PRUDENTIAL ANNUITIES LIFE ASSURANCE CORP/CT FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Changes in Control or Registrant, Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits

Item 1.01. Entry into a Material Definitive Agreement.

Excluded Business Reinsurance Agreement

On December 27, 2021, PALAC and PLAZ entered into the Excluded Business
Reinsurance Agreement, which was effective as of December 1, 2021, and pursuant
to which PLAZ assumed from PALAC (a) on a coinsurance basis, 100% of all
liabilities of PALAC arising out of or resulting from the insurance or annuity
policies and contracts issued, assumed or entered into by PALAC with respect to
the Excluded Business as of and subsequent to the effective date of the Excluded
Business Reinsurance Agreement (the "Reinsured Contracts"), but excluding
amounts to be paid by PALAC 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") and (b) on a modified
coinsurance basis, 100% of the Separate Account Liabilities. The Excluded
Business will continue to be administered by PICA following the closing of the
transactions contemplated by the Stock Purchase Agreement.

Third Party Administration Agreement

On April 1, 2022, PALAC and PICA entered into the Third Party Administration
Agreement pursuant to which PICA will, itself, through its affiliates or through
subcontractors, provide agreed upon administrative services for substantially
all of the Business other than certain services to be provided under a Business
Underwriting Agreement and certain scheduled excluded services. The scope of and
standard of services to be provided by PICA are customary for an arrangement of
this type and similar to the scope and standard of services provided to
Prudential's legacy variable and fixed annuity business. Pursuant to the Third
Party Administration Agreement, PALAC will pay PICA a monthly fee.

109 Plan Third Party Administration Agreement

On April 1, 2022, PALAC and PICA entered into the 109 Plan Third Party
Administration Agreement pursuant to which PICA will, itself, through its
affiliates or through subcontractors, provide agreed upon administrative
services for the business relating to certain policies within the 109 Plan,
other than certain services to be provided under the Business Underwriting
Agreement and certain scheduled excluded services. The scope and standard of
services to be provided by PICA are customary for an arrangement of this type
and similar to the scope and standard of services provided to Prudential's
legacy variable and fixed annuity business. Pursuant to the 109 Plan Third Party
Administration Agreement, PALAC will pay PICA a monthly fee.

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Item 1.02. Termination of a Material Definitive Agreement.

In connection with the transactions contemplated by the Stock Purchase
Agreement, effective April 1, 2022, Prudential, along with certain of its
affiliates, and PALAC terminated certain intercompany agreements relating to tax
sharing, investments and general internal administration.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The transactions described under the Introductory Note of this Current Report on
Form 8-K, which is incorporated herein by reference, included the following
steps: (1) the acquisition by Fortitude Holdings of all the Shares; (2) the
transfer (a) by Prudential or its affiliates to PALAC of certain liabilities
arising under or relating to the Business and (b) by PALAC to Prudential or one
of its affiliates of certain assets not used or held for use exclusively in the
operation or conduct of the Business and certain liabilities; (3) the
reinsurance of the Excluded Business from PALAC to PLAZ; and (4) the payment of
one or more dividends or other distributions paid in cash or other mutually
agreed assets declared and lawfully paid by PALAC to Prudential of $756,519,519.

Item 5.01. Changes in Control of Registrant.

The information set forth in Item 2.01 of this Current Report on Form 8-K with
respect to the transaction contemplated by the Stock Purchase Agreement is
incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


Directors:

Resignation of Directors

In accordance with the terms of the Stock Purchase Agreement, on April 1, 2022,
effective as of the closing of the transactions contemplated by the Stock
Purchase Agreement, each of Robert E. Boyle, Caroline A. Feeney, Nandini Mongia, Dylan J. Tyson and Candace J. Woods resigned from the board of directors of
PALAC.

Appointment of Directors and Committee Appointments

In accordance with the terms of the Stock Purchase Agreement, on April 1, 2022,
effective as of the closing of the transaction contemplated by the Stock
Purchase Agreement, Fortitude Holdings, as sole shareholder of PALAC, appointed James Bracken, Ciara A. Burnham, Douglas A. French, Richard Patching, Brian T.
Schreiber, Kai Talarek and Samuel J. Weinhoff to the board of directors.
Effective as of the effective time of the transactions contemplated by the Stock
Purchase Agreement, the directors identified below were designated and appointed
to the following committees of the Company's board of directors:

Audit Committee:

Douglas A. French
Richard Patching
Samuel J. Weinhoff

Nominating and Compensation Committee:

Douglas A. French
Richard Patching
Samuel J. Weinhoff

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Biographical information for each of PALAC's directors is set forth below:

James Bracken, 55, President, Chief Executive Officer and Director. James
Bracken has served as the President, CEO and a Director of PALAC since April 1,
2022. He also serves as a Director and the Chief Executive Officer of Fortitude
Re, positions he has held since 2020 and 2018, respectively. Prior to joining
Fortitude Re, Mr. Bracken spent nearly 20 years in finance related positions in
the insurance industry in both Europe and the United States. He most recently
was the Chief Financial Officer of General Insurance at AIG, a position he held
from 2012 to 2018. Before joining AIG, Mr. Bracken spent eight years, from 1998
to 2006, at General Electric, where he held finance positions at Employers
Reinsurance Corporation, GE Frankona and GE Capital in Kansas, Munich and
Stamford. Prior to that, he worked for 10 years in the audit and business
advisory practice of Arthur Andersen, both in the UK and Chicago. Mr. Bracken has served as a member of the board of directors of various U.S., Canadian,
European and Asian insurance companies. Mr. Bracken is a graduate of Durham
University, United Kingdom and qualified as a chartered accountant in the UK. We
believe Mr. Bracken is a valuable member of our board because of his experience
in leadership roles at other companies in the insurance industry.

Ciara A. Burnham, Director. Ciara A. Burnham has served as a Director of PALAC
since April 1, 2022. Ms. Burnham also serves as a Director of Fortitude Re. In
addition to her role as a Director of PALAC, Ms. Burnham is a financial services
executive, board director and investor with three decades of experience across
the industry. Ms. Burnham serves on the boards of several financial services and
fintech companies, and also works with non-profit organizations focused on ESG,
social impact and education. Ms. Burnham spent two decades as a Senior Managing
Director with Evercore, the global investment bank, where she worked across both
the investment banking and investment management businesses. Ms. Burnham joined
Evercore shortly after its inception and played a significant leadership role in
the build-out of the firm's presence on a global basis. She has worked with
early stage fintech companies as a senior advisor and partner with QED, a
leading venture capital firm. Earlier in her career, Ms. Burnham was an equity
research analyst with Sanford Bernstein and a consultant with McKinsey. Ms. Burnham received an A.B. cum laude from Princeton University and an M.B.A.
with honors from Columbia Business School. She serves as Chair of the Board of
Trustees for EDC, a leading non-profit working globally in education, healthcare
and economic opportunity. Ms. Burnham is a member of the Advisory Boards of the
Tamer Center for Social Enterprise and the Program for Financial Studies at
Columbia Business School. We believe Ms. Burnham is a valuable member of our
board because of her experience in the financial services industry and her work
with non-profit organizations focused on ESG, social impact and education.

Douglas A. French, Director. Douglas A. French has served as a Director of PALAC
since April 1, 2022. Mr. French serves on the Audit Committee and the Nominating
and Compensation Committee. Mr. French also serves as a Director of Fortitude
Re. In addition to his role as a Director of PALAC, Mr. French is the recent
Managing Principal of the Insurance and Actuarial Advisory Services practice of
Ernst & Young LLP's Financial Services Organization. Mr. French has spent more
than 35 years in actuarial consulting. Before joining Ernst & Young LLP in 1999,
he was a principal and global practice director of a major actuarial consulting
firm. As a senior consultant, Mr. French has drawn on his global experiences to
assist life, health and property/casualty clients in mergers and acquisitions,
strategic planning, enterprise risk and capital management, financial reporting
and management, financial projections and modeling and distribution economics
and effectiveness. Throughout his career, he has not only maintained his
technical actuarial skills, but has also strived to understand the broader
strategic implications and drivers for the insurance industry and its
participants. His deep understanding of the industry allows him to translate
concepts and business models into active strategies and tactics for his clients. Mr. French is a frequent speaker at industry seminars and author in industry
publications. He is also a former Corporate Advisory Council member of the
International Association of Black Actuaries, a College of Natural Sciences
Advisory Council participant at the University of Texas at Austin and an
Emeritus Trustee of The Actuarial Foundation. In 2018, Mr. French received the
Society of Actuaries Distinguished Service Award for significant contributions
to the actuarial profession. Mr. French holds a B.S. in Mathematics from the
University of Texas at Austin. We believe Mr. French is a valuable member of our
board because of his robust experience in actuarial consulting.

Richard Patching, Director. Richard Patching has served as a Director of PALAC
since April 1, 2022. Mr. Patching serves on the Audit Committee and the
Nominating and Compensation Committee. Mr. Patching also serves as a Director of
Fortitude Re. In addition to his role as a Director of PALAC, Mr. Patching is a
Chartered

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Accountant and member of both the Bermuda and England & Wales Institutes. For
almost 25 years Mr. Patching was a partner with PricewaterhouseCoopers (PwC)
providing audit and advisory services to Bermuda's insurance and reinsurance
industry, including several of its largest companies. In addition to conducting
audits of statutory and regulatory filings, Mr. Patching led a wide range of
assignments focused on, among other things, analyzing enterprise risk and
providing internal audit services to a number of insurance entities. Mr. Patching was also appointed Territory Assurance Leader and subsequently
acted as Managing Partner of the firm. For several years, he represented the
Bermuda firm as a member of PwC's Global Insurance Leadership Team. Mr. Patching retired from PwC Bermuda in June 2014. He resides in Bermuda. We believe Mr. Patching is a valuable member of our board because of his experience working
closely with companies in Bermuda's insurance and reinsurance industry.

Brian T. Schreiber, Director. Brian T. Schreiber has served as a Director of
PALAC since April 1, 2022. Mr. Schreiber also serves as a Director of Fortitude
Re. In addition to his role as a Director of PALAC, Mr. Schreiber is a Managing
Director and Head of Carlyle Insurance Solutions, a business unit at Carlyle.
Prior to joining Carlyle, Mr. Schreiber spent 20 years at AIG in a variety of
. . .

Item 7.01. Regulation FD Disclosure.

On April 1, 2022, Prudential Financial, Inc. and Fortitude Holdings issued a
joint press release announcing the closing of the transactions contemplated by
the Stock Purchase Agreement. The full text of the joint press release issued in
connection with the announcement is furnished as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated by reference herein.

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Exhibit 99.1 is being furnished under Item 7.01 and shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or otherwise subject to the liability of such section, nor
shall such exhibit be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act.

Cautionary Statement Regarding Forward-Looking Information

Certain of the statements included in this communication, such as those
regarding Fortitude Re's strategy and PALAC with respect to the products it
offers and the growth prospects and market sensitivity of its business
constitute forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. Words such as "expects," "believes,"
"anticipates," "includes," "plans," "assumes," "estimates," "projects,"
"intends," "should," "will," "shall" or variations of such words are generally
part of forward-looking statements. Forward-looking statements are made based on
management's current expectations and beliefs concerning future developments and
their potential effects upon Fortitude Re and its subsidiaries (including
PALAC). There can be no assurance that future developments affecting Fortitude
Re and its subsidiaries will be those anticipated by management. These
forward-looking statements are not a guarantee of future performance and involve
risks and uncertainties, and there are certain important factors that could
cause actual results to differ, possibly materially, from expectations or
estimates reflected in such forward-looking statements. Certain important
factors that could cause actual results for PALAC (and Fortitude Re following
the acquisition) to differ, possibly materially, from expectations or estimates
reflected in such forward-looking statements can be found in the "Risk Factors"
and "Forward-Looking Statements" sections included in PALAC's Annual Report on
Form 10-K and Quarterly Reports on Form 10-Q. Forward looking statements speak
only as of the date made, and Fortitude undertakes no obligation to update or
correct any particular forward-looking statement included in this document.

This communication does not constitute an offer of novation or exchange with
respect to any insurance policies or contracts nor does it constitute an offer
for sale or a solicitation of an offer to buy any security.

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Item 9.01. Financial Statements and Exhibits.

  (d) Exhibits.



Exhibit
  No.                               Description of Exhibit

 99.1         Joint Press Release of Prudential Financial, Inc. and Fortitude
            Group Holdings, LLC, dated April 1, 2022.

  104       Inline XBRL for the cover page of this Current Report on Form 8-K.

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