The Protective^® Market Defender II Annuity is not a deposit or obligation of, or guaranteed by, any bank or financial institution. It is not insured by the Federal Deposit Insurance Corporation or any other government agency, and it is subject to investment risk, including the possible loss of principal.principal and previously credited interest.

The Securities and Exchange CommissionSEC has not approved or disapproved these securities or passed upon the adequacy of this prospectus.Prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus is [April 1], 2020

PRO.SAVA.05.14MD.[09.20]

TABLE OF CONTENTS

No one is authorized to make any statement that contradicts this prospectus or the information incorporated by reference into this prospectus. You must not rely upon any such statement. This prospectus is not an offer to inquire about, or purchase the securities described in any jurisdiction where it is unlawful to do so. You should not assume that the information incorporated by reference or provided in this prospectus is accurate as of any date other than the date on the front of each such document, regardless of the time of delivery of this prospectus or any sale of a security.

DEFINITIONS

SUMMARY

The Protective^® Market Defender II Annuity is a limited flexiblean individual single premium deferred registered index-linked annuity contract issued by Protective Life. You may allocateWe will only accept a Purchase Payment (or portions of it) identified on the application and that we receive on or before the 86th birthday of the oldest Owner or Annuitant. Additional Purchase Payments will not be accepted. Our refusal to accept additional Purchase Payments limits your investmentability to increase your Contract Value or the Death Benefit. This restriction also prevents you from making future contributions to a Qualified Contract, including periodic contributions to an employer-sponsored retirement plan or an IRA. (See "QUALIFIED RETIREMENT PLANS.").

Purchasing the Contract

We will issue the Contract once we receive the minimum Purchase Payment amount. We will hold your Purchase Payment in the Contract amongHolding Account, unless we receive the Declared Rate Account, Guaranteed Interest Strategies and Indexed Strategies (collectively,entire Purchase Payment before 4 p.m. Eastern Time on a Start Date. Otherwise, we apply the "Allocation Options"). We credit Contract Value allocatedPurchase Payment, as long as it satisfies the minimum Purchase Payment amount, to the Declared RateHolding Account, with aand credit interest daily. Each additional portion will be applied to the Holding Account when we receive it. We must receive all remaining portions of your Purchase Payment within 60 days of the date we issue the Contract, and we will not accept any additional portions after that 60 day period. The interest rate of interest we declarefor the Holding Account is declared in advance and which webut may change from time to time in our sole discretion. We also credit interestdiscretion, subject to Contract Value allocated to a Guaranteed Interest Strategy based on a specified rate of interest we declare in advance and guarantee for the one-year term of a Guaranteed Interest Segment. We credit interest to your investment in the Declared Rate Account and the Guaranteed Interest Strategies daily and will not credit a rate of interest for the Declared Rate Account or a Guaranteed Interest Strategy below the minimum rate of interest we identify for that Allocation Option on the Schedule Page of your Contract. See the minimum interest rates set forth inrate. Interest credited to the "Declared Rate Account"Holding Account will always be positive and "Guaranteed Interest Strategy." is paid by Protective Life and subject to our claims paying ability.

Establishing your Strategies

We will establish your initial Strategy(ies) on the first available Start Date following the earlier of (1) when we have collected the entire amount of your Purchase Payment from all sources indicated on the application, or (2) 60 days after the Issue Date, assuming we have received, at least, the minimum Purchase Payment amount ($25,000). This means we will establish your Strategies based on the Purchase Payment amount we have received, even if that amount is less than the Purchase Payment amount stated on your application. Once we have established your Strategies, we will not accept any additional Purchase Payments. On this Start Date, we will allocate the entire Holding Account Value, including any accrued interest, among the various Strategies according to your initial allocation instructions.

The Contract offers Indexed Strategies that credit or deduct interest based, in part, on the performance of a broad based securities index (an "Index") for an Indexed Segment over a one-year term.

We refer to the Credited interest we credit for a Guaranteed Interest Segment or credit or deduct for a Indexed Segment as the Segment Return Amount. The Segment Return Amount for a Guaranteed Interest Segment will always be positive while the Segment Return Amount for an Indexed Segment may be positive or negative. Segment Return Amounts areis paid by Protective Life Insurance Company ("Protective Life", the "Company", "we" or "us") and subject to our claims paying ability. We calculate the Segment Return Amount for an Indexed Segmentcredited interest and reductions in Strategy Value based on changespercentage change in the value of the Strategy's Index, referencedsubject to the Strategy's Crediting Method, Downside Protection, and applicable Vesting Factor. There is no guarantee that an Index will be available during the entire time you own your Contract. We may eliminate or substitute an Index if there is a significant change in the calculation or composition of the Index, the cost to license, the cost to support the Strategies tied to the Index, requirements set forth by distribution partners, or the Indexed Strategy.Index is discontinued or otherwise becomes unavailable. Upon substitution of an Index during the Term, we will calculate your Index Performance on the replaced Index up until the date of substitution and the substitute Index from the date of substitution to the Strategy's Maturity Date or the date we calculate a request for a withdrawal or surrender. Currently the Indexed Strategies calculate interestperformance based on the S&P 500^® Price Return Index ("S&P 500 Index") and the MSCI EAFE Price Return Index ("MSCI EAFE Index"). The S&P 500 Index and the MSCI EAFE Index are both "price return" indexes and do not reflect dividends paid on the securities comprising the Index, and therefore the Index Performance under the Contract does not reflect the full investment performance of those securities.

Strategy Elements

We offer Strategies that differ based on the available Strategy Elements. The Indexed Strategies include interest credit calculation methods ("Strategy Elements are Term, Index, Crediting Methods")Method, and Downside Protection. We announce the Strategy Elements for each Strategy prior to the Start Date.

You can obtain information on the Crediting Methods and Downside Protection that provideassociated with each Strategy the following ways:

•  Directly from us by calling 1-800-456-6330;

•  On our website at www.myaccount.protective.com; or

•  From the financial professional who sold or services your Contract.

Crediting Methods

The Crediting Method creates potential for an investment gainsgain and limitations on investment losses. We offer Crediting Methodsis provided in the form of a Participation Rate and/or a Cap. The Participation Rate is a specified percentage of positive Index Performance used to calculate Strategy Performance. The Cap establishes the maximum percentage of positive Index Performance that may be used to calculate Strategy Performance. The Participation Rate and Cap will never be less than the minimum Participation Rate and minimum Cap we identify in the chart at the end of this Summary. We guarantee the minimum Caps and Participation Rates for the life of the Contract.

Downside Protection

Downside Protection may limit an investment loss and is provided in the form of a Floor. Each Indexed Strategy is composed ofFloor or a Floor and Participation Rate and may include a Cap.

Buffer. The Floor establishes a limit on the level of negative Index Performance that may be used to calculate a negative Segment Return Amount that results in a reduction of Segment Value.Strategy Performance. The Participation Rate is a specified percentage of positive Index Performance used to calculate the Segment Return Amount. The CapBuffer establishes the maximum percentageamount of positivenegative Index Performance that maywe will absorb. If negative Index Performance exceeds that the Buffer, the excess will be used to calculate the Segment Return Amount for an Indexed Segment.negative Strategy Performance.

We guaranteecurrently offer ten Strategies. We reserve the Floor for an Indexedright to change or discontinue a Strategy for renewal Terms, but we guarantee that the life ofavailable Strategy options will always include the Contract. We establish the Participation Rate and Cap, if applicable, for an Indexed Segment prior to the Start Date for the Indexed Segment. The Cap will never be less than the minimum Cap we establish for each Indexedfollowing: (i) a Strategy with the same Crediting Methoda 0% Floor (the Default Strategy), (ii) a Strategy with a Floor from -1% to -10%, and Downside Protection.(iii) a Strategy with a Buffer between -10% and -25%. We guarantee the minimum Capswill file a supplement to this Prospectus before we discontinue a Strategy.

The Strategy Performance and Participation Rates for the life of the Contract.

Amounts allocated to any Indexed Strategy Value will fluctuate in valuedaily based on the Strategy Elements and the applicable Vesting Factor. You may lose money that you allocate to a Strategy. Depending on the performance of the Index, Crediting Method, and Downside Protection, of the Strategy that you select. You may lose money that you allocate to an Indexed Strategy. Depending on the performance of the Index, the Crediting Method, and the Downside Protection of the Strategy you select,applicable Vesting Factor, such loss may be significant.

Vesting Factor

The Vesting Factor varies depending upon whether Index Performance is positive or negative and, if applicable, the type of Downside Protection and the day of the Term. When applied, the Vesting Factor determines the portion of positive or negative Strategy Performance that we take into account when determining any investment gain or loss. You are always fully vested in the Floor; negative Strategy Performance can never be less than the Floor.

For a Strategy with a Buffer, the Vesting Factor is a percentage based on the number of days elapsed since the Strategy's Start Date. Before the end of the Term, you will receive only a portion of the Buffer's protection, if Index performance is negative, and, if Index performance is positive, you will be credited with only a portion of any return because these elements do not fully vest until the Strategy Maturity Date. You should consider the Vesting Factor schedule, described in the "Strategies" section, when requesting a withdrawal or surrender before the end of a Term. For example, before a Maturity Date, either 25% (during first half of a Term) or 50% (during second half of a Term) of any positive Index Performance will be used in determining Strategy Value, which may be less than the return that would have been used if you waited until the Maturity Date. Similarly, if you have a Strategy with a Buffer, your Strategy Value may be significantly reduced if you make a withdrawal or surrender your Contract early during the Term because the vested portion of the Buffer increases throughout the Term. Please see page 26 - "Vesting Factor" for a schedule that quantifies the Vesting Factor.

Withdrawals and Surrenders

If you make a withdrawwithdrawal or surrender the Contract, before the Maturity Date for an Indexed Segment and Index Performance for the reference Index has been positive, we will not creditapply a Market Value Adjustment to any index interest basedwithdrawal or surrender that exceeds the Free Withdrawal Amount. A negative result from the Market Value Adjustment formula reduces the amount you receive or your remaining Contract Value, while a positive result from the Market Value Adjustment formula increases the amount you receive or your remaining Contract Value. During the last month of any MVA Period, the MVA is zero and will have no effect on the amount withdrawnyou receive or your remaining Contract Value.

Generally, any negative MVA, and therefore the amount we deduct from the Indexed Segment. However,amount you receive or your remaining Contract Value when applying the MVA, will be greater if Index Performance has beenyou request a withdrawal or surrender early during an MVA Period, especially during the initial MVA Period. Application of a negative subjectMVA to a withdrawal request or a surrender that exceeds the Floor forFree Withdrawal Amount could reduce the Indexed Segment, we will credit negative index interest based onContract Value to less than the amount withdrawn fromprotected by any applicable Buffer(s) or Floor(s). The initial MVA Period is the Indexed Segment, whichfirst six (6) Contract Years. Withdrawals and surrenders that exceed the Free Withdrawal Amount in turn, would lower your Segment Investmentthe first six (6) Contract Years (the initial MVA Period or the amount surrendered.

Withdrawals from the Declared Rate Account, Guaranteed Interest Strategies and Indexed Strategies during withdrawal charge period will beperiod) are also subject to a withdrawal charge and any applicable premium tax, in addition to the Market Value Adjustment, which mayAdjustment. The withdrawal charge percentage is a maximum of 9% on the amount of Contract Base that you withdraw, in excess of the Free Withdrawal Amount, and the percentage decreases to zero after the initial MVA Period. Following the initial MVA Period of six (6) Contract Years, the MVA Period is one (1) Contract Year and automatically renews each Contract Anniversary.

Because the amount you receive or your remaining Contract Value would reflect any increase or decrease as a result of a positive or negative MVA, a negative MVA can increase the amount we deduct for the withdrawal charge while a positive MVA can decrease the amount we deduct for the withdrawal charge.

Note: The application of the withdrawal charge and/or MVA to a withdrawal or surrender request that exceeds the Free Withdrawal Amount could reduce yourthe Contract Value or Surrender Value to less than the amount you receive.protected by the Buffer(s) or Floor(s).

Protective Life Insurance Company is not an investment adviser and does not provide any investment advice to you with respect to the Contract.

You may apply to purchase the Contract through Investment Distributors, Inc. ("IDI"), the principal underwriter for the Contract or other broker-dealers that have entered into a selling agreement with IDI.

This product is a complex insurance and investment vehicle. Before you invest, you should speak with a financial professional about the Contract's features, benefits, risks and fees and whether the Contract is appropriate for you based on your financial situation and objectives.

HOLDING ACCOUNT

STRATEGIES

Risk Factors

Your Contract has various risks associated with it. We list these risk factors below, as well as other important information you should know before purchasing a Contract.

•  Liquidity Risk — The Contract is intended to be a long-term investment that you may use to help save for retirement; it is not designed for short-term investing. While you are always permitted to take withdrawals or surrender the Contract at any time, a surrender or withdrawalswithdrawal in excess of the Free Withdrawal Amount at any time during an MVA Period is subject to a Market Value Adjustment. A surrender or withdrawal in excess of the withdrawal charge period areFree Withdrawal Amount during the initial MVA Period (first six (6) Contract Years) is also subject to a withdrawal charge and, if applicable, a Market Value Adjustment.charge.

•  Risk of Loss — There is a risk of substantial loss of your principalinvestment depending upon the Indexedperformance of the Strategy(ies) to which you allocated your Contract Value. Negative Index Performance may cause your Segment Return AmountStrategy Performance to be negative down to the amount of the Floor. IfFloor or in excess of the selected Index related toBuffer.

  As an example using a Strategy declines,with a Floor, assume on a Start Date you invest $10,000 in an S&P 500 Strategy with a -10% Floor. On the Maturity Date, the S&P 500 Index is down -15%. As a result, your Strategy Performance is -10% and the Strategy will have a Maturity Value of $9,000.

  As an example using a Strategy with a Buffer, assume on a Start Date you invest $10,000 in an S&P 500 Strategy with a -10% Buffer. On the Maturity Date, the S&P 500 Index is down -15%. As a result, your Strategy Performance is -5% and the Strategy will have a Maturity Value of $9,500.

  Withdrawals and surrenders may reduce the Strategy Value to less than the Strategy Base or less than the amount you would have received had you not withdrawn until the Maturity Date. If you selected a Strategy with a Buffer and take a withdrawal before the end of the Strategy Term, you will bear thereceive only a portion of the lossBuffer's protection if Index Performance is negative. If Index Performance is positive, you will be credited with only a portion of the Index Performance. In each case, this occurs because these elements do not fully vest until the Strategy Maturity Date. If you selected a Strategy with a Floor, you are always fully vested in the Floor and a withdrawal at any time before the end of the Term will only reflect negative Index Performance down to the amountFloor.

  In addition, withdrawals and surrenders in excess of the Floor.

  Please note thatFree Withdrawal Amount during an MVA Period are subject to a Market Value Adjustment. A surrender or withdrawal in excess of the Free Withdrawal Amount taken during the initial MVA Period (first six (6) Contract Years) is also subject to a withdrawal charge. You may lose principal and previously credited interest when a withdrawal is taken before a Maturity Date, even if Index Performance has been positive. In an increasing interest rate environment, the MVA could reduce the amount received to less than the protection providedDownside Protection.

  Strategy Performance is based on a single point in time. It is not affected by Index Performance on any date between the Floor.Strategy Start Date and Strategy Maturity Date. Strategy Performance may be negative even if Index Performance was positive for some or most of the Strategy Term. As a result, your Maturity Value may be less than the Strategy Base, even if Index Performance has been positive through some, or most, of the Strategy Term.

•  Limitation on Allocations among Strategies — You may re-allocate your Contract Value among the available Indexed Strategies and Guaranteed Interest Strategies only on the Maturity Date and only if the Segment Maturity Date occurs before theyour Annuity Date. For new Segments,Strategies, we may change the CapCrediting Method or Participation RateDownside Protection applicable to each Indexed Strategy and the interest rate for each Guaranteed Interest Strategy. We will send you written notice at least thirty (30)Not more than 45, nor less than 30 calendar days before thea Maturity Date, of your Indexed Segment or Guaranteed Interest Segment notifyingwe will advise you of yourthe upcoming Maturity Date and request instructions for allocation of the Maturity Value. The notice we send will include a description of the maturing Strategy's Strategy Elements, and how to obtain information on the new Participation Rate and Cap, if applicable,Strategy Elements for each Indexed Strategy that will be offered on the upcoming Start Date. Because the notice will be sent to you well in advance of the Maturity Date, the notice will not include the Maturity Value for the Strategy, nor will it provide information on the Strategies that will be offered at that time. On the Start Date, the Company will establish new Strategies that you can invest in by allocating Maturity Value from a maturing Strategy. Two weeks prior to these Start Dates, the Company will declare the Term, Index, Crediting Method(s) and interest rateDownside Protection for each Guaranteed Interest Strategy that will be offered underon the upcoming Start Date. You may obtain this information the following ways:

•  Directly from us by calling 1-800-456-6330;

•  On our website at www.myaccount.protective.com; or

•  From the financial professional who sold or services your Contract.

  Some Indexed Strategies may not be offered in the future, and you assume the risk that the new Cap and Participation RateStrategy Elements for each Indexed Strategy and interest rate for each Guaranteed Interesta Strategy may be less favorable than the Participation Rate and Cap, if applicable, or interest rateStrategy Elements under your current Segment. You will have the choice of allocating your Contract Value to the Guaranteed Interest Strategy with the new interest rate or an Indexed Strategy with the new Participation Rate, Cap, if applicable, and Floor with the same Index or a different Index.Strategy.

  If you do not inform us thatprovide instructions for the allocation of your Strategy Maturity Value and you want to move your Contractdid not opt for automatic rebalancing, we will follow the instructions we have on file and apply the entire Maturity Value to a new Strategy, either through previously established automatic renewal instructions oras long the new allocation instructions,Strategy has the same Strategy Term and Downside Protection as the maturing Strategy. You assume the risk that the Cap and Participation Rate for the new Strategy may less favorable than the Cap and Participation Rate under the maturing Strategy and other Strategies that we will allocate your Contract Value to the Declared Rate Account. If you choose to make a partial withdrawal or surrender your Contract, an MVA and withdrawal charge may apply.currently offer.

the risks related to investments in foreign markets (e.g.(e.g., increased price volatility; changing currency exchange rates; and greater political, regulatory, and economic uncertainty). The MSCI EAFE Index is an unmanaged, capitalization-weighted index of companies representing the stock markets of Europe, Australasia and the Far East. It is designed to measure the equity market performance of developed markets, excluding the United States and Canada. The MSCI EAFE Index used in the Contract is expressed in U.S. dollars, and therefore takes into account the performance of the local currency (or currencies) relative to the dollar. In general, foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets.

  See Appendix C for important information regarding the publishers of the Indices.

  Note: When you purchase the Contract, you are not investing in a securities index or buying shares of stock.

•  Risk That We May Eliminate or Substitute an Index — There is no guarantee that an Index will be available during the entire time you own your Contract. We may replaceeliminate or substitute an Index, at any time, including before the end of a currently available IndexTerm, if there is a significant change in the calculation or composition of the Index, the cost to license, the cost to support Indexedthe Strategies tied to the Index, requirements set forth by distribution partners, or the Index is discontinued or otherwise becomes unavailable. If we substitute the Index, the performance of the new Index may differ from the original Index. This, in turn, may affect the Index Interest you earnPerformance and affect how you want to allocate Contract Value among the available Strategies. We will not substitute the Index until the new Index has been approved by the appropriate insurance regulatory authority. Upon substitution of an Index during the Term, we will calculate your Index Performance on the replaced Index up until the date of substitution and the substitute Index from the date of substitution to the Strategy's Maturity Date or the date we calculate a request for a withdrawal or surrender. An Index substitution will not change the Crediting Method or Downside Protection for an existing Strategy. The performance of the new Index may not be as good as the one that it replaced and as a result your Strategy Performance may have been better if there had been no substitution. See Appendix B for an Index Substitution example. If we substitute the Index and you do not wish to allocate your Contract Value to the Strategies available under the Contract, you may surrender your Contract, but you may be subject to a withdrawal charge and an MVA, which may result in a loss of principal and Index Interest.previously credited interest. A surrender may also be subject to federal and state income taxes and, if taken before age 59¹/₂, an additional 10% penalty tax.

•  Creditor and Solvency Risk — — Our general account assets support the guarantees under the Contract and are subject to the claims of our creditors. As such, the guarantees under the Contract are subject to our financial strength and claims-paying ability, and therefore, to the risk that we may default on those guarantees. You need to consider our financial strength and claims-paying ability in meeting the guarantees under the Contract. You may obtain information on our financial condition by reviewing our financial statements. Additionally, our financial statements included in this Prospectus. Additionally,and information concerning our business and operations is set forthincorporated in the section of this Prospectus entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations."by reference to Protective Life's Annual Report on Form 10-K.

Other Important Information You Should Know

•  No Ownership Rights — You have no ownership rights in the underlying stocks comprising the Index. Purchasing the Contract is not equivalent to investing in the underlying stocks comprising the Index and you do not have any ownership interest or rights arising from the underlying stocks comprising the Index, such as voting rights, dividend payments, or other distributions. Further, if the performance of an Index is greater than your applicable Cap, or the Participation Rate is less than 100 percent, the Segment Return Amount that you receiveinterest credited may be lower than the gain you would have received on an investment in a mutual fund or exchange traded fund designed to track the performance of the selected Index.

•  No Affiliation with Index or Underlying Stocks — We are not affiliated with the sponsor of the Index or the underlying stocks comprising that Index. Consequently, the Index and the issuers of the underlying stocks comprising the Index have no involvement with the Contract.

HOW YOUR CONTRACT WORKS

Purchasing the Contract

Purchase Payments

The minimum Purchase Payments are payable at our Administrative Office.Payment is $25,000. We will issue the Contract once, we receive the minimum Purchase Payment amount. You may make themthe Purchase Payment by check payable to Protective Life Insurance Company or by any other method we deem acceptable. AllThe Purchase Payments will bePayment is generally allocated to the Declared RateHolding Account, unless the entire Purchase Payment is received on a Start Date before 4 p.m. Eastern Time in which case we will allocate your Purchase Payment to the Strategy(ies) you selected. If your Purchase Payment is coming from different sources or transferred into onewe expect to receive portions of it at different times, we will issue the Contract, as long as it is in Good Order, when we receive the minimum Purchase Payment amount and apply that amount to the Holding Account. Each additional portion will be applied to the Holding Account when we receive it. We must receive any remaining portions of your Purchase Payment within 60 days of the date we issue the Contract. The Start Date for your initial Strategy(ies) will be the first available Start Dates the earlier of (1) when we have collected the entire amount of your Purchase Payment from all sources indicated on the application, or more Segments in accordance with(2) 60 days after the Issue Date, assuming we have received the minimum Purchase Payment amount. On this Start Date, we will allocate the entire Holding Account Value, including any accrued interest, among the various Strategies according to your initial allocation instructions. See "AllocationBecause we only offer Start Dates on the 1st and 3rd Wednesday of each month, your Purchase Payments."Payment may remain in the Holding Account for a substantial period of time before being allocated to the Strategies.

We will only accept a Purchase PaymentsPayment that were initiatedwe receive on or before the first Contract Anniversary and before the earlier86th birthday of the oldest Owner's (Owners')Owner or Annuitant's 86th birthday.

The minimum initialAnnuitant, regardless of when the order was initiated. For purposes of determining the eligibility of a Purchase Payment, an order for a Contract is $25,000. Beforeinitiated when you or your financial adviser submit an electronic ticket order, an application, or signed forms requesting the first Contract Anniversary, we will accept subsequent Purchase Paymentstransfer or exchange of $5,000assets from another account or more. We may amendinsurance contract. Keep this minimum subsequentage limitation for accepting the Purchase Payment amount at any time.in mind when you order to allow sufficient time for us to receive the funds. Under certain circumstances, we may be required by law to reject a Purchase Payment.

Protective Life retainsWe retain the right to limit the maximum aggregate Purchase Payment that can be made without prior Administrative Office approval. This amount is currently $1,000,000. We may impose conditions for our acceptance of aggregatea Purchase PaymentsPayment greater than $1,000,000.

We reserve the right to limit, suspend,temporarily hold in suspense, or reject any Purchase Payment at any time. We may also limit the available Allocation Options, following written noticeexercise this right if required by law or if we determine there are suspicious circumstances or activity surrounding your Purchase Payment, or portions of it.

Because of our refusal to Contract Owners. We may do so for all Contracts or only certain classes of Contracts. If we exercise our right to suspend, reject, and/or place limitations on the acceptance and/or allocation ofaccept subsequent Purchase Payments, you may beare unable to, or limited in your ability to increase your Contract Value (and therefore the Death Benefit payable under the Contract) through subsequent Purchase Payments. You should consult with your financial advisor prior to purchase.

In evaluating the purchase of a Qualified Contract, purchasers should take into consideration that their abilitythey will not be able to make annual contributions to the Qualified Contract will be limited because additional Purchase Payments are not permitted after the first Contract Anniversary and Protective Life reserves the right to limit, suspend or reject any Purchase Payment at any time. You should consult with your financial professional prior to purchasing the Contract.

60 Day Rate Lock Period

The Strategy Elements for your initial Strategy selection(s) are guaranteed for 60 days. In order to receive the guaranteed rates associated with those Strategy Elements, we must receive your signed application and the minimum Purchase Payment amount at our Administrative Office within 60 days of the date you sign your application. If we do not receive both your signed application and the minimum Purchase Payment amount within 60 days of the date you sign your application, then the rates for the Strategy Elements will be the then-current rates in effect on the Issue Date. However, our procedures may result in the return of your application if we do not receive your Purchase Payment within 60 days of the date you sign your application. For a state-by-state description of all material variations of this Contract, including whether a different rate lock period applies in your state, see Appendix D later in this Prospectus.

You can obtain information on the Crediting Methods and Downside Protection associated with your initial Strategy selection(s) the following ways:

•  Directly from us by calling 1-800-456-6330;

•  On our website at www.myaccount.protective.com; or

•  From the financial professional who sold or services your Contract.

Parties to the Contract

Owner

The Owner is the person or persons who own the Contract and is entitled to exercise all rights and privileges provided in the Contract. Two persons may own the Contract together. In the case of two Owners, provisions relating to action by the Owner means both Owners acting together. However, Protective Life may accept instructions from one Owner on behalf of both Owners. Protective Life will only issue a Contract prior to each Owner's 86th birthday. Individuals as well as nonnatural persons, such as corporations or trusts, may be Owners. In the case of Owners who are nonnatural persons, age restrictions apply to the Annuitant.

The Owner of this Contract may be changed by Written Notice provided:

(1) each new Owner's 86th86^th birthday is after the Issue Date; and

(2) each new Owner's 95th95^th birthday is on or after the Annuity Date.

For a period of 1 year after any change of ownership involving a natural person, the death benefit will equal the Contract Value plus the MVA, but only if the MVA would increase the death benefit. Naming a nonnatural person as an Owner or changing the Owner may result in a tax liability. See "Taxation of Annuities in General."

Beneficiary

The Beneficiary is the person or persons who may receive the benefits of this Contract upon the death of any Owner.

Primary — The Primary Beneficiary is the surviving Owner, if any. If there is no surviving Owner, the Primary Beneficiary is the person or persons designated by the Owner and named in our records.

Contingent — The Contingent Beneficiary is the person or persons designated by the Owner and named in our records to be Beneficiary if the Primary Beneficiary is not living at the time of the Owner's death.

If the necessary application information for a Contract accompanies the initial Purchase Payment, we will issue the Contract and apply the initial Purchase Payment (less any applicable premium tax) within two business days of receiving it at the Administrative Office.Contract. If we do not receive the necessary application information, Protective Life will retain the Purchase Payment for up to five business days while it attempts to complete the information. If the necessary application information is not complete after five business days, Protective Life will inform the applicant of the reason for the delay and return the initial Purchase Payment immediately unless the applicant specifically consents to Protective Life retaining it until the information is complete. Once the information is complete, we will issue the Contract andContract. We require allocation instructions for your application to be in Good Order. We will apply the initial Purchase Payment in accordance with your allocation instructions subject to the availability and restrictions of your Allocation Options.instructions. If you do not provide us with allocation instructions, weyour application will allocate your entire Purchase Payment to the Declare Rate Account.not be in Good Order. You may transmit information necessary to complete an application to Protective Life by telephone, facsimile, or electronic media.

The Contract is between you and Protective Life. The Contract is not an investment advisory account, and Protective Life is not providing any investment advice or managing the allocations under your Contract. In the absence of a specific written arrangement to the contrary, you, as the owner of the Contract, have the sole authority to make investment allocations and other decisions under the Contract.

Right to Cancel

If for any reason you are not satisfied with your Contract, you have the right to return the Contract within a certain number of days, which is at least ten, after you receive it, along with a written cancellation request, to our Administrative Office or the financial advisorprofessional who sold it. If state law requires, this "free look" period may be longer than 10 days.

Generally, ifIf you cancel your Contract during your "free look" period, we will not assess a withdrawal charge or an MVA. The returned Contract will be treated as if it were never issued, and youryou will receive a refund will equal whatever yourof the Contract Value, is, plusin states where permitted. This amount may be more or minus the Market Value Adjustment, on the day thatless than your Purchase Payment. In other states, we receive your Contract cancellation request.

Some states, however, require that weare required to refund the full amountgreater of your Purchase Payment (not reflecting investment gain or loss). In addition, in some states, the amount of your refund (either your Contract Value or the full amount of your Purchase Payments), and the length of your "free look" period, depend on whether you purchased the Contract as a replacement. Payment.

Other material state variations may apply. PleaseSee Appendix D for information on material state variations. State variations are identified in a special contract form used in that state. If you would like to review a copy of the contract form for your particular state, contact our Customer Service at 1-800-456-6330 or your financial professional to find out what applies in your state. Please refer to your Contract or supplemental materials or contact us for more information.representative.

Allocating your Purchase PaymentsPayment

OwnersYou must indicate in the applicationprovide us with instructions on how their initial Purchase Payments are to be allocated among the Allocation Options. You may allocate your Purchase PaymentsContract Value to the Declared Rate Account or one or more Strategies. The total number of Segments that may be active under a Contract at any time is 100. Allocations must be in dollars or whole percentages. AnyThe allocation instructions your provide us on your application automatically become your default allocation instructions, and we will follow these default instructions unless (1) you provide us new instructions or (2) we are unable to follow your instructions because we have discontinued a particular Strategy or Strategies.

If you instructed us to allocate an amount to a particular Strategy for an upcoming Strategy Start Date, and we do not offer that Strategy on the Start Date, we will attempt to contact you or your financial professional to request new allocation instructions. If we do not receive new allocation instructions by 4 p.m. Eastern Time on the Strategy Start Date, we will transfer the relevant Strategy's entire Maturity Value to the Default Strategy. You will be notified in writing that this has occurred, and provided the opportunity to reallocate the amount at the end of the Term to the then available Strategies. The amount you instructed us to allocate to that particular (no longer available) Strategy will remain in the Default Strategy, with automatic renewal at the end of each Term, until you provide us new allocation instructions. It is important to note that we will not discontinue a Strategy once its Term has begun.

You can elect to rebalance your Contract Value on a Contract Anniversary. With this option, we will rebalance or reallocate the Contract Value among all of your selected Strategies according to your allocation instructions.

The Purchase Payment is generally allocated to the Holding Account, unless the entire Purchase Payment is received on a Start Date before 4 p.m. Eastern Time. If your Purchase Payment is coming from different sources or we expect to receive portions of it at different times, we will issue the Contract when we receive the minimum Purchase Payment amount and apply that amount to the Holding Account. Each additional portion will be applied to the Holding Account when we receive it. We must receive any remaining portions of your Purchase Payment that is not allocated will remain in the Declared Rate Account. You must provide us new allocation instructions for any subsequent Purchase Payments, otherwise your Purchase Payments will be allocated to the Declared Rate Account.

The Contract is between you and Protective Life. The Contract is not an investment advisory account, and Protective Life is not providing any investment advice or managing the allocations under your Contract. In the absence of a specific written arrangement to the contrary, you, as the ownerwithin 60 days of the Contract Issue Date, and we will not accept any additional portions after that 60 day period. The Start Date for your initial Strategy(ies) will be the first available Start Date following the earlier of (1) when we have collected the sole authority to make investment allocations and other decisions underentire amount of your Purchase Payment from all sources indicated on the Contract.application, or (2) 60 days after the Contract Issue Date, assuming we have received, at least, the minimum Purchase Payment amount ($25,000). Once we have established your Strategies, we will not accept any additional Purchase Payments.

Owners may change allocation instructions by Written Notice at any time. Owners may also change instructions by telephone, facsimile, automated telephone system or via the Internet at www.protective.com ("non-written instructions"). For non-written instructions regarding allocations, we may require a form of personal identification prior to acting on instructions and we will record any telephone voice instructions. If we follow these procedures, we will not be liable for any losses due to unauthorized or fraudulent instructions. We reserve the right to limit or eliminate any of these non-written communication methods for any Contract at any time for any reason.

Declared RateHolding Account

The Declared RateHolding Account is designeda temporary account used exclusively to receiveaccumulate and hold the Purchase Payments, and the Maturity ValuePayment (or portions of Segments for which we have not received an allocation instruction. Amountsit) until it is applied to the Declared Rate Account remain there until you instruct us otherwise. We will not declare an interest rate for the Declared Rate Account less than the applicable minimum interest rate of 0.25%. The minimum interest rate may be higher in some states. Please consult your financial advisor for informationStrategy(ies) on the current interest rate forContract's initial Strategy Start Date. The Holding Account is not treated as a Strategy. On and after the Declared Rate Account.

You can request to transfer amounts fromBusiness Day we apply the Declared RateHolding Account to any of the available Segments at any time upValue to the close of businessStrategy(ies) according to your allocation instructions, the Holding Account Value will be $0.

The Purchase Payment is generally allocated to the Holding Account, unless the entire Purchase Payment is received on a Start Date before 4 p.m. Eastern Time in which case we will allocate your Purchase Payment to the day the Segment starts.

Interest rates for the Declared RateHolding Account have an effective date — the date on which the rate takes effect. The effective date will not be earlier than the day immediately following the day on which the rate is declared, but it may be later. On and after each effective date, that rate applies to the entire Declared RateHolding Account, and remains in effect until we set a different rate.

Because only one interest rate applies to the entire Declared Rate Account at any particular time, we do not establish discrete segments in the Declared Rate Account and it is not treated as a Strategy.

Prior to the Annuity Date the Declared Rate Account Value is equal to:

•  Aggregate amounts applied to the Declared Rate Account since the Issue Date; plus,

•  Aggregate interest credited to the Declared Rate Account since the Issue Date; minus,

•  Amounts transferred from the Declared Rate Account to establish Segments; minus,

•  Aggregate amounts deducted from the Declared Rate Account to satisfy prior withdrawal requests (including applicable withdrawal charges and Market Value Adjustment, if any).

Strategies

The Contract offers two types of Strategies for allocating your Contract Value: (1) Guaranteed Interest StrategiesValue. A Strategy is defined by the dollar amount applied to establish it and (2) Indexed Strategies. Twice each month, you have the opportunity to invest in these StrategiesStrategy Elements.

You may establish a Strategy only on each Segmentits Start Date subjectby allocating all or a portion of your Purchase Payment or by allocating Maturity Value from a maturing Strategy. On the Start Date, we will establish new Strategies according to your allocation instructions.

Not less than two weeks prior to a Start Date, the Company will declare the Strategy Elements for the Strategies that will be available on that date. You may obtain this information the following ways:

•  Directly from us by calling 1-800-456-6330;

•  On our requirements, limitations and procedures.website at www.myaccount.protective.com; or

•  From the financial professional who sold or services your Contract.

Note: We may cease offering anycurrently offer ten Strategies. We reserve the right to change or discontinue a Strategy in our sole discretion, at any time. We are not obligatedfor renewal Terms, but we guarantee that the available Strategy options will always include the following: (i) a Strategy with a 0% Floor (the Default Strategy), (ii) a Strategy with a Floor from -1% to offer any particular Strategy. However, if-10%, and (iii) a Strategy with a Buffer between -10% and -25%. If we no longerdecline to offer a particular Strategy on a Start Date, it will not impact any Segments established before we discontinue the Strategy.

Guaranteed Interest Strategy

We will declare a credited rate of interest for each Segment under the Guaranteed Interest Strategy, but the minimum interest rate will not be less than [1 %]. The credited rate of interest is determined on the Start Date and will not change during the Term of the Segment. For each Guaranteed Interest Segment, interest will be credited daily from the Start Date to the Maturity Date. Please consult your financial advisor for information on the current rates of interest we credit.

Indexed Strategies previously established.

The Indexed Strategies credit interestexperience gains or losses based in part on the performance of an Index. Investments in Indexed Strategies areAllocating to a Strategy is not investmentsan investment in the securities markets, or in underlying mutual funds sometimes known as "index funds."

Strategy Elements

Each Strategy is defined by the following Strategy Elements: the Index, a Crediting Method, Downside Protection, and a Term.

Index and Index Performance

The Indices we currently offer are the S&P 500 Index and the MSCI EAFE Index. Index Performance is the measure of the percentage changeincrease or decrease in the value of the reference Index between two different points in time. For Indexed Segments,We calculate Index Performance on each Business Day for purposes of determining the Strategy Performance and then the Strategy Value. However, any interest credited or amount deducted resulting from Strategy Performance is not actually realized unless that Business Day is: the Strategy's Maturity Date; or, a day you make a withdrawal from (or a surrender of) your Contract. Strategy Performance is the Strategy's Index Performance after applying the Strategy Elements, and applicable Vesting Factor. Strategy Performance may be different than Index Performance.

Effect of an Emergency Close or Interruption on an Index

It is possible that the market on which an Index is based could experience an emergency close, or that the compiler of the Index Performance is measured fromexperience an interruption that prevents calculation and/or publication of the closing Index value on a Business Day. This would impact our ability to establish or mature Strategies based on the affected Index. Therefore, if any Index experiences an emergency or interruption of business and cannot publish a closing value, we will delay the Maturity Date or Start Date tofor the dateContract until the Index Performance is calculated. Not all Indexed Strategies may be available under your Contract.next Business Day.

Crediting Methods

Each Indexed Strategy will have a Crediting Method that we apply to your Segment Investment to determine your Maturity Value on the Segment Maturity Date.Method. The Crediting Method for each Indexeda Strategy is determined on the Start Date and will not change during the Term of the Segment.Strategy. The Crediting Methods we offer include a Participation Rate and may include a Cap and are described in the table below. The Participation Rate may be greater than but will never be less than 50% (the minimum

Participation Rate). The Cap, if applicable to the Strategy, will place a limit on the positive Index Performance that we will use to calculate the Strategy Performance and, in turn, limit the interest that may be credited to Strategy Value.

Downside Protection

Each Indexed Strategy will have Downside Protection that is determined on the Indexed Segment Start Date and will not change during the Term of the Indexed Segment. TheStrategy Term. Downside Protection we offer is described in the table below.

For example,Note: The application of the withdrawal charge and/or MVA to a withdrawal or surrender request that exceeds the Free Withdrawal Amount could reduce the Contract Value or Surrender Value to less than the amount protected by the Buffer(s) or Floor(s).

The following examples demonstrate two potential Downside Protection scenarios on a Strategy could be the S&P 500/-10% Floor/100% Participation Rate/12% Cap. We will measure the performance of theMaturity Date with a Floor. Assume you invested in an S&P 500 forStrategy with a Floor of -10% and a Strategy Base of $10,000. Only negative Index Performance is illustrated, as the Term beginningFloor only applies to negative performance.

Please note, Strategies with greater Downside Protection tend to have lower Caps and Participation Rates than Strategies with less Downside Protection.

Suspension or Termination of an Indexed StrategyTerm

We reserve the right to suspend or terminate a particular Indexed Strategy at any time. If an Indexed Strategy is suspended or terminated, the Contract Value (or Maturity Value for maturing Segments) designated to be transferred to new Segments in the suspended or terminated Indexed Strategy(ies) will remain in the Declared Rate Account (or transferred into the Declared Rate Account for maturing Segments) until you choose to open a Segment(s) in a currently available Indexed Strategy or you withdraw the Contract Value from the Declared Rate Account. We will provide you written notice when money is not transferred from the Declared Rate Account into a Segment due to the suspension or termination of an Indexed Strategy.

Segments

When you allocate part of a Purchase Payment or Contract Value to a particular Strategy, we establish a Segment. Segments allow us to separately track and report the subsequent financial activity associated with each allocation. Every Segment is characterized by:

•  the Strategy, including its Crediting Method and Downside Protection;

•  the Contract Value you applied to establish it; and

•  the Segment Start Date and Maturity Date.

The time period frombeginning on the Strategy Start Date toand ending on the Maturity Date (including both of those days) is the SegmentStrategy's Term. All of these elements are determined on the Start Date andGenerally, it is one (1) Contract Year. Strategy Elements will not change during the Term.

Start Date, Maturity Date and Term

We establish SegmentsStrategies only on a Start Date. Start Dates are the 1^st and 3^rd Wednesday of each month, unless a scheduled Start Date is not a Business Day (a holiday, for example). In that case, the next Business Day will be the Start Date.

Default Strategy, with automatic renewal at the end of each Business Day.Term, until you provide us new allocation instructions. It is important to note that we will not discontinue a Strategy once its Term has begun.

Strategy Transfers and Renewals

Restrictions on Transfers of During a Strategy Term

You may not transfer all or part of the value of an existing Strategy during its Term to any other existing Strategy.

You may not use all or part of the value of an existing Strategy to establish a new Strategy on any day other than the existing Strategy's Maturity Date.

Any instruction from you for either of these transactions will be treated as not in Good Order and will not be honored.

Transfer of Maturity Value on a Maturity Date

Not more than 45 days, nor less than 30 days before the Maturity Date for a Strategy, we will advise you of the upcoming Maturity Date and request instructions for allocation of the Maturity Value. The interest ratenotice we creditsend will include a description of the Strategy Elements for each Business Day ismaturing Strategy. However, because the rate that, when compounded, yieldsnotice will be sent to you well in advance of the annual effective interest rate in effectMaturity Date, it will not include the Maturity Value for the Guaranteed Interest Segment. AtStrategy nor will it provide information on the end of each Business Day, we multiply the daily interest rate by the Segment Value to determine the dollar amount of the interest credited.

contact you or your financial professional to request new allocation instructions. If we do not receive new allocation instructions by 4 p.m. Eastern Time on the Strategy Start Date, we will allocate the relevant Strategy's entire Maturity Value to the Default Strategy. We will provide you written notice if we allocate to the Default Strategy because we discontinued the Strategy.

Strategy Base and Strategy Value

On each Business Day, we calculate two values associated with each Strategy: the Strategy Base and Strategy Value.

On any Business Day, the Strategy Base is the dollar amount applied to establish the Strategy on its Start Date, minus a reduction for any withdrawals taken during the Term. A withdrawal will reduce the Strategy Base. If you take a withdrawal, the post-withdrawal Strategy Base will be different than the pre-withdrawal Strategy Base and the difference will be equal to the Strategy's pro rata share of the withdrawal amount adjusted for Contract performance. If you do not take a withdrawal during the Strategy Term, the Strategy Base will not change and will remain equal to the dollar amount applied on the Start Date.

Strategy Value, on the other hand, is the redeemable dollar value of the Strategy. Contract Value is equal to the sum of the Strategy Values. On a Start Date, the Strategy Value is equal to the Strategy Base. On a Maturity Date, the Strategy Value is equal to the Maturity Value. On any other Business Day, Strategy Value is equal to the Strategy Base multiplied by Strategy Performance. Therefore, the Strategy Value changes daily due to fluctuations in the Strategy's Index, and may be lower or higher than the Strategy Base. The Strategy Value does not include the MVA, withdrawal charge, or applicable fees and premium tax, if any. The Strategy Value is also the starting point for a withdrawal or surrender on a Business Day other than the Maturity Date.

Calculating Strategy Value

Strategy Value = Strategy Base x (1 + Strategy Performance)

Note: While Strategy Value incorporates the daily fluctuations of Index Performance after the Strategy Elements and Vesting Factor have been applied, neither the Strategy Value nor Contract Value represent a Surrender Value because they do not — factor in the Market Value Adjustment or any applicable withdrawal charge.

Index Performance and Strategy Performance

Index Performance is the measure of the percentage increase or decrease in the reference Index between two points in time. We calculate the Index Performance percentage separately for each Indexed SegmentStrategy you have established, according to the formula:

Index Performance % = [(IV_E – IV_S) ÷ IV_S] x 100

where,

IV_E is the Index Value as of the date theBusiness Day Index Performance is being calculated; and
IV_S is the Index Value as of the Segment Start Date.

The Index Value is the closing value of theeach Reference Index at the end of each Business Day, as determined and published by the compiler of thethat Index. For any day that is not a Business Day, the Index Value is the closing value of the Index as of the next Business Day.

Because Segment Start Dates and Maturity Dates occur on the same day, the Index Value on a Maturity Date for an existing SegmentStrategy will be the same as the Index Value of a new SegmentStrategy established on that date, provided both SegmentsStrategies use the same reference Index.

Strategy Performance is the Index Performance after the Strategy Elements and Vesting Factor have been applied. Strategy Performance generally limits the portion of Index Performance that we use when calculating Strategy Value. The way we calculate Strategy Performance depends upon whether Index Performance is positive or negative and the type of Crediting Method and Downside Protection applicable to the Strategy.

WHEN INDEX PERFORMANCE IS NEGATIVE (LESS THAN 0):

Vesting Factor

The Strategy Value includes any credited interest or reduction in Strategy Value, if any, since the Strategy's Start Date. We determine any credited interest or reduction in Strategy Value by applying a Vesting Factor. The Vesting Factor varies depending upon whether Index Performance is positive or negative and the type of Downside Protection and the day of the Term. The table below describes the Vesting Factor schedule.

These examples are intended to show how the Vesting Factor affects the Strategy Performance at two different points during the Term. These examples assume a Strategy Base of $10,000.

Maturity Value of an Indexed Segment

We calculate the Maturity Value of an Indexed Segment onOn the Maturity Date, as follows:

•  We determinewe apply any credited interest or reduction in Strategy Value to the Index Performance percentage for the Segment using the Index Value on the Maturity Date for IV_E in the formula.

•  We then apply the Crediting Method or Downside Protection.

°  Crediting Method: If the Index Performance percentage is positive, we credit interest at a rate equal to the lesser of: a) the Index Performance percentage multiplied by the Participation Rate; or, b) the Cap, if applicable.

°  Downside Protection: If the Index Performance percentage is negative, the percentage amount we deduct will equal the smaller of: a) the Index Performance percentage or b) the Floor.

•  The percentage derived above from either the Crediting Method or Downside Protection is multiplied by the Segment InvestmentStrategy Base to determine the actual dollar amountMaturity Value.

Maturity Value = Strategy Base +/ – Credited Interest/Reduction in Strategy Value

The credited interest or reduction in Strategy Value is determined by multiplying the Strategy Performance by the Strategy Base.

Note: Your Maturity Value may be less than the Strategy Base, even if Index Performance has been positive through some, or most, of interest credited or amount deducted. That result is applied to the Segment Investment to arrive at the Segment Maturity Value.Term.

The following examples show how interest is credited or amounts deducted in 4 typicalfour scenarios. In each scenario, assume that you invested $10,000 in an S&P 500 Price Return Index Strategy with a one (1) Year Term and -10% percent Floor. On the Start Date, the Crediting Method consists of a 13% Cap and a 100% Participation Rate. You do not take any withdrawals.

1.  Index Performance percentage is positive and greater than the CapCap.. If the calculated Index Performance percentage for the S&P 500 Price Return Index is 20% over the Term, we will calculate the SegmentStrategy Maturity Value as follows:

2.  Index Performance percentage is positive, but less than the CapCap.. If the calculated Index Performance percentage for the S&P 500 Price Return Index is 5% over the Term, we will calculate the SegmentStrategy Maturity Value as follows:

•  The Participation Rate multiplied by the Index Performance percentage (100% x 5% = 5%) is less than the Cap (13%). The SegmentStrategy earns interest at the lower of those two rates. We therefore multiply the Segment InvestmentStrategy Base by the Index Performance percentage to determine that the interest earned is $500 (5% x $10,000 = $500). The Maturity Value is the Segment InvestmentStrategy Base plus the interest earned $10,000 + $500 = $10,500.

3.  Index Performance percentage is negative, but higher than the FloorFloor.. If the calculated Index Performance percentage for the S&P 500 Price Return Index is -5% over the Term, we will calculate the SegmentStrategy Maturity Value as follows:

•  Applying the Index Performance percentage (-5%) would result in a smaller reduction in the Segment InvestmentStrategy Base than the Floor (-10%). We therefore multiply the Segment InvestmentStrategy Base by the Index Performance to calculate a $500 reduction in the Segment Investment.Strategy Base. ($10,000 x -5% = -$500). The Segment InvestmentStrategy Base is reduced by $500, resulting in a Segment Maturity Value of $9,500.

4.  Index Performance percentage is negative and exceedsless than the FloorFloor.. If the calculated Index Performance percentage for the S&P 500 Price Return Index is -15% over the Term, we will apply the Downside Protection and calculate the SegmentStrategy Maturity Value as follows:

•  The Index Performance percentage (-15%) results in a greater reduction in the Segment InvestmentStrategy Base than the Floor (-10%). We therefore multiply the Segment InvestmentStrategy Base by the Floor to calculate a $1,000 reduction in the Segment Investment.Strategy Base. ($10,000 x -10% = -$1,000). The Segment InvestmentStrategy Base is reduced by $1,000, resulting in a SegmentStrategy Maturity Value of $9,000.

Interim Value of an Indexed Segment

The Interim Value of an Indexed Segment is its value on any day other than the Start Date or Maturity Date. Interim Value is calculated using the same general methodology as the calculation for Maturity Value, but with one significant difference:

The Interim Value calculation reflects negative Index Performance between the Start Date and the calculation date but does not take into account positive Index Performance, because indexed interest is credited only on a Maturity Date.

Therefore, the Interim Value of an Indexed Segment will always be equal to or 5.less than your Segment Investment on the calculation date.

The Interim Value is used in two ways:

•  To facilitate daily valuation of the Contract for various accounting and reporting purposes.

•  To establish the Segment Value as the starting point for any financial transaction (such as a withdrawal or surrender) on a Business Day other than the Segment Maturity Date. (See "Effect of a Withdrawal During the Withdrawal Charge Period.")

The following examples show how we calculate Interim Value. Assume you invest $10,000 in an S&P 500 Price Return Index Strategy with a one (1) Year Term and -10% Floor. On the Start Date, the Crediting Method consists of a 13% Cap and a 100% Participation Rate. You do not take any withdrawals from the Segment.

1.  Index Performance percentage positive (greater than 0%). In this scenario, we disregard the Index Performance. Your Interim Value is equal to your Segment Investment ($10,000).

2.  Index Performance percentage is negative, but remains aboveand completely absorbed by the FloorBuffer.. If the calculated Index Performance percentage for the S&P 500 Price Return Index is -5% fromover the Start Date to the calculation date,Term, we will calculate the InterimStrategy Maturity Value as follows:

Surrenders

On or before the Annuity Date, you may request a surrender of your Contract and receive its Surrender Value. If your Contract Value is $50,000 or less, you may request a surrender by telephone if you have previously provided (and we accepted) your written Telephone Authorization form. Unless you instruct us otherwise, we will pay the Surrender Value in a lump sum.

Requests

Requests for a withdrawal or surrender must be by Written Notice, or by any other method we permit at that time. These methods may include facsimile or electronic communications. Provided you have completed our Telephone Authorization form prior to a telephone withdrawal request and we accepted it, you may submit your withdrawal instruction by phone. Currently, we allow an Owner to withdraw up to the lesser of $50,000 or 25% of the Contract Value to be requested by phone. We will require authentication of the Owner's identity during the call prior to processing a telephone withdrawal request. We may change the requirements for telephone withdrawals or eliminate the privilege completely at any time without prior notice.

If we receive your request for withdrawal or surrender in Good Order before 4 p.m. Eastern Time on a Business Day, we will process the request that Business Day. If we receive the request on or after 4 p.m. Eastern Time on a Business Day, it will be processed the next Business Day.

We typically pay withdrawal and surrender requests within five (5) Business Days of the date we receive the request in Good Order. However, under certain circumstances it may be necessary to delay payment for up to six months, subject to all necessary approvals from the appropriate state insurance regulatory authorities.

Signature Guarantees

Signature guarantees are required for withdrawals or surrenders of $50,000 or more.more than $50,000.

Signature guarantees are relied upon as a means of preventing the perpetuation of fraud in financial transactions, including the disbursement of funds or assets from a victim's account with a financial institution or a provider of financial services. They provide protection to investors by, for example, making it more difficult for a person to take another person's money by forging a signature on a written request for the disbursement of funds.

An investor can obtain a signature guarantee from more than 7,000 financial institutions across the United States and Canada that participate in a Medallion signature guarantee program. The best source of a signature guarantee is a bank, savings and loan association, brokerage firm, or credit union with which you do business. Guarantor firms may, but frequently do not, charge a fee for their services.

A notary public cannot provide a signature guarantee. Notarization will not substitute for a signature guarantee.

Free Withdrawal ValueAmount

The withdrawal value of any surrenderDuring the first six (6) Contract Years (the initial MVA Period or withdrawal charge period), you can withdraw your Contract Value up to the amount of the Free Withdrawal Amount without being subject to an MVA and withdrawal charge. Although no withdrawal charges will apply after the end of the initial MVA Period, withdrawals in excess of the Free Withdrawal Amount taken during any MVA Period will still be subject to an MVA. If you make a withdrawal before a Maturity Date, the Strategy Value may be less than the Strategy Base and may be less than the amount you would receive had you held the Strategy until the Maturity Date. Taking a withdrawal before a Maturity Date may result in a reduction of the Strategy Base that is significantly larger than the withdrawal amount requested and could result in loss of principal and previously credited interest.

We calculate the available Free Withdrawal Amount with each withdrawal. During the first Contract Year, the Free Withdrawal amount available each Contract Year is equal to 10% of the Contract Base that established the initial Strategies. In subsequent Contract Years, it is equal to 10% of the Contract Base as of the most recent, prior Contract Anniversary.

The Free Withdrawal Amount is not cumulative. Any portion of the Free Withdrawal Amount not taken during a Contract Year does not carry forward to future Contract Years.

How Withdrawals are taken from your Contract Value

Generally, withdrawals will be deducted pro rata from the Strategies. However, if we process your withdrawal request while in the Holding Account (i.e., before establishing your initial Strategies), we will deduct the Holding Account Value to pay the withdrawal request. We will not apply the Market Value Adjustment or a withdrawal charge to withdrawals

taken from the Holding Account Value. A withdrawal from the Holding Account will reduce the amount applied to establish your initial Strategies.

Calculating Amounts Associated with a Withdrawal

When you make a withdrawal request, you must instruct us as to whether the amount you request is calculated by adding(1) the valuesamount you want to receive (a "net" withdrawal), or (2) the amount you want us to deduct from your Contract Value (a "gross" withdrawal). The formula is generally the same for a gross or net withdrawal; however, if you request a net withdrawal, the amount we deduct from your Contract Value could be more than the amount of your withdrawal request in order to account for the Declared Rate Account, Guaranteed Interest Segments and the Indexed Segments (Interim Value or Maturity Value, as applicable). We then apply any applicable Market Value Adjustment and subtract any applicable withdrawal charge, premium tax,if applicable. To see how we calculate withdrawals and adjust for a net withdrawal request versus a gross withdrawal request, please refer to scenarios 5-8 in Appendix A.

The following steps explain how we calculate withdrawals and determine the remaining Strategy Base and the Withdrawal Proceeds. For examples on how we calculate withdrawals, see Appendix A to this Prospectus.

Step 1: Calculating the Strategy Base Reduction Amount for Each Strategy

When we receive a withdrawal request, we determine the Strategy Base Reduction Amount, which is the amount we deduct from the Strategy Base for each of your Strategies.

The first step in determining the Strategy Base Reduction Amount is to determine the Contract Value. The Contract Value is equal to the sum of the Strategy Values. We use your Contract Value and Contract Base (which is the sum of all Strategy Bases) to determine the Contract Base Reduction Percentage.

Contract Base Reduction Percentage = A / B

where:

A = Contract Base (sum of all Strategy Bases), and

B = Contract Value.

The Contract Base Reduction Percentage will be allocated, pro rata, among the Strategies to determine the Strategy Base Reduction Percentage. For each Strategy,

Strategy Base Reduction Percentage = A x B

where:

A = Contract Base Reduction Percentage, and

B = Strategy Base allocation percentage (the Strategy's pro rata share of the Contract Base
as of the date we calculate the withdrawal)

Each Strategy will have a Strategy Base Reduction Amount, which is the amount we deduct from the Strategy Base in order to satisfy your withdrawal request.

Strategy Base Reduction Amount = A x B

where:

A = withdrawal request amount, and

B = Strategy Base Reduction Percentage.

Step 2: Determining the Post-Withdrawal Strategy Base

A withdrawal will reduce the Strategy Base by the Strategy Reduction Amount. If you take a withdrawal, the Post-Withdrawal Strategy Base will be different than the Pre-Withdrawal Strategy Base, and the difference will be equal to the Strategy's pro rata share of the withdrawal amount adjusted for Contract performance. For purposes of demonstrating this step of the withdrawal calculation, we use the terms Pre-Withdrawal Strategy Base and Post-Withdrawal Strategy Base. Pre-Withdrawal Strategy Base means the Strategy Base before we process the withdrawal request and Post-Withdrawal Strategy Base means the Strategy Base remaining in the Strategy immediately after we process the withdrawal. This is the only section in the Prospectus where we make this distinction, and references to Strategy Base throughout the rest of the Prospectus are meant to reflect any adjustments for withdrawals.

Post-Withdrawal Strategy Base = A – B

A= Pre-Withdrawal Strategy Base, and

B = Strategy Base Reduction Amount.

Step 3: Calculating the MVA and Withdrawal Charge Applicable to Each Strategy

To determine the amount you will receive, we apportion the amount of the withdrawal request among the Strategies based on the Strategy Base allocation percentage. The result is the Strategy Withdrawal Amount.

Strategy Withdrawal Amount = A x B

A= withdrawal request amount, and

B = Strategy Base allocation percentage.

Once we determine the Strategy Withdrawal Amount, we deduct the pro rata portion of the Free Withdrawal Amount from each Strategy to determine the Strategy Free Withdrawal Amount. For each Strategy:

Strategy Free Withdrawal Amount = A x B

where:

A = Free Withdrawal Amount, and

B = Strategy Base allocation percentage.

Next, we subtract the Strategy Free Withdrawal Amount from the Strategy Withdrawal Amount to determine the MVA Strategy Withdrawal Portion. The MVA Strategy Withdrawal Portion is the portion of the Strategy Withdrawal Amount subject to the MVA and, if applicable, a withdrawal charge.

MVA Strategy Withdrawal Portion = A – B

where:

A = Strategy Withdrawal Amount, and

B = Strategy Free Withdrawal Amount.

We then determine the dollar amount of the MVA and, if applicable, the dollar amount of the withdrawal charge for each Strategy.

The dollar amount of the MVA = A x B

where:

A = MVA Strategy Withdrawal Portion, and

B = MVA Rate (as described in the "Market Value Adjustment" section).

If the withdrawal occurs during the initial MVA Period (withdrawal charge period) we will also assess a withdrawal charge but only on the MVA Strategy Withdrawal Portion after we assess the dollar amount of the MVA.

The dollar amount of the withdrawal charge = (A +/– B) x C

where:

A = MVA Strategy Withdrawal Portion,

B = dollar amount of the MVA (as calculated above) applicable to the Strategy, and

C = withdrawal charge percentage (as described in the "Determining the Withdrawal Charge" section).

Step 4: Determining the Withdrawal Proceeds

To calculate the amount you will actually receive from a withdrawal request, we use the following formula:

Withdrawal Proceeds = A +/– B – C – D

where:

A = sum of all Strategy Withdrawal Amounts,

B = aggregate dollar amount of the Market Value Adjustment applicable to each Strategy,

C = aggregate dollar amount of the withdrawal charges applicable to each Strategy,

D = any required or requested tax withholding.

We will determinefollow the steps above and perform the withdrawal valuecalculations as of the end of the Business Day on during which we receive your request in good orderGood Order at our Administrative Office. A transaction request will be deemed in good orderGood Order if the transaction service form is fully and accurately completed and signed by the

If any Owner is not a natural person, the death of the Annuitant is treated as the death of an Owner.

The death benefit provisions of the Contract will be interpreted to comply with the requirements of Section 72(s) of the Code.Code in the case of a Non-Qualified Contract and Section 401(a)(9) of the Code in the case of a Qualified Contract. We reserve the right to endorse the Contract, as necessary, to conform with regulatory requirements. We will send you a copy of any endorsement containing such Contract modifications. In the case of certain Qualified Contracts, Treasury Department regulations prescribe certain limitations on the designation of a Beneficiary. The following discussion generally applies to Qualified Contracts and non-Qualified Contracts, except where noted otherwise. In that regard, the post-death distribution requirements for Qualified Contracts and Non-Qualified Contracts are similar, but there are some differencessignificant differences. For a discussion of the post-death distribution requirements for Qualified Contracts, see "QUALIFIED RETIREMENT PLANS, Required Minimum Distributions Upon Your Death."

Contract Value Death Benefit

The Contract Value Death Benefit is the greater of the Contract Value or the Surrender Value, less any applicable premium tax.

Optional Return of Purchase Payment Death Benefit

The Optional Return of Purchase Payment Death Benefit will equal the greater of the following, less any applicable premium tax:

(a)  the Contract Value;

(b)  the Surrender Value; or

(c)  the Purchase Payment less an adjustment for each withdrawal.

It is possible that, at the time of an Owner's death, the Return of Purchase Payment Death Benefit will be no greater than the Contract Value Death Benefit. You should consult a financial professional to carefully consider this possibility and the cost of the Return of Purchase Payment Death Benefit before you decide whether the Return of Purchase Payment Death Benefit is right for you.

Return of Purchase Payment Death Benefit Fee

The annual cost for the Return of Purchase Payment Death Benefit is shown in the rulesDeath Benefit Rider Schedule as a percentage of the Death Benefit Value. The Death Benefit Value is the greater of the following, less any applicable premium tax: Contract Value, the Surrender Value, or the Purchase Payment. The annual cost is established on the Contract's Issue Date and will not change.

On each Start Date, we calculate the portion of the annual cost attributable to each Strategy by multiplying the Death Benefit Value on that date by the annual cost. We divide the result of that calculation by 4 to determine the dollar amount of the Strategy's contribution to the benefit cost we will collect on each Fee Deduction Date. A Fee Deduction Date is the Business Day that occurs on, or immediately following the date on which each quarter of the Term elapses. Fee Deduction Dates are identified by dividing the number of days in the Strategy Term by 4 (rounding to the nearest whole day), associating each with a calendar date and moving forward to the next Business Day.

We deduct the fee — in arrears — on a quarterly basis. The fee is determined on the Strategy Start Date, and will not be recalculated during the Term, even though the Strategy Base will be reduced by the deduction of fees, and may be reduced further by any withdrawal you request.

We deduct the fee, on a pro rata basis, from each Strategy. On a Fee Deduction date, we deduct the fee prior to processing any withdrawal or surrender requested that Business Day. If you surrender the Contract on any day other than a Fee Deduction Date, we will deduct the pro rata share of quarterly fee on the Business Day we execute your surrender request.

We do not apply the MVA or assess a withdrawal charge on the Return of Purchase Payment Death Benefit fee.

¹  Given the same market performance, Contract Base and Contract Value will be lower for Contracts with the Return of Purchase Payment Death Benefit than Contracts with the Contract Value Death Benefit due to each.payment of the Return of Purchase Payment Death Benefit fee.

Payment of the Death Benefit

The Beneficiary may take the death benefit in one sum immediately, in which event the Contract will terminate. If the death benefit is not taken in one sum immediately, the death benefit will become the new Contract Value as of the end of the Business Day on which we receive Due Proof of Death of the Owner, and the entire interest in the Contract will be transferred to the Declared RateHolding Account and must be distributed under one of the following options:

(1)  The entire interest must be distributed over the life of the Beneficiary, or over a period not extending beyond the life expectancy of the Beneficiary, with distributions beginning within one year of the Owner's death;death, and subject to certain further limits in the case of a Qualified Contract; or,

(2)  The entire interest must be distributed within (i) 5 years of the Owner's death.death if the Contract is a Non-Qualified Contract or, in some cases, a Qualified Contract, or (ii) within 10 years of the Owner's death if the Contract is a Qualified Contract and the 5-year requirement does not apply under applicable federal tax rules.

If no option is elected, we will distribute the entire interest within 5 years of the Owner's death.death in the case of a Non-Qualified Contract or, if applicable tax rules permit, within 10 years of the Owner's death in the case of a Qualified Contract. The tax rules for Qualified Contracts differ in some material respects from the tax rules for Non-Qualified Contracts, including by limiting the types of beneficiaries who can elect option a. above and the circumstances in which a 5-year or 10-year distribution requirement will apply. See "QUALIFIED RETIREMENT PLANS, Required Minimum Distributions Upon Your Death."

Continuation of the Contract by a Surviving Spouse

In the case of non-Qualified Contracts and Contracts that are individual retirement annuities within the meaning of Code Section 408(b), if the Beneficiary is the deceased Owner's spouse, the surviving spouse may elect, in lieu of receiving a death benefit, to continue the Contract and become the new Owner. This election is only available, however, if the deceased Owner's spouse's 86^th birthday is after the Issue Date.

If the surviving spouse elects to continue the Contract, no death benefit is paid at that time and the Contract continues in force from the claim date with the surviving spouse as the new Owner. The surviving spouse may select a new Beneficiary to whom the death benefit will be paid upon the surviving spouse's death. At that time, the Beneficiary may take the death benefit in a lump sum immediately or may elect to have it distributed by one of the two options described in the "Payment of the Death Benefit" section, above.

A Contract may be continued by a surviving spouse only once. This benefit will not be available to any subsequent surviving spouse under the continued Contract.

The rights of a Beneficiary under an annuity contract depend in part upon whether the Beneficiary is recognized as a "spouse" under federal tax law. A Beneficiary who is recognized as a spouse is treated more favorably than a Beneficiary who is not a spouse for federal tax purposes. Specifically, a Beneficiary who is the spouse of the deceased Owner may continue the Contract and become the new Owner, as described above. In contrast, a Beneficiary who is not recognized as a spouse of the deceased Owner generally must surrender the Contract within 5 or 10 years of the Owner's death, or take distributions from the Contract over the Beneficiary's life or life expectancy, beginning within one year of the deceased Owner's death.death, with the applicable rules different depending on whether the Contract is a Non-Qualified Contract or a Qualified Contract.

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

If you have questions concerning your status as a spouse for federal tax purposes and how that status might affect your rights under the Contract, you should consult your legal adviser.

Escheatment of Death Benefit

Every state has unclaimed property laws which generally declare annuity contracts to be abandoned after a period of inactivity of 3 to 5 years from the Contract's Annuity Date or date the death benefit is due and payable. For example, if the payment of a death benefit has been triggered, but, if after a thorough search, we are still unable to locate the beneficiary of the death benefit, or the beneficiary does not come forward to claim the death benefit in a timely manner, the death benefit will be paid to the abandoned property division or unclaimed property office of the state in which the beneficiary or the Owner last resided, as shown on our books and records, or to our state of domicile. Once the death benefit has been paid or "escheated" to the state, however, your designated beneficiary may submit a claim to the state for payment of those funds. The state is obligated to pay the death benefit (without interest) if your beneficiary steps forward to claim the death benefit with the proper documentation. To prevent such escheatment, it is important that you update your beneficiary designations, including addresses, if and as they change. Such updates should be communicated in writing, by telephone, or other approved electronic means to our Administrative Office.

CHARGES AND DEDUCTIONS

Market Value Adjustment

WeIf you make a withdrawal or surrender your Contract, we will apply a "market value adjustment" or "MVA" when you withdraw allto any withdrawal or a portion of your Contract Value, in excess ofsurrender that exceeds the Free Withdrawal Amount, during the withdrawal charge period. ItAmount. The MVA is based in part, on the change in market interest rates between the Issue Datebeginning of the MVA Period and the withdrawal date. We use MVA Rates to measure this change.change in market interest rates. Application of the MVA to a withdrawal or surrender request that exceeds the Free Withdrawal Amount could reduce the Contract Value or Surrender Value to less than the amount protected by the Buffer(s) or Floor(s). We will not apply the MVA to the death benefit or to amounts applied to an Annuity Option on the Annuity Date.

During the last month of any MVA Period, the MVA is zero and will have no effect on the amount you receive or your remaining Contract Value if you take a withdrawal or surrender in that month.

MVA Periods

The initial MVA Period is the first six (6) Contract Years. Withdrawals and surrenders that exceed the Free Withdrawal Amount in the first six (6) Contract Years (the initial MVA Period or withdrawal charge period) are also subject to a withdrawal charge and any applicable premium tax, in addition to the Market Value Adjustment. The withdrawal charge percentage starts at 9% and decreases to zero after the initial MVA Period. Following the initial MVA Period of six (6) Contract Years, the MVA Period is one (1) Contract Year and automatically renews each Contract Anniversary. During an MVA Period other than the initial MVA Period, we will apply only an MVA and any applicable premium tax, but not a withdrawal charge, to any withdrawal requests that exceed the Free Withdrawal Amount.

An MVA Rate is a proprietary measure of market interest rates. We use them in the MVA formula, below.

An MVA Rate is identified on each Business Day during the withdrawal charge period.an MVA Period. It is the sum of the prior Business Day's closing values of:

a)(a)  the Constant Maturity Treasury Rate for a duration equal to the Contract's withdrawal chargecurrent MVA period; plus,

Determining the Withdrawal Charge

For surrenders and withdrawals made inThe withdrawal charge period is the first six (6) Contract Years and coincides with the initial MVA Period. The withdrawal charge period begins when you establish your initial Strategies (i.e., the Start Date for the initial Strategy or Strategies) and ends on the 6^th Contract Anniversary.

The withdrawal charge does not apply to withdrawals taken from the Holding Account Value.

Withdrawal Charge Percentage

The withdrawal charge is a set percentage of the amount of the Contract Base withdrawn (or surrendered) in excess of the then available Free Withdrawal Amount. These percentages are set on the Issue Date, and will not change during the life of the Contract.

The withdrawal charge percentage starts at 9%, and the percentage decreases after each full Contract Year. On the 6^th Contract Anniversary, the withdrawal charge drops to 0% and the withdrawal charge period ends.

The withdrawal charge percentages applicable during each Contract Year during the withdrawal charge period are displayed in the table below.

Calculating the Withdrawal Charge

The withdrawal charge applies to surrenders and withdrawals, in excess of the Free Withdrawal Amount, taken during the withdrawal charge period. In general, we calculate the withdrawal charge in the following manner:

1.  We deduct any(1)  The available Free Withdrawal Amount fromis apportioned among the requested withdrawal amount;Strategies in accordance with the current allocation instructions.

2.(2)  We deduct any withdrawal amount in excess ofsubtract the Free Withdrawal Amount attributable to each Strategy from that Strategy's Base. The result is the Declared Rate Account; and

3.  If there are insufficient funds in the Declared Rate Account to satisfy your withdrawal request, we will deduct all or a portion of the remainingwithdrawal from the Strategy Base subject to the withdrawal charge.

(3)  That amount is multiplied by the withdrawal charge percentage (according to the table above) to determine the dollar amount of the withdrawal accordingcharge attributable to your instructions, or if you did not provide us with instructions, then from your Contract Value in the Guaranteed Interest Segments. If your Contract Value in the Declared Rate Account and Guaranteed Interest Segments is not sufficientStrategy.