable written instructions provided by the Administrator in connection with the use of or access to any of the Administrator’s information, personnel, facilities, office and storage space. Such Books and Records may be requested pursuant to this Section 7.2(a) for any reasonable business or regulatory purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, securities disclosure, compliance with contractual obligations of the Recipient or its Affiliates or other similar purposes (other than for purposes relating to claims between the Recipient and the Administrator or any of their respective Affiliates under this Agreement or any Transaction Agreement). The Administrator shall cooperate with any Governmental Authority having jurisdiction over the Recipient in providing access to the Books and Records that are under the control of the Administrator. (b) Notwithstanding anything to the contrary contained in this Agreement, the Administrator shall have no obligation to disclose or make available to the Recipient or its Representatives, or to provide the Recipient or its Representatives with access to or copies of (i) any personnel file, medical file or related records of any employee (in such capacity as employee and not a as a policyholder of the Recipient), (ii) except as set forth in the Purchase Agreement, any Tax Return filed by the Administrator or any of its Affiliates or predecessors, any Tax records (except for Tax records (or portions thereof) prepared solely with respect to the Recipient) or any related material, or (iii) any other information if the Administrator determines, in its reasonable judgment, that making such information available would (A) jeopardize any attorney-client privilege, work product immunity or any other legal privilege or similar doctrine, (B) violate an obligation of confidentiality owing to any Person that is not an Affiliate of the Administrator or (C) contravene any Applicable Law, contract, Governmental Order or any fiduciary duty, it being understood that the Administrator shall (1) notify the Recipient in reasonable detail of the circumstances giving rise to any such privilege or obligation, (2) cooperate using commercially reasonable efforts in any efforts and requests for waivers to any such privilege or obligation and (3) use its commercially reasonable efforts to make other arrangements (including redacting information or entering into joint defense agreements), in each case that would enable any otherwise required disclosure of any Books and Records to the Recipient to occur without so jeopardizing such privilege, immunity or doctrine or contravening any Applicable Law, contract, Governmental Order or fiduciary duty. With respect to any Books and Records that are inextricably commingled with the books and records of the Administrator or its Affiliates, the Administrator or such Affiliates shall make a version of such Books and

23 Records comprising reasonable redactions thereto with respect to any information relating to the Administrator or its Affiliates that does not relate to the Business. Section 7.3 Recipient Books and Records. (a) Following the Effective Date, and without limiting the applicable terms of the Reinsurance Agreement, the Recipient shall promptly provide the Administrator and its Representatives with copies of all Books and Records it generates relating to the Business. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the Recipient shall have no obligation to disclose or make available to the Administrator or its Representatives, or to provide the Administrator or its Representatives with access to or copies of, (i) any personnel file, medical file or related records of any employee (in such capacity as employee and not a policyholder of the Recipient), (ii) any of the Recipient’s or its Affiliates’ confidential competitive information, (iii) except as set forth in the Purchase Agreement, any Tax Return, any Tax records (except for Tax records (or portions thereof) prepared solely with respect to the Recipient) or any related material or (iv) any other information if the Recipient determines, in its reasonable judgment, that making such information available would (A) jeopardize any attorney-client privilege, work product immunity or any other legal privilege or similar doctrine, (B) violate an obligation of confidentiality owing to any Person that is not an Affiliate of the Recipient or (C) contravene any Applicable Law, contract, Governmental Order or any fiduciary duty, it being understood that the Recipient shall (1) notify the Administrator in reasonable detail of the circumstances giving rise to any such privilege or obligations, (2) cooperate using commercially reasonable efforts in any efforts and requests for waivers to any such privilege or obligation and (3) use its commercially reasonable efforts to make other arrangements (including redacting information or entering into joint defense agreements), in each case that would enable any otherwise required disclosure to the Administrator to occur without so jeopardizing such privilege, immunity or doctrine or contravening any Applicable Law, contract, Governmental Order or fiduciary duty. (b) The Recipient shall not use the Books and Records or any elements thereof relating to the Business for any purpose other than fulfilling its obligations under this Agreement or as required by Applicable Law. Section 7.4 Filings. To the extent permitted by Applicable Law, the Administrator shall be responsible for preparing and submitting all regulatory filing primarily related to the Business. The Administrator shall provide copies of any such regulatory filings to the Recipient. Section 7.5 Acknowledgment. The Administrator and the Recipient each acknowledge and agree that the provisions of this Agreement relating to Books and Records, including this Article VII, shall be subject to the applicable provisions of the Reinsurance Agreement, including Section 4.3 thereof, and that nothing in this Agreement in any way limits or supersedes the Reinsurance Agreement with respect to Books and Records. Section 7.6 Reports. (a) As of and following the Effective Date, the Administrator shall prepare any reports reasonably requested by the Recipient or PLIC in connection with the

24 Business (i) to enable the Recipient or PLIC, as applicable, to comply with any and all Applicable Laws, including all statutory insurance reporting, tax reporting and SAP and GAAP financial reporting requirements and any current or future informational reporting, prior approval or other requirements imposed by any Governmental Authority or (ii) for any other reasonable business purpose. Any reports required to be prepared by the Administrator shall be prepared and delivered on a timely basis in order for the Recipient or PLIC, as applicable, to comply with any filing deadlines required by Applicable Law, by contract or by the Recipient’s or PLIC’s, as applicable, internal procedures and policies, to the extent such procedures and policies have been previously provided to the Administrator with reasonable advance notice thereof. All such reports shall include such information as may reasonably be requested by the Recipient or PLIC. Among other responsibilities and without limiting the generality of the foregoing: (i) The Administrator shall promptly prepare and furnish to the Recipient or PLIC or, at the Recipient’s or PLIC’s request or as otherwise provided herein, the applicable Governmental Authority, all filings, submissions, reports and related summaries (including statistical summaries), certifications and other information required by any Governmental Authority with respect to the Business. (ii) Within twenty (20) Business Days after the end of each Accounting Period, the Administrator shall provide to the Recipient or PLIC all statistical information reasonably required by the Recipient or PLIC, as applicable, related to the General Account Reserves, Separate Account Reserves and Reinsured Liabilities required to be reported on the Recipient’s or PLIC’s financial statements, Tax Returns and other SAP and GAAP financial reports required by the Recipient’s or PLIC’s auditors, as applicable, or any Governmental Authority related to the Reinsured Contracts. (iii) The Administrator shall provide such reports in such form and manner as may reasonably be requested by the Recipient or PLIC, as applicable. (iv) For so long as this Agreement remains in effect, upon reasonable notice, the Administrator shall from time to time furnish to the Recipient or PLIC such other reports and information related to the Business as the Recipient or PLIC, as applicable, may reasonably request for regulatory, tax or other reasonable business purposes. Section 7.7 Audit Rights. The Recipient and the Administrator acknowledge and agree to the terms and provisions set forth on Schedule 7.7 with respect to Audit Rights. ARTICLE VIII COOPERATION Section 8.1 Cooperation. Each Party hereto shall cooperate fully with the other Party in all reasonable respects in order to accomplish the objectives of this Agreement, including, making available to each Party their respective officers and employees for interviews and meetings with any Governmental Authority and furnishing any additional assistance, information and documents as may be reasonably requested by a Party from time to time.

25 ARTICLE IX CONFIDENTIALITY; PRIVACY REQUIREMENTS; INTELLECTUAL PROPERTY Section 9.1 Compliance with Privacy and Data Security Laws. The Parties shall comply in all material respects with all Applicable Laws, including Privacy and Data Security Laws, respecting Confidential Information (including the Personal Information) as outlined in Section 9.2. Without limiting the foregoing, the Parties shall comply in all material respects with any Applicable Law, including Privacy and Data Security Laws, respecting Confidential Information (including the Personal Information) that may come into effect during the term of this Agreement. Both Parties shall only use Confidential Information as permitted by this Agreement. Section 9.2 Confidentiality. Each Party (a “Receiving Party”) shall hold the Confidential Information of the other Party (a “Disclosing Party”) in strictest confidence and shall take all reasonable steps to ensure that such Confidential Information is not disclosed to any third party, except that each Receiving Party may disclose such Confidential Information or portions thereof to those of such Receiving Party’s Affiliates and its and their respective Representatives to the extent necessary for the performance of such Receiving Party’s obligations under this Agreement or as may otherwise be permitted by the terms of this Agreement, provided that the Receiving Party advises such Persons of the confidential nature of the Disclosing Party’s Confidential Information and directs them to maintain its confidentiality in accordance with the terms hereof and that such Persons are under a duty of confidentiality (by contract or operation of law) with respect to such Confidential Information consistent with the terms and conditions of this Article IX; provided, further, that a Receiving Party shall be responsible for any breach of this provision by any of its Affiliates or its or their respective Representatives. Without limiting the foregoing, a Receiving Party shall be permitted to disclose Confidential Information to the extent (i) any such information is required by Applicable Law, Governmental Order or a Governmental Authority to be disclosed after prior notice has been given to the Disclosing Party (to the extent such prior notice is permitted to be given under Applicable Law); provided that, the Receiving Party, to the extent reasonably requested by the Disclosing Party, shall cooperate with the Disclosing Party in seeking an appropriate order or other remedy protecting such information from disclosure, or (ii) any such information is reasonably necessary to be disclosed in connection with any Action or for the enforcement of the rights of the Receiving Party under this Agreement. For the purposes of this Section 9.2, “Representatives” shall only refer to those Persons that actually receive Confidential Information pursuant to this Agreement, and, in the case of Recipient, shall include its and its Affiliates’ board observers and oversight committee members. Section 9.3 Security Incidents. Each Party shall (a) notify the other Party promptly (and in any event within forty-eight (48) hours) of becoming aware of any unauthorized access, acquisition or other compromise of Personal Information provided to or otherwise held by the other Party in connection with this Agreement, or any other data security incident requiring reporting under applicable Privacy and Data Security Laws (each, a “Security Incident”), (b) promptly furnish to the other Party full details of the Security Incident as may be reasonably available and use commercially reasonable efforts to assist the other Party in investigating or

26 preventing the reoccurrence of any Security Incident, (c) cooperate with the other Party in any litigation and investigation against third parties deemed necessary by such Party to protect its proprietary rights and (d) use commercially reasonable efforts to prevent a recurrence of any such Security Incident. To the extent that a Party inadvertently obtains access to any Confidential Information of the other Party to which it was otherwise not intended to have access, such Party shall immediately notify the other Party. Section 9.4 Information Safeguards. Each Party shall (to the extent it has the ability to access Confidential Information of the other Party) maintain administrative, technical and physical safeguards that are reasonably designed to: (a) protect the security and confidentiality of such Confidential Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Confidential Information; (c) protect against any use or destruction of such Confidential Information that could result in substantial harm to the Confidential Information and which are no less protective of Confidential Information than how the Party protects its own Confidential Information; and (d) properly dispose of such Confidential Information, in each case not less than in accordance with the standards required by Applicable Law. Section 9.5 Disaster Recovery Program. For as long as Administrative Services are provided hereunder, the Administrator shall, and shall require its Subcontractors to, maintain and adhere to the Administrator Disaster Recovery Plan. As part of the Administrative Services, the Administrator shall, and shall require its Subcontractors to, promptly implement the Administrator Disaster Recovery Plans in the event of a Business Interruption. Section 9.6 Intellectual Property Rights. (a) All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, rights in know-how and in other Confidential Information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated with the foregoing, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, works of authorship, work product and other materials and all work product prepared by the Administrator or any Subcontractor under this Agreement specifically for the Recipient (“Deliverables”) or prepared by or on behalf of the Administrator or any Subcontractor in the course of performing the Administrative Services (“Work Product”), in each case, excluding the Recipient Confidential Information, shall be, as between the Administrator and the Recipient, owned by the Administrator. Subject to Section 4.3 of the Reinsurance Agreement, the Administrator hereby grants the Recipient a non-exclusive, worldwide, fully paid up license, during the term of this Agreement, to use all Intellectual Property Rights owned or controlled by the Administrator (i) to the extent necessary to enable the Recipient to make reasonable use of the Deliverables, Work Product and the Administrative Services during the term of this Agreement and (ii) to create and use Deliverables and Work Product and conduct or otherwise obtain documents, works of authorship, work product and other materials analogous to the Deliverables, Work Product and in each case solely to the extent reasonably necessary for continued operation of the Business following termination of this Agreement, including any identified items as mutually agreed between the parties in good faith. The Recipient shall be entitled to grant sublicenses of the foregoing license solely to its Affiliates and its and their third

27 party subcontractors, suppliers, service providers (including successor administrators) and customers solely to the extent reasonably necessary for the operation of the Business. The Recipient acknowledges that the Intellectual Property Rights of third parties may be used in providing the Administrative Services, and that the access to and use of such Intellectual Property Rights is subject to any terms, conditions and restrictions imposed by such third parties. The Recipient hereby agrees to, and to cause its Affiliates to, comply with all such terms, conditions and restrictions to the extent notified thereof by the Administrator. (b) The Recipient, on behalf of itself and its Affiliates, hereby grants to the Administrator and its Subcontractors an irrevocable, fully paid-up, worldwide license during the term of this Agreement to use, perform, display, execute, reproduce, distribute, transmit, modify (including to create derivative works), import, make, have made, sell, offer to sell, and otherwise exploit any Intellectual Property Rights owned or controlled by the Recipient or any of its Affiliates to the extent reasonably necessary for or otherwise useful in the provision of the Administrative Services solely for the purpose of providing the Administrative Services. In using any trademarks licensed to the Administrator or its Subcontractors under the license in this Section 9.6(b), the Administrator and such Subcontractors shall at all times use such trademarks in a manner consistent with the standards of quality with which such trademarks are used by the Recipient and its Affiliates. The Administrator acknowledges that, to the extent that the foregoing license includes access to or use of Intellectual Property Rights of third parties such access to and use of such Intellectual Property Rights is subject to any terms, conditions and restrictions imposed by such third parties. The Administrator hereby agrees to, and to cause its Affiliates to, comply with all such terms, conditions and restrictions to the extent notified thereof by the Recipient. ARTICLE X CONSIDERATION FOR ADMINISTRATIVE SERVICES Section 10.1 Consideration. The Recipient and the Administrator acknowledge and agree to the terms and provisions set forth on Schedule 10.1 with respect to Consideration. Section 10.2 Taxes. All charges and fees to be paid under this Agreement (including any charges or fees deemed to be paid for Tax purposes) are inclusive of any applicable sales, use, excise, value added, service or similar Taxes (“Sales and Service Taxes”) required by Applicable Law with respect to the Administrative Services provided under this Agreement. All such Sales and Service Taxes shall be borne entirely by the Administrator, and all Tax Returns with respect to such Sales and Service Taxes shall be timely filed by the Party required to file the Tax Return under Applicable Law; provided that if the Recipient is required under Applicable Law to pay a Sales and Service Tax, such Sales and Service Tax shall be paid by the Recipient and timely reimbursed by the Administrator, and all other Sales and Service Taxes shall be paid directly by the Administrator. If any Applicable Law requires the deduction or withholding of any Tax from payments by either Party under this Agreement, then the payor shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Tax Authority in accordance with Applicable Law and all amounts so deducted or withheld and paid to the relevant Tax Authority shall be considered paid to the payee for all purposes of this Agreement; provided, however, that the payor shall provide the payee with

28 written notice of its intent to withhold at least ten (10) Business Days prior to making the relevant payment and the payor shall reasonably cooperate with the payee and take reasonable steps to minimize any such deduction or withholding. ARTICLE XI BANK ACCOUNT; CERTAIN REPRESENTATIONS Section 11.1 Bank Account. (a) The Recipient shall establish and maintain one or more bank accounts in the name of the Recipient, with a national bank mutually and reasonably agreed by the Parties (each, a “Bank Account”) for use in the operation of the Administrative Services by the Administrator on behalf of the Recipient. The Administrator shall make payments concerning the Reinsured Contracts from funds in the Bank Account. The Recipient shall give the Administrator non- exclusive authority over the Bank Accounts in providing the Administrative Services. The Recipient agrees that, without the Administrator’s prior written consent, the Recipient shall not attempt to withdraw funds from the Bank Accounts. Pursuant to the Reinsurance Agreement, the Reinsurer shall provide and own all funds deposited in the Bank Accounts and be solely responsible for all fees, costs and expenses of the Bank Accounts, and in no event shall the Recipient have any obligation to provide funding for the Bank Accounts or be responsible for any fees, overdraft charges, costs or expenses associated therewith. The Administrator shall provide PLIC with appropriate information to ensure that the Bank Accounts are funded by PLIC as necessary to satisfy PLIC’s payment obligations under the Reinsurance Agreement. (b) The Recipient shall do all things reasonably necessary to enable the Administrator to maintain and access the Bank Accounts, including executing and delivering such depository resolutions and other documents as may be requested from time to time by the banking institutions; provided that the Administrator shall reimburse the Recipient for any of its actual, out-of-pocket costs incurred in connection with such efforts. Without the Recipient’s prior written consent, the Administrator shall not make any changes to the authorized signatories on the Bank Accounts. Without the Administrator’s prior written consent, the Recipient shall not attempt to withdraw any funds from the Bank Accounts. Section 11.2 Remittance. If the Administrator or any of its Affiliates receives any remittance or other payment that it is not entitled to receive under the terms of this Agreement or any Transaction Agreement, the Administrator or such Affiliate shall hold such remittance or other payment in trust for the benefit of the Recipient or the applicable Separate Account, as the case may be, endorse any such remittance to the order of Recipient or the applicable Separate Account, as the case may be, and promptly, but in any event, within ten (10) Business Days of receipt thereof, transfer such remittance or other payment to the Recipient or to the applicable Separate Account, as the case may be. The Recipient shall promptly notify the Administrator in writing of any payment received by the Recipient from a third party that relate to the Business. The Recipient shall transfer such amounts to the Administrator as soon as reasonably practicable to the account or accounts designated by the Administrator in writing, but in no event later than ten (10) Business Days following receipt of such payments.

29 Section 11.3 Certain Representations. (a) Solely for purposes of any representation made by the Recipient pursuant to Section 1.2(b) of the Trust Agreement, the Administrator represents and warrants to the Recipient that all Assets (as defined in the Excluded Business Trust Agreement) delivered by the Administrator on behalf of the Recipient for deposit in the Comfort Trust Account (as defined in the Excluded Business Trust Agreement) will consist only of cash and Comfort Trust Eligible Assets (as defined in the Excluded Business Trust Agreement). (b) Solely for purposes of any representation made by the Recipient pursuant to Section 3 of the Security Agreement, the Administrator represent, warrants, covenants and agrees that (i) the Obligations (as defined in the Security Agreement), to the extent administered by the Administrator pursuant to this Agreement, and agreements in respect thereof will at all times comply in all material respects with all applicable laws and regulations, including, without limitation, all applicable rules and regulations of any appropriate federal or state regulatory agency; (ii) all Collateral (as defined in the Security Agreement) delivered to the Custodian (as defined in the Security Agreement) by the Administrator on behalf of the Recipient pursuant to the terms of the Custody Agreement (as defined in the Security Agreement): (A) qualifies as collateral for the Obligations (as defined in the Security Agreement) under applicable law, and (B) is free and clear of any pledge, security interest, lien, charge or encumbrance, except as provided for under the Security Agreement; and (iii) the Administrator shall not, on behalf of the Recipient, release or substitute Collateral (as defined in the Security Agreement) pledged under the Security Agreement except as provided in Section 7 of the Security Agreement. ARTICLE XII INDEMNIFICATION Section 12.1 Indemnification. (a) The Recipient and the Administrator acknowledge and agree to the terms and provisions set forth on Schedule 12.1(a) with respect to Indemnification by the Recipient. (b) The Recipient and the Administrator acknowledge and agree to the terms and provisions set forth on Schedule 12.1(b) with respect to Indemnification by the Administrator.

30 Section 12.2 Indemnification Procedures. (a) If any Person entitled to indemnification under Section 12.1(a) or Section 12.1(b) (each, an “Indemnitee”) receives notice of the assertion or commencement of any Action or other legal proceeding instituted by, any Person that is not a Party or an Affiliate of a Party or a Representative of the foregoing (a “Third Party Claim”) against such Indemnitee in respect of which the Party required to indemnify such Indemnitee under Section 12.1(a) or Section 12.1(b) (each, an “Indemnitor”) may be obligated to provide indemnification under this Agreement, the Indemnitee shall give such Indemnitor prompt written notice (but in no event later than thirty (30) days after such receipt by the Indemnitee of notice of the assertion or commencement of such Action) thereof and such notice shall include a reasonable description of the claim and any documents relating to the claim and an estimate of the Loss (to the extent ascertainable) and shall reference the specific sections of this Agreement that form the basis of such claim; provided that no delay on the part of the Indemnitee in notifying any Indemnitor shall relieve the Indemnitor from any obligation hereunder unless (and then solely to the extent) the Indemnitor is prejudiced by such delay. Thereafter, the Indemnitee shall deliver to the Indemnitor, promptly after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. (b) The Indemnitor shall be entitled to participate in the defense of any Third Party Claim and may assume the defense thereof with counsel selected by the Indemnitor, at its own expense, by delivery of written notice to the Indemnitee; provided that, the Indemnitee shall be entitled to assume the defense of any Third Party Claim (at the Indemnitor’s expense in accordance with this Article XII) (i) for any period during which the Indemnitor has not assumed the defense thereof, (ii) if the Indemnitor fails to take reasonable steps necessary to defend diligently the action or proceeding after delivery of notice by the Indemnitor that it would assume the defense or (iii) if the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation against the Indemnitee. If the Indemnitor assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor, it being understood that the Indemnitor shall control such defense, provided that, the Indemnitor shall pay the reasonable and documented out-of-pocket fees and expenses of counsel retained by the Indemnitee (1) for any period during which the Indemnitor has not assumed the defense thereof or (2) if the Indemnitee determines (based on the reasonable opinion of counsel (including in-house counsel) to the Indemnitee) that (x) an actual or likely conflict of interest exists between the Indemnitor and the Indemnitee and makes representation of the two parties by the same counsel inappropriate or (y) one or more defenses or counterclaims are available to the Indemnitee that are inconsistent with those available to the Indemnitor. The Parties shall, and shall cause their respective Affiliates to, cooperate in the defense of any Third Party Claim, including the retention and (upon the other Party’s request) the provision of records and information that are relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnitor shall have assumed the defense of a Third Party Claim, the Indemnitee shall not admit any liability with respect to, or pay, settle, compromise or discharge (or offer to pay, settle, compromise or discharge) any Third Party Claim without the Indemnitor’s prior written consent. If the Indemnitor shall have assumed the defense of a Third Party Claim, the Indemnitor shall not settle, compromise or discharge such

31 Third Party Claim without the written consent of the Indemnitee, unless (A) the Indemnitor obtains, as a condition of any settlement or other resolution, a complete and unconditional release of each Indemnitee from any and all liability in respect of such Third Party Claim, (B) such settlement, compromise or discharge provides only for the payment of monetary damages and does not impose on the Indemnitee any non-monetary relief or any injunctive relief or other equitable remedy or other conditions, encumbrance or restrictions, (C) such settlement does not include a statement or admission of fault, culpability, or failure to act by or on behalf of the Indemnitee, (D) such settlement does not involve any finding or admission of any violation of Applicable Law or any violation of the rights of any Person on the part of the Indemnitee, and (E) such settlement does not provide for any monetary liability of the Indemnitee that will not be promptly paid or reimbursed by the Indemnitor. If the Indemnitor submits to the Indemnitee a bona fide settlement offer that satisfies the requirements set forth in clauses (A)-(E) of the immediately preceding sentence and the Indemnitee refuses to consent as provided in this Section 12.2(b) to such settlement, then thereafter the Indemnitor’s liability to the Indemnitee with respect to such Third Party Claim shall not exceed the Indemnitor’s portion of the settlement amount included in such settlement offer, and the Indemnitee shall either assume the defense of such Third Party Claim or pay the Indemnitor’s attorney’s fees and other out-of- pocket costs incurred thereafter in continuing the defense of such Third Party Claim. (c) If an Indemnitee wishes to make a claim under this Article XII that does not involve a Third Party Claim, the Indemnitee shall give written notice to the Indemnitor setting forth (i) a reasonably detailed description of the claim, (ii) a good faith estimate of the amount of the Loss (to the extent ascertainable) and (iii) the specific provision of this Agreement that the Indemnitee alleges to be breached or implicated, and such notice shall be accompanied by copies of all available documentation that may be necessary or appropriate for the purposes of enabling the Indemnitor to be informed and to take any and all appropriate decisions and actions in respect of the matter and Loss that is the subject of the claim; provided that failure to provide such notice on a timely basis shall not relieve the Indemnitor from any obligation hereunder unless (and then solely to the extent) the Indemnitor is prejudiced by such delay. Section 12.3 Additional Indemnification Provisions. (a) In any case where an Indemnitee recovers from a third Person not Affiliated with such Indemnitee, including any third party insurer, any amount in respect of any Loss paid by an Indemnitor pursuant to this Article XII, such Indemnitee shall promptly pay over to the Indemnitor the amount so recovered (net of any out-of-pocket expenses incurred by such Indemnitee in procuring such recovery, which expenses shall not exceed the amount so recovered), but not in excess of the sum of (A) any amount previously paid by the Indemnitor to or on behalf of the Indemnitee in respect of such claim and (B) any amount expended by the Indemnitor in pursuing or defending any claim arising out of such matter. (b) If any portion of Losses to be paid by the Indemnitor pursuant to this Article XII would reasonably be expected to be recoverable from a third Person not Affiliated with the relevant Indemnitee (including under any applicable third party insurance coverage) based on the underlying claim or demand asserted against such Indemnitor, then the Indemnitee shall promptly after becoming aware of such fact give notice thereof to the Indemnitor and, upon the request of the Indemnitor, shall use commercially reasonable efforts to collect the maximum

32 amount recoverable from such third Person, in which event the Indemnitor shall reimburse the Indemnitee for all reasonable costs and expenses incurred in connection with such collection, including any resulting increase in insurance premiums (which costs and expenses of collection shall not exceed the amount recoverable from such third Person). If any portion of Losses actually paid by the Indemnitor pursuant to this Article XII could have been recovered from a third Person not Affiliated with the relevant Indemnitee based on the underlying claim or demand asserted against such Indemnitee, then the Indemnitee shall transfer, to the extent transferable, such of its rights to proceed against such third Person as are necessary to permit the Indemnitor to recover from such third Person any amount actually paid by the Indemnitor pursuant to this Article XII. (c) Neither the Recipient nor the Administrator shall have any right to set off any unresolved indemnification claim pursuant to this Article XII against any payment due pursuant to any other Transaction Agreement or any other agreement between the Parties. Section 12.4 No Duplication of Indemnity. To the extent that an Administrator Indemnitee or a Recipient Indemnitee has received payment in respect of a Loss pursuant to the provisions of any other Transaction Agreement, such Administrator Indemnitee or Recipient Indemnitee shall not be entitled to indemnification for such Loss under this Agreement to the extent of such payment. In no event shall any Indemnitee (a) be entitled to duplicate Losses under this Agreement and any other Transaction Agreement attributable to the same underlying event giving rise to such Loss or Losses, or (b) initiate duplicate proceedings under two (2) or more Transaction Agreements seeking recovery for the same Loss or Losses. ARTICLE XIII DURATION; TERMINATION; MATERIAL DEFAULT Section 13.1 Term. This Agreement shall commence on the Effective Date and continue until the earlier of (a) the date on which the Reinsurance Agreement is terminated in accordance with its terms and (b) the date this Agreement is terminated pursuant to Section 13.2. Section 13.2 Termination. (a) This Agreement may be terminated by the Recipient, at its option, upon the delivery of written notice to the Administrator, in the event that the Administrator becomes insolvent or is placed into liquidation, rehabilitation, conservation, supervision, receivership or similar proceedings (whether voluntary or involuntary), or there is instituted against it proceedings for the appointment of a receiver, liquidator, rehabilitator, conservator or trustee in bankruptcy, or similar agent to take possession of its assets or assume control of its operations. (b) The Recipient and the Administrator acknowledge and agree to the terms and provisions set forth on Schedule 13.2(b) with respect to Termination. Section 13.3 Termination Obligations. In connection with any termination of this Agreement by the Recipient pursuant to this Article XIII, the Administrator shall cooperate with the Recipient in effecting the transfer of (i) the Administrative Services (including making available to Recipient tangible embodiments of the Intellectual Property Rights included in the

33 licensed granted to Recipient pursuant to Section 9.6(a)(ii)) and (ii) all Confidential Information of the Recipient and the Books and Records maintained by the Administrator to the Recipient or any successor administrator identified by the Recipient. The Administrator shall bear and reimburse the Recipient for all of the internal and out-of-pocket costs of, and pay any fees and expenses incurred in connection with, transitioning such administration to the Recipient or to a successor administrator. Section 13.4 Survival. Notwithstanding the other provisions of this Article XIII, (a) Article I, Section 7.1, Section 9.2, Article XII, Section 13.3, this Section 13.4, Article XIV and Article XV shall remain in full force and effect after the termination of this Agreement, and (b) to the extent any other provision of this Agreement provides for rights, interests, duties, claims, undertakings and obligations subsequent to the termination or expiration of this Agreement, such provision of this Agreement shall survive such termination or expiration for the period specified therein. Section 13.5 Material Default. The Recipient and the Administrator acknowledge and agree to the terms and provisions set forth on Schedule 13.5 with respect to Material Default. ARTICLE XIV INSURANCE Section 14.1 Insurance Coverages. The Recipient and the Administrator acknowledge and agree to the terms and provisions set forth on Schedule 14.1 with respect to Insurance Coverages. Section 14.2 Terms Applicable to Insurance Coverage. The Recipient and the Administrator acknowledge and agree to the terms and provisions set forth on Schedule 14.2 with respect to Terms Applicable to Insurance Coverage. ARTICLE XV MISCELLANEOUS PROVISIONS Section 15.1 Expenses. Except as may otherwise be specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisers and independent accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the Person incurring such costs and expenses, whether or not any or all of the transactions contemplated by this Agreement are consummated. Section 15.2 Force Majeure. A Party that is unable to perform or delayed in performance of any of its obligations under this Agreement due to a Force Majeure Event shall promptly give the other Party notice thereof. The affected Party’s obligations hereunder shall be suspended during the period such Force Majeure Event continues, and such affected Party shall not be liable for any expense, loss or damage whatsoever arising out of any interruption of Administrative Service or delay or failure to perform under this Agreement caused by such Force Majeure Event; provided that, the affected Party uses its commercially reasonable efforts to mitigate or avoid the effect of such Force Majeure Event.

34 Section 15.3 Relationship of Parties. Except as specifically provided herein, neither Party shall: (a) act or represent or hold itself out as having authority to act as an agent or partner of the other Party; or (b) in any way bind or commit the other Party to any obligations or agreement. Nothing contained in this Agreement shall be construed as creating a partnership, joint venture, agency, trust, fiduciary relationship or other association of any kind, each Party being individually responsible only for its obligations as set forth in this Agreement. The Parties’ respective rights and obligations hereunder shall be limited to the contractual rights and obligations expressly set forth herein on the terms and conditions set forth herein. Section 15.4 Notices. All notices, requests, consents, claims, demands and other communications under this Agreement shall be in writing (including email transmission) and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by electronic mail (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Party at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 15.4) set forth on Schedule 15.4. Section 15.5 Assignment. Subject to Section 4.2, neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Party without the prior written consent of the other Party; provided that the Administrator may assign this Agreement to any Affiliates of the Reinsurer without the prior written consent of the Recipient; provided, further that if such assignee ceases to be an Affiliate, such assignee must assign this Agreement to the Reinsurer or an Affiliate of Reinsurer prior to ceasing to be an Affiliate. Any attempted assignment in violation of this Section 15.5 shall be void and have no effect. This Agreement an all of the provisions hereof shall be binding upon, shall inure to the benefit of, and shall be enforceable by and against the Parties and their respective successors and permitted assigns. Section 15.6 No Third Party Beneficiaries. Except as provided in Article XII with respect to Recipient Indemnitees and Administrator Indemnitees, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Section 15.7 Entire Agreement. This Agreement, the documents delivered pursuant hereto and the other Transaction Agreements constitute the entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersede all other prior negotiations, agreements, discussions, understandings, writings and undertakings, both written and oral, between or on behalf of the Administrator or its Affiliates, on the one hand, and the Recipient or its Affiliates, on the other hand, with respect to the subject matter hereof or thereof. Section 15.8 Amendment. No provision of this Agreement may be changed, amended, supplemented or modified except by a written instrument signed by the Recipient and the Administrator and, solely with respect to Sections 7.6 and 10.1, by PLIC. Any change or modification to this Agreement shall be null and void, unless made by written amendment to this

35 Agreement and signed by the Recipient and the Administrator and, solely with respect to Sections 7.6 and 10.1, by PLIC. Section 15.9 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Applicable Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. If any provision of this Agreement is so broad as to be unenforceable, that provision shall be interpreted to be only so broad as is enforceable. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible. Section 15.10 Waivers. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, in writing at any time by the Party or Parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently authorized for the purposes of this Agreement if, as to any Party, it is authorized in writing executed by an authorized Representative of such Party. The failure of any Party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any preceding or subsequent breach. Section 15.11 Other State Law Requirements Incorporated. The provisions of any current state insurance laws regulating third party insurance administrators are hereby incorporated by reference into this Agreement to the extent required by Applicable Law to be incorporated into an agreement of this type. Section 15.12 Governing Law. All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and all claims or disputes arising hereunder, whether purporting to sound in contract or tort, or at law or in equity, shall in all respects be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Applicable Laws of any jurisdiction other than the State of Delaware. Section 15.13 Submission to Jurisdiction. (a) Each of the Administrator and the Recipient irrevocably and unconditionally submits to the exclusive jurisdiction of the Delaware Court of Chancery, New Castle County, or to the extent such court declines jurisdiction, first to any federal court, or second to any state court, each located in Wilmington, Delaware, over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each Party hereby irrevocably agrees that all claims in respect of such dispute or any Action related thereto may be heard and determined in such courts. Each of the Administrator and the Recipient hereby irrevocably waives, to the fullest extent permitted by Applicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of

36 inconvenient forum for the maintenance of such dispute. Each of the Administrator and the Recipient agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. (b) Each of the Administrator and the Recipient consent to service of process in any Action by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Party at its address as provided in Section 15.4. Section 15.14 Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING IN WHOLE OR IN PART UNDER, RELATED TO, BASED ON OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 15.14 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY. Section 15.15 Specific Performance and other Equitable Relief. The Parties agree that irreparable damage would occur in the event of any breach or threatened breach by any of the Parties of its covenants or obligations contained in this Agreement. Accordingly, each of the Parties shall be entitled to seek injunctive or other equitable relief to prevent or cure any breach or threatened breach by the other Party of its covenants or obligations contained in this Agreement and to specifically enforce such covenants and obligations in any court referenced in Section 15.13(a) having jurisdiction, such remedy being in addition to any other remedy to which either Party may be entitled at law or in equity. Each of the Parties acknowledges and agrees that it shall not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement, and hereby waives (a) the defense in any Action for an injunction, specific performance or other equitable relief that the other Party has an adequate remedy at law or an award for specific performance is not an appropriate remedy for any reason at law or equity, and (b) any requirement under Applicable Law to post a bond, undertaking or other security as a prerequisite to obtaining equitable relief. Section 15.16 Counterparts. This Agreement may be executed counterparts, and if executed in more than one counterpart, the executed counterparts hereof shall constitute a single instrument. Delivery of an executed counterpart of this Agreement by facsimile or other electronic communication shall be equally effective as delivery of an original executed counterpart hereof (including electronic signatures complying with the U.S. federal ESIGN Act of 2000, e.g., DocuSign or a copy of a duly signed document sent via email). Section 15.17 Attorney-Client Matters. Recognizing that Sidley Austin LLP (“Administrator Legal Counsel”) has acted as legal counsel to the Administrator and certain of its Affiliates (including, prior to the closing contemplated in the Purchase Agreement, the Recipient) prior to the date hereof, and that Administrator Legal Counsel intends to act as legal

37 counsel to the Administrator and its Affiliates (which, following the closing contemplated in the Purchase Agreement, shall not include the Recipient), the Recipient (a) hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Administrator Legal Counsel representing the Administrator or its Affiliates after the closing contemplated in the Purchase Agreement solely with respect to matters relating to the transactions contemplated hereby, and (b) shall not, and shall cause its Affiliates not to, seek to have or have Administrator Legal Counsel disqualified from any such representation based on the prior representation of the Recipient by Administrator Legal Counsel. Section 15.18 Offset. Neither Party shall offset or reduce any amounts owing to such Party by the other Party hereunder by amounts payable to such Party by the other Party hereunder or under any other agreement or arrangement between the Parties or any of their Affiliates, including any other Transaction Agreement. [Signature Page Immediately Follows]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Name: Title: PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: Name: Title: PRUCO LIFE INSURANCE COMPANY, solely for purposes of Sections 7.6 and 10.1 By: Name: Title:

April 20, 2022

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE: Prudential Annuities Life Assurance Corporation (“Depositor”)

Prudential Annuities Life Assurance Corporation Variable Account B (“Registrant”)

Post-Effective Amendment No. 2 to Registration Statement on Form N-4

File Nos. 333-236099 and 811-05438

Members of the Commission:

I have acted as counsel to Prudential Annuities Life Assurance Corporation (the “Company”), in connection with the filing of Post-Effective Amendment No. 2 to the above-referenced Registration Statement on Form N-4 under the Securities Act of 1933. Such registration statement relates to the contracts, riders, and endorsements (collectively, the “Contracts”) for the variable annuity contracts to be sold through certain selling broker-dealers.

I have examined or caused to be examined such documents and reviewed or caused to be reviewed such questions of law as I considered necessary and appropriate for the purpose of rendering this opinion. On the basis of such examination and review, it is my opinion that:

1. The Company is a corporation duly organized and validly existing as a stock life insurance company under the laws of the State of Arizona and is duly authorized by the Insurance Department of that state to issue the Contracts.

2. The separate account through which the Contracts are issued is a duly authorized and existing separate account established pursuant to the provisions of applicable state law.

3. To the extent so provided under the Contracts, that portion of the assets of the separate account equal to the reserves and other contract liabilities with respect to the separate account will not be chargeable with liabilities arising out of any other business that the Company may conduct.

4. The Contracts, when issued in accordance with the Registration Statement on Form N-4, will constitute legal, validly-issued and binding obligations of the Company.I hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

/s/ Jeffrey Burman

Jeffrey Burman

Senior Vice President, General Counsel and Secretary

Prudential Annuities Life Assurance Corporation


Jeffrey Burman Senior Vice President, General Counsel and Secretary Prudential Annuities Life Assurance Corporation 10 Exchange Place, 22nd Floor Jersey City, New Jersey 07302 T +1 (615) 981 8801 jeff.burman@fortitude-re.com

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 2 to the Registration Statement on Form N-4 (No. 333-236099) (the “Registration Statement”) of our report dated March 14, 2022 relating to the financial statements of Prudential Annuities Life Assurance Corporation and consent to the incorporation by reference in the Registration Statement of our report dated April 18, 2022 relating to the financial statements of each of the subaccounts of Prudential Annuities Life Assurance Corporation Variable Account B indicated in our report.

/s/ PricewaterhouseCoopers LLP

New York, New York
April 20, 2022

POWER OF ATTORNEY

The undersigned, being a director or officer of Prudential Annuities Life Assurance Corporation ("PALAC"), constitutes and appoints Jeffrey Burman and Adam Greenhut, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, and to do any and all things and execute any and all instruments that such attorneys-in-fact may deem necessary or advisable under any rules, regulations and requirements of the U.S. Securities and Exchange Commission, in connection with where applicable: Registration statements of the appropriate forms prescribed by the Securities and Exchange Commission, and any other periodic documents and reports required under the Investment Company Act of 1940, as amended, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all amendments thereto executed on behalf of PALAC filed with the Securities and Exchange Commission for the Registrations listed below:

Prudential Annuities Life Assurance Corporation

Market Value Adjusted Fixed Allocation Investment Options Registration Nos.:

333-248270 333-249220 333-249221

Index-Linked Allocation Investment Options Registration Nos.:

333-252556 333-252744

Guaranteed Maturity Annuity Contracts Registration No.: 333-249230

Prudential Annuities Life Assurance Corporation Variable Account B Registration No.: 811-05438

and its Flexible Premium Deferred Annuity Contracts Registration Nos.:

033-62793 033-87010 333-08853

333-71654 333-71672 333-71834

333-96577 333-150220 333-152411

333-236099 333-252773

IN WITNESS WHEREOF, I have hereunto set my hand as of 4/3/2022.

/s/ Brian T. Schreiber

Brian T. Schreiber

Director

POWER OF ATTORNEY

Prudential Annuities Life Assurance Corporation

Market Value Adjusted Fixed Allocation Investment Options Registration Nos.:

333-248270 333-249220 333-249221

Index-Linked Allocation Investment Options Registration Nos.:

333-252556 333-252744

Guaranteed Maturity Annuity Contracts Registration No.: 333-249230

Prudential Annuities Life Assurance Corporation Variable Account B Registration No.: 811-05438

and its Flexible Premium Deferred Annuity Contracts Registration Nos.:

033-62793 033-87010 333-08853

333-71654 333-71672 333-71834

333-96577 333-150220 333-152411

333-236099 333-252773

IN WITNESS WHEREOF, I have hereunto set my hand as of 4/3/2022.

/s/ Ciara Burnham

Ciara A. Burnham

Director

POWER OF ATTORNEY

Prudential Annuities Life Assurance Corporation

Market Value Adjusted Fixed Allocation Investment Options Registration Nos.:

333-248270 333-249220 333-249221

Index-Linked Allocation Investment Options Registration Nos.:

333-252556 333-252744

Guaranteed Maturity Annuity Contracts Registration No.: 333-249230

Prudential Annuities Life Assurance Corporation Variable Account B Registration No.: 811-05438

and its Flexible Premium Deferred Annuity Contracts Registration Nos.:

033-62793 033-87010 333-08853

333-71654 333-71672 333-71834

333-96577 333-150220 333-152411

333-236099 333-252773

IN WITNESS WHEREOF, I have hereunto set my hand as of 4/4/2022.

/s/ Douglas A. French

Douglas A. French

Director

POWER OF ATTORNEY

Prudential Annuities Life Assurance Corporation

Market Value Adjusted Fixed Allocation Investment Options Registration Nos.:

333-248270 333-249220 333-249221

Index-Linked Allocation Investment Options Registration Nos.:

333-252556 333-252744

Guaranteed Maturity Annuity Contracts Registration No.: 333-249230

Prudential Annuities Life Assurance Corporation Variable Account B Registration No.: 811-05438

and its Flexible Premium Deferred Annuity Contracts Registration Nos.:

033-62793 033-87010 333-08853

333-71654 333-71672 333-71834

333-96577 333-150220 333-152411

333-236099 333-252773

IN WITNESS WHEREOF, I have hereunto set my hand as of 4/4/2022.

/s/ James Bracken

James Bracken

Director, President & Chief Executive Officer (Principal Executive Officer)

POWER OF ATTORNEY

Prudential Annuities Life Assurance Corporation

Market Value Adjusted Fixed Allocation Investment Options Registration Nos.:

333-248270 333-249220 333-249221

Index-Linked Allocation Investment Options Registration Nos.:

333-252556 333-252744

Guaranteed Maturity Annuity Contracts Registration No.: 333-249230

Prudential Annuities Life Assurance Corporation Variable Account B Registration No.: 811-05438

and its Flexible Premium Deferred Annuity Contracts Registration Nos.:

033-62793 033-87010 333-08853

333-71654 333-71672 333-71834

333-96577 333-150220 333-152411

333-236099 333-252773

IN WITNESS WHEREOF, I have hereunto set my hand as of 4/4/2022.

/s/ Jeffrey T. Condit

Jeffrey T. Condit

Serving in the function of Principal Accounting Officer

POWER OF ATTORNEY

Prudential Annuities Life Assurance Corporation

Market Value Adjusted Fixed Allocation Investment Options Registration Nos.:

333-248270 333-249220 333-249221

Index-Linked Allocation Investment Options Registration Nos.:

333-252556 333-252744

Guaranteed Maturity Annuity Contracts Registration No.: 333-249230

Prudential Annuities Life Assurance Corporation Variable Account B Registration No.: 811-05438

and its Flexible Premium Deferred Annuity Contracts Registration Nos.:

033-62793 033-87010 333-08853

333-71654 333-71672 333-71834

333-96577 333-150220 333-152411

333-236099 333-252773

IN WITNESS WHEREOF, I have hereunto set my hand as of 4/3/2022.

/s/ Kai Talarek

Kai Talarek

Director, Senior Vice President &

Chief Financial Officer

(Principal Financial Officer)

POWER OF ATTORNEY

Prudential Annuities Life Assurance Corporation

Market Value Adjusted Fixed Allocation Investment Options Registration Nos.:

333-248270 333-249220 333-249221

Index-Linked Allocation Investment Options Registration Nos.:

333-252556 333-252744

Guaranteed Maturity Annuity Contracts Registration No.: 333-249230

Prudential Annuities Life Assurance Corporation Variable Account B Registration No.: 811-05438

and its Flexible Premium Deferred Annuity Contracts Registration Nos.:

033-62793 033-87010 333-08853

333-71654 333-71672 333-71834

333-96577 333-150220 333-152411

333-236099 333-252773

IN WITNESS WHEREOF, I have hereunto set my hand as of 4/4/2022.

/s/ Richard Patching

Richard Patching

Director

POWER OF ATTORNEY

Prudential Annuities Life Assurance Corporation

Market Value Adjusted Fixed Allocation Investment Options Registration Nos.:

333-248270 333-249220 333-249221

Index-Linked Allocation Investment Options Registration Nos.:

333-252556 333-252744

Guaranteed Maturity Annuity Contracts Registration No.: 333-249230

Prudential Annuities Life Assurance Corporation Variable Account B Registration No.: 811-05438

and its Flexible Premium Deferred Annuity Contracts Registration Nos.:

033-62793 033-87010 333-08853

333-71654 333-71672 333-71834

333-96577 333-150220 333-152411

333-236099 333-252773

IN WITNESS WHEREOF, I have hereunto set my hand as of 4/6/2022.

/s/ Samuel J. Weinhoff

Samuel J. Weinhoff

Director

FREE Breaking News Alerts from StreetInsider.com!

StreetInsider.com Top Tickers, 10/3/2026

1. NKE
2. USO
3. SPY
4. ACN
5. NVDA

6. FICO
7. TRU
8. TLT
9. LAES
10. WBD

Create E-mail Alert Related Categories

SEC Filings

Sign up for StreetInsider Free!

Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!

Form 485BPOS PRUDENTIAL ANNUITIES

You May Also Be Interested In

Create E-mail Alert Related Categories

Sign up for StreetInsider Free!

Free News Feed