POS AM

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

REGISTRATION NO. 333-252774

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2 TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

ARIZONA

(State or other jurisdiction of incorporation or organization)

06-1241288

(I.R.S. Employer Identification Number)

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

ONE CORPORATE DRIVE

SHELTON, CONNECTICUT 06484

(615) 981-8801

(Address, including zip code, and telephone number, including area code, of registrant’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, including zip code, and telephone number, including area code, 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 commencement of proposed sale to public: As soon as practicable after the effective date of Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:   ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.   x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		Accelerated filer
Non-accelerated filer	x	Smaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

A Fortitude Re Company

One Corporate Drive, Shelton, CT 06484

FLEXGUARD INCOME

(This Product was formerly known as Prudential FlexGuard® Income)

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

PROSPECTUS: MAY 1, 2022

This prospectus describes the B Series of a single 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 Subaccount during the Savings Stage and opportunity for lifetime income through a built-in living benefit rider during the Income Stage and Insured Income Stage, as well as annuitization options. The Annuity is intended for retirement or other long-term investment purposes. The Variable Investment Subaccount options available with this Annuity are described in a separate prospectus, FlexGuard Income, Single Premium Deferred Index-Linked and Variable Annuity (B Series), File Number 333-252773 (the “Variable Subaccount Prospectus”) which can be found on our website at www.prudential.com/n4-FlexGuard-income-indexed-va.

This prospectus is not your contract, although this prospectus provides a description of the material features of the Index Strategies under your contract. The description of the material features of the Index Strategies is current as of the date of this prospectus. If certain material provisions of the Index Strategies are changed after the date of this prospectus, those changes will be described in a supplement to this prospectus and the supplement will become a part of this prospectus.

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 Subaccount and/or benefits and features may not be available in all states.

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.

We hold the assets for each Index Strategy in a non-insulated, non-unitized separate account we have established to support our obligations with respect to the Index Strategies.

During the Savings Stage, the Index Strategies currently available are listed below. During the Income Stage, only the 1-year Point-to-Point with Cap Index Strategies are available.

Point-to-Point with Cap Index Strategy	Step Rate Plus Index Strategy	Tiered Participation Rate Index Strategy
1-year S&P 500®, 10% Buffer 1-year MSCI EAFE, 10% Buffer 1-year Invesco QQQ ETF, 10% Buffer 1-yr iShares® Russell 2000 ETF, 10% Buffer 1-year S&P 500®, 15% Buffer 1-year MSCI EAFE, 15% Buffer 1-year Invesco QQQ ETF, 15% Buffer 1-yr iShares® Russell 2000 ETF, 15% Buffer 1-year S&P 500®, 100% Buffer 3-year S&P 500®, 10% Buffer 3-year MSCI EAFE, 10% Buffer 3-yr iShares® Russell 2000 ETF, 10% Buffer 3-year S&P 500®, 20% Buffer 3-yr iShares® Russell 2000 ETF, 20% Buffer 3-year MSCI EAFE, 20% Buffer 6-year S&P 500®, 20% Buffer 6-year MSCI EAFE, 20% Buffer 6-yr iShares® Russell 2000 ETF, 20% Buffer	1-year S&P 500®, 5% Buffer 1-year MSCI EAFE, 5% Buffer 1-year S&P® 500, 10% Buffer	6-year S&P 500®, 5% Buffer 6-year MSCI EAFE, 5% Buffer 6-yr iShares® Russell 2000 ETF, 5% Buffer 6-year S&P 500®, 10% Buffer 6-year MSCI EAFE, 10% Buffer

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

RILABINCPROS-INDEX

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 the Company makes available under the contract.  For additional information on all of the strategies, features or benefits available with FlexGuard Income please visit the following webpage: www.prudential.com/personal/annuities/products/flexguard-indexed-variable-annuity.

The guarantees provided by the Annuity contracts and payments Prudential Annuities Life Assurance Corporation makes under the Annuity contracts are the obligations of, and subject to the creditworthiness and claims paying ability of, the Company. 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. For more information, please refer to the “Prudential Annuities Life Assurance Corporation” section of the prospectus.

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. In addition, rates associated with the Index Strategies upon renewal may be higher or lower than initial rates and may differ from the rates used for new Annuity contracts or for other Annuity contracts issued at different times. 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 go to www.prudential.com/personal/annuities/products/flexguard-indexed-variable-annuity.

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 other of our 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

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. 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.

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

TABLE OF CONTENTS

SPECIAL TERMS	1
SUMMARY	4
RISK FACTORS	8
FEES AND EXPENSES	11
INDEX STRATEGIES	12
Indices	12
Buffers	13
Point-to-Point with Cap Index Strategy	13
Step Rate Plus Index Strategy	14
Tiered Participation Rate Index Strategy	15
INDEX LINKED VARIABLE INCOME BENEFIT	16
INFORMATION ABOUT THE INSURANCE COMPANY AND SEPARATE ACCOUNTS	20
Prudential Annuities Life Assurance Corporation	20
Incorporation of Certain Documents by Reference	20
The Separate Accounts	20
VALUING YOUR INVESTMENT AND INTERIM VALUE OF INDEX STRATEGIES	22
Processing and Valuing Transactions	22
Interim Value of Index Strategies	22
PURCHASING YOUR ANNUITY	26
Requirements for Purchasing the Annuity	26
Allocation of Purchase Payment	26
Holding Account	27
Rate Determination	27
Right to Cancel	27
MANAGING YOUR ACCOUNT VALUE	28
Reallocations/Transfer Guidelines	28
Financial Professional Permission to Forward Transaction Instructions	28
ACCESS TO ACCOUNT VALUE	29
Types of Distributions Available to You	29
Partial Withdrawals and Interim Value of Index Strategies	29
Free Withdrawal Amounts	29
Systematic Withdrawals	30
Systematic Withdrawals under Sections 72(t)/72(q) of the Internal Revenue Code	30
Required Minimum Distributions	30
SURRENDERS	32
Surrender Value	32
Medically-Related Surrenders	32
DEATH BENEFITS	33
Triggers for Payment of the Death Benefit	33
The Return of Purchase Payment Death Benefit	33
Death Benefits Under the Index Linked Variable Income Benefit	34
ANNUITY OPTIONS	35
ADDITIONAL INFORMATION	35
Reserved Rights	37
Who Distributes The Annuities?	37
How Will I Receive Statements and Reports?	38
How to Contact Us	38
Indemnification	39
Legal Proceedings	40

APPENDIX A - INTERIM VALUE OF INDEX STRATEGIES	A-1
APPENDIX B - IMPORTANT INFORMATION ABOUT INDICES	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 total value of any allocations in any Variable Subaccount(s) we make available and the Index Strategies using the Interim Value for each Index Strategy on any Valuation Day other than the Index Strategy Start Date and 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 less any withdrawals or Benefit charge applicable to that Index Strategy would be used instead of the Interim Value.

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

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.

Annual Income Amount. The annual amount that can be withdrawn without being considered Excess Income under the attached living benefit during the Income Stage. The Annual Income Amount will vary from year to year and can be lower in one Annuity Year than in the prior Annuity Year even if no Excess Income is taken.

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 Period. 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.

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. Cap Rates, upon renewal, may be higher or lower than the initial Cap Rate but will never be less than the Guaranteed Minimum Cap Rate. Renewal Cap Rates may differ from the Cap Rates used for new Annuity contracts or for other Annuity contracts issued at different times.

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.

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.

Excess Income. All or any portion of an Income Withdrawal under the Benefit that causes cumulative withdrawals to exceed the Annual Income Amount, including any applicable Contingent Deferred Sales Charge, in an Annuity Year during the Income Stage. Each withdrawal of Excess Income proportionally reduces the Annual Income Amount for future years.

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.”

1

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 Annuities Service Center: (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.

Income Deferral Rate: During the Savings Stage, the Income Deferral Rate is an annual percentage added to the Income Percentage each year until the Income Effective Date. The Income Deferral Rate is based on the age of the Protected Life or the younger of the Joint Protected Lives on the Index Effective Date and does not change for the life of the Contract.

Income Effective Date: The date you elect to start the Income Stage under the Benefit. The Income Effective Date must be on an Index Anniversary Date.

Income Percentage: The rate applied under the Benefit to determine your initial Annual Income Amount. The Income Percentage is based on the age of the Protected Life, or the younger of the Joint Protected Lives on the Index Effective Date. Prior to the Income Effective Date, the Income Percentage includes any applicable Income Deferral Rate credits. If the Joint Protected Life has been added, changed, or removed before the Income Effective Date, the Annual Income Amount will be based on the applicable Income Percentage and Income Deferral Rate based on the younger of the Protected Life or Joint Protected Lives as of the Index Effective Date.

Income Withdrawals: During the Income Stage, the amounts allowed to be withdrawn under the Benefit without being considered Excess Income.

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 Index Effective Date. You may allocate available Account Value to a new Index Strategy(ies) or to the Variable Subaccount 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, as long as the same Index Strategy(ies) is still available.

Index Credit: The percent of Index Return used to calculate the amount you receive on an Index Strategy End Date. The Index Credit can be negative, meaning you can lose principal and prior earnings. This may be expressed as an amount or percentage.

Index Effective Date: The first day of the first Index Strategy allocation. The Index Effective Date will be the same as the Issue Date of your Annuity.

Index Linked Variable Income Benefit: A living benefit rider that is automatically included with the contract at issue and becomes effective on the Index Effective Date. This may also be referred to in the prospectus as the “Benefit.”

Index Linked Variable Income Benefit Supplement: The supplement that must accompany this prospectus which contains the Benefit Terms applicable to your Annuity. The Benefit Terms identified on the Index Linked Variable Income Benefit Supplement include the Income Percentages, the Income Deferral Rates, the Waiting Period, and the Benefit charge. We cannot change these Benefit Terms for your Annuity once they are established. We publish any changes to the Index Linked Variable Income Benefit Supplement at least seven calendar days before they take effect at www.prudential.com/n4-FlexGuard-income-indexed-va. The Index Linked Variable Income Benefit Supplement is also filed on EDGAR at www.sec.gov under Form S-3 File Number 333-252774.

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 Benefit charges, transfers or withdrawals that occur between an Index Strategy Start Date and Index Strategy End Date in the same proportion that the total withdrawal, transfer amount or Benefit charge 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.

2

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, Benefit charge, 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. We will establish your Issue Date when we receive your complete Purchase Payment and all information that we require for the purchase of a Contract in Good Order.

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 person named as having ownership rights in relation to the Annuity.

Payout Period: 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. Participation Rates, upon renewal, may be higher or lower than the initial Participation Rate but will never be less than the Guaranteed Minimum Participation Rate. Renewal Participation Rates may differ from the Participation Rates used for new Annuity contracts or for other Annuity contracts issued at different times.

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 this 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.

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 Prudential Annuities Life Assurance Corporation. 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 the creditors of Prudential Annuities Life Assurance Corporation.

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 (including zero) and the declared Step Rate. A different Step Rate may be declared for different Indices and Buffers. Step Rates, upon renewal, may be higher or lower than the initial Step Rate but will never be less than the Guaranteed Minimum Step Rate. Renewal Step Rates may differ from the Step Rates used for new Annuity contracts or for other Annuity contracts issued at different times.

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. Tier Levels, upon renewal, may be higher or lower than the initial Tier Level but will never be more than the Guaranteed Maximum Tier Level. Renewal Tier Levels may differ from the Tier Levels used for new Annuity contracts or for other Annuity contracts issued at different times.

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 Prudential Annuities Life Assurance Corporation Separate Account B. A Variable Investment Subaccount also may be referred to in this prospectus and the Annuity as a Variable Subaccount or Subaccount.

Waiting Period: The number of years a client is required to remain in the Savings Stage prior to establishing the Income Effective Date.

"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.

3

SUMMARY

This Summary describes key features of the Annuity offered in this prospectus. It is intended to give you an overview, and to point you to sections of the prospectus that provide greater detail. You should not rely on the Summary alone for all the information you need to know before purchasing the Annuity. You should read the entire prospectus for a complete description of the Annuity. Although this prospectus describes key features of the Annuity contract, the prospectus is a distinct document, and is not part of the Contract. Your Financial Professional can also help you if you have questions.

The Annuity: The FlexGuard Income index-linked and variable annuity Contract issued by Prudential Annuities Life Assurance Corporation 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.

The Index Linked Variable Income Benefit (the “Benefit”) attached to this Annuity has three distinct stages, the Savings Stage, Income Stage and Insured Income Stage. During the Savings Stage the Annuity provides a Variable Subaccount and Index Strategies as opportunities for growth or loss, with levels of downside protection available when allocating to the Index Strategies. During the Income Stage it provides lifetime income with potential for increases in income and some downside protection.

The Savings Stage is the period of time before the Income Effective Date. During the Savings Stage, you may allocate your Account Value among any of the Index Strategies and Variable Subaccounts we make available. You must remain in the Savings Stage for at least as long as the Waiting Period. During the Savings Stage, the Income Percentage includes the initial Income Percentage and any Income Deferral Rate which is added to the Income Percentage each year until the Income Effective Date.

The Income Stage is the time period beginning on the Income Effective Date and ending on the Valuation Day the Insured Income Stage begins. You may only establish your Income Effective Date on an Index Anniversary following the Waiting Period. Upon establishing an Income Effective Date, you must elect to take your Annual Income Amount based on the Protected Life or the Joint Protected Lives in effect when we receive your request to do so in Good Order. There are limited Index Strategies and no Variable sub-Accounts available during the Income Stage.

Once your Account Value is reduced to $0 as a result of Income Withdrawals in any Annuity Year that are less than or equal to the Annual Income Amount, we subsequently make Insured Income Stage payments until the death of the Protected Life or until both Joint Protected Lives have died, as applicable. In the Annuity Year in which your Account Value is reduced to $0, the only Insured Income Stage payment due, if any, equals the Annual Income Amount not yet withdrawn in that Annuity Year. In subsequent Annuity Years, the Insured Income Stage payment equals the Annual Income Amount in effect as of the date the Account Value was reduced to $0.

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 through a Buffer; 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-unitized separate account and are subject to the claims of the creditors of Prudential Annuities Life Assurance Corporation and the benefits provided are subject to the claims paying ability of Prudential Annuities Life Assurance Corporation.

Variable Investment Subaccount. The Variable Subaccounts we make available invest in Portfolios whose share price generally fluctuates each day. The Variable 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 Portfolios. 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. Variable Subaccounts are not available at issue. For more information on the Variable Investment Subaccount options available with this Annuity please refer to the Variable Subaccount Prospectus.

Benefit. The Benefit provides lifetime income payments initially based on a percentage of your Account Value and is built-in to your Annuity. Income Withdrawals can begin once the Waiting Period expires. Once Income Withdrawals begin your Index Strategies are limited to the 1-year Point-to-Point with Cap Index Strategies. If you no longer want or need the Benefit, you can cancel it from your Annuity on or after the Waiting Period. If you cancel the Benefit, we stop assessing the Benefit charge and you will not be allowed to re-elect the Benefit.

With the help of your Financial Professional, you choose how to allocate your money within your Annuity). Investing in Index Strategies and the Variable Investment Subaccount involves risk and you can lose your money. On the other hand, investing in the Annuity can provide you with the opportunity to grow your money through participation in Index Strategies and the Variable Investment Subaccount.

GENERALLY SPEAKING, INDEX-LINKED AND VARIABLE ANNUITIES ARE INVESTMENTS DESIGNED TO BE HELD FOR THE LONG TERM. WORKING WITH YOUR FINANCIAL PROFESSIONAL, YOU SHOULD CAREFULLY CONSIDER WHETHER AN INDEXED-LINKED AND VARIABLE ANNUITY IS APPROPRIATE FOR YOU GIVEN YOUR LIFE EXPECTANCY, NEED FOR INCOME, AND OTHER PERTINENT FACTORS.

You and your Financial Professional may want to discuss and consider the following factors when deciding whether the Annuity is appropriate for your individual needs: your age; the amount of your Purchase Payment; how long you intend to hold the Annuity (also referred to as “investment time horizon”); your need for lifetime income; your desire to make withdrawals from the Annuity and the timing of those withdrawals; your investment objectives; and your desire to minimize costs and/or maximize returns associated with the Annuity.

4

Risks: 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 can be greater in the case of an early withdrawal due to any surrender charges and the Interim Value associated with such withdrawals. Rates associated with the Index Strategies upon renewal may be higher or lower than initial rates and may differ from the rates used for new Annuity contracts or for other Annuity contracts issued at different times. There are also risks associated with the Benefit. Please see “Risk Factors” for additional information.

Purchase: In order to purchase an Annuity, you must be no younger than age 45 and no older than age 80. Also, we require a minimum Purchase Payment of $25,000. See your Financial Professional to complete an application.

The minimum age for Purchase applies to the youngest Owner as of the day we would issue the Annuity. The maximum age for Purchase applies to the oldest Owner as of the day we would issue the Annuity. If the Annuity is to be owned by an entity, the minimum age applies to the youngest Annuitant and the maximum age applies to the oldest Annuitant as of the day we would issue the Annuity.

After you purchase your Annuity, you will have a limited period of time during which you may cancel (or “Free Look”) the purchase of your Annuity. Your request for a Free Look must be received in Good Order within the applicable time period.

Index Strategies: The Annuity offers multiple Index Strategies which provide an Index Credit based on the Index Return of the Index associated with the Index Strategy. The Index Credit is the amount credited 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 principal and prior earnings. You may allocate all or a portion of your Purchase Payment into one or more Index Strategies. We currently offer the following Index Strategies: Point-to-Point with Cap, Tiered Participation Rate and Step Rate Plus.

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. 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/personal/annuities/products/flexguard-indexed-variable-annuity. New rates will be set for Index Strategy Terms upon Index Anniversary Dates. These rates may be different than rates previously applied to your Annuity and from the current rates that we are offering for newly issued contracts. 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 based on the S&P 500 Index, the MSCI EAFE Index, Invesco QQQ ETF and iShares Russell 2000 ETF. The Annuity offers 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. Please see “Index Strategies” for more information.

During the Income Stage of the Benefit, only the 1-year Point-to-Point with Cap Index Strategies are available.

5

Indices: We reserve the right to add and remove an Index at any time. If an Index is discontinued or changed in a manner that results in a material change in the formula or method of calculating the Index, we reserve the right to substitute it with an alternative Index and will notify you of any such substitution. Upon substitution of an Index, we will calculate your Index Return on the replaced Index up until the date of substitution and the substitute Index from the date of substitution to the Index Strategy End Date. An Index substitution will not change your Index Strategy. A substitution of an Index between the Index Strategy Start Date and Index Strategy End Date may impact the calculation of your Index Credit on the Index Strategy End Date. When we notify you of any substitution of an Index, we will also inform you of the potential impacts to your Index Credit.

Index Linked Variable Income Benefit: The built-in Benefit associated with the Annuity is a variable income benefit, which may allow you to receive your annual withdrawal amount over one lifetime (“Protected Life”), or over the Owner/Annuitant and their spouse’s lifetime (“Joint Protected Lives”).

You must remain in the Savings Stage for a minimum time period known as the Waiting Period. The Waiting Period is disclosed in the current Index Linked Variable Income Benefit Supplement.

Only upon an Index Anniversary Date following the Waiting Period can you elect to begin your Income Stage, thus establishing the Income Effective Date. The election form to start Income will be part of your Reallocation Notice and follows the timing rules of the annual Reallocation Notice as described in the “Index Strategies” section below.

Election to begin the Income Stage must occur on an Index Anniversary Date following the Waiting Period regardless of when in that year you will take your first Income Withdrawal. The election to start Income is irrevocable. On this date, you must designate single Protected Life or Joint Protected Lives. The designation of single or joint is irrevocable.

The initial Annual Income Amount (AIA) is calculated on the Income Effective Date, regardless of when the first Income Withdrawal occurs. If there is one Protected Life at the time the Income Stage begins, the AIA will be determined by applying the Single Protected Life Income Percentage (including Income Deferral) on the Annuity to the Account Value. If there are Joint Protected Lives, the AIA will be determined by applying the Joint Protected Lives Income Percentage (including Income Deferral) based on the youngest Protected Life on the Annuity to the Account Value. This is the only time your Account Value will be directly used to calculate the AIA.

Every Index Anniversary Date thereafter will result in a recalculation of the AIA based on the Index Credit applied to the Index Strategies, gross of fees, to which you are allocated. The change can be positive or negative and is described below in the “Index Linked Variable Income Benefit” section. If the Account Value is reduced to $0 (unless as a result of Excess Income), we will continue to pay the last calculated AIA as a guaranteed payment.

Interim Value: If you take a withdrawal (including partial withdrawals, systematic withdrawals, full surrenders, Income Withdrawals and Excess Income), transfer out of, annuitize, we process a Benefit charge, 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, withdrawal, or Benefit charge. If you withdraw, transfer a portion out of, or we process a Benefit charge from Account Value allocated to an Index Strategy, the withdrawal, transfer, or Benefit charge 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, transfer or Benefit charge. 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, transfer or Benefit charge 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. See “Interim Value” and “Access to Account Value” for more information.

Access To Your Money: You can receive access to your money by taking withdrawals or electing annuity payments. Please note that withdrawals may be subject to tax and may be subject to a Contingent Deferred Sales Charge. 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. In addition, any time a partial withdrawal occurs before the Index Strategy End Date, the Index Strategy Base will be reduced in the same proportion that the total withdrawal reduced the Interim Value. Please see “Access to Account Value” for more information. You may withdraw up to 10% of your Purchase Payments each year as further defined in Section “Free Withdrawal Amounts” without being subject to a Contingent Deferred Sales Charge.

You may elect to receive income through fixed annuity payments over your lifetime, also called “Annuitization”. If you elect to receive annuity payments, you convert your Account Value into a stream of future payments. This means in most cases you no longer have an Account Value and therefore cannot make withdrawals. We offer different types of annuity options to meet your needs. Please see “Annuity Options” for more information.

You may transfer Account Value between Variable Investment Subaccounts or from Index Strategies to Variable Investment Subaccounts at any time during the Savings Stage of the Benefit. 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. There is no charge for

6

such transfers. Please see “Managing Your Account Value” for more information. You must provide instructions for reallocation by the Index Anniversary Date. Failure to provide timely instructions may result in amounts being transferred into the Holding Account, which is allocated to the PSF PGIM Government Money Market Portfolio and could remain in that Account for up to a year until your next Index Anniversary Date.

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.

Fees and Charges: The Annuity is subject to certain fees and charges, as discussed in the “Fees and Charges” section in this prospectus. In addition, there are fees and expenses of the Portfolio. While no fees or charges are deducted from the amounts held in the Index Strategies except for the charge for the Benefit, the available Cap Rates, Participation Rates, Tier Levels, and Step Rates reflect the expenses related to the Index Strategies.

What does it mean that my Annuity is “tax deferred”? The Annuity is “tax deferred”, meaning you pay no taxes on any earnings from your Annuity until you withdraw the money. You may also transfer among the Index Strategies and the Variable Investment Subaccounts without paying a tax at the time of the transfer. When you take your money out of the Annuity, however, you will be taxed on the earnings at ordinary income tax rates. If you withdraw money before you reach age 591/2, you also may be subject to a 10% additional tax.

Please note that if you purchase the Annuity within a tax advantaged retirement plan, such as an IRA, SEP-IRA, Roth IRA, you will get no additional tax advantage through the Annuity itself. Because there is no additional tax advantage when an index-linked and variable annuity is purchased through one of these plans, the reasons for purchasing the Annuity inside a tax-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 advisor and Financial Professional regarding such features and benefits prior to purchasing the Annuity for use with a tax-qualified plan.

Other Information: Please see “Information About the Insurance Company and Separate Accounts” and “Additional Information” for more information about the Annuity, including legal information about the Company, Prudential Annuities Life Assurance Corporation Variable Annuity Account and the Index Strategies Separate Account.

7

RISK FACTORS

Risk of Loss – Index Strategies and Buffers

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. The Buffer is the amount of protected negative Index Return. Any negative Index Credit in excess of the Buffer reduces the Account Value allocated to the Index Strategy. 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. Sustained negative Index Returns may result in zero or negative Index Credits over multiple Index Strategy Terms.

Limitation on Index Strategy Returns - Cap Rate

If you elect an Index Strategy with a Cap Rate, the Index Credit is limited by any applicable Cap Rate, which means that your Index Credit could be lower than if you had invested directly in a fund based on the applicable Index. The Cap Rate exists for the full term of the Index Strategy. Cap Rates, upon renewal, may be higher or lower than the initial Cap Rate but will never be less than the Guaranteed Minimum Cap Rate. Renewal Cap Rates may differ from the Cap Rates used for new Annuity contracts or for other Annuity contracts issued at different times.

Index Strategy Returns – Participation Rates

If you elect an Index Strategy with a Participation Rate, your Index Credit may be limited if the applicable Participation Rate is less than 100%, which means that your Index Credit may be lower than if you had invested directly in a fund based on the applicable Index. If you elect an Index Strategy with applicable Participation Rates equal to 100%, your Index Credit will be equal to the Index Return. If applicable Participation Rates are greater than 100%, your Index Credit will exceed the Index Return. The Participation Rate does not guarantee any level of Index Return. Participation Rates apply for the full Index Strategy Term. Participation Rates are determined at our discretion.

Risks Associated with the Indices

Because the S&P 500 ® Index, MSCI EAFE Index, Invesco QQQ ETF and iShares Russell 2000 ETF are each comprised of a collection of equity securities, in each case the value of the component securities is subject to market risk, or the risk that market fluctuations may cause the value of the component securities to go up or down, sometimes rapidly and unpredictably. Market fluctuations can result from 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. In addition, the value of equity securities may increase or decline for reasons directly related to the issuers of the securities. Equity markets are subject to the risk that the value of the securities may fall due to general market and economic conditions. Market volatility may exist with these indices, which means that the value of the indices can change dramatically over a short period of time in either direction. When you allocate to an Index Strategy that is linked to the performance of one of the Indices, you are not investing in the Index.

With respect to the MSCI EAFE Index, international investing involves special risks not found in domestic investing, including political and social differences and currency fluctuations due to economic decisions. Emerging markets can be riskier than investing in well established foreign markets. The risks associated with investing on a worldwide basis include differences in the regulation of financial data and reporting, currency exchange differences, as well as economic and political systems differences.

When you allocate to an Index Strategy that is linked to the performance of an ETF you are not investing in the ETF. Index-based ETFs seek to track the investment results of a specific market index. Due to a variety of factors, including the fees and expenses associated with an ETF, an ETF’s performance may not fully replicate or may, in certain circumstances, diverge significantly from the performance of the underlying index. This potential divergence between the ETF and the specific market index is known as tracking error. Although we believe that we will be viewed as the owner of the Index Strategy for tax purposes, there is no legal guidance to indicate how the IRS might view access to an ETF linked Index Strategy coupled with frequent transfers among investment options.

When you allocate to an Index Strategy that is linked to the performance of one of the Indices, you will not have voting rights or rights to receive dividends or other distributions that direct holders of the securities comprising the Indices have.

Ukraine-Russia Conflict Risk. The military invasion of Ukraine initiated by Russia in February 2022 and the resulting response by the United States and other countries have led to economic disruptions, as well as increased volatility and uncertainty in the financial markets. It is not possible to predict the ultimate duration and scope of the conflict, or the future impact on U.S. and global economies and financial markets. The performance of the Indexes may be adversely affected. This risk could be higher for Indexes with exposure to European or Russian markets, including the MSCI EAFE index.

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, Income Withdrawals, Excess Income, annuitization, Benefit charges and surrenders paid before the Index Strategy End Date will be based on the Interim Value. Withdrawals, partial transfers, and Benefit charges before an Index Strategy End Date could have adverse impacts even if the value of the

8

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, transfer a portion out of, or we process a Benefit charge from Account Value allocated to an Index Strategy, the withdrawal, transfer, or Benefit charge 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, transfer, or Benefit charge 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.

Availability of Index Strategies will vary over time

Before allocating to an Index Strategy, you should determine the Index Strategies, Buffers, Cap Rates, Participation Rates and Step Rates available to you. We reserve the right to change rates and Buffers at any time. There is no guarantee that an Index Strategy will be available in the future. You should make sure the Index Strategies you select are appropriate for your investment goals. A change in Cap Rates may limit the Index Credit you receive. A change in Buffers may impact the amount of negative Index Credit applied to your Account Value. During the Income Stage, we will limit the Index Strategy allocation options available.

Reallocation of Index Strategies

At the end of an Index Strategy Term for an Index Strategy, the amount allocated to that Index Strategy will be reallocated based upon your instructions we received in Good Order, or if none has been received in Good Order, automatically renew into the same Index Strategy unless the Index Strategy End Date would be after the Maximum Annuity Date. During the Saving Stage, if the same Index Strategy is no longer available, the amount will be transferred into the Holding Account, and the amount may be transferred among the Variable Investment Subaccounts at any time or into another Index Strategy on the next Index Anniversary Date. During the Income Stage, if the current Index Strategy is no longer available and we have no additional instructions, we will automatically transfer these amounts into the Index Strategy with, in order of priority, the shortest Term, the highest Buffer, and the lowest Cap Rate. You must provide instructions for reallocation by the Index Anniversary Date. Cap Rates, Participation Rates, Step Rates and Tier Levels (together, “Rates), upon renewal, may be higher or lower than the initial Rates but will never be less than the Guaranteed Minimum Rates. Renewal Rates may differ from the Rates used for new Annuity contracts or for other Annuity contracts issued at different times. We will determine new Rates on a basis that does not discriminate unfairly within any class of contracts.

Substitution of an Index

We have the right to substitute a comparable index prior to the Index Strategy End Date if any Index is discontinued or if the calculation of an Index is substantially changed (such as a material change in the formula or method of calculating the Index). We would attempt to choose a substitute index that has a similar investment objective and risk profile to the replaced index and would notify you of any such substitutions. Upon substitution of an Index, we will calculate your Index Return on the replaced Index up until the date of substitution and the substitute Index from the date of substitution to the Index Strategy End Date. An Index substitution will not change your Index Strategy. The performance of the new Index may not be as good as the one that it substituted and as a result your Index Return may have been better if there had been no substitution. When we notify you of any substitution of an Index, we will also inform you of the potential impacts to your Index Credit.

Issuing Company

No company other than Prudential Annuities Life Assurance Corporation has any legal responsibility to pay amounts that the Company owes under the Annuity. You should look to the financial strength of the Company for its 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 the Company and the benefits provided under the Index Strategies are subject to the claims paying ability of the Company.

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.

Benefit Risks

The Benefit is automatically included in your Contract for an additional charge, but you cannot remove it until the Waiting Period has elapsed. If you remove the Benefit before Income Withdrawals begin, you will have paid for the Benefit without receiving any of its advantages. Additionally, if you remove the Benefit, you cannot re-elect it at any point in the future.

Income Withdrawals and the Benefit may also end prematurely if you take Excess Income or you annuitize your Contract.

9

On the Income Effective Date, we base your initial income payment under the Benefit on the Income Percentage you receive at issue increased by the Income Deferral Credit and your Account Value. Decreases in Account Value due to negative Index performance, deductions for Insurance charges and expenses, withdrawals and Benefit charges prior to the Income Effective Date will decrease the initial income payment amount available to you.

After the Income Effective Date, your Annual Income Amount can increase or decrease based on the Index Credits associated with your chosen Index Strategies.

We base Income Withdrawals on the lifetime of a Protected Life or Joint Protected Lives designated at issue. If you change Owners or Beneficiary(s), we may terminate the Benefit prematurely.

Risk of Change to the Index Linked Variable Income Benefit Supplement Prior to the Issue Date

The Benefit Terms (Income Percentages, Income Deferral Rates, Waiting Period, and Benefit charge) for your Annuity are stated in the Index Linked Variable Income Benefit Supplement that is in effect on the date you sign your application. We send you a copy of the Index Linked Variable Income Benefit Supplement when we issue the Annuity. We cannot change these Benefit Terms for your Annuity once they are established. We publish any changes to the Benefit Terms in an amended Index Linked Variable Income Benefit Supplement at least seven calendar days before they take effect on www.prudential.com/n4-FlexGuard-income-indexed-va. The amended Index Linked Variable Income Benefit Supplement is also filed on EDGAR as www.sec.gov under Form S-3 File Number 333-252774. You can contact us to receive the Index Linked Variable Income Benefit Supplement applicable to your Annuity by calling our Annuities Service Center at the toll-free telephone number provided in this prospectus.

10

FEES AND EXPENSES

The following tables describe the fees and expenses that you will pay related to the Index Strategies offered with this Annuity. Additional information related to fees and expenses associated with the Variable Subaccount is provided in the Variable Subaccount Prospectus. The first table describes the fees and expenses that you may pay at the time you surrender the Annuity or make a partial withdrawal. State premium taxes may also be deducted.

ANNUITY OWNER TRANSACTION EXPENSES – CONTINGENT DEFERRED SALES CHARGES
Annuity Year	Percentage Applied Against Account Value being Withdrawn
	B SERIES
Annuity Year 1	7.0%
Annuity Year 2	7.0%
Annuity Year 3	6.0%
Annuity Year 4	5.0%
Annuity Year 5	4.0%
Annuity Year 6	3.0%
Annuity Year 7 or later	0.0%

    The years referenced in the CDSC table above refer to the years since Contract Issue Date. CDSCs are applied against the amount of Account Value being withdrawn.

Tax Charge: 0% - 3.5%

The Tax Charge is designed to approximate the taxes that we are required to pay and is assessed as a percentage of the Purchase Payment, Surrender Value, or Account Value as applicable. The Tax Charge currently ranges up to 3.5%. These taxes apply only in certain states.

Charge for the Index Linked Variable Income Benefit

The charge for the Benefit is an annual charge based on your Account Value on the Index Anniversary Date after all Index Credits have been applied but before any withdrawals that occur on that date. The Benefit charge rate is disclosed in the current Index Linked Variable Income Benefit Supplement.

11

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 principal and prior earnings. You must allocate all of your Purchase Payment 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.

We currently offer the following Index Strategies: Point-to-Point with Cap, Tiered Participation Rate and Step Rate Plus. These Index Strategies are explained below. Not all Index Strategies will be available with all Indices, Buffers, and in all available Index Strategy Terms. 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. Additions or removals would be effective with any newly issued contracts or upon reallocation for any existing contract holders. Removals would not impact existing contract holders currently allocated to an Index Strategy prior to the Index Strategy End Date. You will receive a Reallocation Notice 30 days prior to your Index Anniversary Date. You must provide instructions for reallocation (by any method allowable) by 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. For currently available Options please go to www.prudential.com/n4-FlexGuard-income-indexed-va.

The minimum amount required to allocate to any Index Strategy is $2,000. There is no maximum amount that can be allocated to an Index Strategy.

Index Strategy Term

The Index Strategy Term is 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 Strategy Terms of 1, 3, and 6 years are available and may vary based on the Index Strategy and whether you are in the Savings Stage or the Income Stage of the Benefit. The Index Strategy Start Date begins on the day you allocate funds to any Index Strategy, known as the Index Effective Date. The annual anniversary of this date is the Index Anniversary Date and will not change for the life of your contract. You may only allocate to an Index Strategy on an Index Anniversary Date.

Indices

Each Index Strategy references an Index that determines the Index Return used to compute the Index Credit. When you allocate to an Index Strategy that is linked to the performance of one of the Indices, you are not investing in the Index. We currently offer Index Strategies based on the following securities indices:

S&P 500 ® Index, Price Return (SPX). The S&P 500 ®Index is comprised of 500 stocks considered representative of the overall market and is exclusive of dividends. An index is unmanaged and not available for direct investment.

MSCI EAFE Index, Price Return (MXEA). The MSCI EAFE Index measures the equity market performance of 22 developed market country indices located in Europe, Australasia and the Far East and is exclusive of dividends. An index is unmanaged and not available for direct investment.

Invesco QQQ ETF, Price Return (QQQ). The Invesco QQQ ETF is an exchange-traded fund that seeks to track the investment results of the NASDAQ-100 Index®. The Index includes the 100 largest non-financial companies listed on the Nasdaq® based on market cap.

iShares® Russell 2000 ETF, Price Return (IWM). The iShares® Russell 2000 ETF seeks to track the investment results of the Russell® 2000 Index, an index composed of small-capitalization U.S. equities. The Russell® 2000 Index measures the performance of the small capitalization sector of the U.S. equity market, as defined by FTSE Russell.

When you allocate to an Index Strategy that is linked to the performance of an ETF you are not investing in the ETF. Index-based ETFs seek to track the investment results of a specific market index. Due to a variety of factors, including the fees and expenses associated with an ETF, an ETF’s performance may not fully replicate or may, in certain circumstances, diverge significantly from the performance of the underlying index. This potential divergence between the ETF and the specific market index is known as tracking error. Although we believe that we will be viewed as the owner of the Index Strategy for tax purposes, there is no legal guidance to indicate how the IRS might view access to an ETF linked Index Strategy coupled with frequent transfers among investment options.

Index Returns for Index Strategies linked to an ETF are based on the closing share price (price return) of each respective Index. Index Strategies linked to an ETF do not include dividends and other distributions declared by the Index.

If an Index is discontinued or substantially changes, we reserve the right to select an alternative Index and we will notify you of any such changes. For these purposes, an Index would be substantially changed if an index sponsor announces that it will make a material change in the formula for the Index or the method of calculating the Index or in any other way materially modifies the Index. We would attempt to choose a substitute Index that has a similar investment objective and risk profile to the replaced Index. Upon substitution of an Index, we will calculate your Index Return on the replaced Index up until the date of substitution and the substitute Index from the date of substitution to the Index Strategy End Date. An Index substitution will not change your Index Strategy. The performance of the new Index may not be as good as the one that it substituted and as a result your Index Return may have been better if there had been no substitution. When we notify you of any substitution of an Index, we will also inform you of the potential impacts to your Index Credit.

12

See Appendix B for important information about the Indices.

Withdrawals may be subject to tax charges and to a Contingent Deferred Sales Charge. Withdrawals taken from an Index Strategy before the Index Strategy End Date will be based on the Interim Value. In the case of a partial withdrawal before the Index Strategy End Date, the Index Strategy Base will be reduced in the same proportion that the total withdrawal reduced the Interim Value.

NOTE REGARDING EXAMPLES

The Examples set forth below, as well as other Examples found throughout this prospectus, are intended to illustrate how various features of the Annuity work. These Examples should not be considered a representation of past or future performance of any Index Strategies. Actual performance may be greater or less than those shown in the Examples. Similarly, the Index Returns in the Examples are not an estimate or guarantee of future Index performance. The Caps, Participation Rates, Step Rates, and Buffers for the Index Strategies shown in the following Examples are for illustrative purposes only and may not reflect actual declared rates. In addition, values may be rounded for display purposes only.

BUFFERS

The Buffer limits the amount of negative Index Credit that may be applied to the Account Value allocated to an Index Strategy. We will declare Buffers that will be available on the Index Strategy Start Date for each Index Strategy.

The Annuity offers Index Strategies with 5%, 10%, 15%, 20%, and 100% Buffers. The Buffer is the amount of the protected negative return. Any negative Index Credits in excess of the Buffer reduces the Account Value allocated to the Index Strategy.

EXAMPLE

Index Strategy Start Date = 1/8/2021

Index Strategy = 1-Year Point-to-Point with Cap and a 10% Buffer

Index Value at Index Strategy Start Date = 1569

Index Strategy Base = $100,000

Index Strategy End Date = 1/8/2022

Index Value at Index Strategy End Date = 1333

Index Return = -15% ((1333-1569)/1569)

Index Strategy Base upon Index Strategy End Date = $95,000 ($100,000-$5,000)

Because the Buffer protects the first 10% of the loss, the Index Strategy only experiences a 5% loss (-15% Index Return + 10% Buffer = -5% Loss) or $100,000*-5.00% = -$5,000.

The following year, assuming the same Index Strategy:

Index Strategy End Date = 1/8/2023

Index Value at Index Strategy End Date = 1298

Index Return = -3%

Index Strategy Base upon Index Strategy End Date = $95,000

Because the Buffer protects against the first 10% of the loss, the Index Strategy experiences no loss of Account Value because the loss in the Index Return was less than the 10% Buffer.

POINT-TO-POINT WITH CAP INDEX STRATEGY

The Cap Rate is the maximum rate that may be credited to an Index Strategy for any given Index Strategy Term. A different Cap Rate may be declared for different Indices, Buffers and Index Strategy Terms. The Point-to-Point with Cap Index Strategy is available in 1, 3, and 6-year Terms in the Savings Stage of the Benefit, and 1-year Terms only in the Income Stage of the Benefit.

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.

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.

EXAMPLES 1 AND 2

Cap: 12%; Buffer: 10%

1.Upside potential equals 100% of the Index Return up to a Cap of 12%

a.Example 1: if the Index increased by 4%, an amount that is less than the Cap, the Index Credit would be 4%.

13

b.Example 2: if the Index increased by 20%, which is greater than the Cap, the Index Credit would be 12%, which is equal to the Cap Rate.

2.Partial downside protection is provided through the Buffer where Index losses within the Buffer are protected. Index losses that exceed the Buffer will result in a loss of Account Value.

a.Example 1: if the Index decreased by 4%, an amount within the Buffer, the Index Credit would be 0%, with no loss of Account Value.

b.Example 2: if the Index decreased by 12%, which is greater than the 10% Buffer, there would be a loss of Account Value because the Index Credit would be -2%.

The initial Cap Rate applies to the initial Index Strategy Term. We will declare a Cap Rate for each subsequent Index Strategy Term. In some cases we may declare a Cap Rate for an Index Strategy as “uncapped” in which case the maximum Index Credit you may receive is equal to the Index Return, subject to the Buffer.

Subsequent Cap Rates may be higher or lower than the initial Cap Rate but will never be less than the Guaranteed Minimum Cap Rate. Subsequent Cap Rates may differ from the Cap Rates used for new contracts or for other contracts issued at different times. We will determine new Cap Rates on a basis that does not discriminate unfairly within any class of contracts. The Guaranteed Minimum Cap Rate may vary by Index Strategy Term. The Guaranteed Minimum Cap Rate equals 1.00% for a one-year Index Strategy Term, 5.00% for a three-year Index Strategy Term and 10.00% for a six-year Index Strategy Term.

STEP RATE PLUS INDEX STRATEGY

The Step Rate is the declared rate that will be credited to an Index Strategy for any given Index Strategy Term if the Index Return is between zero (including zero) and the declared Step Rate. When the Index Return is zero or positive, the Step Rate is the minimum amount of Index Credit that would be applied. The Participation Rate used in the Step Rate Plus Index Strategy is the percentage of an Index Return that may be credited if the Index Return exceeds the Step Rate. A Participation Rate only applies when the Index Return is positive and greater than the Step Rate.

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. 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.

A different Step Rate and Participation Rate may be declared for different Indices, Buffers, and Index Strategy Terms. The Step Rate Plus Index Strategy is only available in the Savings Stage of the Benefit.

EXAMPLES 1, 2 AND 3

Step Rate: 6%; Participation Rate: 90%; Buffer: 5%

1.Upside potential equals the Step Rate if the Index Return is between zero (including zero) and the declared 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.

•Example 1: if the Index increased by 4%, an amount that is less than the Step Rate, the Index Credit would be 6% (the Step Rate).

•Example 2: if the Index increased by 20%, which is greater than the Step Rate, the Index Credit would be the greater of 90% (the Participation Rate) of 20%, which is 18% or the Step Rate. In this Example, the Index Credit would be 18% as it is the greater value.

•Example 3: if the Index increased by 6.50%, which is greater than the Step Rate, the Index Credit would be the greater of 90% (the Participation Rate) of 6.50%, which is 5.85% or the Step Rate. In this Example, the Index Credit would be the Step Rate of 6% as it is the greater value.

2.Partial downside is provided through the Buffer where Index losses within the Buffer areprotected. Index losses that exceed the Buffer will result in a loss of Account Value.

•Example 1: if the Index decreased by 4%, an amount within the Buffer, the Index Credit would be 0%, with no loss of Account Value.

•Example 2: if the Index decreased by 12%, which is greater than the 5% Buffer, there would be a loss of Account Value because the Index Credit would be -7%.

There is no maximum amount of Index Credit with the Step Rate Plus Index Strategy.

The initial Step Rate and Participation Rate applies to the initial Index Strategy Term. We will declare new Step Rate and Participation Rate for each subsequent Index Strategy Term.

14

Subsequent Step Rates and Participation Rates may be higher or lower than the initial Step Rate and Participation Rate but will never be less than the Guaranteed Minimum Step Rate and Guaranteed Minimum Participation Rate. The Guaranteed Minimum Step Rate equals 1.00%. The Guaranteed Minimum Participation Rate will not be less than 60.00%. Subsequent Step Rates and Participation Rates may differ from the Step Rates and Participation Rates used for new contracts or for other contracts issued at different times. We will determine new Step Rates and Participation Rates on a basis that does not discriminate unfairly within any class of contracts.

TIERED PARTICIPATION RATE INDEX STRATEGY

The Participation Rate is the percentage of an Index Return that may be credited to an Index Strategy for any given Index Strategy Term. We will declare a 1st Tier Participation Rate, 2nd Tier Participation Rate, and a Tier Level at the start of each Index Strategy Term. The 1st Tier Participation Rate is used to calculate the Index Credit associated with any Index Return less than or equal to the declared Tier Level. The 2nd Tier Participation Rate is used to calculate the Index Credit associated with any Index Return greater than the declared Tier Level. A different Participation Rate and Tier Level may be declared for different Indices, Buffers, and Index Strategy Terms. Participation Rates only apply when the Index Return is positive. The Tiered Participation Rate Index Strategy is only available during the Savings Stage of the Benefit.

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 Index Return multiplied by the Participation Rate for the 1st tier and the remaining Index Return multiplied by the Participation Rate for the 2nd tier. 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.

EXAMPLES 1 AND 2

1st Tier Participation Rate: 100%; 2nd Tier Participation Rate: 140%; Tier Level: 30%; Buffer: 10%

1.Upside potential equals the Index Return multiplied by the Participation Rate associated with the Tier Level of 30%.

•Example 1: if the Index increased by 28%, which is less than the Tier Level, the Index Credit would be 100% of the 28% increase, which would be 28%.

•Example 2: if the Index increased by 68%, which is above the Tier Level, the Index Credit would be 100% of the first 30% increase plus 140% of the remaining 38% increase, which equals 83.2%.

2.Partial downside protection is provided through the Buffer where index losses within the Buffer are protected. Index losses that exceed the Buffer will result in a loss of Account Value.

•Example 1: if the Index decreased by 4%, an amount within the Buffer, the Index Credit would be 0%, with no loss of Account Value.

•Example 2: if the Index decreased by 12%, which is greater than the 10% Buffer, there would be a loss of Account Value because the Index Credit would be -2%.

There is no maximum amount of Index Credit with a Tiered Participation Rate Index Strategy.

The initial Participation Rates and Tier Levels apply to the initial Index Strategy Term. We will declare new Participation Rates and Tier Levels for each subsequent Index Strategy Term.

Subsequent Participation Rates may be higher or lower than the initial Participation Rates but will never be less than the Guaranteed Minimum Participation Rate. The Guaranteed Minimum Participation Rate equals 100%. Subsequent Tier Levels may be higher or lower than the initial Tier Level but will never exceed the Guaranteed Maximum Tier Level. The Guaranteed Maximum Tier Level equals 35%.

Subsequent Participation Rates and Tier Levels may differ from the Participation Rates and Tier Levels used for new contracts or for other contracts issued at different times. We will determine new Participation Rates and Tier Levels on a basis that does not discriminate unfairly within any class of contracts.

15

INDEX LINKED VARIABLE INCOME BENEFIT

The built-in Benefit associated with the Annuity is an index-linked variable income benefit, which allows you to receive your annual withdrawal amount over one lifetime (“Protected Life”), or over the Owner/Annuitant and their spouse’s lifetime (“Joint Protected Lives”).

You must remain in the Savings Stage for a minimum time period known as the Waiting Period. The Waiting Period is disclosed in the current Index Linked Variable Income Benefit Supplement.

Only upon an Index Anniversary Date following the Waiting Period can you elect to begin your Income Stage, thus establishing the Income Effective Date. The election form to start Income will be part of your Reallocation Notice and follows the timing rules of the annual Reallocation Notice. During the Income Stage of the Benefit, only the 1-year Point-to-Point with Cap Index Strategies are available so you may have to reallocate to those available Strategies.

Election to begin the Income Stage must occur on an Index Anniversary Date following the Waiting Period regardless of when in that year you will take your first Income Withdrawal. The election to start Income is irrevocable. On this date, you must designate single Protected Life or Joint Protected Lives. The designation of single or joint is irrevocable.

The Income Percentages are disclosed in the current Index Linked Variable Income Benefit Supplement and assigned as of the Index Effective Date will never change for the life of the Annuity. The rate applied to the Account Value to determine the Annual Income Amount is the Income Percentage. This percentage is based on the age of the Protected Life or younger of the Joint Protected Lives on the Index Effective Date.

The Income Deferral Rate is an additional annual percentage added to the Income Percentage each year until the Income Effective Date. This percentage will be based on the age of the Protected Life or younger of the Joint Protected Lives on the Index Effective Date and will not change for the life of the Benefit. The Income Deferral Rate will continue to apply even when withdrawals are taken prior to the Income Effective Date.

The initial Annual Income Amount (AIA) is calculated on the Income Effective Date, regardless of when the first Income Withdrawal occurs. If there is one Protected Life at the time the Income Stage begins, the AIA will be determined by applying the Single Protected Life Income Percentage on the Annuity to the Account Value. If there are Joint Protected Lives, the AIA will be determined by applying the Joint Protected Lives Income Percentage based on the youngest Protected Life on the Annuity to the Account Value. This is the only time the Account Value and Income Percentage will be directly used to calculate an AIA.

Every Index Anniversary Date thereafter will result in a recalculation of the AIA based on the Index Credit applied to the Index Strategies, gross of fees, to which you are allocated. The change can be positive or negative.

To maintain the Benefit, the Owner, Annuitant and Beneficiary designations must be one of the following and meet the minimum/maximum age requirements for the Benefit:

For Income Withdrawals to begin on a Protected Life basis:

•The Owner and Annuitant must be the same. Such person will be the Protected Life.

•If two Owners are named, the Annuitant must be one of the Owners. Such person will be the Protected Life. The other Owner must be the spouse of the Protected Life. No additional Owners may be named. While both Owners are alive,each Owner must be designated as the other Owner’s primary Beneficiary.

•If the Owner is an entity other than a custodial account that we permit, the Annuitant will be the Protected Life.

•If the Owner is a custodial account that we permit, the Annuitant will be the Protected Life and the custodian will be the sole primary Beneficiary.

For Income Withdrawals to begin on a Joint Protected Lives basis:

A Joint Protected Life may only be named and Income Withdrawals may be made on a Joint Protected Lives basis only if the Annuity would be eligible for Spousal Continuation (as defined in the Annuity) as of the date of the Owner’s death, subject to our rules.

•If one Owner is named, the Owner and Annuitant must be the same. Such person will be the Protected Life. The Joint Protected Life must be the spouse of the Protected Life and the sole primary Beneficiary.

•If two Owners are named, the Annuitant must be one of the Owners. Such person will be the Protected Life. The Joint Protected Life must also be an Owner and the spouse of the Protected Life. No additional Owners may be named. While both Joint Protected Lives are alive,each must be designated as the sole primary Beneficiary.

•If the Owner is an entity other than a custodial account that we permit, the Annuitant will be the Protected Life. The Joint Protected Life must be the spouse of the Protected Life and the sole primary Beneficiary.

•If the Owner is a custodial account that we permit, the Annuitant will be the Protected Life and the custodian will be the sole primary Beneficiary. The Joint Protective Life must be the spouse of the Protected Life and the sole primary Beneficiary of the custodial account.

16

A Joint Protected Life may be named or changed at any time prior to the Income Effective Date, subject to our acceptance. The Protected Life cannot be changed except in the event of divorce as described in the circumstances below. Upon receipt of notice of the divorce, and any other documentation we require, in Good Order at our Annuities Service Center:

•When a Protected Life is named: If the divorce occurs prior to the Income Effective Date and results in the removal of the Protected Life as an Owner (or Annuitant if entity owned) and the former spouse becomes the Owner (or Annuitant if entity owned) under the Annuity, the resulting Owner may choose to continue or terminate this Rider. If this Rider is continued, such resulting Owner (or Annuitant if entity owned) becomes the Protected Life under this Rider, however the Annual Income Amount will be determined using the applicable Joint Protected Life Income Percentage and Income Deferral Rate based on the younger of the new Protected Life and the Protected Life on the Effective Date.  Additionally, a Joint Protected Life may not be named. If divorce occurs after the Income Effective Date, and results in the removal of the Protected Life as an Owner (or Annuitant if entity owned) and the former spouse becomes the Owner (or Annuitant if entity owned) under the Annuity, this Rider will terminate.

•When Joint Protected Lives are named: If the divorce of the Joint Protected Lives results in the removal of the Protected Life as an Owner (or Annuitant if entity owned) and the Joint Protected Life becomes the Owner (or Annuitant if entity owned) under this Annuity, the resulting Owner may choose to continue or terminate this Rider.  If this Rider is continued, the resulting Owner (or Annuitant if entity owned) becomes the Protected Life under this Rider. If this occurs prior to the Income Effective Date, the Annual Income Amount will be determined using the applicable Joint Protected Life Income Percentage and Income Deferral Rate based on the younger of the Joint Protected Lives named under this Rider as of the divorce.  If divorce occurs after the Income Effective Date, the divorce will not result in a new Annual Income Amount and we will only make Income Payments as described below in the Income Payments section until the death of the new Protected Life. A new Joint Protected Life may not be named.

In most cases, change of ownership will trigger termination of the Benefit. The exceptions are when the beneficial owner is not changing (e.g. ownership is transferred from an individual to a trust /entity with the same tax ID, or vice versa) or transferred from one entity to another or limited divorce circumstances. Any change of Annuitant will cause the Benefit to terminate.

You will choose Single or Joint Life on the Index Anniversary Date in which you elect to start income following the Waiting Period. You may add, change or remove a Joint Protected Life at any time prior to the Income Effective Date. If a Joint Protected Life is added or changed, the Annual Income Amount will be adjusted to equal what it would have been had the Benefit been purchased with that Joint Protected Life named.

You must request to start Income on any Index Anniversary Date following the Waiting Period on an election form which must be received by us by the Index Anniversary Date you want Income to begin and will be part of your Reallocation Notice you are sent 30 days prior to any given Index Anniversary.

The Annual Income Amount (AIA) is the maximum dollar amount that can be withdrawn in any given Annuity Year during the Income Stage without being considered Excess Income. The first AIA is equal to the Account Value on the Income Effective Date, prior to the deduction of any fees or withdrawals that occur on that day, multiplied by the relevant Income Percentage including any Income Deferral Credits based on the rates established as of the Index Effective Date and the Index Effective Date age of the Protected Life (or youngest of the Protected Lives if Joint).

•Example (assuming no withdrawals or benefit charges):

▪Issue Date: 8/1/2021

▪Income Percentage at Index Effective Date: 3.75%

▪Income Deferral Rate at Index Effective Date: 0.25%

▪Purchase Payment: $50,000

▪Income Effective Date is 8/1/2026 (5 years after Issue Date)

▪Account Value on Income Effective Date: $100,000.

▪On the Income Effective Date, the Account Value will be multiplied by (3.75% + 5 x 0.25% = 5.00%), and the AIA is equal to $5,000 ($100,000 x 5.00%).

AIA will increase or decrease on each Index Anniversary Date based on the Index Credit of the Index Strategies to which your Account Value is allocated.

•Example (assuming no withdrawals or benefit charges):

▪Account Value on Income Effective Date: $100,000

▪Allocated 100% to the 1-Year Point-to-Point with Cap with a 10% Cap and a 10% Buffer

▪AIA for first year: $5,000

17

▪On the 1St Index Anniversary Date following the Income Effective Date, the Index Return is 9% and thus the Index Strategy receives an 9% Index Credit

▪The AIA will increase by 9%, and your AIA is reset to $5,450 (($5,000 x (1 + 9%)).

▪On 2nd Index Anniversary Date following the Income Effective Date, the Index Return is -15% and thus the Index Strategy receives a -5% Index Credit (-15% + 10% Buffer).

▪The AIA will decrease by 5%, and your AIA is reset to $5,177.50 (($5,450 x (1 + -5%)).

If you select multiple Index Strategies, we will use a weighted average of all Index Credits based on the percentage of Account Value in each Index Strategy to determine the AIA increase or decrease. To determine the change in the AIA, we take the sum of the Index Credit for each Index Strategy divided by the sum of the Index Strategy Base for each Index Strategy before any Index Credit, fees, or withdrawals on the Index Strategy End Date.

•Example (assuming no withdrawals or benefit charges):

▪Account Value on Income Effective Date: $100,000

▪Allocated to:

•1-Year Point-to-Point with Cap with 10% Buffer: 80%

•1-Year Point-to-Point with Cap with 15% Buffer: 20%

▪The Index Strategy Base Values for each Index Strategy are as follows:

•1-Year Point-to-Point with Cap with 10% Buffer: $80,000

•1-Year Point-to-Point with Cap with 15% Buffer: $20,000

▪AIA for first year: $5,000

▪Account Value on 1St Index Anniversary Date following the Income Effective Date after Index Credit, but before any other activity: $107,600 . Therefore, the Index Credit is ($107,600 – $100,000) = $7,600

▪The AIA will increase by 7.60%($7,600 / $100,000)), and your AIA will reset to $5,380 (($5,000 x (1 + 7.60%)).

▪The Index Strategy Base Values for each Index Strategy are as follows:

•1-Year Point-to-Point with Cap with 10% Buffer: $86,800

•1-Year Point-to-Point with Cap with 15% Buffer: $20,800

▪Account Value on 2nd Index Anniversary Date following the Income Effective Date after Index Credit, but before any other activity: $93,500. Therefore, the Index Credit is equal to ($93,500 – $107,600) = - $14,100

▪The AIA will decrease by 13.10% (-$14,100 / $107,600), and your AIA will reset to $4,675 (($5,380 x (1 + -13.10%)).

AIA is available as a lump sum or systematically throughout the year. Any unused AIA in a year cannot be carried over to future years.

Surrender Charges do not apply to Income Withdrawals equal to or less than the AIA even in the case where they are greater than the Free Withdrawal Amount.

EXCESS INCOME

All or any portion of an Income Withdrawal that exceeds the available Annual Income Amount for any given year during the Income Stage is considered Excess Income. Each withdrawal of Excess Income, including any applicable Contingent Deferred Sales Charge, proportionally reduces the Annual Income Amount that will be used in the recalculation of the Annual Income Amount on the next Index Anniversary Date. The proportional reduction is the ratio of the Excess Income to the Account Value immediately following the withdrawal of any applicable Income Withdrawal amount and prior to the withdrawal of the Excess Income.

For Example:

AIA = $5,500

Account Value = $100,000

Withdrawal = $10,000

Excess Income Amount = $4,500

A client takes a $10,000 withdrawal. Based on the information above, the AIA will be reduced to the following due to the client taking $4,500 Excess Income:

1.$10,000 (W/D) - $5,500 (AIA) = $4,500 (Excess Income)

2.$4,500 (Excess Income) / $94,500 (Account Value reduced by the AIA) = 4.76% (proportional reduction rate)

3.$5,500 (AIA prior to Excess Income) x 4.76% = $262 (Reduction to AIA)

4.$5,500 - $262 = $5,238 (New AIA after Excess Income)

Excess Income is subject to any applicable Surrender Charges.

18

Withdrawals that reduce the Account Value below the contractual minimum amount will only be allowed if they are less than or equal to the AIA.

If an Excess Income withdrawal reduces the Account Value to $0, the Annuity and Benefit will terminate. If the withdrawal is greater than the remaining Annual Income Amount -the Annuity is surrendered, and all benefits are reduced to zero, the Benefit terminates, and no additional payments are made. If you take more than the current remaining Annual Income Amountbecause of a Required Minimum Distribution (“RMD”), and the amount does not exceed the RMD we calculate, and the Account Value is reduced to $0, the Benefit continues as described above. For more information about Required Minimum Distributions and the Systematic Withdrawal Program, see the “Access to Account Value” section below.

TERMINATION OF BENEFIT

You may terminate the Benefit at any time after the Waiting Period, upon notification to us in Good Order. The Benefit will terminate upon the first to occur of the following events:

(1)the date we receive your request for full surrender of the Annuity or we receive your elective termination of the Benefit at our Annuities Service Center in Good Order;

(2)the date we receive Due Proof of Death of the Decedent if Income Withdrawals have not begun, unless Spousal Continuation occurs;

(3)the date we receive Due Proof of Death of the Protected Life if Income Withdrawals have begun on a Protected Life basis;

(4)the date we receive Due Proof of Death of the surviving Joint Protected Life if the Benefit was spousally continued;

(5)the date we receive Due Proof of Death of an Owner who is not a Protected Life or Joint Protected Life;

(6)the date we process a request to change any designation of the Annuity that either results in a violation of the “Owner, Annuitant and Beneficiary Designations” section of the Benefit or the Annuity, or is a change that is not permitted under our rules then in effect;

(7)the date you first allocate or transfer any portion of your Account Value to any Allocation Options to which you are not permitted at the time of the allocation or transfer;

(8)the date any portion of your Account Value is transferred to begin annuity payments;

(9) the date the Account Value is reduced to $0 as a result of withdrawals of Excess Income;

(10) the date of death of the Protected Life if it occurs after Insured Income Stage payments have begun on a Protected Life basis;

(11) the date of death of the last surviving Joint Protected Life if it occurs after Insured Income Stage payments have begun on a Joint Protected Life basis.

INSURED INCOME STAGE – ACCOUNT VALUE REACHES $0

If your Account Value is reduced to $0 (unless because of Excess Income), we will continue to pay the last calculated Annual Income Amount as a guaranteed payment. Guaranteed payments after the Account Value is reduced to $0 will be made from the General Account as annuity payments until the death of the Protected Life or remaining Protected Lives if income was being take on a Joint life basis.

In the Annuity Year in which your Account Value is reduced to $0, the only Insured Income Stage payment due, if any, equals the Annual Income Amount not yet withdrawn in that Annuity Year. In subsequent Annuity Years, the Insured Income Stage payment equals the Annual Income Amount in effect as of the date the Account Value was reduced to $0.

We will make such Insured Income Stage payments according to any then current instructions for withdrawals of the Annual Income Amount, unless we receive other instructions for such Insured Income Stage payments from you.  If no instructions are received and there are no current instructions for withdrawals of the Annual Income Amount, Insured Income Stage payments will be paid to you in equal monthly payments beginning on the first day of the month on or immediately following the date that your Insured Income Stage payments are set to begin.

All death benefit values will equal zero when the Account Value equals $0. If the calculated annual payment is less than $100, we will change the frequency of the payments, which will be at least annually.

We may recover from you or your estate any Insured Income Stage payments made after the death of the Protected Life or the remaining Joint Protected Life that would have otherwise resulted in the termination of the Benefit.

19

INFORMATION ABOUT THE INSURANCE COMPANY AND SEPARATE ACCOUNTS

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.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Prudential Annuities Life Assurance Corporation incorporates by reference into the prospectus its latest annual report on Form 10-K as of December 31, 2021 filed pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) since the end of the fiscal year covered by its latest annual report. In addition, all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act also are incorporated into the prospectus by reference. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated by reference into the prospectus but not delivered with the prospectus. Such information will be provided upon written or oral request at no cost to the requester by writing to Prudential Annuities Life Assurance Corporation, One Corporate Drive, Shelton, CT 06484 or by calling 1-800-879-7012. We file periodic reports as required under the Exchange Act. The SEC maintains an Internet site that contains reports, proxy, and information statements, and other information regarding issuers that file electronically with the SEC (see www.sec.gov). You can also visit www.prudential.com.

THE SEPARATE ACCOUNTS

The separate accounts are where Prudential Annuities Life Assurance Corporation sets aside and invests the assets supporting the Annuity. The assets of each separate account are held in the name of the Company, and legally belong to us. We will maintain assets in each separate account with a total market value at least equal to the cash surrender value and other liabilities we must maintain related to the Annuity obligations supported by such assets. The obligations under the Annuity are those of the Company, which is the issuer of the Annuity and the depositor of the separate accounts. More detailed information about the Company, including its audited financial statements, is provided in the Statement of Additional Information.

Separate Account B

The assets supporting obligations based on allocations to the Subaccounts are held in Subaccounts of Prudential Annuities Life Assurance Corporation Variable Account B, also referred to as “Separate Account B”. Separate Account B assets that are held in support of the 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. Thus, income, gains and losses from assets allocated to Separate Account B are credited to or charged against Separate Account B, without regard to other income, gains or losses of the Company or any other of our separate accounts.

Separate Account B was established by us pursuant to Connecticut law on November 25, 1987. Separate Account B also holds assets of other annuities issued by us with values and benefits that vary according to the investment performance of Separate Account B.

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.

Additional information related to Separate Account B is provided in a separate prospectus.

20

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.

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.

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 Period or the Insured Income Stage (if the Benefit is not terminated or cancelled), 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.

21

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 financial transactions involving purchase or redemption orders or transfers on any day that:

1.the NYSE is closed

2.trading on the NYSE is restricted;

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

4.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.

INTERIM VALUE OF INDEX STRATEGIES

On each Valuation Day during the year, other than the Index Strategy Start Date and Index Strategy End Date, each Index Strategy is valued using an Interim Value. The Interim Value is used to calculate amounts available for withdrawal (including systematic withdrawals), surrender, transfer, Income, Excess Income, annuitization or payment of a death claim. The Interim Value also is used to determine how much the Index Strategy Base will be reduced after a transfer, withdrawal or Benefit charge.

The Interim Value is also included in the Account Value and Surrender Value to reflect the amount in the applicable Index Strategy prior to the Index Strategy End Date. The Interim Value reflects the value of each Index Strategy taking into account the current price of the underlying Index, the time remaining until the Index Strategy End Date, and the current value of the investments we have made to fund our obligations under the Index Strategy. The Interim Value is an estimate of the current value of fixed income and derivative instruments we could purchase to assure our ability to meet our obligations to the Owner at an Index Strategy End Date. We use a portfolio of fixed income instruments and derivatives to replicate our obligations to calculate Index Credit for the Index Strategies. These derivatives are valued using the Black-Scholes Model. There are many external factors that may impact the Interim Value including changes in the Indices, changes in the interest rate environment, and volatility.

The Interim Value assesses the fair value of the assets allocated to the Index Strategy (Index Strategy Base) plus the current value of the portfolio of options utilized to replicate the performance of these Index Strategies.

The Interim Value for the applicable Index Strategy is equal to (1) + (2) where:

(1) is the fair value of the Index Strategy Base on the Valuation Day the Interim Value is calculated.

(2) is the current value of replicating the portfolio of options

1.The fair value of the Index Strategy Base is meant to represent the market value of the investments supporting each Index Strategy.

The Market Value Index Rate will apply on a uniform basis for a class of Owners in the same Index Strategy and will be administered in a uniform and non-discriminatory manner.

The Market Value Index Rate is the Bloomberg Barclays U.S. Intermediate Credit Index rate. The Bloomberg Barclays U.S. Intermediate Credit Index is the rate for the maturity using a set duration. The duration is set to represent the duration of the investments supporting the Index Strategy and may not match the actual length of the Index Strategy.

If the Bloomberg Barclays U.S. Intermediate Credit Index yield is not published for a particular day, then we will use the yield on the next day it is published. If the Bloomberg Barclays U.S. Intermediate Credit Index yield is no longer published, or is discontinued, then we may substitute another suitable method for determining this component of the Market Value Index Rate.

2.Current value of replicating the portfolio of options – We utilize a fair market value methodology to value replicating the portfolio of options that support this product.

For each Index Strategy, we solely designate and value options, each of which is tied to the performance of the Index associated with the Index Strategy. We use derivatives to provide an estimate of the gain or loss on the Index Strategy Base that could occur at the end of the Index Strategy Term. This estimate also reflects the impact of the Cap Rate, Participation Rate, Tier Level, Step Rate and Buffer at the end of the Index Strategy Term as well as the estimated cost of exiting the replicating options prior to the Index Strategy End Date. The valuation of the options is based on standard methods for valuing derivatives and based on inputs from third party vendors. The methodology used to value these options is determined solely by us and may vary, higher or lower, from other estimated valuations or the actual selling price of identical derivatives. Any variance between our estimated fair value price and other estimated or actual prices may be different from Index Strategy type to Index Strategy type and may also change from day to day.

22

See Appendix A for additional information regarding the Interim Value calculation.

EXAMPLE

Index Effective Date: 12/2/2019

Purchase Payment: $150,000

Allocated to:

1.33% 1-Year Step Rate Plus; S&P 500; Step Rate 5%; Participation Rate 90%; Buffer 5%

2.33% 3-Year Point-to-Point Cap Rate; S&P 500; Cap Rate 75%; Buffer 10%

3.34% 6-Year Tiered Participation Rate; S&P 500; Tier 1 100%; Tier 2 140%; Tier Level 30%; Buffer 10%

Note on examples: months are assumed to have 30 days and years are assumed to have 365 days.

On the Index Effective Date
	Step Rate Plus	Point-to- Point Cap Rate	Tiered Part Rate
Index Strategy Term (in months)	12	36	72
Months elapsed since Index Strategy Start Date	0	0	0
Index Strategy Base	$49,500	$49,500	$51,000
Buffer	5%	10%	10%
Index Strategy rate	5%	75%	100%/140%
Months until Index Strategy End Date	12	36	72
Market Index Rate on Index Strategy Start Date	2.00%	5.00%	8.00%
Starting Index Value	1,000
Total Account Value	$150,000
Index Return is Negative
Months elapsed since Index Strategy Start Date	9	9	9
Time Remaining in Index Strategy Term (in months)	3	27	63
Index Value on Calculation Date	800
Index Return on Calculation Date	-20%
Market Index Rate on Calculation Date	3.00%	6.00%	9.00%
1.    Fair Value of Index Strategy Base	$48,496.25	$46,847.82	$45,813.71
2.    Options value	$(7,401.54)	$(6,166.88)	$(5,753.38)
Sum of 1 + 2	$41,094.71	$40,680.95	$40,060.33
Interim Value for each Strategy (1+2)	$41,094.71	$40,680.95	$40,060.33
Total Account Value		$121,835.99

The Index Strategy Rate may differ depending on the Index Strategy, which is further outlined in Appendix A.

23

Index Return is Positive
Months elapsed since Index Strategy Start Date	9	9	9
Time Remaining in Index Strategy Term (in months)	3	27	63
Index Value on Calculation Date	1200
Index Return on Calculation Date	20%
Market Index Rate	3.00%	6.00%	9.00%
1.    Fair Value of Index Strategy Base	$48,496.25	$46,847.82	$45,813.71
2.    Options value	$8,887.29	$10,009.66	$13,519.43
Sum of 1 + 2	$57,383.54	$56,857.49	$59,333.14
Interim Value for each Strategy (1+2)	$57,383.54	$56,857.49	$59,333.14
Total Account Value	$173,574.17

The Index Strategy Rate may differ depending on the Index Strategy, which is further outlined in Appendix A.

The following Examples are applicable in Pennsylvania.

EXAMPLE

Index Effective Date: 12/2/2019

Purchase Payment: $150,000

Allocated to:

4.33% 1-Year Point-to-Point Cap Rate; S&P 500; Cap Rate 17%; Buffer 10%

5.33% 3-Year Point-to-Point Cap Rate; S&P 500; Cap Rate 75%; Buffer 10%

6.34% 6-Year Tiered Participation Rate; S&P 500; Tier 1 100%; Tier 2 140%; Tier Level 30%; Buffer 10%

Note on examples: months are assumed to have 30 days and years are assumed to have 365 days.

24

On the Index Effective Date
	Point-to-Point Cap Rate	Point-to- Point Cap Rate	Tiered Part Rate
Index Strategy Term (in months)	12	36	72
Months elapsed since Index Strategy Start Date	0	0	0
Index Strategy Base	$49,500	$49,500	$51,000
Buffer	10%	10%	10%
Index Strategy rate	17%	75%	100%/140%
Months until Index Strategy End Date	12	36	72
Market Index Rate on Index Strategy Start Date	2.00%	5.00%	8.00%
Starting Index Value	1,000
Total Account Value	$150,000
Index Return is Negative
Months elapsed since Index Strategy Start Date	9	9	9
Time Remaining in Index Strategy Term (in months)	3	27	63
Index Value on Calculation Date	800
Index Return on Calculation Date	-20%
Market Index Rate on Calculation Date	3.00%	6.00%	9.00%
1.    Fair Value of Index Strategy Base	$49,082.84	$47,199.12	$45,965.59
2.    Options value	$(5,155.19)	$(6,166.88)	$(5,753.38)
Interim Value for each Strategy (1+2)	$43,927.65	$41,034.24	$40,212.21
Total Account Value		$125,174.10

The Index Strategy Rate may differ depending on the Index Strategy, which is further outlined in Appendix A.

Index Return is Positive
Months elapsed since Index Strategy Start Date	9	9	9
Time Remaining in Index Strategy Term (in months)	3	27	63
Index Value on Calculation Date	1200
Index Return on Calculation Date	20%
Market Index Rate	3.00%	6.00%	9.00%
1.    Fair Value of Index Strategy Base	$49,082.84	$47,199.12	$45,965.59
2.    Options value	$7,583.70	$10,009.66	$13,519.43
Interim Value for each Strategy (1+2)	$56,666.54	$57,208.78	$59,485.02
Total Account Value	$173,360.34

The Index Strategy Rate may differ depending on the Index Strategy, which is further outlined in Appendix A.

25

PURCHASING YOUR ANNUITY

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.

Purchase Payment: Unless we agree otherwise and subject to our rules, the Annuity has a required minimum Purchase Payment of $25,000. The Annuity is a single premium contract which means any additional Purchase Payments will not be accepted once the Annuity has been issued.

All Purchase Payments making up the single premium are required prior to issuing the Annuity. Purchase Payments must be received within 60 days of the application signed date. The Purchase Payments will remain uninvested until all monies are received and the Annuity is issued. We will issue your Annuity and allocate your complete Purchase Payment within two Business Days after we receive your complete Purchase Payment and all information that we require for the purchase of an Annuity in Good Order. We reserve the right to reject a Purchase Payment that is comprised of multiple payments paid to us over a period of time. If we permit you to make multiple payments as part of your initial Purchase Payment, the Annuity will not be issued until all such payments are received in Good Order. We reserve the right to hold such multiple payments in a non-interest bearing account until the Issue Date.

No Purchase Payment will be accepted after the Annuity has been issued. You may allocate your complete Purchase Payment only to Index Strategies at issue. The Issue Date and Index Effective Date will always be the same.

We must approve any complete Purchase Payment where the total amount 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 Payment with respect to the Annuity and all other Annuities owned by the new Owner would equal or exceed that $1,000,000 threshold.

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 making up the complete Purchase Payment must be submitted by check drawn on a U.S. bank, in U.S. dollars, and made payable to us. Purchase Payments making up the complete Purchase Payment may also be submitted via 1035 exchange or direct transfer of funds. Under certain circumstances, Purchase Payments making up the complete Purchase Payment may be transmitted to us by wiring funds through your Financial Professional’s broker-dealer firm. 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 and complete Purchase Payment, we allocate your Purchase Payment, upon receipt, in your Annuity according to your instructions.

We are required to allocate your complete Purchase Payment within two (2) Valuation Days after we receive the complete Purchase Payment in Good Order at our Annuities Service Center. If we do not have all the required information to allow us to issue your Annuity, we may retain the Purchase Payment(s) 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(s) to you at that time, unless you specifically consent to our retaining the Purchase Payment(s) while we gather the required information. Once we obtain the required information, we will invest the complete Purchase Payment and issue an Annuity within two (2) Valuation Days.

As permitted by applicable law, the broker-dealer firm through which you purchase your Annuity may forward your complete 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 complete 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 Payment

Issuance of an Annuity represents our acceptance of the complete Purchase Payment. You may allocate your Purchase Payment to Index Strategies only. Allocations must be made in whole percentages and must equal 100%.

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.

26

Holding Account. The Holding Account is the PSF PGIM Government Money Market Portfolio. You may allocate to the PSF PGIM Government Money Market Portfolio only after the Issue Date. While the PSF PGIM Government Money Market Portfolio is the Holding Account for transfers out of Index Strategies mid-term, you may also allocate Account Value to the Portfolio during the Savings Stage after the Issue Date. The Portfolio is not available for allocation during the Income Stage.

Rate Determination.

In order for you to receive the rates associated with the Index Strategies reflected on the rate sheet found at www.prudential.com/personal/annuities/products/flexguard-indexed-variable-annuity, your Annuity application must be signed on or after the date set forth on the rate sheet and before a new rate sheet is established. From the date you sign your Annuity application, we must also receive that paperwork in Good Order within 15 calendar days, and the new Annuity must be issued within 45 calendar days from the date the application was signed. If these conditions are not met, and you decide to proceed with the purchase of the Annuity, you will receive the Index Strategy rates that are in effect on your Issue Date. Under certain circumstances we may waive these conditions or extend these time periods in a nondiscriminatory manner.

Applicable Income Percentage and Income Deferral Rates are disclosed in the current Index Linked Variable Income Benefit Supplement.

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 Annuities Service Center 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 Annuities Service Center, 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 Annuities Service Center 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 the complete Purchase Payment, we will return the greater of Account Value and the complete Purchase Payment.

MANAGING YOUR ACCOUNT VALUE

REALLOCATIONS/TRANSFER GUIDELINES

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

During the Income Stage, you may only allocate to the 1-year Point-to-Point with Cap Index Strategies and may not allocate to any Variable Subaccount.

You will receive a Reallocation Notice 30 days prior to each Index Anniversary Date. You must provide instructions for reallocation (by any method allowable) by 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. 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.

During the Savings Stage, you may partially or fully 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. If you wish to transfer to another Index Strategy, after transferring to the Variable Investment Subaccounts, you must wait until the next Index Anniversary Date.

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

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. During the Saving Stage, if the same Index Strategy is no longer available, the amount will be transferred into the Holding Account, and the amount may be transferred among the Variable Investment Subaccounts at any time or into another Index Strategy on the next Index Anniversary Date. During the Income Stage, if the current Index Strategy is no longer available and we have no additional instructions, we will automatically transfer these amounts into the Index Strategy with, in order of priority, the shortest Term, the highest Buffer, and the lowest Cap Rate. You must provide instructions for reallocation by the Index Anniversary Date.

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

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.

28

ACCESS TO ACCOUNT VALUE

TYPES OF DISTRIBUTIONS AVAILABLE TO YOU

You can access your Account Value through partial withdrawals, Income Withdrawals, systematic withdrawals, and where required for tax purposes, Required Minimum Distributions. Any withdrawals (including Required Minimum Distributions) prior to the Income Effective Date will have no impact on future Income amounts except in the reduction of the Account Value, which is used to set the initial Annual Income Amount on the Income Effective Date.

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 “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: $14,285.71 – $14,285.71 = $0

FREE WITHDRAWAL AMOUNTS

The Free Withdrawal amount is the amount that can be withdrawn from your Annuity each Annuity Year without the application of any CDSC. Within the CDSC period, the Free Withdrawal amount is equal to 10% of the Purchase Payment during the first Annuity Year and 10% of the Account Value on the previous Contract Anniversary Date after the first Annuity Year. Withdrawals made within an Annuity Year reduce the Free Withdrawal amount available for the remainder of the Annuity Year. If you do not make a Free Withdrawal during an Annuity Year, you are not allowed to carry over the Free Withdrawal amount to the next Annuity Year.

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

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

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

29

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

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.

If you establish a systematic withdrawal program to make withdrawals of the Annual Income Amount, we will automatically increase or decrease the withdrawal amounts each year as the Annual Income Amount is recalculated.

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 Index Strategies or Variable Subaccounts. 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% penalty 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 penalty 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% penalty.

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.

30

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 withdrawals for the amount of your Required Minimum Distribution are paid out through a program of systematic withdrawals that we make available, such withdrawals will not be considered Excess Income during the Income Stage even if the amount of your Required Minimum Distribution exceeds the available Annual Income Amount. Under the systematic withdrawal program, we will pay out the greater of your Required Minimum Distribution as of the end of the prior calendar year and your Annual Income Amount as of the prior Index Anniversary Date. You may elect to have your Required Minimum Distribution paid out monthly, quarterly, semi-annually or annually. Once the frequency of distributions is elected, it cannot be changed.

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.

WITHDRAWALS DURING THE INCOME STAGE

Income Withdrawals. Income Withdrawals reduce the Annual Income Amount available during an Annuity Year by the amount of the Withdrawal. Income Withdrawals during an Annuity Year that, in total, do not exceed the Annual Income Amount are not subject to any Contingent Deferred Sales Charges. Any unused Annual Income Amount cannot be carried over for use in future years.

Excess Income Withdrawals. Each withdrawal of Excess Income, including any applicable Contingent Deferred Sales Charge, proportionally reduces the Annual Income Amount for future years. Each proportional reduction is calculated by multiplying the Annual Income Amount by the ratio of Excess Income to the Account Value immediately after the withdrawal of any Annual Income Amount and before the withdrawal of the Excess Income. A withdrawal of Excess Income that brings your Account Value to $0, will result in termination of the Benefit and the Annuity.

Required Minimum Distributions. A Required Minimum Distribution is considered an Income Withdrawal from the Annuity during the Income Stage. The following rules apply with respect to a Required Minimum Distribution withdrawal.

If withdrawals for the amount of your Required Minimum Distribution are paid out through a program of systematic withdrawals that we make available, such withdrawals will not be considered Excess Income during the Income Stage even if the amount of your Required Minimum Distribution exceeds the available Annual Income Amount. Under the systematic withdrawal program, we will pay out the greater of your Required Minimum Distribution as of the end of the prior calendar year and your Annual Income Amount as of the prior Index Anniversary Date. You may elect to have your Required Minimum Distribution paid out monthly, quarterly, semi-annually or annually. Once the frequency of distributions is elected, it cannot be changed. Any additional withdrawals, if any, will be treated as Excess Income.

For purposes of this provision, Required Minimum Distributions are determined based on the value of this Annuity, and do not include the value of any other annuities, savings or investments subject to the Required Minimum Distribution rules. In any Annuity Year that the Required Minimum Distribution is greater than the Annual Income Amount, the excess amount of Income Withdrawals you make that exceed the Required Minimum Distribution amount calculated by us based on the value of this Annuity will be treated as Excess Income.

In any year in which the requirement to take Required Minimum Distributions is suspended by law, we reserve the right, 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 under this provision.

31

SURRENDERS

SURRENDER VALUE

During the Savings Stage and Income 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, any pro-rated Benefit charge, 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:

1.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;

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

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

4.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;

5.no additional Purchase Payments can be made to the Annuity; and

6.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:

1.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 Annuities Service Center; or

2.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.

32

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 spouse 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 fluctuations (net of the Insurance Charge).

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:

1.The Return of Purchase Payments Amount, defined below; AND

2.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 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 - 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 - 20%)

33

DEATH BENEFITS UNDER THE INDEX LINKED VARIABLE INCOME BENEFIT

Death of the Protected LifeDuring the Savings Stage. Upon receipt of Due Proof of Death of the Protected Life, the Benefit will terminate and the Death Benefit provision of your Annuity and any Death Benefit Rider made a part of your Annuity will apply. If Spousal Continuation occurs under the terms of the Annuity, the Benefit will remain in force unless we are instructed otherwise and the spouse who continues the Annuity and the Benefit becomes the Joint Protected Life. If this occurs, the Income Percentage and Income Deferral Rate will be based on the applicable Joint Protected Life Income Percentage correlated with the age of the younger of the Joint Protected Lives as of the Index Effective Date.

Death of the Joint Protected Life During the Savings Stage. The Benefit will remain in force unless we are instructed otherwise or if the death of the Joint Protected Life would cause the Death Benefit provision of the Annuity to apply and Spousal Continuation does not occur under the terms of the Annuity. Otherwise,the Annual Income Amount will continue to be based on the applicable Joint Protected Life Income Percentage correlated with the age of the younger of the Joint Protected Lives and no changes to the Joint Protected Lives are permitted.

Death of the Protected Life During the Income Stage. Upon receipt of Due Proof of Death of the single Protected Life, the Benefit will terminate and the Death Benefit provision of your Annuity and any Death Benefit made a part of your Annuity will apply.

Death of the Joint Protected Life During the Income Stage. The Benefit will remain in force unless we are instructed otherwise or if the death of the Joint Protected Life would cause the Death Benefit provision of the Annuity to apply and Spousal Continuation does not occur under the terms of the Annuity. Otherwise, the Annual Income Amount will continue to be based on the applicable Joint Protected Life Income Percentage correlated with the age of the younger of the Joint Protected Lives and no changes to the Joint Protected Lives are permitted.

Any withdrawals reduce the Return of Purchase Payment portion of the Death Benefit proportionally. A charge for the Benefit is not considered a withdrawal and should not reduce the Return of Purchase Payment portion of the Death Benefit.

34

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).

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. If in this instance 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:

1.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.

2.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

35

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.

3.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). For qualified annuities, the period certain option may be limited to 10 years or less depending on the circumstances. 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 up to 6% to remedy any underpayments and, for overpayments, up to 6% will be deducted from future amounts payable by us under your Annuity.

36

ADDITIONAL INFORMATION

Reserved Rights

In addition to rights specifically reserved elsewhere in this Annuity, we reserve the right to perform any or all of the following: (a) combine Variable Subaccount with other Variable Subaccounts; (b) combine the Variable Separate Account(s) shown in the Annuity Schedule with other "unitized" separate accounts; (c) combine the Index Strategies Separate Account with other “non-unitized,” “non-insulated” separate accounts; (d) deregister the Variable Separate Account(s) shown in the Annuity Schedule under the Investment Company Act; (e) operate the Variable Separate Account(s) shown in the Annuity Schedule as a management investment company under the Investment Company Act or in any other form permitted by law; (f) make changes required by any change in the federal securities laws, including, but not limited to, the Securities Act, the Exchange Act, the Investment Company Act, or any changes to the Securities and Exchange Commission’s interpretation thereof; (g) make changes that are necessary to maintain the tax status of your Annuity, any rider, amendment or endorsement attached hereto or any charge or distribution from your Annuity under the Code; (h) to establish a provision for federal income taxes if we determine, in our sole discretion, that we will incur a tax as a result of the operation of the Separate Account; (i) make any changes required by Federal or state laws with respect to annuity contracts; and (j) to the extent dictated by any underlying mutual fund, impose a redemption fee or restrict transactions within any Variable Subaccount. We reserve the right to modify this Annuity without receiving your prior consent, except as may be required by any applicable law, if we are required to make changes necessary to comply with state regulatory requirements, Internal Revenue Service ("IRS") requirements or other federal requirements.

If an Index is no longer available to us, or if the manner by which the Index is determined substantially changes, we will substitute a comparable Index. We may eliminate Variable Subaccounts, restrict or prohibit additional allocations to certain Variable Subaccounts, or substitute one or more new underlying mutual funds or Portfolios for the one in which a Variable Subaccount is invested in which case any reference to pro-rata allocations would include only those Variable Subaccounts that do not restrict or prohibit additional allocations. Substitutions may be necessary if we believe an underlying mutual fund or portfolio no longer suits the purpose of the Annuity. This may happen due to a change in laws or regulations, or a change in the investment objectives or restrictions of an underlying mutual fund or portfolio, or because the underlying mutual fund or portfolio is no longer available for investment, or for any other reason. We would obtain any regulatory prior approval. We would obtain any required regulatory prior approval. We will notify you and any assignee of the substitution.

Claims of Creditors

To the extent permitted by law, no payment or value under this Annuity is subject to the claims of your creditors or those of any other Owner, any Annuitant, or any Beneficiary.

Deferral of Transactions

We may defer any annuity payment for a period not to exceed the lesser of 6 months or the period permitted by law. If we defer a distribution or transfer from any annuity payout for more than thirty days, we will pay interest as required by state law. We may defer any distribution from any Allocation Option or any transfer from Allocation Options for a period not to exceed seven calendar days from the date the transaction is effected.

Facility of Payment

Subject to applicable law, we reserve the right, in settlement of full liability, to make payments to a guardian, conservator or other legal representative if a payee is legally incompetent.

Tax Reporting and Withholding

Events giving rise to such tax reporting and withholding include, but are not limited to: (a) annuity payments; (b) payment of Death Benefits; (c) other distributions from the Annuity; and (d) transfers and assignments.

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 the Company.

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

37

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.

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 www.prudential.com/personal/annuities/annuity-prospectuses or any other electronic means. We generally send a confirmation statement to you each time a financial transaction is made affecting Account Value, such as making additional Purchase Payments, transfers, exchanges or withdrawals. We may also send quarterly statements detailing the activity affecting your Annuity during the calendar quarter. We may confirm regularly scheduled transactions, including, but not limited to Systematic Withdrawals (including 72(t) and 72(q) payments and required minimum distributions) and electronic funds transfer in quarterly statements instead of confirming them immediately. You should review the information in these statements carefully. You may request additional reports or copies of reports previously sent. We reserve the right to charge up to $50 for each such additional or previously sent report. We will also send an annual report and a semi-annual report containing applicable financial statements for the Portfolios to Owners or, with your prior consent, make such documents available electronically through the website or other electronic means. Beginning on January 1, 2021, paper copies of the annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from us. Instead, the reports will be made available on the website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

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 Team

Call our Customer Service Team at 1-800-879-7012 during normal business hours.

38

Internet

Access information about your Annuity here: www.prudential.com/contact-us

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/contact-us. 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, www.prudential.com/contact-us. 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.

INDEMNIFICATION

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

39

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.

40

APPENDIX A – INTERIM VALUE OF INDEX STRATEGIES

Below is additional information regarding the Interim Value calculation.

    The Interim Value for an Index Strategy is equal to the sum of (1) and (2) where:

(1)Is the fair value of the Index Strategy Base on the Valuation Day the Interim Value is calculated. It is determined as (A - B) multiplied by [(1 + C) divided by (1 + D)]E, where:

A.The Index Strategy Base on the Valuation Day the Interim Value is calculated;

B.The fair value of the replicating portfolio of options under initial market conditions, with updated time to expiry;

C.The Market Value Index Rate on the Index Strategy Start Date;

D.The Market Value Index Rate on the Valuation Day the Interim Value is calculated; and

E.The total days remaining in the Index Strategy Term divided by 365.

(2) Is the fair value of the replicating portfolio of options.

In Pennsylvania, the Interim Value for an Index Strategy is equal to the sum of (1) and (2) where:

(1)Is the fair value of the Index Strategy Base on the Valuation Day the Interim Value is calculated. It is determined as (A -B) multiplied by [(1 +C) divided by (1 +D)]E where:

A.The Index Strategy Base on the Valuation Day the Interim Value is calculated;

B.The fair value of the replicating portfolio of options under initial market conditions, with straight-line amortization to the end of the Index Strategy Term;

C.The Market Value Index Rate on the Index Strategy Start Date;

D.The Market Value Index Rate on the Valuation Day the Interim Value is calculated; and

E.The total days remaining in the Index Strategy Term divided by 365.

(2) Is the fair value of the replicating portfolio of options.

When we calculate the Interim Value, we obtain market data for derivative pricing each business day from outside vendors. If these values are available and we are delayed in receiving these values, and cannot calculate a new Interim Value, we will use the prior business day’s Interim Value.

A-1

APPENDIX B – IMPORTANT INFORMATION ABOUT THE INDICES

S&P 500®:

“The S&P 500 Index is a product of S&P Dow Jones Indices LLC (“SPDJI”), and has been licensed for use by Prudential Annuities Life Assurance Corporation.  Standard & Poor’s®, S&P® and S&P 500® are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by Prudential Annuities Life Assurance Corporation. FlexGuard Income are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, any of their respective affiliates (collectively, “S&P Dow Jones Indices”).  S&P Dow Jones Indices makes no representation or warranty, express or implied, to the owners of the FlexGuard Income or any member of the public regarding the advisability of investing in securities generally or in FlexGuard Income particularly or the ability of the S&P 500 Index to track general market performance.  S&P Dow Jones Indices’ only relationship to Prudential Annuities Life Assurance Corporation with respect to the S&P 500 Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices or its licensors.  The S&P 500 Index is determined, composed and calculated by S&P Dow Jones Indices without regard to Prudential Annuities Life Assurance Corporation or the FlexGuard Income  S&P Dow Jones Indices have no obligation to take the needs of Prudential Annuities Life Assurance Corporation or the owners of FlexGuard Income into consideration in determining, composing or calculating the S&P 500 Index.  S&P Dow Jones Indices is not responsible for and has not participated in the determination of the prices, and amount of FlexGuard Income or the timing of the issuance or sale of FlexGuard Income or in the determination or calculation of the equation by which FlexGuard Income is to be converted into cash, surrendered or redeemed, as the case may be.  S&P Dow Jones Indices has no obligation or liability in connection with the administration, marketing or trading of FlexGuard Income. There is no assurance that investment products based on the S&P 500 Index will accurately track index performance or provide positive investment returns.  S&P Dow Jones Indices LLC is not an investment advisor.  Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice.  Notwithstanding the foregoing, CME Group Inc. and its affiliates may independently issue and/or sponsor financial products unrelated to FlexGuard Income currently being issued by Prudential Annuities Life Assurance Corporation but which may be similar to and competitive with FlexGuard Income.  In addition, CME Group Inc. and its affiliates may trade financial products which are linked to the performance of the S&P 500 Index. 

S&P DOW JONES INDICES DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO.  S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN.  S&P DOW JONES INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION, OWNERS OF THE FLEXGUARD INCOME, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO.  WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.  THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.”

MSCI EAFE:

THE FLEXGUARD INCOME IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI INC. ("MSCI"). ANY OF ITS AFFILIATES, ANY OF ITS INFORMATION PROVIDERS OR ANY OTHER THIRD PARTY INVOLVED IN, OR RELATED TO, COMPILING, COMPUTING OR CREA TING ANY MSCI INDEX (COLLECTIVELY, THE "MSCI PARTIES"). THE MSCI INDEXES ARE THE EXCLUSIVE PROPERTY OF MSCI. MSCI AND THE MSCI INDEX NAMES ARE SERVICE MARK(S) OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY THE COMPANY. NONE OF THE MSCI PARTIES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE ISSUER OR OWNERS OF FLEXGUARD INCOME OR ANY OTHER PERSON OR ENTITY REGARDING THE ADVISABILITY OF INVESTING GENERALLY OR PURCHASING FLEXGUARD INCOME OR THE ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI INDEXES WHICH ARE DETERMINED, COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO FLEXGUARD INCOME OR THE ISSUER OR OWNERS OF FLEXGUARD INCOME OR ANY OTHER PERSON OR ENTITY. NONE OF THE MSCI PARTIES HAS ANY OBLIGATION TO TAKE THE NEEDS OF THE ISSUER OR OWNERS OF FLEXGUARD INCOME OR ANY OTHER PERSON OR ENTITY INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE MSCI INDEXES. NONE OF THE MSCI PARTIES IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF FLEXGUARD INCOME TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY OR THE CONSIDERATION INTO WHlCH FLEXGUARD INCOME IS REDEEMABLE. FURTHER, NONE OF THE MSCI PARTIES HAS ANY OBLIGATION OR LIABILITY TO THE ISSUER OR OWNERS OF FLEXGUARD INCOME OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF THIS FUND.

ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES THAT MSCI CONSIDERS RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALlTY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES

B-1

MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER OF FLEXGUARD INCOME , OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES SHALL HAVE ANY LIABILlTY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. FURTHER, NONE OF THE MSCI PARTIES MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND THE MSCI PARITES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILlTY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO EACH MSCI INDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL ANY OF THE MSCI PARTIES HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILlTY OF SUCH DAMAGES. No purchaser, seller or holder of this product or any other person or entity, should use or refer to any MSCI trade name, trademark or service mark to sponsor, endorse, market or promote this product without first contacting MSCI to determine whether MSCl's permission is required. Under no circumstances may any person or entity claim any affiliation with MSCI without the prior written permission of MSCI.

Bloomberg Barclays U.S. Intermediate Credit Index:

BLOOMBERG® is a trademark and service mark of Bloomberg Finance L.P. BARCLAYS® is a trademark and service mark of Barclays Bank Plc, used under license. Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited (“BISL”) (collectively, “Bloomberg”), or Bloomberg’s licensors own all proprietary rights in the Bloomberg Barclays U.S. Intermediate Credit Index. Neither Barclays Bank PLC, Barclays Capital Inc., nor any affiliate (collectively “Barclays”) nor Bloomberg is the issuer or producer of FlexGuard Income and neither Bloomberg nor Barclays has any responsibilities, obligations or duties to owners of FlexGuard Income. The Bloomberg Barclays U.S. Intermediate Credit Index is licensed for use by the Company as the Issuer of FlexGuard Income. The only relationship of Bloomberg and Barclays with the Issuer in respect of Bloomberg Barclays U.S. Intermediate Credit Index is the licensing of the Bloomberg Barclays U.S. Intermediate Credit Index, which is determined, composed and calculated by BISL, or any successor thereto, without regard to the Issuer or FlexGuard Income or the owners of FlexGuard Income.

Additionally, the Compnay as the Issuer of FlexGuard Income may for itself execute transaction(s) with Barclays in or relating to the Bloomberg Barclays U.S. Intermediate Credit Index in connection with FlexGuard Income. Owners purchase FlexGuard Income from the Company and owners neither acquire any interest in Bloomberg Barclays U.S. Intermediate Credit Index nor enter into any relationship of any kind whatsoever with Bloomberg or Barclays upon purchasing FlexGuard Income. FlexGuard Income is not sponsored, endorsed, sold or promoted by Bloomberg or Barclays. Neither Bloomberg nor Barclays makes any representation or warranty, express or implied, regarding the advisability of purchasing in FlexGuard Income or the advisability of investing generally or the ability of the Bloomberg Barclays U.S. Intermediate Credit Index to track corresponding or relative market performance. Neither Bloomberg nor Barclays has passed on the legality or suitability of FlexGuard Income with respect to any person or entity. Neither Bloomberg nor Barclays is responsible for or has participated in the determination of the timing of, prices at, or quantities of FlexGuard Income to be issued. Neither Bloomberg nor Barclays has any obligation to take the needs of the Issuer or the owners of FlexGuard Income or any other third party into consideration in determining, composing or calculating the Bloomberg Barclays U.S. Intermediate Credit Index. Neither Bloomberg nor Barclays has any obligation or liability in connection with administration, marketing or trading of FlexGuard Income.

The licensing agreement between Bloomberg and Barclays is solely for the benefit of Bloomberg and Barclays and not for the benefit of the owners of FlexGuard Income, investors or other third parties. In addition, the licensing agreement between the Company and Bloomberg is solely for the benefit of the Company and Bloomberg and not for the benefit of the owners of FlexGuard Income, investors or other third parties.

NEITHER BLOOMBERG NOR BARCLAYS SHALL HAVE ANY LIABILITY TO THE ISSUER, OWNERS OR OTHER THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE BLOOMBERG BARCLAYS U.S. INTERMEDIATE CREDIT INDEX OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THEBLOOMBERG BARCLAYS U.S. INTERMEDIATE CREDIT INDEX. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER, THE OWNERS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE BLOOMBERG BARCLAYS U.S. INTERMEDIATE CREDIT INDEX OR ANY DATA INCLUDED THEREIN. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND EACH HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE BLOOMBERG BARCLAYS U.S. INTERMEDIATE CREDIT INDEX OR ANY DATA INCLUDED THEREIN. BLOOMBERG RESERVES THE RIGHT TO CHANGE THE METHODS OF CALCULATION OR PUBLICATION, OR TO CEASE THE CALCULATION OR PUBLICATION OF THE BLOOMBERG BARCLAYS U.S. INTERMEDIATE CREDIT INDEX, AND NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY MISCALCULATION OF OR ANY INCORRECT, DELAYED OR INTERRUPTED PUBLICATION WITH RESPECT TO THE BLOOMBERG BARCLAYS U.S. INTERMEDIATE CREDIT INDEX. NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS, EVEN IF ADVISED OF THE POSSIBLITY OF SUCH, RESULTING FROM THE USE OF THE BLOOMBERG BARCLAYS U.S. INTERMEDIATE CREDIT INDEX OR ANY DATA INCLUDED THEREIN OR WITH RESPECT TO FLEXGUARD INCOME. None of the information supplied by Bloomberg or Barclays and used in this publication may be reproduced in any manner without the prior written permission of both Bloomberg and Barclays Capital, the investment banking division of Barclays Bank PLC. Barclays Bank PLC is registered in England No. 1026167, registered office 1 Churchill Place London E14 5HP.]

Invesco QQQ ETF:

Invesco Capital Management LLC (“ICM”) serves as sponsor of Invesco QQQ TrustSM, Series 1 (“Invesco QQQ ETF”) and Invesco Distributors, Inc. (“IDI”), an affiliate of ICM serves as distributor for Invesco QQQ ETF. The mark “Invesco” is the property of Invesco Holding Company Limited and is used under license. That trademark and the ability to offer a product based on Invesco QQQ ETF have been licensed for certain purposes by

B-2

Prudential Annuities Life Assurance Corporation. Products offered by the Company are not sponsored, endorsed, sold or promoted by ICM or Invesco Holding Company Limited, and purchasers of such products do not acquire any interest in Invesco QQQ ETF nor enter into any relationship with ICM or its affiliates. ICM makes no representations or warranties, express or implied, to the owners of any products offered by the Company. ICM has no obligation or liability for any errors, omissions, interruptions or use of Invesco QQQ ETF or any data related thereto, or with the operation, marketing trading or sale of any products or services offered by the Company.

Nasdaq®, Nasdaq-100®, Nasdaq-100 Index®, and QQQ®, are registered trademarks of Nasdaq, Inc. (which with its affiliates is referred to as the “Corporations”) and are licensed for use for certain purposes by Prudential Annuities Life Assurance Corporation. FlexGuard Income (“Product”) has not been passed on by the Corporations as to their legality or suitability. The Product is not issued, endorsed, sold, or promoted by the Corporations. THE CORPORATIONS MAKE NO WARRANTIES AND BEAR NO LIABILITY WITH RESPECT TO THE PRODUCT(S).

iShares® Russell 2000 ETF:

The iShares® Russell 2000 ETF is distributed by BlackRock Investments, LLC. iShares® and BlackRock®, and the corresponding logos, are registered trademarks of BlackRock, Inc. and its affiliates (“BlackRock”) and are used under license. BlackRock has licensed certain trademarks and trade names of BlackRock to Prudential Annuities Life Assurance Corporation for certain purposes. Prudential Annuities Life Assurance Corporation’s products and services are not sponsored, endorsed, sold, or promoted by BlackRock, and purchasers of such products do not acquire any interest in the iShares® Russell 2000 ETF nor enter into any relationship of any kind with BlackRock. BlackRock makes no representations or warranties, express or implied, to the owners of any products offered by Prudential Annuities Life Assurance Corporation or any member of the public regarding the advisability of purchasing any product or service offered by Prudential Annuities Life Assurance Corporation. BlackRock has no obligation or liability for any errors, omissions, interruptions or use of the iShares® Russell 2000 ETF or any data related thereto, or in connection with the operation, marketing, trading or sale of any Prudential Annuities Life Assurance Corporation product or service offered by Prudential Annuities Life Assurance Corporation.

All rights in the Russell®2000 Index (the “Index”) vest in the relevant LSE Group company which owns the Index. Russell®2000 is a trademark of the relevant LSE Group company and is used by any other LSE Group company under license.

The Index is calculated by or on behalf of Frank Russell Company or its affiliate, agent or partner. The LSE Group does not accept any liability whatsoever to any person arising out of (a) the use of, reliance on or any error in the Index or (b) investment in or operation of FlexGuard Income. The LSE Group makes no claim, prediction, warranty or representation either as to the results to be obtained from FlexGuard Income or the suitability of the Index for the purpose to which it is being put by Prudential Annuities Life Assurance Corporation.

B-3

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

PART II

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Registrant anticipates that it will incur the following approximate expenses in connection with the issuance and distribution of the securities to be registered:

Accountant’s Fees & Expenses:	$20,000.00
Legal Fees & Expenses:	$20,000.00
Printing Fees & Expenses:	$5,000.00
Registration Fee:	$0.00

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

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 relates to indemnification of officers and directors.

ITEM 16. EXHIBITS

(a) Exhibits

(1) Principal Underwriting Agreement. (Note 2)

(1) (a) First Amendment to Principal Underwriting Agreement. (Note 3)

(2) Plan of acquisition, reorganization, arrangement, liquidation or succession. N/A

(4) (a) Contract (RILA-IND)(5/21). (Note 4).

(b) Annuity Schedule Page (RILA-SCHED-B)(5/21). (Note 4)

(c) Index Linked Variable Income Benefit Schedule (SCHED-VIB)(5/21). (Note 4)

(d) Index Linked Variable Income Benefit Rider (RID-VIB)(5-21). (Note 4)

(5) Opinion of Counsel as to legality of the securities being registered. (Note 1)

(8) Opinion re: tax matters. None

(15) Letter re unaudited interim financial information None.

(23) Written consent of Independent Registered Public Accounting Firm. (Note 1)

(24) 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. (Note 1) 

(96) Technical report summary. N/A

(99)(a) Coinsurance and Modified Coinsurance Agreement between Prudential Annuities Life Assurance Corporation and Pruco Life Insurance Company dated December 27, 2021. (Note 1)

(b) 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. (Note 1)

(107) Filing Fees. (Note 1)

(Note 1) Filed herewith.

(Note 2) Filed via EDGAR with Post-Effective Amendment No. 14 to Registration Statement No. 333-96577 filed April 21, 2006.

(Note 3) Filed via EDGAR with Post-Effective Amendment No. 49 to Registration Statement No. 333-96577 filed September 23, 2011.

(Note 4) Filed via EDGAR with Pre-Effective Amendment No. 1 to Registration Statement No. 333-252774 filed May 19, 2021

ITEM 17. UNDERTAKINGS

(a)The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i), (ii), and (iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement, or, is contained in a form of prospectus filed pursuant to §230.424(b) of this chapter that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) Not applicable.

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities

Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) - (g) Not applicable.

(h) Request for acceleration of effective date:

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, 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 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 Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jersey City State of New Jersey, on this 20th day of April 2022.

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

(Registrant)

James Bracken*

James Bracken
President and Chief Executive Officer, Director

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	DATE
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.

EXHIBIT INDEX

(5)	Opinion of Counsel as to legality of the securities being registered.
(23)	Written consent of Independent Registered Public Accounting Firm.
(24)	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.
(99) (a)	Coinsurance and Modified Coinsurance Agreement between Prudential Annuities Life Assurance Corporation and Pruco Life Insurance Company dated December 27, 2021.
(b)	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.
(107)	Filing Fees.

EX-FILING FEES

Calculation of Filing Fee Tables

Form S-3

(Form Type)

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security Type

Security Class Title

Fee Calculation Or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees Previously Paid

Other

Individual Index-Linked Annuity Interests (B Series)

Rule 457(o)

(1)

(1)

N/A

N/A

$0.00

Carry Forward Securities

Carry Forward Securities

Other

Individual Index-Linked Annuity Interests (B Series)

Rule 415(a)(6)

(1)

(1)

$867,649,113

N/A

Form S-3

333-252774

5/21/21

$109,100

Total Offering Amounts

$867,649,113

$0.00

Total Fees Previously Paid

$0.00

Total Fee Offsets

$0.00

Net Fee Due

$0.00

(1) The Amount Registered and the Proposed Maximum Offering Price Per Unit are not applicable because the securities are not issued in predetermined amounts or units.

EX-5

April 20, 2022

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:     Post-Effective Amendment No. 2 to Registration Statement on Form S-3

    SEC File No. 333-252774

    Prudential Annuities Life Assurance Corporation (Registrant)

Members of the Commission:

I have acted as counsel to Prudential Annuities Life Assurance Corporation (the “Company”), in connection with the Index Strategies Separate Account (the “Account”) established by the Board of Directors of Prudential Annuities Life Assurance Corporation (“PALAC”) as a non-insulated, non-unitized separate account for assets applicable to certain index-linked crediting strategy annuity contracts, pursuant to the provisions of Section 20-651 of the Arizona Insurance Code. I was responsible for the oversight of the preparation and review of the Registration Statement on Form S-3 filed by PALAC in 2022 with the U.S. Securities and Exchange Commission under the Securities Act of 1933 for the registration of certain index-linked crediting strategy annuity contracts issued with respect to the Account.

I am of the following opinion:

(1) PALAC was duly organized under the laws of the State of Arizona and is a validly existing corporation;

(2) the Account has been duly created and is validly existing as a non-insulated, non-unitized separate account pursuant to the provisions of the State of Arizona law, and

(3) the index-linked crediting strategy annuity contracts are legal and binding obligations of PALAC in accordance with their terms.

In arriving at the foregoing opinion, I have made such examination of law and examined such records and other documents as I judged to be necessary or appropriate.

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

EX-23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Prudential Annuities Life Assurance Corporation of our report dated March 14, 2022 relating to the financial statements and financial statement schedule, which appears in Prudential Annuities Life Assurance Corporation's Annual Report on Form 10-K for the year ended December 31, 2021.

PricewaterhouseCoopers LLP
New York, New York

April 20, 2022

1

EX-24

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

    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/ Ciara Burnham

                            Ciara A. Burnham

                            Director

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 4/4/2022.

/s/ Douglas A. French

                            Douglas A. French

                            Director

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 4/4/2022.

/s/ James Bracken

                            James Bracken

Director, President & Chief Executive Officer (Principal Executive Officer)

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 4/4/2022.

/s/ Jeffrey T. Condit

                            Jeffrey T. Condit

Serving in the function of Principal Accounting Officer

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/ Kai Talarek

                            Kai Talarek

                            Director, Senior Vice President &

Chief Financial Officer

(Principal Financial Officer)

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 4/4/2022.

/s/ Richard Patching

                            Richard Patching

                            Director

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 4/6/2022.

/s/ Samuel J. Weinhoff

                            Samuel J. Weinhoff

                            Director

EX-99.A

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

EX-99.B

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: