AsTable ~~filed~~of ~~with the Securities and Exchange Commission on April 12, 2012~~Contents

As filed with the Securities and Exchange Commission on April 25, 2023

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION ~~STATEMENTON FORM S-1UNDERTHE SECURITIES ACT OF 1933~~STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PROTECTIVE LIFE INSURANCE COMPANY

(Exact name of registrant as specified in its charter)

Tennessee	~~63-0169720~~	63-0169720	~~6311~~
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)		(Primary Standard Industrial Classification Code)
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification Number)

2801 Highway 280 South ~~Birmingham, Alabama 35223 (205) 879-9230~~

~~(Address~~Birmingham, ~~including~~Alabama ~~zip code, and telephone number, including area code of registrant's principal executive offices)~~35223

~~Max Berueffy, Esq.Protective Life Insurance CompanyP.O. Box 2606Birmingham, Alabama 35202~~(205) ~~268~~879-~~1000~~9230

(Address, including zip code, and telephone number, including area code

of registrant’s principal executive offices)

Brandon Cage, Esq.

Protective Life Insurance Company

P.O. Box 2606

Birmingham, Alabama 35202

(205) 268-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Stephen E. Roth, Esq.~~Sutherland, Asbill & Brennan LLP1275 Pennsylvania Avenue, N.W.Washington, D.C. 20004-2415~~

IfThomas ~~any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box~~E. xBisset, Esq.

~~Pursuant~~Eversheds toSutherland ~~Rule~~(US) 429 under the Securities Act of 1933, the prospectus contained herein also relates to Registration Statement Nos. 33-31940, 33-39345, 33-57052, 333-02249, 333-50055, 333-32784, 333-56180, 333-76992, 333-104525, 333-123529, 333-142293, 333-150241, 333-154664, and 333-158611.LLP

~~Indicate~~700 bySixth ~~check mark whether the registrant is a large accelerated filer~~Street, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):NW

~~Large~~Washington, ~~accelerated~~D.C. ~~filer o Accelerated filer o Non-accelerated filer x Smaller reporting company o (Do not check if asmaller reporting company)~~20001

~~CALCULATION~~If OFany ~~REGISTRATION~~of ~~FEE~~the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

Title of each of securities to be registered

Amount tobe registered

Proposed maximumoffering priceper unit

Proposed maximumaggregateoffering price

Amount ofregistration fee1

Modified Guaranteed Annuity Contracts and Participating Interests Therein

—

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

~~(1) No~~If ~~new securities are being registered pursuant to~~ this ~~registration statement on~~ Form is Sa post-1.effective ~~All~~amendment ~~amounts~~filed ofpursuant ~~unsold~~to ~~securities~~ Rule 462(c) under the ~~prospectus~~Securities ~~contained~~Act, incheck the ~~prior~~following ~~registration~~box ~~statement~~and onlist ~~Form~~the ~~S-1~~Securities ~~(File~~Act ~~No.~~registration ~~333-158611)~~statement (anumber ~~total~~ of ~~$764,247,188~~the ofearlier ~~securities)~~effective ~~are carried forward into this~~ registration statement onfor ~~Form~~the ~~S-1~~same offering. o

* TheIf ~~amount~~this Form is a post-effective amendment filed pursuant to beRule 462(d) under ~~registered~~the ~~and~~Securities Act, check the ~~proposed~~following ~~maximum~~box ~~offering~~and ~~price~~list ~~per~~the ~~unit~~Securities ~~are~~Act ~~not~~registration ~~applicable~~statement ~~since~~number ~~these~~of ~~securities~~the ~~are~~earlier ~~not~~effective ~~issued~~registration instatement ~~predetermined~~for ~~amounts~~the orsame ~~units~~offering. o

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

Large accelerated filer o

Accelerated filer o

Non-accelerated filer x

Smaller reporting company o

(Do not check if a smaller reporting company)

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

ATable ~~Modified~~of ~~Guaranteed Annuity Issued by Protective Life Insurance Company P.O. Box 10648 Birmingham, Alabama 35202-0648 Telephone: 1-800-456-6330 www.protective.com Offered Through Investment Distributors, Inc.~~Contents

~~This Prospectus describes the ProSaver~~Protective® ~~Platinum~~Market ~~Contract,~~Defender aII ~~group~~Annuity ~~and~~Protective ~~individual~~Life ~~modified~~Insurance ~~guaranteed~~Company ~~annuity contract~~P. ~~This Contract is designed for investors who desire to accumulate capital on a tax deferred basis for retirement or other long term investment purposes~~O. ItBox ~~may~~10648 beBirmingham, ~~purchased on a non~~Alabama35202-~~qualified~~0648 ~~basis~~Telephone: ~~or for use with certain qualified retirement plans~~1-800-456-6330www.protective.com

AnThis ~~Annuity~~Prospectus ~~Deposit~~describes ofan atindividual, ~~least~~single ~~$10,000~~premium deferred registered index-linked annuity contract offered by Protective Life Insurance Company (the “Contract”). We will not accept any Purchase Payment after the initial Purchase Payment. The Contract is ~~required~~designed for investors who desire to ~~purchase~~accumulate capital on a ~~Contract~~tax deferred basis for retirement or other long-term investment purposes. ~~Any~~It ~~subsequent~~may ~~Annuity~~be ~~Deposit~~purchased ~~you~~by ~~want~~individuals, tocorporations, ~~add~~financial toinstitutions, ~~your~~trusts, and certain retirement plans that qualify for special federal income tax treatment, as well as those that do not qualify for such treatment. Certain Contract ~~must~~features ~~also~~and/or certain Strategies offered under the Contract may not be atavailable ~~least~~through ~~$10~~all broker-dealers or in all states. For further details,~~000~~ please contact us at 1-800-456-6330.

~~You~~The ~~may~~Purchase ~~allocate~~Payment ~~each~~is ~~Annuity~~generally ~~Deposit~~allocated to ~~one~~the orHolding ~~more investment periods~~Account, ~~called~~unless ~~Guaranteed~~the ~~Periods,~~entire ~~from~~Purchase ~~those~~Payment weis ~~offer~~received atbefore ~~the~~4 p.m. ~~time~~Eastern ~~you~~Time ~~make~~on the ~~deposit.~~Start ~~Each~~Date ~~allocation~~for toyour aStrategies, ~~Guaranteed~~in ~~Period~~which ~~must~~case bewe atwill ~~least $10,000. The amounts you~~ allocate ~~will~~your ~~earn~~Purchase ~~interest~~Payment ~~for~~to the ~~selected~~Strategy(ies) ~~period~~you atselected. ~~the~~On ~~interest~~this ~~rate~~Start Date, we ~~offer~~will atallocate the ~~time~~entire ofHolding ~~your~~Account ~~deposit.~~Value, ~~Protective~~including ~~Life~~any ~~Insurance~~accrued ~~Company~~interest, ~~makes~~among the ~~final~~various ~~determination~~Strategies asaccording to ~~Guaranteed~~your ~~Interest~~initial ~~Rates~~allocation ~~it declares~~instructions. ~~We cannot predict nor do we guarantee what future interest rates we will declare.~~

~~Purchasing~~You ~~this~~may ~~Contract~~allocate ~~involves~~your ~~certain~~Purchase ~~risks. If~~Payment ~~you~~to ~~surrender~~one ~~your~~or ~~Contract,~~more orof ~~any~~the ~~portion~~index-linked investment options (each a Strategy) that provide a rate of itreturn, ~~before~~positive, negative, or zero, based on the ~~end~~performance of aone ~~Guaranteed~~or ~~Period,~~more weindices ~~may~~(each ~~assess~~an Index) over a ~~surrender~~period ~~charge~~of ontime. No Purchase Payments beyond the ~~amount~~initial ~~you~~Purchase ~~surrender~~Payment will be accepted. WeEach ~~will~~Strategy ~~also~~provides ~~apply~~the apotential ~~Market~~for ~~Value~~investment ~~Adjustment~~gains to(Crediting ~~the~~Method) ~~amount~~and ~~you~~protection ~~surrender,~~against ~~which~~investment ~~could~~losses ~~increase~~(Downside orProtection). ~~decrease~~We offer Crediting Methods in the ~~value~~form of ~~your~~a ~~Contract.~~Participation ~~Under~~Rate ~~certain~~and ~~conditions~~a Cap, ~~you~~and ~~may~~Downside ~~withdraw~~Protection ~~earned~~in ~~interest~~the ~~without~~form of a ~~surrender~~Buffer ~~charge~~ or ~~Market~~a ~~Value Adjustment~~Floor. ~~Surrenders~~When ~~and~~calculating ~~withdrawals~~a positive rate of ~~interest~~return, ~~will~~the beParticipation ~~subject~~Rate tois ~~income~~the percentage ~~tax~~of the increase in the Index that we apply, and ~~may~~the beCap ~~subject~~is tothe amaximum percentage ~~10%~~of ~~IRS~~positive ~~penalty~~Index ~~tax~~Performance ifthat ~~taken~~we ~~before~~will ~~age~~credit ~~591/2.~~to ~~Accordingly,~~a ~~you~~Strategy. ~~could~~When ~~lose~~calculating a ~~substantial~~negative ~~portion~~rate of return, the ~~Annuity~~Buffer ~~Deposit~~establishes ~~you~~the ~~invest~~amount inof ~~the~~negative ~~Contract.~~Index ~~You~~Performance ~~should~~that ~~carefully~~we ~~consider~~will ~~your~~absorb, ~~income~~and ~~needs~~the Floor ~~before~~is ~~purchasing~~maximum aamount ~~Contract.~~of ~~Additional~~negative ~~information~~Index ~~about~~Performance ~~these~~that ~~risks~~we ~~appears~~will oncredit ~~pages~~to 12a ~~through~~Strategy. 14A ~~under~~Strategy ~~"Surrender~~with ~~Charges"~~a ~~and~~0% ~~"The~~floor ~~Market~~will ~~Value~~not ~~Adjustment"~~be ~~and~~credited onwith ~~pages~~negative 22Index ~~through~~Performance 30regardless ~~under~~of ~~"Federal~~the ~~Tax~~amount ~~Matters~~of the negative Index Performance."

OnWe ~~the~~only ~~Annuity~~credit ~~Commencement~~interest ~~Date,~~to weor ~~will~~reduce ~~apply~~Strategy ~~your~~Value ~~Net~~(dollar ~~Account~~value ~~Value~~of toa Strategy before any market value adjustment or deduction for a withdrawal charge) from a Strategy at the ~~annuity~~end ~~option~~of ~~you~~the ~~have~~Strategy ~~selected,~~Term or if you ~~may~~make ~~take~~a ~~that~~withdrawal ~~amount~~or insurrender ~~one~~the ~~lump~~Contract ~~sum~~during ~~payment~~the Term. ~~The~~If ~~annuity~~you ~~payment~~selected ~~options~~a ~~are~~Strategy ~~(1)~~with ~~payments~~a ~~for~~Buffer and you take a ~~fixed~~withdrawal ~~period~~before ~~from~~the ~~five~~end toof ~~thirty~~the ~~years~~Strategy Term, ~~(2)~~you ~~life~~will ~~income~~receive ~~with~~only ~~payments~~a ~~guaranteed~~portion ~~for~~of ~~ten~~the orBuffer’s ~~twenty~~protection, ~~years~~if Index performance is negative. If Index performance is positive, oryou ~~(3)~~will ~~payments~~be ofcredited with only a ~~fixed~~portion ~~amount~~of any return. In each case, this occurs because the elements do not fully vest until the ~~amount~~last weday ~~hold~~of isthe ~~exhausted~~Strategy. You are always fully vested in the Floor and a withdrawal at any time will reflect any negative index performance down to the Floor.

~~Please~~We ~~read~~currently ~~this~~offer ~~prospectus~~ten ~~carefully~~Strategies. ~~Investors~~We ~~should~~reserve ~~keep~~the right to change or discontinue a ~~copy~~Strategy for ~~future~~renewal ~~reference~~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 -10%, and (iii) a Strategy with a Buffer between -10% and -25%.

~~The~~Amounts ~~ProSaver~~allocated ~~Platinum~~to ~~Contract~~any isStrategy ~~not~~will fluctuate in value based on the performance of the Index and the elements associated with the Strategy that you select. You may lose money that you allocate to a ~~deposit~~Strategy. If you take a withdrawal or ~~obligation~~surrender ofthe Contract, orwe ~~guaranteed~~will byapply a Market Value Adjustment (MVA) and, ~~any~~if ~~bank~~applicable, ora ~~financial~~withdrawal ~~institution.~~charge, Itwhich ismay ~~not~~reduce ~~insured~~the byamount you receive and could result in loss of principal and previously credited interest. Because of the ~~Federal~~MVA, ~~Deposit~~we ~~Insurance~~may ~~Corporation~~increase or ~~any~~decrease ~~other~~the ~~government~~amount ~~agency,~~of ~~and~~proceeds itpayable isto ~~subject~~you from withdrawals from the Strategies. The MVA applies to ~~investment~~the ~~risk~~amount ~~including~~withdrawn or surrendered in excess of the ~~possible~~annual ~~loss~~Free Withdrawal Amount. Application of ~~investment~~the ~~principal~~MVA to a withdrawal or a surrender that exceeds the annual Free Withdrawal Amount could reduce the Contract Value to less than the amount protected by any applicable Buffer(s) or Floor (s).

~~Neither~~For ~~the~~more ~~Securities~~information ~~and~~about ~~Exchange~~Risk ~~Commission~~Factors ~~nor~~for ~~any~~this ~~state~~Contract, ~~securities~~see ~~commission~~“Risk ~~has~~Factors” ~~approved~~on ~~or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus~~p. ~~Any representation to the contrary is a criminal offense~~11.

During the first six (6) years after we issue the Contract, amounts withdrawn or surrendered from the Contract in excess of the annual Free Withdrawal Amount are subject to a withdrawal charge and any applicable premium tax, in addition to the MVA. The ~~date~~withdrawal charge starts as 9% of ~~this~~the ~~prospectus~~amount iswithdrawn ~~May~~or 1surrendered (adjusted for the MVA) in excess of the annual Free Withdrawal Amount and that percentage decreases each year to zero in the sixth year after we issue the Contract. The MVA may increase, ~~2012~~decrease, or have no effect on the amount withdrawn to satisfy the withdrawal request. If the MVA increases the proceeds payable upon withdrawal and the withdrawal charge applies, the amount of the withdrawal charge would be higher as a result of the MVA.

~~PRO~~This product is a complex insurance and investment vehicle and may not be appropriate for you if you are looking for a short-term investment or if you plan to take withdrawals or surrender the Contract before the end of the withdrawal charge period, MVA Period and/or a Strategy Maturity Date.~~PLAT~~ 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.~~0512~~

This Prospectus sets forth basic information about the Contract that a prospective investor should know before investing. You may obtain an electronic copy of the Prospectus, as well as other material that we file electronically and certain material incorporated by reference, at the SEC web site (http://www.sec.gov).

The Company’s ability to meet its obligations under the Contract is subject to the creditworthiness and claims-paying ability of the Company.

The Prospectus describes all material rights and obligations of purchasers under the Contract, including all state variations.

Please read this Prospectus carefully. You should keep a copy for future reference.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 and previously credited interest.

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

The date of this Prospectus is May 1, 2023

Table of Contents

TABLE OF CONTENTS

		Page
DEFINITIONS	1
SUMMARY	4		3
DESCRIPTION OF THE CONTRACT			7
Key Features of Your Contract	8
The Contract			7
Risk Factors	11
Parties to the Contract			7
Other Important Information you Should Know	15
Issuing a Contract			8
HOW YOUR CONTRACT WORKS	16
Right to Cancel			9
Purchasing the Contract	16
Annuity Deposits			9
Use of the Contract in Qualified Plans	19
Guaranteed Periods and Sub-Accounts			10
Allocating your Purchase Payments	19
Guaranteed Interest Rates			11
Holding Account	20
Interest Withdrawals			12
Strategies	21
Account Values			13
Effect of an Emergency Close	22
SURRENDERS			13
ACCESSING YOUR MONEY	33
Surrenders			13
Withdrawals and Surrenders	33
Surrender Value			14
Surrender and Withdrawal Restrictions	37
Surrender Charges			14
Suspension or Delay in Payments	38
The Market Value Adjustment			14
DEATH BENEFIT	39
Premium Tax			17
Payment of the Death Benefit	41
DEATH BENEFIT			17
Continuation of the Contract by a Surviving Spouse	42
Death of an Owner			17
Escheatment of Death Benefit	42
Determining the Death Benefit			17
CHARGES AND DEDUCTIONS	43
Paying the Death Benefit			17
Market Value Adjustment	43
ANNUITY BENEFITS			18
Withdrawal Charge	44
Annuity Commencement Date			18
Premium Taxes	46
Annuity Options			19
Other Information	46
Annuity Payments			19
ANNUITY PAYMENTS	47
Death of the Owner or Annuitant After the Annuity Commencement Date			20
Annuity Date	47
INVESTMENTS BY PROTECTIVE			20
Annuity Income Payments	47
OTHER CONTRACT PROVISIONS			21
Annuity Options	47
Non-Participating			21
Minimum Amounts	48
Notice			21
Death of Annuitant or Owner After Annuity Date	48
Reports			21
FEDERAL TAX MATTERS	49
Transactions and Modifications of the Contract			21
Introduction	49
Assignment or Transfer of a Contract			22
Protective’s Tax Status	49
TAXATION OF ANNUITIES IN GENERAL	50
QUALIFIED RETIREMENT PLANS	53
FEDERAL INCOME TAX WITHHOLDING	59
THE “NON-UNITIZED” SEPARATE ACCOUNT	60
LEGAL PROCEEDINGS	61
EXPERTS	62
LEGAL MATTERS	62
REGISTRATION STATEMENT	62
GENERAL MATTERS	62
DISTRIBUTION OF THE CONTRACTS	65
CEFLI	67
THE COMPANY	67

	Page
Facility of Payment		22
Protection of Proceeds		22
Error in Age or Gender		22
Suspension of Contracts		22
DISTRIBUTION OF THE CONTRACTS		22
Distribution		22
Selling Broker-Dealers		23
FEDERAL TAX MATTERS		24
Introduction		24
Protective's Tax Status		25
Taxation of Annuities in General		25
Qualified Retirement Plans		29
Federal Income Tax Withholding		33
EXECUTIVE OFFICERS		33
COMPENSATION DISCUSSION AND ANALYSIS		36
RELATED PARTY TRANSACTION POLICY AND PROCEDURES		70
LEGAL PROCEEDINGS		71
EXPERTS		71
LEGAL MATTERS		71
REGISTRATION STATEMENT		71
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		71
REQUESTING DOCUMENTS		71
PUBLIC INFORMATION		72
APPENDIX A: MATTERS RELATING TO CONTRACTS OFFERED IN CERTAIN STATES AFTER SEPTEMBER 10, 1991 AND PRIOR TO MAY 1, 1996		A-1
APPENDIX B: MATTERS RELATING TO CONTRACTS OFFERED IN CERTAIN STATES PRIOR TO SEPTEMBER 10, 1991		B-1

Table of Contents


RISK FACTORS			75
DIRECTORS AND EXECUTIVE OFFICERS			98
FINANCIAL INFORMATION			128
FINANCIAL STATEMENTS			F-1
APPENDIX A			A -1
APPENDIX B: EXAMPLE OF INDEX SUBSTITUTION			B-1
APPENDIX C: INDEX PUBLISHERS			C-1
APPENDIX D: STATE CONTRACT AVAILABILITY AND VARIATIONS OF CERTAIN FEATURES			D-1

No one is authorized to make any statement that contradicts 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 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.

Table of Contents

DEFINITIONS

“We”, “us”, “our”, “Protective Life”, and “Company”: refer to Protective Life Insurance Company. “You”, “your” and “Owner” refer to the person(s) to who a Contract has been issued.

60 Day Rate Lock Period: The time period during which we guarantee the Crediting Method rates for your initial Strategy selection(s). The 60 Day Rate Lock Period begins on the date you sign your application. We will guarantee the rates for your initial Strategy selection(s) for 60 days, even if we declare new rates during this period.

Administrative Office: Protective Life Insurance Company, P. O. Box 10648, Birmingham, Alabama 35202-0648 (for Written Notice sent by U.S. postal service) or Protective Life Insurance Company, 2801 Highway 280 South, Birmingham, Alabama 35223 (for Written Notice sent by a nationally recognized overnight delivery service).

Annuity Date: The date as of which the Contract Value, less any applicable premium tax, is applied to an Annuity Option.

Annuity Option: The method you choose by which we will determine the amount, frequency and term of the annuity income payments beginning on the Annuity Date.

Buffer: One of the Strategy Elements. The maximum percentage of negative Index Performance that we absorb. If negative Index Performance exceeds the Buffer, that excess negative performance will be reflected in the Strategy Value.

Business Day: Any day on which Protective Life is open for regular business and on which every Index used to determine any value under this Contract is compiled and published by its owner. A Business Day ends at 4 p.m. Eastern Time.

Cap: One of the Strategy Elements. The maximum percentage of positive Index Performance that we use to determine Strategy Performance.

Code: The Internal Revenue Code of 1986, as amended.

Contract: The Protective® Market Defender II Annuity.

Contract Anniversary: The same relative month and day as Contract’s first Strategy Start Date in each subsequent calendar year.

Contract Base: The sum of the Strategy Base(s) at the end of each Business Day.

Contract Value: At the end of each Business Day, the Contract Value is either (i) the Holding Account Value; or (ii) the sum of all the Strategy Values.

Contract Year: The approximate 12-month period beginning on the Contract’s first Strategy Start Date and ending on the same relative month and day in each subsequent calendar year.

Crediting Method: The specific interest credit calculation method(s), in the form of a Participation Rate and/or Cap, that applies to a Strategy.

Default Strategy: A Strategy with a 0% Floor that uses the same Index as the maturing Strategy.

Downside Protection: The level of negative Index Performance risk we assume in the form of a Buffer or Floor.

Due Proof of Death: Receipt at our Administrative Office of a certified death certificate or judicial order from a court of competent jurisdiction or similar tribunal.

Table of Contents

Floor: One of the Strategy Elements. The maximum negative Index Performance that we use to determine the Strategy Performance. The Floor is the maximum percentage loss that the Strategy can lose over a Term, even if negative Index Performance exceeds that percentage.

Free Withdrawal Amount: The amount of Contract Base that may be withdrawn each Contract Year without being subject to the Market Value Adjustment and, if applicable, the withdrawal charge. The available free withdrawal amount is calculated for each withdrawal requested.

Good Order (“Good Order”): A request or transaction generally is considered in “Good Order” if we receive it in our Administrative Office within the time limits, if any, prescribed in this Prospectus for a particular transaction or instruction, it includes all information necessary for us to execute the requested instruction or transaction, and is signed by the individual or individuals authorized to provide the instruction or engage in the transaction. A request or transaction may be rejected or delayed if not in Good Order. Good Order generally means the actual receipt by us of the instructions relating to the request or transaction in writing (or, when permitted, by telephone or Internet as described in the Prospectus) along with all forms, information and supporting legal documentation we require to effect the instruction or transaction. The specific requirements for Good Order for particular transactions are discussed in the relevant section of the Prospectus.

Holding Account: A temporary account used to receive and hold the Purchase Payment (or portions of the Purchase Payment) until being allocated to one or more Strategies according to your allocation instructions.

Holding Account Value: The Purchase Payment we receive plus any accrued interest.

Index Performance: The percentage change (increase or decrease) in the Strategy’s Index between two points in time.

Issue Date: The Business Day as of which we credit the Purchase Payment (or the first portion of it that we receive) to the Contract and the date the Contract takes effect.

Maturity Date: The date on which a Strategy is scheduled to end.

Maturity Value: The value of a Strategy on its Maturity Date.

Market Value Adjustment (“MVA”): An adjustment we make to your Strategy Value if you take a withdrawal in excess of the Free Withdrawal Amount, or to the amount we pay you if you surrender the Contract, during an MVA Period. The MVA helps offset our costs and risks of owning fixed income and other investments used to back the guarantees under your Contract from the Strategy Date to the date you take a withdrawal or surrender the Contract. The MVA may be negative, positive, or zero. This means that the MVA may decrease, increase, or have no effect on the remaining Contract Value or the amount we withdraw from your Contract Value to pay your withdrawal request or the amount we pay you if you surrender the Contract.

MVA Period: A period during which an MVA will apply if you take a withdrawal in excess of the Free Withdrawal Amount, or if you surrender the Contract. The initial MVA Period is the first six (6) Contract Years. Following the initial MVA Period of six (6) Contract Years, the MVA Period is one (1) Contract Year and automatically renews each Contract Anniversary.

Participation Rate: One of the Strategy Elements. The specified percentage of Index Performance we use to calculate Strategy Performance.

Purchase Payment: The amount paid by the Owner and accepted by the Company as consideration for this Contract.

Qualified Contracts: Contracts issued in connection with retirement plans that receive favorable tax treatment under Sections 401, 408, 408A or 457 of the Code.

Qualified Plans: Retirement plans that receive favorable tax treatment under Sections 401, 408, 408A or 457 of the Code.

~~SUMMARY~~Table of Contents

~~What~~Start Date: The date on which a Strategy is established. Start Dates occur on the ~~ProSaver~~first ~~Platinum~~and ~~Contract? The~~third ~~ProSaver~~Wednesday ~~Platinum~~of ~~Contract~~each month,that is also a ~~modified~~Business ~~guaranteed~~Day. ~~annuity~~If ~~contract~~the ~~issued~~first byor ~~Protective~~third ~~Life~~Wednesday ~~Insurance~~of ~~Company.~~a month ~~(See~~is ~~"The~~not ~~Contract".)~~a

~~How~~Business isDay, athe ~~Contract~~Start ~~Issued? We~~Date will ~~issue~~be the ~~Contract~~following ~~when~~Business ~~we receive and accept your complete application information and an initial Annuity Deposit~~Day. ~~(See "Issuing a Contract".)~~

~~What~~Strategy: isA anspecifically ~~Annuity~~defined ~~Deposit? The~~method ~~Annuity~~for ~~Deposit~~calculating is the ~~premium~~gain ~~payment~~or ~~you~~loss ~~send~~attributable us to ~~purchase~~each orallocation ~~add~~you tomake aunder the Contract. ~~You~~A ~~may~~Strategy ~~send us more than one Annuity Deposit provided each Annuity Deposit~~ is atdefined ~~least~~by ~~$10,000.~~its WeStrategy ~~may refuse to accept an Annuity Deposit and we may limit the total Annuity Deposits we will accept~~Elements. ~~(See "Annuity Deposits".)~~

~~Can~~Strategy IBase: ~~cancel~~The myamount ~~Contract? You~~allocated ~~may cancel your Contract by returning it~~ to usestablish ~~with~~ a ~~written~~Strategy cancellation request within the number of days after receiving it that your Contract specifies. This period will never be less than 10 days. When we receive your cancellation request we will treat the Contract as if it had never been issued. Depending on ~~the~~its ~~laws~~Start ~~of the state in which the Contract is delivered~~Date, ~~the~~minus ~~amount~~an weadjustment ~~will~~for ~~return~~subsequent ~~will generally equal either 1) your total Annuity Deposit(s), or 2) the Account Value, adjusted by the Market Value Adjustment formula, on the date we receive your cancellation request~~withdrawals. ~~(See "Right to Cancel".)~~

~~How~~Strategy doElements: myA ~~Annuity~~Strategy’s ~~Deposits~~Term, ~~earn~~Crediting ~~interest? You~~Method ~~allocate~~(it’s ~~each~~Participation ~~Annuity~~Rate ~~Deposit~~and, ~~(less~~if applicable, ~~premium taxes~~Cap) ~~to one or more Guaranteed Periods. Each allocation to a Guaranteed Period must be at least $10~~,~~000.~~ Weand ~~establish~~Downside aProtection ~~Sub- Account for each Guaranteed Period you select. The Sub-Account will earn interest at the Guaranteed Interest Rate for the entire Guaranteed Period.~~ (~~See~~Buffer ~~"Guaranteed~~or ~~Periods and Sub-Accounts".~~Floor).

~~What~~Strategy ~~happens~~Performance: atIndex ~~the~~Performance ~~end~~after ofapplying ~~a Guaranteed Period? At~~ the ~~end~~Strategy ofElements aand ~~Guaranteed~~Vesting ~~Period~~Factor. ~~you~~Strategy ~~may:~~Performance 1)generally ~~surrender~~limits ~~all~~the orIndex aPerformance ~~part~~that ofis ~~your~~applied ~~ending~~when ~~Sub-Account~~calculating ~~value without a surrender charge or Market Value Adjustment; 2) instruct us to apply~~ the ~~ending~~Strategy ~~Sub-Account~~ Value ~~to one or more Guaranteed Periods that you may select~~ .

Strategy Value: The dollar value of a Strategy as of close of each Business Day, before application of the MVA and deduction of any applicable withdrawal charge, fees and premium tax. It is equal to the Strategy Base, multiplied by the Strategy Performance. 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.

Surrender Value: The amount you are entitled to receive under the Contract in the event the Contract is terminated prior to the Annuity Date. The Surrender Value of the Contract is equal to the Contract Value on the surrender date adjusted by the MVA, minus the withdrawal charge (if the transaction occurs during the withdrawal charge period) and applicable premium tax.

Term: The duration of a Strategy which is generally the approximate one (1) year period from the Start Date through its Maturity Date.

Vesting Factor: A factor used to determine the portion of positive or negative Strategy Performance that we take into account when determining credited interest or a reduction in Strategy Value. 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.

Withdrawal Proceeds: The amount you receive from us after we process your withdrawal request.

Written Notice: A notice or request submitted in writing in a form satisfactory to the Company that we receive at the Administrative Office via U.S. postal service or nationally recognized overnight delivery service. Please note that we use the term “written notice” in lower case to refer to a notice that we may send to you.

~~from~~Table ~~the~~of ~~Guaranteed Periods we are then offering; or 3) do nothing and a subsequent Guaranteed Period will automatically begin. (See "Guaranteed Periods and Sub-Accounts".)~~Contents

Can I take money out of the Contract before the end of a Guaranteed Period? You may take money out of your Contract before the end of a Guaranteed Period by surrendering all or part of the Contract, or by withdrawing the interest earned during the prior contract year.SUMMARY

~~Surrenders:~~The IfProtective® ~~you~~Market ~~surrender~~Defender ~~all~~II orAnnuity ~~part~~is ofan ~~your~~individual ~~Contract~~single ~~before~~premium ~~the~~deferred ~~end~~registered ofindex-linked aannuity ~~Guaranteed~~contract ~~Period,~~issued weby ~~may~~Protective ~~deduct~~Life. We will only accept a ~~surrender~~Purchase ~~charge~~Payment (or portions of it) identified on the application and that we ~~will~~receive ~~apply~~on aor ~~Market~~before ~~Value~~the ~~Adjustment~~86th tobirthday of the ~~amount~~oldest ~~surrendered~~Owner or Annuitant. WeAdditional Purchase Payments will not ~~deduct~~be aaccepted. ~~surrender~~Our ~~charge~~refusal ~~after~~to ~~the~~accept ~~first~~additional ~~seven~~Purchase ~~years~~Payments oflimits ~~any~~your ~~Guaranteed~~ability ~~Period~~to increase your Contract Value or the Death Benefit. ~~(See~~This ~~"Surrender~~restriction ~~Charges"~~also ~~and~~prevents ~~"The~~you ~~Market~~from ~~Value~~making ~~Adjustment"~~future contributions to a Qualified Contract, including periodic contributions to an employer-sponsored retirement plan or an IRA. (See “QUALIFIED RETIREMENT PLANS.”).

~~Interest~~Purchasing ~~withdrawals: Once each Contract year, you may withdraw some or all of~~ the ~~interest earned in your~~ Contract in the prior Contract year. An automatic interest withdrawal program that allows monthly, quarterly, semi-annual or annual interest withdrawals may also be available. We will not deduct a surrender charge or apply a Market Value Adjustment to annual or automatic interest withdrawals. (See "Interest Withdrawals".)

~~Tax~~We ~~consequences~~will ~~and~~issue ~~limitations:~~the ~~Surrenders~~Contract ~~and~~once ~~interest~~we ~~withdrawals~~receive ~~may~~the beminimum ~~subject~~Purchase toPayment ~~federal~~amount. ~~and~~We ~~state~~will ~~income~~hold ~~taxes~~your ~~and~~Purchase Payment in the Holding Account, ifunless ~~taken~~we ~~prior~~receive the entire Purchase Payment before 4 p.m. Eastern Time on a Start Date. Otherwise, we apply the Purchase Payment, as long as it satisfies the minimum Purchase Payment amount, to ~~age~~the ~~591/2~~Holding Account, ~~may~~and credit interest daily. Each additional portion will be ~~subject~~applied to athe ~~10%~~Holding ~~federal~~Account ~~tax~~when ~~penalty~~we receive it. ~~(See~~We ~~"Federal~~must ~~Tax~~receive ~~Matters,~~all ~~Taxation~~remaining portions of ~~Interest~~your ~~Withdrawals~~Purchase ~~and~~Payment ~~Partial~~within ~~and~~60 days ~~Full~~of ~~Surrenders~~the date we issue the Contract," and ~~"Penalty~~we ~~Tax~~will onnot ~~Premature~~accept ~~Distributions".)~~any ~~Surrenders~~additional ~~and~~portions after that 60 day period. The interest ~~withdrawals~~rate for the Holding Account is declared in advance but may change from ~~Contracts~~time ~~issued~~to astime ~~qualified~~in ~~contracts~~our ~~under~~sole discretion, subject to the ~~Internal~~minimum ~~Revenue~~interest ~~Code~~rate. ~~may~~Interest ~~not~~credited to the Holding Account will always be ~~allowed~~positive inand ~~certain~~is ~~circumstances~~paid by Protective Life and subject to our claims paying ability. ~~(See~~For ~~"Federal~~more ~~Tax~~information ~~Matters~~on factors relevant to our claims paying ability, ~~Qualified~~please ~~Retirement~~refer ~~Plans"~~to the “Risk Factors” section.)

~~What~~Establishing isyour the surrender charge? The surrender charge is a percentage of the amount that you surrender before the end of a Guaranteed Period. The maximum surrender charge for any Guaranteed Period is 6% and it declines to 0% after seven years. We do not apply the surrender charge to amounts that may be withdrawn as annual or automatic interest withdrawals. (See "Surrender Charges".)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 Strategies that credit or deduct interest based, in part, on the performance of a broad based securities index over a one-year term. Credited interest is paid by Protective Life and subject to our claims paying ability. We calculate credited interest and reductions in Strategy Value based on percentage changes in the value of the Strategy’s Index, subject 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, or the 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 Strategies calculate performance 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 Strategy Elements are Term, Index, Crediting Method, and Downside Protection. We announce the Strategy Elements for each Strategy prior to the Start Date.

~~What~~Table ~~is a Market Value Adjustment? The Market Value Adjustment is an amount we deduct from or add to amounts that you surrender before the end~~ of a Guaranteed Period. The Market Value Adjustment formula is tied to market interest rates, as measured by the appropriate Treasury Rate. Generally, if the applicable Treasury Rate at the time of the surrender is more than 0.25% lower than the Treasury Rate associated with the Sub-Account, the Market Value Adjustment will increase the Surrender Value. Otherwise, the Market Value Adjustment will decrease the Surrender Value. Please see "The Market Value Adjustment," in this Prospectus for a more complete explanation and examples of the Market Value Adjustment formula.Contents

~~Does~~You ~~the~~can ~~Contract~~obtain ~~provide~~information aon ~~Death Benefit? If you die before~~ the ~~Annuity~~Crediting ~~Commencement~~Methods ~~Date,~~and weDownside ~~will~~Protection ~~pay~~associated awith ~~death~~each ~~benefit,~~Strategy ~~less any applicable premium tax, to your beneficiary. Generally,~~ the ~~death~~following benefit will be the greater of the Account Value or the Net Account Value as of the date we receive the paperwork necessary to process the death claim, but there are other requirements and conditions. (See "Death Benefit".)ways:

~~What~~•Directly ~~annuity~~from ~~benefit~~us ~~does~~by ~~the~~calling Contract provide? On the Annuity Commencement Date we will pay the Net Account Value in a lump sum or apply that amount to the annuity option you select. Annuity options can provide periodic payments that are based on the life of one or two Annuitants, that are guaranteed for a fixed amount of time, or both. As a general rule, the Annuity Commencement Date cannot be after an Annuitant's 95th birthday. (See "Annuity Benefits".)1-800-456-6330;

~~When~~•On isour ~~premium~~website ~~tax~~at deducted? If your Contract is subject to a premium tax, we will deduct it, according to applicable law, from the Annuity Deposits when we receive them, upon a full or partial surrender, from the Net Account Value when we apply it to an annuity option, or from the Death Benefit before we pay itwww. ~~(See "Premium Tax"~~myaccount.)protective.com; or

Is•From the ~~Contract~~financial ~~available~~professional ~~for~~who ~~Qualified~~sold ~~retirement plans? The Contract may be issued for use with retirement plans receiving special federal income tax treatment under Sections 401, 408,~~ or ~~408A~~services ofyour ~~the Internal Revenue Code such as pension and profit sharing plans (including H~~Contract.~~R. 10 plans), individual retirement accounts, and individual retirement annuities. Contracts~~

Crediting Methods

The Crediting Method creates potential for an investment gain and is 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 narrative following 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 or a Buffer. The Floor establishes a limit on the level of negative Index Performance that may be used to calculate negative Strategy Performance. The Buffer establishes the amount of negative Index Performance that we will absorb. If negative Index Performance exceeds the Buffer, the excess will be used to calculate negative Strategy Performance.

We currently offer ten Strategies. We reserve the right to change or discontinue a Strategy for 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 -10%, and (iii) a Strategy with a Buffer between -10% and -25%. We will file with the SEC and deliver to you a supplement to this Prospectus before we discontinue a Strategy.

The Strategy Performance and Strategy Value will fluctuate daily 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, Downside Protection, and 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 and your Strategy Value will reflect any negative index performance down to 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, and 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 begins at 0% and increases throughout the Term. For example, if the Term is 364 days and 91 days (1/4 of total days in the Term) have elapsed when you take your withdrawal, the Vesting Factor applied to the Buffer will be 25%. This means you will receive only 25% of the protection offered by the Buffer on day 91.

If Index performance is positive, your Strategy Value will reflect only a portion of the return because you do not fully vest in positive performance until the Strategy Maturity Date. 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. This means the Vesting Factor can reduce positive Index performance up to 75% before a Maturity Date. You should consider the Vesting Factor schedule, described in the “Strategies” section,

~~issued~~Table ~~for use with these qualified retirement plans are referred to as Qualified Contracts and these types~~ of ~~plans are referred to as Qualified Plans. (See "Federal Tax Matters".)~~Contents

~~Protective~~when norequesting ~~longer~~a ~~issues~~withdrawal ~~contracts~~or ~~under~~surrender ~~Section~~before ~~403(b) of~~ the ~~Code~~end ~~(i.e.,~~of ~~tax~~a ~~sheltered annuities or "TSAs")~~Term. InPlease ~~addition,~~see ~~Protective~~page 29 - no“Vesting ~~longer~~Factor” ~~accepts~~for ~~additional~~a ~~premiums~~schedule ~~into~~that ~~existing~~quantifies ~~TSAs without prior approval from~~ the ~~Company~~Vesting Factor.

Withdrawals and Surrenders

If you make a withdrawal or surrender the Contract, we will apply a Market Value Adjustment to any withdrawal or surrender that exceeds the Free Withdrawal Amount. If interest rates at the time of the withdrawal are higher than at the start of the MVA Period, the MVA will be negative. Conversely, if interest rates at the time of the withdrawal are lower than at the start of the MVA Period, the MVA will be positive. 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 you receive or your remaining Contract Value. Because of the MVA, we may increase or decrease the amount of proceeds payable to you from withdrawals from the Strategies.

Generally, any negative MVA, and therefore the amount we deduct from the amount you receive or your remaining Contract Value when applying the MVA, will be greater if you request a withdrawal or surrender early during an MVA Period, especially during the initial MVA Period.

Application of a negative MVA to a withdrawal request or a surrender that exceeds the Free Withdrawal Amount could reduce the Contract Value to less than the amount protected by any applicable Buffer(s) or Floor (s). 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 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. The MVA may increase, decrease, or have no effect on the amount withdrawn to satisfy the withdrawal request. If the MVA is positive, the amount of the MVA will be added to the amount we withdraw to satisfy your request, which means the amount of the withdrawal charge, if applicable, will also increase.

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).

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.

~~PROTECTIVE~~Table ~~LIFE~~of ~~INSURANCE COMPANY~~Contents

~~Business~~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.

Protective Life Insurance Company ("Protective"), a stock life insurance company, was founded in 1907. Protective is a wholly owned subsidiary of Protective Life Corporation ("PLC"), an insurance holding company whose common stock is traded on the New York Stock Exchange (symbol: PL). Protective provides financial services through the production, distribution, and administration of insurance and investment products.

CONTRACT CHARGES AND FEES

LOCATION IN PROSPECTUS

Withdrawal Charge

The withdrawal charge, which we assess during the first six (6) Contract Years, is a set percentage of the amount of Contract Base that you withdraw (in excess of the Free Withdrawal Amount) and the percentage starts at 9% (maximum) and decreases each year until it reaches 0% on the 6th Contract Anniversary.

CHARGES AND DEDUCTIONS

Market Value Adjustment (MVA)

The MVA, which we assess on withdrawals and surrenders, can increase or decrease the amount you withdraw or your Contract Value or have no effect on those amounts. The MVA is a percentage that can be negative, positive, or zero. We apply that percentage to the amount of Contract Base that you withdraw (in excess of the Free Withdrawal Amount) to determine the dollar amount of the MVA.

CHARGES AND DEDUCTIONS

Premium Tax

If your state imposes a premium tax, we will deduct the amount of the tax when we accept your Purchase Payment or when you take a withdrawal or surrender the Contract. Premium tax rates currently range from 0% to 3.5%.

CHARGES AND DEDUCTIONS

Return of Purchase Payment Death Benefit Fee (optional)

The annual cost for this optional death benefit is established on the Contract Issue Date and is a percentage of the Death Benefit Value. The current annual cost is 0.20%.

DEATH BENEFIT

~~DESCRIPTION~~HOLDING ~~OF THE CONTRACT~~ACCOUNT

~~Contracts~~Minimum ~~sold~~Guaranteed ~~before~~Interest ~~May~~Rate 1, 1996 vary significantly from those described below. Those contracts provide different rights and benefits, and the surrender charge and Market Value Adjustment may be calculated differently. Appendix A describes contracts offered from September 10, 1991 through April 30, 1996. Contracts offered before September 10, 1991 and certain Contracts offered after that date are described in Appendix B. You may always contact us if you have questions about your Contract.%

~~The Contract~~STRATEGIES

The ProSaver® Platinum Contract is a modified guaranteed annuity contract issued by Protective. Generally, this prospectus describes certificates issued under an allocated group modified guaranteed annuity contract issued by Protective to the Protective Life MGA Trust. Bankers Trust Co., N.A. of Des Moines, Iowa is the Contract Holder, as the Trustee of the Protective Financial Insurance Trust. Eligible Owners include account holders of broker-dealers that have entered into a distribution agreement to offer the Contract. Eligible Owners also include employers and other entities and organized groups acceptable to us. The certificate we issue to an Owner summarizes the provisions of the group modified guaranteed annuity contract. The provisions of the group modified guaranteed annuity contract control whether or not they are included in the certificate. We will provide a copy of the group modified guaranteed annuity contract to an Owner upon request.


Index	Current Floor		Current Buffer
S&P 500	0		—
S&P 500	(5)	%	—
S&P 500	(10)	%	—
S&P 500	(20)	%	—
S&P 500	—		(15)	%
MSCI EAFE	0		—
MSCI EAFE	(5)	%	—
MSCI EAFE	(10)	%	—
MSCI EAFE	(20)	%	—
MSCI EAFE	—	%	(15)	%

InFor ~~states~~Strategies ~~where~~with weboth doa ~~not~~Participation ~~issue~~Rate and a ~~group contract~~Cap, wethe ~~will~~Participation ~~issue~~Rate anwill ~~individual~~be ~~modified~~100% ~~guaranteed~~and ~~annuity contract directly to~~ the ~~Owner.~~Cap Inmay ~~this~~be ~~prospectus,~~greater wethan but will ~~refer~~never tobe ~~both~~less ~~the~~than ~~certificates~~1.5%. ~~under~~Strategy ~~the~~Performance ~~group~~will ~~Contract~~never ~~and~~exceed the ~~individual Contracts as a "Contract~~Cap," ~~and~~even weif ~~will~~Index ~~use~~Performance ~~the~~multiplied ~~term~~by ~~"Owner" to describe~~ the ~~owners~~Participation ofRate ~~group~~is ~~Contract~~greater ~~certificates~~than ~~as well as~~ the ~~owners~~Cap. ofFor ~~individual~~Strategies ~~Contracts.~~without ~~(See~~a ~~"Parties~~Cap, to the ~~Contract.")~~

Contracts are either Qualified or Non-Qualified. Qualified Contracts are used to fund pension and retirement programs that receive favorable tax treatment under Sections 401, 403, 408 or 408A of the Internal Revenue Code. These include H.R. 10 (Keogh) Plans, individual retirement accounts or annuities (IRAs), tax-sheltered annuity programs or annuities (TSAs), or corporate pension and profit sharing plans. Non-Qualified Contracts may also enjoy tax favored status. (See "Federal Tax Matters".)

Protective no longer issues Qualified Contracts used to fund pension and retirement programs under Section 403 of the Internal Revenue Code (including Qualified Contracts issued as TSAs). In addition, Protective, without prior approval, no longer accepts additional premiums into existing Qualified Contracts used to fund pension and retirement programs under Section 403 of the Internal Revenue Code (including Qualified Contracts issued as TSAs).

Parties to the Contract

Company: Protective Life Insurance Company, also referred to as "we," "us" and "our."

~~Owner: The~~Table person or persons who own a group Contract certificate (sometimes called "Participants" in our contract language and literature) or who own an individual Contract. An Owner is entitled to exercise all rights and privileges provided in the Contract, without the consent of a group Contract Holder. Individuals as well as non-natural persons, such as corporations or trusts, may own a Contract; two persons may own a Non-Qualified Contract together. (See "Federal Tax Matters, Tax Deferral During Accumulation Period," for more information on non-natural Owners.) In this prospectus, we may refer to Owners as "you" or "your."Contents

~~Generally,~~Participation ~~you~~Rate may ~~assign~~be orgreater ~~transfer~~than ~~your~~but ~~Non-Qualified~~will ~~Contract~~never tobe aless ~~new~~than ~~Owner by making a written request to our administrative office~~50%. AnA ~~assignment~~Strategy orwith ~~transfer~~a of50% ~~ownership,~~Participation ~~however,~~Rate ~~may~~will ~~result~~only inbe ~~tax~~credited ~~liability~~with to1/2 ~~you. (See "Other Contract Provisions, Assignment or Transfer~~ of aany ~~Contract"~~positive ~~and~~Index ~~"Federal~~Performance ~~Tax~~on ~~Matters,~~the ~~Taxation~~Maturity ~~of Interest Withdrawals and Partial and Full Surrenders"~~Date.)

Beneficiary: The person or persons who may receive the benefits of a Contract upon the death of an Owner. We will treat the surviving Owner of a jointly owned Contract as the primary Beneficiary. If there is no surviving Owner, the primary Beneficiary is the person or persons so designated by the Owner and named in our records. The contingent Beneficiary is the person or persons designated by the Owner and named in our records to be Beneficiary if no primary Beneficiary is living. In the case of some Qualified Contracts, Treasury Department regulations may restrict who may be designated as a Beneficiary.

Key Features of Your Contract

Your Contract

The Contract

The Protective® Market Defender II Annuity is an individual single premium deferred registered index-linked annuity contract.

How to Buy

The Contracts are sold through registered representatives of broker-dealers. Protective Life will issue your Contract when it receives and accepts your complete application information and a Purchase Payment through the broker-dealer you have selected.

Purchasing the Contract

Purchase Payment

The minimum Purchase Payment is $25,000. Our prior approval is required for Purchase Payments of more than $1,000,000. Additional Purchase Payments are not accepted. We will only accept a Purchase Payment received on or before the 86th birthday of the oldest Owner or Annuitant.

Issue Age

The Contract must be issued before the oldest Owner’s or Annuitant’s 86th birthday.

Right to Cancel

You have the right to return the Contract within a certain number of days (which varies by state, but is never less than ten) after you receive it. The returned Contract will be treated as if it were never issued, and you will receive a refund of the Contract Value (without application of an MVA or being assessed a withdrawal charge), in states where permitted. This amount may be more or less than the Purchase Payment. In other states, we are required to refund the greater of the Contract Value or your Purchase Payment. If the Contract is an IRA and returned to us within seven days after you receive it, we are required to refund the full amount of the Purchase Payment. Please see “Appendix D” for state variations.

Allocating Your Contract Value

Holding Account

The Holding Account is an account designed to receive and hold the Purchase Payment (or portions of it) until it is allocated to one or more Strategies according to your allocation instructions. Because the MVA Period and withdrawal charge period begin on the initial Strategy Start Date, amounts in the Holding Account are not subject to the MVA and withdrawal charge. The interest rate for the Holding Account is declared in advance, but is not guaranteed for any specific period of time. You can obtain information on the current interest rate for the Holding Account 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.

If no Beneficiary designation is in effect or if no Beneficiary is living at the time of an Owner's death, the Beneficiary will be the estate of the deceased Owner. If an Owner dies on or after the Annuity Commencement Date, the Beneficiary will become the new Owner.

Unless designated irrevocably, the Owner may change the Beneficiary by written notice prior to any Owner's death. If a Beneficiary is designated irrevocably, that Beneficiary's written consent is required before the Owner can change the Beneficiary designation or exercise certain other rights. Your request will be effective on the day you sign it. We will not be liable for any payments made to a former Beneficiary, however, unless we have first notified you that we have received your written request and all necessary written consents at our Administrative Office.

Annuitant: The person on whose life annuity income payments may be based. The Owner is the Annuitant unless the Owner designates another person as the Annuitant.

You may change the Annuitant by written notice prior to the Annuity Commencement Date. If changing Annuitants, you cannot select an Annuitant whose 95th birthday comes before the end of any Guaranteed Period or the Annuity Commencement Date without our prior approval. If any Owner is not a natural person and changes the Annuitant, the change will be treated as the death of the Owner and the Death Benefit will be paid to the Beneficiary. (See "Death Benefit".)

If an Annuitant who is not an Owner dies before the Annuity Commencement Date, the first Owner named on the application will become the new Annuitant unless the Owner had designated otherwise.

Payee: The person or persons who, generally at the designation of the Owner, receive annuity income payments under the Contract.

Issuing a Contract

You purchase a Contract by completing an application and making an Annuity Deposit of at least $10,000. We will apply your initial Annuity Deposit to the appropriate Guaranteed Period and issue your Contract as soon as is practical after we receive your Annuity Deposit and all

ofTable the necessary application information at our Administrative Office. We do not always receive your Annuity Deposit on the day that you sign your application or give the Annuity Deposit to your sales representative. In some circumstances, such as when you purchase a Contract in exchange for an existing annuity contract from another company, we may not receive your Annuity Deposit for a substantial period of ~~time after you sign your application.~~Contents

If we do not receive all of the necessary application information at our Administrative Office when we receive your Annuity Deposit, we will hold your Annuity Deposit while we attempt to complete the application. If the necessary application information is not complete after a reasonable time, we will inform you of the reason for the delay and we will return your Annuity Deposit unless you specifically consent to our holding it until the application is complete. Once we have all of your necessary application information, we will apply your Annuity Deposit to the appropriate Guaranteed Periods and issue a Contract.

Strategy

Under a Strategy, we credit interest to or deduct an amount from Strategy Value based, in part, upon the performance of one of the market Indices over the Term of the Strategy. The actual amount of interest credited to or amount deducted from Strategy Value will depend upon the Crediting Method and Downside Protection that you choose, subject to the applicable Vesting Factor. The minimum amount for each initial Strategy is $5,000. This minimum does not apply on renewal Strategies.

We offer Crediting Methods in the form of a Participation Rate and/or a Cap and Downside Protection in the form of a Floor or a Buffer. We are currently offering Floor options of 0%, -5%, -10%, and -20%, and a Buffer option of -15%. For renewal Strategies, we may change the Crediting Method applicable to each Strategy, subject to the minimum Cap and Participation Rate. We currently offer ten Strategies. We reserve the right to change or discontinue a Strategy for 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 -10%, and (iii) a Strategy with a Buffer between -10% and -25%. You can obtain information on the Crediting Methods associated 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.

Term

The approximate one (1) year period from a Strategy’s Start Date to its Maturity Date.

Index

The current indices we offer are the S&P 500 Price Return Index and the MSCI EAFE Price Return Index.

Transfers

At the end of the Strategy Term (i.e., the Maturity Date), you may use all or part of the Maturity Value to renew the Strategy or establish a new Strategy provided you satisfy the requirements for establishing new Strategies. You may not transfer any amounts from one Strategy to another Strategy before the Maturity Date.

Determining the Value of Your Contract

Contract Value

At the end of each Business Day, the Contract Value is either (i) the Holding Account Value, or (ii) the sum of all the Strategy Value(s).

Strategy Value

The value of each Strategy at the close of each Business Day is equal to the Strategy Base multiplied by the Strategy Performance. The Strategy Performance is the Strategy’s Index Performance after the Strategy Elements have been applied, then multiplied by a Vesting Factor. 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.

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. To see how the Vesting Factor affects Strategy Value, see the Vesting Factor schedule and the examples on page 29.

If you make a withdrawal or surrender the Contract 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. A withdrawal taken 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.

The date we apply your initial Annuity Deposit to the appropriate Guaranteed Periods is the Effective Date for the Contract. You will begin to earn interest under the Contract as of this date. The Contract Year is based on the anniversary of your Effective Date.

After we issue a Contract, you may make additional Annuity Deposits of at least $10,000 each. Regardless of how many Annuity Deposits you make, we will generally only issue one Contract. We have the right to decline any application or any Annuity Deposit. When we sell Contracts to retirement plans or in connection with retirement plans, those retirement plans may or may not qualify for special tax treatment under the Internal Revenue Code.

Right to Cancel

You may cancel your Contract by returning it to us with a written cancellation request within the number of days after receiving it that your Contract specifies. Unless otherwise provided by law, this period will never be less than 10 days. You must return the Contract and cancellation request to our Administrative Office or to the sales representative who sold it to you. If you return the Contract by mail, the effective date of the return will be the postmark date on your properly addressed and postage paid envelope. In the State of Connecticut, non-written requests are also accepted.

Upon receiving your returned Contract and cancellation request, we will cancel the Contract and treat it as if it had never been issued. Your Contract will specify the amount we will return upon cancellation. Depending on the laws of the state in which the Contract is delivered, the amount we will return will generally equal either 1) your total Annuity Deposit(s), or 2) the Account Value, adjusted by the Market Value Adjustment formula, on the date we receive your cancellation request.

Annuity Deposits

The Annuity Deposit is the premium payment you send us to purchase or add to a Contract. Generally, we only accept Annuity Deposits made prior to the Annuitant's 95th birthday and we have the right not to accept any Annuity Deposit if we so choose. The minimum Annuity Deposit is $10,000. We also have the right to limit the total Annuity Deposits we accept without prior approval. Currently, this amount is $2,000,000. You can make an Annuity Deposit in the form of a check made out to Protective Life Insurance Company or by any other method we deem acceptable.

You allocate Annuity Deposits, less any applicable premium tax, to one or more of the Guaranteed Periods available when you make the Annuity Deposit. You must allocate at least $10,000 to each Guaranteed Period you choose and you may not select a Guaranteed Period that extends beyond the Annuity Commencement Date.

~~Guaranteed~~Table ~~Periods~~of ~~and Sub-Accounts~~Contents

A Guaranteed Period is the period of years during which we will credit the Guaranteed Interest Rate to a Sub-Account. Currently, we offer a variety of Guaranteed Periods up to 15 years, though all Guaranteed Periods may not be available at all times or in all states. You may not select a Guaranteed Period that extends past the Annuity Commencement Date for your Contract.

Maturity Value

On the Strategy Maturity Date, we multiply the Strategy Base by the Strategy Performance (positive or negative) and add the result to the Strategy Base. The result is the Maturity Value. The Maturity Value may reflect an increase in the Strategy Base from the amount of interest we credit as a result of positive Strategy Performance or a reduction in the Strategy Base as a result of negative Strategy Performance during the Term. For examples showing how we calculate Maturity Value, please see pages 23- 25.

Accessing Your Money

Withdrawals and Surrenders

On or before the Annuity Date, you may request a withdrawal of a portion of your Contract Value or surrender your Contract. The amount of the withdrawal request must be at least $100 and the Contract Base after the withdrawal is processed must be at least $25,000 (not required for withdrawals taken to satisfy federal income tax rules concerning minimum distribution requirements applicable to your Contract).

During an MVA Period, we will apply a Market Value Adjustment to any withdrawal or surrender of the Contract that exceeds the Free Withdrawal Amount. The initial MVA Period is the first six (6) Contract Years. The initial MVA Period and the withdrawal charge period run concurrently for the first six (6) Contract Years. The withdrawal charge percentage starts at 9% and decreases to zero after the initial MVA Period. During the initial MVA Period, application of the MVA and the withdrawal charge to a withdrawal request that exceeds the Free Withdrawal Amount could reduce the Contract Value to less than the Downside Protection.

Following the initial MVA Period of six (6) Contract Years, each subsequent MVA Period is one (1) Contract Year and automatically renews each Contract Anniversary.

We only credit interest to or make a deduction from Strategy Value at the end of the Term or if you make a withdrawal or surrender the Contract during the Term. The Strategy Value reflects the positive or negative Index Performance, subject to a 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.

If you selected a Strategy with a Buffer and take a withdrawal before the end of the Strategy Term, You will receive only a portion of the Buffer’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 the 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 Floor. When applied, the Vesting Factor determines the portion of positive or negative Strategy Performance that we take into account when determining interest credited or a reduction in Strategy Value. Please see “HOW YOUR CONTRACT WORKS — Vesting Factor” for a description of the Vesting Factors and how we apply them under the Contract.

A withdrawal charge or Market Value Adjustment may reduce your Contract Value or the amount you receive from the requested withdrawal.

The Contract Value or Surrender Value of your Contract before the first Strategy Start Date is the Holding Account Value. On and after the first Strategy Start Date it is the Contract Value adjusted by the Market Value Adjustment, minus any applicable withdrawal charge. We will then deduct any applicable premium tax, and any required or requested tax withholding.

Withdrawals and surrenders will reduce the amount of the death benefit and may be subject to federal and state income taxes and, if taken before age 591/2, 10% additional tax.

Please see “Accessing Your Money — Withdrawals and Surrenders” section for examples.

Initial Guaranteed Period

We will establish a Sub-Account for each Guaranteed Period to which you allocate an Annuity Deposit. Each Sub-Account earns interest at the Guaranteed Interest Rate in effect for that Guaranteed Period from the date the Annuity Deposit is credited to the Sub-Account through the end of the Guaranteed Period or until the Sub-Account is surrendered, if earlier.

Subsequent Guaranteed Periods

At the end of a Guaranteed Period, you may select from the following options:

1. Surrender all or part of your ending Sub-Account value without a surrender charge or Market Value Adjustment;

2. Instruct us to apply the ending Sub-Account value to one or more subsequent Guaranteed Periods that you select from the Guaranteed Periods we are then offering; or

3. Do nothing and allow a subsequent Guaranteed Period automatically to begin.

Surrenders at the end of a Guaranteed Period

To surrender your ending Sub-Account value, you must request the surrender in writing no later than 10 days after the end of the expiring Guaranteed Period. If you surrender your ending Sub-Account value, any surrendered amount may be subject to income taxes, and a 10% IRS penalty tax may apply if you are not yet 591/2 years old. (See "Federal Tax Matters, Taxation of Interest Withdrawals and Partial and Full Surrenders" and "Penalty Tax on Premature Distributions".)

Selecting a subsequent Guaranteed Period

To apply the ending Sub-Account value to one or more subsequent Guaranteed Periods, you must give us written instructions as to the Guaranteed Periods that you select no later than 10 days after the end of the expiring Guaranteed Period. You may select a subsequent Guaranteed Period only from the Guaranteed Periods we are offering at the time you make your selection. No subsequent Guaranteed Period may extend past the Annuity Commencement Date for your Contract. At least $10,000 must be allocated to any subsequent Guaranteed Period.

Automatic subsequent Guaranteed Periods

Unless you instruct otherwise, the Sub-Account Value at the end of an expiring Guaranteed Period will be allocated to a subsequent Guaranteed Period. The subsequent Guaranteed Period will be the same duration as the expiring Guaranteed Period or, if we do not offer a Guaranteed Period of the same duration at that time, the longest Guaranteed Period we offer that is shorter than the expiring Guaranteed Period. The subsequent Guaranteed Period, however, will not extend past the Annuity Commencement Date. The new Sub-Account will

~~earn~~Table ~~interest~~of ~~at the Guaranteed Interest Rate in effect for that subsequent Guaranteed Period when your Sub-Account Value is allocated to it.~~Contents

Guaranteed Interest Rates in subsequent Guaranteed Periods

Market Value Adjustment

We apply a Market Value Adjustment (“MVA”) when you withdraw all or a portion of your Contract Value, in excess of the Free Withdrawal Amount, during an MVA period. It can decrease, increase, or have no effect on the amount we deduct from your Contract Base or the amount you receive from your withdrawal request. During the last month of any MVA Period, the MVA is zero and has no effect on the amount we deduct from your Contract Base or the amount you receive from your withdrawal request. For a complete description of the MVA and how we apply it, please refer to the “Market Value Adjustment” sections within the “CHARGES AND DEDUCTIONS” section of this Prospectus.

Accessing Your Money

Withdrawal Charges and Premium Taxes

We assess a withdrawal charge, if you withdraw or surrender all or a portion of your Contract Value, in excess of the Free Withdrawal Amount, during the initial MVA Period (first six (6) Contract Years), which is also the withdrawal charge period. After applying the MVA, we determine the amount of the withdrawal charge, by multiplying the Contract Base withdrawn, in excess of the Free Withdrawal Amount, by the applicable withdrawal charge percentage. The maximum withdrawal charge percentage under the Contract is 9%. We will deduct any applicable state premium tax from any of the following: 1) your Purchase Payment, when we collect it, 2) when we process a withdrawal (or surrender) request, 3) from the death benefit, or 4) from the Contract Value, before we apply it to an Annuity Option.

Death Benefit

The Contract offers two different death benefits: (1) the Contract Value Death Benefit and (2) the Return of Purchase Payment Death Benefit.

The Contract Value Death Benefit is the greater of the Contract Value or the Surrender Value, less any applicable premium tax. If you elect the Return of Purchase Payment Death Benefit rider, we will compare the Contract Value and the Surrender Value with your Purchase Payment, and the death benefit will be the greater of those amounts less any applicable premium tax.

The Return of Purchase Payment Death Benefit provides extra protection in a down market and guarantees that your beneficiary(ies) will receive at least the amount of your Purchase Payment. Contract Value and Surrender Value are based on the Strategy Value, and the Vesting Factor could have a negative impact if we are determining the death benefit on any date other than a Strategy Maturity Date. In addition, we will factor in the MVA when calculating the Surrender Value.

You must select your death benefit option when you purchase the Contract. You may not change your death benefit selection after your Contract is issued. The Contract Value Death Benefit is included with your Contract at no additional charge. You may select the Return of Purchase Payment Death Benefit for an additional fee. 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 payment of the Return of Purchase Payment Death Benefit fee. For information on the Return of Purchase Payment Death Benefit fee, please refer to the Contract Charges and Fees table on page 7 of this Prospectus.

Annuitizing Your Contract

Annuity Options

We currently offer the following Annuity Options: (1) payments for a certain period or (2) life income with or without payments for a certain period for one or two Annuitants.

~~Your~~Risk beginning Sub-Account value for any subsequent Guaranteed Period earns interest at the rate we have declared that is in effect for the subsequent Guaranteed Period(s) on the date your subsequent Guaranteed Period(s) begins. Our Guaranteed Interest Rates for subsequent Guaranteed Periods may differ from our Guaranteed Interest Rates for initial Guaranteed Periods of the same duration.Factors

~~Guaranteed~~Your ~~Interest~~Contract ~~Rates~~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.

~~From~~•Liquidity ~~time~~Risk — The Contract is intended to ~~time~~be ~~and~~a atlong-term ~~our~~investment ~~sole~~that ~~discretion~~you wemay ~~set~~use ~~Guaranteed~~to ~~Interest~~help ~~Rates~~save for ~~each~~retirement; ~~available~~it ~~Guaranteed~~is ~~Period.~~not Adesigned ~~Guaranteed~~for ~~Interest~~short-term ~~Rate~~investing. ~~credited~~While toyou aare ~~Sub-Account~~always ~~will~~permitted ~~not~~to ~~change~~take ~~during~~withdrawals ~~the~~or ~~Guaranteed~~surrender ~~Period.~~the WeContract ~~may,~~ at ~~our~~any ~~discretion~~time, ~~offer~~a ~~higher~~surrender ~~interest~~or ~~rates~~withdrawal onin ~~Annuity~~excess ~~Deposits,~~of ~~renewals,~~the orFree ~~both~~Withdrawal ifAmount ~~your~~at ~~Account~~any ~~Value~~time orduring ~~your~~an ~~Annuity~~MVA ~~Deposit~~Period is ~~$100,000~~subject orto ~~more~~a Market Value Adjustment. A surrender or withdrawal in

In determining Guaranteed Interest Rates, we consider the interest rates available on the types of instruments in which the Company intends to invest the proceeds attributable to the Contracts. (See "Investments by Protective"). In addition, we may also consider various other factors in determining Guaranteed Interest Rates, including but not limited to the following factors: regulatory and tax requirements; sales commissions and administrative expenses the Company incurs; general economic trends; and competitive factors. Protective Life Insurance Company makes the final determination as to Guaranteed Interest Rates it declares. We cannot predict nor do we guarantee what future interest rates we will declare.

Aggregation of Other ProSaver® Platinum Contracts to Determine Interest Rate

If we are offering a higher interest rate on Annuity Deposits, renewals, or both for Account Values equal to $100,000 or more when you purchase your ProSaver Platinum contract, we will aggregate the Account Values of the ProSaver Platinum contracts that you own, or own as a joint owner, for the purpose of determining the interest rate to be credited to each Guaranteed Period in your new contract. We also will aggregate the Account Values of the ProSaver Platinum contracts that you own, or own as a joint owner, when determining the credited interest rate for Guaranteed Periods in your contracts at the beginning of a subsequent Guaranteed Period in your contracts. Special rules, however, apply to Contracts held as part of an individual retirement arrangement or an employer-maintained retirement plan, such as a 403(b) plan, a tax-qualified retirement plan or a governmental 457 plan maintained for your benefit. We will only aggregate a Contract held in an individual retirement arrangement maintained for your benefit with another Contract held in an individual retirement arrangement for your benefit. Further, we will only aggregate Contracts held for your benefit under an employer-maintained retirement plan, such as a 403(b) plan or 401(a) plan, with other Contracts held for your benefit under the same employer-maintained retirement plan. We will not aggregate Contracts held as part of individual retirement arrangements with other Contracts that are not held as part of an individual retirement arrangement, and we will not aggregate Contracts held in employer-maintained retirement plans with Contracts that are not held as part of the same employer-maintained retirement plan. We will also not aggregate Contracts that you own through an individual retirement arrangement or employer-maintained retirement plan with Contracts that are owned by your family members through an individual retirement arrangement or otherwise. We may suspend, amend, or terminate the aggregation at any time without notice. The interest rate for a guaranteed period will remain fixed for the remainder of the guaranteed period, however,

~~and~~Table ~~will not be reduced if we terminate these aggregation policies or if you surrender one contract before the end~~ of the guaranteed period in one or more other contracts which were aggregated. Furthermore, by stating that we may choose to aggregate certain contracts, we are not obligating ourselves to offer a higher interest rate on Annuity Deposits, renewals, or both if your Account Value or your Annuity Deposit is $100,000 or more.Contents

~~Compounding~~excess of ~~Interest~~the Free Withdrawal Amount during the initial MVA Period (first six (6) Contract Years) is also subject to a withdrawal charge. A surrender or withdrawal may also be subject to federal and state income taxes and, if taken before age 591/2, an additional 10% tax.

~~The~~•Risk ~~Guaranteed~~of ~~Interest~~Loss — ~~Rate~~There ~~we declare for each Sub-Account~~ is ~~the~~a ~~annual~~risk ~~effective~~of ~~interest~~substantial ~~rate~~loss ~~for~~of ~~the~~your ~~Sub-Account,~~investment ~~which~~depending ~~means~~upon the ~~declared~~performance ~~interest rate includes the effects~~ of ~~compounding. Interest compounds daily in~~ the ~~Sub-Account~~Strategy(ies) ~~for~~to ~~the~~which ~~duration~~you ofallocated ~~the~~your ~~Guaranteed~~Contract ~~Period~~Value. ~~Below~~Negative isIndex anPerformance ~~illustration~~may ofcause ~~how~~your ~~interest~~Strategy isPerformance ~~credited~~to ~~during~~be ~~each~~negative ~~year~~down ofto ~~a five-year Guaranteed Period. For~~ the ~~purposes~~amount of ~~this~~the Floor ~~example,~~or wein ~~have~~excess ~~made~~of ~~assumptions~~the ~~as indicated~~Buffer.

~~Please~~As ~~note~~an ~~that the following~~ example ~~assumes~~using noa ~~surrenders~~Strategy orwith ~~withdrawals~~a ofFloor, ~~any~~assume ~~amount and no premium tax due~~ on ~~issuance.~~a AStart ~~Market~~Date ~~Value~~you ~~Adjustment~~invest ~~and~~$10,000 ~~surrender~~in ~~charge~~an ~~may~~S&P ~~apply~~500 toStrategy ~~any~~with ~~full~~a -10% orFloor. ~~partial~~On ~~surrender~~the ~~you~~Maturity ~~make~~Date, ~~prior to~~ the ~~end~~S&P of500 aIndex ~~Guaranteed~~is ~~Period (See "Surrenders")~~down -15%. ~~The~~As ~~hypothetical~~a ~~interest~~result, ~~rates~~your ~~are~~Strategy ~~for~~Performance ~~purposes~~is -10% ~~of illustration only~~ and wethe doStrategy ~~not~~will ~~intend~~have ~~them as~~ a ~~prediction~~Maturity Value of ~~any future interest rates we may declare under the Contract~~$9,000. ~~The actual interest rates we declare for any Guaranteed Period may be more or less than what we have used in this illustration.~~

~~Example~~As ofan ~~Compounding~~example atusing 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 ~~Guaranteed~~Maturity ~~Interest~~Date, ~~Rate~~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.

Deposit:	$	100,000
Guaranteed Period:		5 Years
Guaranteed Interest Rate:		3.75	%

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 receive only a portion of the Buffer’s protection if Index Performance is negative because the vested portion of the Buffer begins at 0% and increases throughout the Term. For example, if the Term is 364 days and you take a withdrawal on day 91 (after the first quarter of the Term has been completed), you will receive only 25% of the protection offered by the Buffer on that day. If Index Performance is positive, you will be credited with only a portion of the Index Performance, and application of the Vesting Factor will reduce positive Index performance by 75% during the first half of the Term and by 50% during the second half of the Term. 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 Floor. You may lose principal and previously credited interest when a withdrawal is taken before a Strategy Maturity Date, in particular if taken earlier during the Term, even if Index Performance has been positive.

	Year 1		Year 2		Year 3		Year 4		Year 5
Beginning of Year 1 Account Value:	$	100,000.00
x (1 + Guaranteed Interest Rate):		1.0375
= End or Year 1 Account Value:	$	103,750.00
Beginning of Year 2 Account Value:			$	103,750.00
x (1 + Guaranteed Interest Rate):				1.0375
= End of Year 2 Account Value:			$	107,640.63
Beginning of Year 3 Account Value:					$	107,640.63
x (1 + Guaranteed Interest Rate):						1.0375
= End of Year 3 Account Value:					$	111,677.15
Beginning of Year 4 Account Value:							$	111,677.15
x (1 + Guaranteed Interest Rate):								1.0375
= End of Year 4 Account Value:							$	115,865.04
Beginning of Year 5 Account Value:									$	115,865.04
x (1 + Guaranteed Interest Rate):										1.0375
= End of Year 5 Account Value:									$	120,209.98

In addition, withdrawals and surrenders in excess of the Free Withdrawal Amount during an MVA Period are subject to a Market Value Adjustment or MVA. The MVA protects us from the risk of loss due to a change in market interest rates between the beginning of the MVA Period and the date of the withdrawal. If interest rates at the time of the withdrawal are higher than at the start of the MVA Period, the MVA will be negative. The MVA may increase, decrease, or have no effect on the amount withdrawn to satisfy the withdrawal request. You bear the risk that the MVA may be negative and reduce the amount you receive or your Contract Value. 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. In an increasing interest rate environment, the MVA could reduce the amount received to less than the Downside Protection. Also, if the MVA is positive, the amount of the MVA will be added to the amount we withdraw to satisfy your request, which means the amount of the withdrawal charge, if applicable, will also increase.

~~Total~~Strategy ~~Interest~~Performance ~~Credited~~is based on a single point in ~~Guaranteed~~time. ~~Period:~~It ~~$120,209~~is not affected by Index Performance on any date between the Strategy Start Date and Strategy Maturity Date.98 –Strategy ~~$100,000~~Performance =may ~~$20,209~~be negative even if Index Performance was positive for some or most of the Strategy Term.~~98Account~~ As a result, your Maturity Value atmay ~~End~~be ofless ~~Guaranteed~~than ~~Period:~~the ~~$100~~Strategy Base,~~000~~ +even ~~$20~~if Index Performance has been positive through some,~~209.98~~ =or ~~$120~~most,~~209~~ of the Strategy Term.98

~~Interest~~•Limitation ~~Withdrawals~~on Allocations among Strategies — You may re-allocate your Contract Value among the available Strategies only on the Maturity Date and only if the Maturity Date occurs before your Annuity Date. For new Strategies, we may change the Crediting Method or Downside Protection applicable to each Strategy. Not more than 45, nor less than 30 calendar days before a Maturity Date, we will advise you of the 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 Strategy Elements for each 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

Once each Contract year, you may instruct us to send you all or a portion of the interest credited to your Sub-Accounts during the prior Contract year. Your instructions must be in

~~writing.~~Table ~~Currently,~~of for most Guaranteed Periods, you may establish automatic interest withdrawals that are paid to you monthly, quarterly, semi-annually or annually. We reserve the right to limit automatic interest withdrawals to one per Contract year upon notice to you.Contents

~~Interest~~Value ~~withdrawals~~for ~~remove~~the ~~money~~Strategy, ~~from~~nor ~~your~~will ~~Sub-Account~~it ~~that~~provide ~~would~~information ~~otherwise~~on ~~have~~the ~~been~~Strategies ~~compounding~~that ~~interest~~will onbe aoffered ~~daily~~at ~~basis~~that time. ~~Because~~On ofthe ~~this~~Start ~~interruption~~Date, ofthe ~~interest~~Company ~~compounding,~~will ~~the~~establish ~~more~~new Strategies that you ~~withdraw,~~can ~~the~~invest ~~less~~in ~~interest~~by ~~your~~allocating ~~Sub-Account~~Maturity ~~will~~Value ~~generate~~from ~~over~~a ~~time~~maturing Strategy. ~~Larger~~Two ~~withdrawals~~weeks ~~reduce~~prior to these Start Dates, the ~~compounding~~Company ofwill ~~interest~~declare ~~more~~the ~~than~~Term, ~~smaller~~Index, ~~withdrawals;~~Crediting ~~frequent~~Method(s) and ~~withdrawals~~Downside ~~hinder~~Protection ~~the~~for ~~compounding~~each ~~process~~Strategy ~~more~~that ~~than~~will ~~infrequent~~be ~~withdrawals;~~offered ~~and~~on ~~earlier~~the ~~withdrawals~~upcoming ~~reduce~~Start ~~your~~Date. ~~interest~~You ~~more~~may ~~than~~obtain ~~later~~this ~~withdrawals~~information ~~would.~~the following ways:

We◦Directly will not impose a surrender charge or Market Value Adjustment on interest withdrawals but interest withdrawals may be subject to federal and state income tax and a 10% penalty tax. In addition, interest withdrawals from ~~Contracts~~us ~~issued~~by ascalling ~~Tax~~1-~~Sheltered Annuities are prohibited in certain circumstances. (See "Federal Tax Matters".)~~800-456-6330;

~~Account~~◦On ~~Values~~our website at www.myaccount.protective.com; or

~~The~~◦From ~~value of a Sub-Account at any time is equal to~~ the ~~amounts~~financial ~~that~~professional ~~were~~who ~~allocated~~sold toor ~~that~~services Sub-Account, plus any interest credited to it, minus any interest withdrawals and surrenders (including any surrender charges, Market Value Adjustment and premium tax). The sum of the Sub-Account values in your Contract ~~is called the Account Value and represents the total value of your Contract~~.

~~The~~Some ~~Net~~Strategies ~~Sub-Account~~may ~~Value~~not isbe ~~equal~~offered toin the ~~Sub-Account value modified by any Market Value Adjustment~~future, ~~minus surrender charges,~~ and ~~premium~~you ~~tax~~assume ~~that would apply in~~ the ~~case~~risk ofthat ~~a full surrender of~~ the ~~Sub-Account.~~new ~~The~~Strategy ~~Net~~Elements ~~Account~~for ~~Value,~~a ~~which~~Strategy ismay ~~the~~be ~~sum~~less offavorable ~~all~~than the ~~Net~~Strategy ~~Sub-Account~~Elements ~~values~~ under your ~~Contract,~~current ~~is the amount you would be entitled to receive if you made a full surrender of your Contract~~Strategy. ~~For this reason, the Net Account Value is sometimes called the "Surrender Value" of a Contract.~~

~~SURRENDERS~~If you do not provide instructions for the allocation of your Strategy Maturity Value by 4 p.m. Eastern Time on the Strategy Start Date and you did not opt for automatic rebalancing, we will follow the instructions we have on file and apply the entire Maturity Value to a new Strategy, as long the new 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 currently offer. For information on automatic rebalancing, please refer to the “Allocating Your Purchase Payments” section on page 19.

~~Surrenders~~•Strategy Discontinuation — We currently offer ten Strategies. We reserve the right to change or discontinue a Strategy for 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 -10%, and (iii) a Strategy with a Buffer between -10% and -25%. We regularly monitor the performance of each of the Strategies. From time to time, it may become necessary to cease offering, completely or temporarily, a particular Strategy. We reserve the right to discontinue making available new Strategies when our ability to offer those Strategies has been reduced due to changes in external forces such as the economic environment or actions taken by competitors. We may also discontinue a particular Strategy if there is insufficient volume to justify the continuation.

~~Surrenders~~The allocation instructions your provide us on your application automatically become your default instructions, and ~~Partial~~we ~~Surrenders~~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~~•Changes ~~may~~to ~~surrender~~Floors, ~~your~~Buffers, ~~entire~~Participation ~~Contract~~Rates and Caps for New Strategies — Crediting Methods for new and renewal Strategies are set by us at ~~any~~our ~~time~~discretion, ~~before~~with ~~Annuity~~Participation ~~payments~~Rates ~~begin~~and Caps subject to contractual minimums. You ~~may~~risk ~~surrender~~the ~~part~~possibility ofthat the ~~Contract~~Crediting ~~before~~Methods ~~Annuity~~for ~~payments~~new ~~begin~~and ifrenewal Strategies may not be as favorable as the ~~value~~Crediting ofMethods ~~each~~for ~~remaining~~your ~~Sub-Account~~current isStrategies. atThe ~~least~~Crediting ~~$10,000~~Methods ~~after~~for a Strategy are guaranteed through the ~~surrender.~~Strategy

~~Your~~Maturity ~~surrender~~Date; ~~request~~however, ~~must~~they bemay invary ~~writing~~each ~~and,~~time ~~if you request~~ a ~~partial~~new ~~surrender,~~Strategy ~~you~~starts. ~~must~~Floors ~~specify~~and ~~the~~Buffers ~~Sub-Accounts~~for ~~from~~new ~~which~~Strategies ~~the~~are ~~partial~~also ~~surrender~~set ~~will~~by beus ~~taken.~~at Ifour ~~you~~discretion, ~~have~~subject ~~more~~to ~~than~~our ~~one~~guarantee ~~Sub-Account~~that ~~with~~ the ~~same~~available ~~Guaranteed~~Strategy ~~Period,~~options ~~you~~will ~~must~~always ~~take~~include the ~~partial~~following: ~~surrender~~(i) a ~~from~~Strategy ~~the~~with ~~Sub-Account~~a ~~with~~0% Floor (the ~~shortest~~Default ~~time~~Strategy), ~~remaining~~(ii) a ~~until~~Strategy ~~maturity.~~with a Floor from -1% to -10%,

Partial and full surrenders from Contracts issued as Tax-Sheltered Annuities are prohibited in certain circumstances. (See "Federal Tax Matters".)

Taxes May Apply

Amounts surrendered may be subject to federal and state income taxes. The taxable amount of a surrender may, under certain circumstances, be subject to a 10% federal tax penalty. In the case of Qualified Contracts, federal tax law imposes restrictions on the form and manner in which benefits may be paid. For example, surrenders from Qualified Contracts may require your spouse's consent even if your spouse is not an Owner. (See "Federal Tax Matters".) Premium tax may also apply. (See "Premium Tax".) You should consult your tax advisor about the effect a surrender from the Contract may have on your taxes.

~~Delay~~Table of ~~Payments~~Contents

Weand ~~may~~(iii) a ~~delay~~Strategy ~~payment~~with of a ~~surrender~~Buffer ~~for~~between -10% upand -25%. toYou ~~six~~risk ~~months~~the ~~from~~possibility that the ~~date~~Floors weand ~~receive~~Buffers ~~your~~for ~~written~~new ~~request,~~Strategies ormay ~~for~~not ~~the~~be ~~period~~as ~~permitted~~favorable byas ~~state~~the ~~insurance~~Floors ~~law,~~and ifBuffers ~~shorter~~for your current Strategies.

~~Surrender~~•Risks ~~Value~~Associated with the Reference Indices — Because the S&P 500® Price Return Index and the MSCI EAFE Price Return Index are each comprised of a collection of equity securities, in each case the value of the component securities is subject to market risk, or the risk that market fluctuations may cause the value of the component securities to go up or down, sometimes rapidly and unpredictably. In addition, the value of equity securities may decline for reasons directly related to the issuers of the securities. These market fluctuations may cause losses in Strategies. 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.

The ~~surrender~~COVID-19 ~~value~~pandemic ishas led to significant volatility and negative returns in the ~~amount~~financial ~~available~~markets. Until recently, interest rates in the United States have been at historically low levels as a result of the COVID-19 pandemic. As of the date of this Prospectus, interest rates have started to rise, and they may continue to rise in the future. These market conditions have impacted the performance of the indexes to which the Strategies are linked. If these market conditions continue, and depending on your individual circumstances (e.g., your selected Strategies and the timing of any purchase, transfer, or withdrawal), you ~~upon~~may experience (perhaps significant) negative returns under the Contract, including the application of a ~~surrender~~negative orMVA ~~partial~~in the case of a withdrawal or surrender. The ~~surrender~~duration ~~value~~of isthe ~~calculated~~COVID-19 aspandemic, ofand the ~~date~~future weimpact ~~receive~~that the pandemic may have on the financial markets and global economy, cannot be foreseen, however. You should consult with a financial professional about how the COVID-19 pandemic and the recent market conditions may impact your ~~surrender~~future ~~request~~investment ~~using~~decisions related to the ~~following~~Contract, ~~formula:~~such as purchasing the Contract or making transfers or withdrawals, based on your individual circumstances.

~~Surrender~~The ~~Value~~Russian/Ukraine =conflict Aand –the Sresulting –responses Mby –the PUnited States and other governments could create economic disruption that results in increased market volatility and present economic uncertainty. The duration of these events and their future impact on the financial markets and global economy, ~~where~~are difficult to determine. Any such impact could adversely affect the performance of the securities that comprise the reference Indices and may lead to losses on your investment in the Strategies. You should consult with a financial professional about how the COVID-19 pandemic and the recent market conditions may impact your future investment decisions related to the Contract, such as purchasing the Contract or making transfers or withdrawals, based on your individual circumstances.

AS&P =500® ~~the~~Index. ~~amount~~The S&P 500® Index is comprised of ~~account~~equity ~~value~~securities ~~you~~issued ~~surrender;~~by large-capitalization U.S. =companies. ~~the~~In ~~amount~~general, oflarge-capitalization ~~the~~companies ~~surrender~~may ~~charge;~~be Munable =to ~~the~~respond ~~amount~~quickly ofto ~~the~~new ~~Market~~competitive ~~Value~~challenges, ~~Adjustment;~~and Palso =may not be able to attain the ~~amount~~high growth rate of ~~any~~successful ~~applicable~~smaller ~~premium~~companies, ~~tax~~especially during periods of economic expansion.

~~Surrender~~MSCI ~~Charges~~EAFE Index. MSCI EAFE Index is an equity index that captures large and mid-cap representation across developed markets countries around the world. The securities comprising the MSCI EAFE Index are subject to the risks related to investments in foreign markets (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.

~~Surrenders~~See ~~and~~Appendix ~~partial~~C surrenders may be subject to a surrender charge. Generally, we will assess a surrender charge if you take a surrender during the first seven years of any Guaranteed Period. The surrender charge applies to renewal Guaranteed Periods, as well as initial Guaranteed Periods. We calculate the surrender charge separately for ~~each~~important ~~Sub-Account.~~information Weregarding ~~determine~~ the ~~amount~~publishers of the surrender charge for a Sub-Account as follows: first, we subtract any amount available as an interest withdrawal from the surrender amount you request; then we multiply the result by the appropriate surrender charge percentage from the table belowIndices. ~~The surrender charge percentage is determined based on the age of the Sub-Account from which the surrender is taken.~~

Number of Completed YearsIn a Guaranteed Period		Surrender ChargePercentage
	0		6	%
	1		6	%
	2		5	%
	3		4	%
	4		3	%
	5		2	%
	6		1	%
	7 or more		0	%

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

•Risk That We ~~will~~May Eliminate ~~include~~or ~~the~~Substitute ~~surrender~~an ~~charge~~Index — inThere ~~the~~is ~~amount~~no weguarantee ~~deduct~~that ~~from~~an Index will be available during the ~~Sub-Account~~entire totime ~~satisfy~~you own your ~~surrender request~~Contract. ~~The~~We ~~total~~may ~~surrender~~eliminate ~~charge~~or ~~for~~substitute ~~your~~an ~~surrender~~Index, isat any time, including before the ~~sum~~end of ~~the~~a ~~surrender~~Term, ~~charges~~if ~~for~~there ~~the~~is ~~Sub-Accounts~~a ~~from~~significant ~~which~~change ~~you~~in ~~make~~the ~~your~~calculation ~~surrender.~~or composition of

We do not apply the surrender charge after the first seven years of any Guaranteed Period or from any amount available as an interest withdrawal. Also, we do not apply a surrender charge to surrenders you request at the end of a Sub-Account's Guaranteed Period if we receive your written surrender request no later than 10 days after the end of the Guaranteed Period.

The Market Value Adjustment

We will apply a Market Value Adjustment if you request a full or partial surrender before the end of a Sub-Account's Guaranteed Period. The Market Value Adjustment reflects the relationship between market interest rates available when a Sub-Account was established

~~and~~Table ~~the interest rates available at the time~~ of the surrender from that Sub-Account, as measured by an independent index called the Treasury Rate. The Treasury Rate is the annual effective interest rate credited to certain United States Treasury instruments and it is published by Bloomberg L.P., a nationally recognized service. On the fifteenth day and the last day of each month we will identify a Treasury Rate for each Guaranteed Period. For the purpose of determining the Market Value Adjustment during the cancellation period, we will identify a Treasury Rate each day. We will be consistent in the method we use to identify the Treasury Rate and the determination is binding upon any Owner, Annuitant and Beneficiary.Contents

~~The~~the ~~Market~~Index, ~~Value~~the ~~Adjustment~~cost ~~formula~~to ~~contains~~license, athe ~~0.25%~~cost ~~set~~to ~~percentage~~support ~~factor~~the ~~that~~Strategies ~~compensates~~tied usto ~~for~~the ~~certain~~Index, ~~expenses~~or ~~and~~the ~~losses~~Index ~~that~~is discontinued or otherwise becomes unavailable. If we substitute the Index, the performance of the new Index may ~~incur~~differ from the original Index. This, ~~either~~in ~~directly~~turn, ormay ~~indirectly~~affect the Index Performance 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, aswe awill ~~result~~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. ~~Another~~An ~~factor~~Index insubstitution ~~the~~will ~~formula~~not ~~decreases~~change the ~~effect~~Crediting Method or Downside Protection for an existing Strategy. The performance of the ~~Market~~new ~~Value~~Index ~~Adjustment~~may not be as good as the ~~Sub-Account~~one ~~matures~~that byit ~~taking~~replaced ~~into~~and ~~consideration~~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 ~~number~~Index ofand ~~months~~you ~~remaining~~do innot wish to allocate your Contract Value to the ~~Guaranteed~~Strategies ~~Period~~available ~~from~~under the Contract, you may surrender your Contract, but you may be subject to a withdrawal charge and an MVA, which ~~the~~may result in a loss of principal and previously credited interest. A surrender ismay also be subject to federal and state income taxes and, if taken before age 591/2, a 10% additional tax.

~~Like~~•Creditor and Solvency Risk — Our general account assets support the ~~surrender~~guarantees ~~charge~~under the Contract and are subject to the claims of our creditors. As such, the ~~Market~~guarantees ~~Value~~under ~~Adjustment~~the isContract ~~calculated~~are ~~separately~~subject ~~for~~to ~~each~~our ~~Sub~~financial strength and claims-~~Account~~paying ability, and therefore, to the risk that we may default on those guarantees. WeYou ~~determine~~need to consider our financial strength and claims-paying ability in meeting the ~~amount~~guarantees ofunder the ~~Market~~Contract. ~~Value~~You ~~Adjustment~~may ~~for~~obtain ~~each~~information ~~Sub-Account~~on our financial condition by ~~subtracting~~reviewing ~~any~~our ~~amount~~financial ~~available~~statements. The economic impacts of the COVID-19 pandemic have and may continue to negatively affect our results of operations as ana ~~interest~~result ~~withdrawal~~of ~~from~~decreases in new sales, increases in expenses and liabilities, and losses on investments held in our general account. As of the ~~surrender~~date ~~amount~~of ~~requested~~this Prospectus, we do not believe that the economic impacts of the COVID-19 pandemic have materially impacted our financial strength and ~~then~~claims-paying ~~multiplying~~ability, and we continue to be subject to significant state solvency regulations that require us to reserve amounts to pay our contractual guarantees. You should understand, however, that the ~~result~~duration byof the ~~Market~~COVID-19 ~~Value~~pandemic, ~~Adjustment~~and ~~percentage~~the ~~derived~~future ~~from~~impact that the ~~formula~~pandemic ~~below:~~may have on the financial markets, the global economy, and our financial strength and claims-paying ability, cannot be predicted with certainty. Additionally, our statutory financial statements and information concerning our business and operations is included later in this Prospectus.

~~Market~~Other ~~Value~~Important ~~Adjustment~~Information ~~Percentage~~You =Should ~~(C – I + 0.25%) x (N/12), where~~Know

C•No =Ownership Rights — You have no ownership rights in the ~~current~~underlying ~~Treasury~~stocks ~~Rate~~comprising ~~established~~the ~~for~~Index. Purchasing the ~~same~~Contract ~~term~~is asnot equivalent to investing in the ~~Guaranteed~~underlying ~~Period~~stocks comprising the Index and you do not have any ownership interest or rights arising from ~~which~~the underlying stocks comprising the ~~surrender~~Index, issuch ~~taken;~~as Ivoting =rights, ~~the~~dividend ~~initial~~payments, ~~Treasury~~or ~~Rate~~other ~~for~~distributions. Further, if the ~~Guaranteed~~performance ~~Period~~of ~~from~~an ~~which~~Index is greater than your applicable Cap, the ~~surrender~~interest iscredited ~~taken;~~may Nbe =lower than the ~~number~~gain ofyou ~~months~~would ~~remaining~~have received on an investment in ~~the~~a ~~Guaranteed~~mutual ~~Period~~fund ~~from~~or ~~which~~exchange traded fund designed to track the ~~surrender~~performance isof ~~taken~~the selected Index.

~~The~~•No ~~Market~~Affiliation ~~Value~~with ~~Adjustment~~Index ~~may increase~~ or ~~decrease~~Underlying ~~the~~Stocks — ~~surrender~~We ~~value.~~are Ifnot ~~the~~affiliated ~~applicable~~with ~~Treasury Rate at~~ the ~~time~~sponsor of the ~~surrender~~Index isor ~~more than 0.25% lower than~~ the ~~Treasury~~underlying ~~Rate~~stocks ~~associated~~comprising ~~with~~that ~~the~~Index. ~~Sub-Account~~Consequently, the ~~Market~~Index ~~Value~~and ~~Adjustment~~the ~~will~~issuers ~~increase~~of the ~~surrender~~underlying ~~value.~~stocks ~~Otherwise,~~comprising the ~~Market~~Index ~~Value~~have ~~Adjustment~~no ~~will~~involvement ~~decrease~~with the ~~Surrender Value~~Contract.

We•Possible ~~will~~Tax ~~include~~Law Changes — There always is the ~~Market~~possibility ~~Value~~that ~~Adjustment~~the intax treatment of the ~~amount~~Contract wecould ~~deduct~~change ~~from~~by legislation or otherwise. We have the ~~Sub-Account~~right to ~~satisfy~~modify ~~your~~the ~~surrender~~Contract ~~request.~~in ~~The~~response ~~total~~to ~~Market~~legislative ~~Value~~changes ~~Adjustment~~that ~~for~~could ~~your~~diminish ~~surrender~~the isfavorable ~~the~~tax ~~sum~~treatment ofthat ~~the~~Owners ~~Market~~receive. ~~Value~~You ~~Adjustments~~should consult a tax adviser with respect to ~~the~~legislative ~~Sub-Accounts~~developments ~~from~~and ~~which~~their ~~the~~effect ~~surrender~~on isthe ~~taken~~Contract.

We do not apply the Market Value Adjustment to the withdrawal of interest credited to your Sub-Accounts during the prior Contract year. See "Description of the Contract, Interest Withdrawals." When calculating the Market Value Adjustment, we subtract any amount available as an interest withdrawal before we apply the Market Value Adjustment. If we receive your written surrender request no later than 10 days after the end of a Sub-Account's Guaranteed Period, we do not apply the Market Value Adjustment to surrenders from that Sub-Account.

Please note that the following example assumes no interest withdrawals, no premium tax due on issuance, and no surrenders other than those shown in the example. The hypothetical interest rates are for purposes of illustration only and we do not intend them as a prediction of any future interest rates we may declare under the Contract. The actual interest rates we declare for any Guaranteed Period may be more or less than what we have used in this illustration.

~~MARKET~~Table ~~VALUE~~of ~~ADJUSTMENT AND SURRENDER CHARGE EXAMPLES FULL SURRENDER AFTER COMPLETION OF YEAR 3~~Contents

Interest Guarantee Period (years):	3			5			7			Total
Initially –
Annuity Deposit:	$	10,000		$	10,000		$	10,000		$	30,000
Guaranteed Interest Rate:		3.50	%		3.75	%		4.00	%
Year 1 –
Beginning of Year Account Value:	$	10,000		$	10,000		$	10,000		$	30,000
x (1 + Guaranteed Interest Rate):		1.0350			1.0375			1.0400
= End of Year Account Value:	$	10,350.00		$	10,375.00		$	10,400.00		$	31,125.00
– Beginning of Year Account Value:	$	10,000		$	10,000		$	10,000		$	30,000
= Interest Earned during Year:	$	350.00		$	375.00		$	400.00		$	1,125.00
Year 2 –
Beginning of Year Account Value:	$	10,350.00		$	10,375.00		$	10,400.00		$	31,125.00
x (1 + Guaranteed Interest Rate):		1.0350			1.0375			1.0400
= End of Year Account Value:	$	10,712.25		$	10,764.06		$	10,816.00		$	32,292.31
– Beginning of Year Account Value:	$	10,350.00		$	10,375.00		$	10,400.00		$	31,125.00
= Interest Earned during Year:	$	362.25		$	389.06		$	416.00		$	1,167.31
Year 3 –
Beginning of Year Account Value:	$	10,712.25		$	10,764.06		$	10,816.00		$	32,292.31
x (1 + Guaranteed Interest Rate):		1.0350			1.0375			1.0400
= End of Year Account Value:	$	11,087.18		$	11,167.71		$	11,248.64		$	33,503.53
– Beginning of Year Account Value:	$	10,712.25		$	10,764.06		$	10,816.00		$	32,292.31
= Interest Earned during Year:	$	374.93		$	403.65		$	432.64		$	1,211.22
After Completion of Year 3 –
Account Value:	$	11,087.18		$	11,167.71		$	11,248.64		$	33,503.53
– Prior Year's Interest:	$	374.93		$	403.65		$	432.64		$	1,211.22
= Amount Subject to Surrender Charge and Market Value Adjustment:	$	10,712.25		$	10,764.06		$	10,816.00		$	32,292.31
Surrender Charge Percentage:		0	%		4	%		4	%
x Subjected Amount:	$	10,712.25		$	10,764.06		$	10,816.00		$	32,292.31
= Surrender Charge:	$	0.00		$	430.56		$	432.64		$	863.20
Number of Months Remaining in the Guaranteed Period:		—			24			48
Example #1 — Increasing Interest Rate Environment
Current Treasury Rate:		4.50	%		5.00	%		5.50	%
– Initial Treasury Rate:		3.75	%		4.25	%		4.75	%
+ 0.25%:		0.25	%		0.25	%		0.25	%
x Number Months Remaining / 12:		0.00			2.00			4.00
= Market Value Adjustment Percentage:		0.00	%		2.00	%		4.00	%
x Subjected Amount:	$	10,712.25		$	10,764.06		$	10,816.00		$	32,292.31
= Market Value Adjustment:	$	0.00		$	215.28		$	432.64		$	647.92
Account Value:	$	11,087.18		$	11,167.71		$	11,248.64		$	33,503.53
– Surrender Charge:	$	0.00		$	430.56		$	432.64		$	863.20
– Market Value Adjustment:	$	0.00		$	215.28		$	432.64		$	647.92
= Net Account Value:	$	11,087.18		$	10,521.87		$	10,383.36		$	31,992.41
Example #2 — Decreasing Interest Rate Environment
Current Treasury Rate:		3.00	%		3.50	%		4.00	%
– Initial Treasury Rate:		3.75	%		4.25	%		4.75	%
+ 0.25%:		0.25	%		0.25	%		0.25	%
x Number Months Remaining / 12:		0.00			2.00			4.00
= Market Value Adjustment Percentage:		0.00	%		–1.00	%		–2.00	%
x Subjected Amount:	$	10,712.25		$	10,764.06		$	10,816.00		$	32,292.31
= Market Value Adjustment:	$	0.00		$	(107.64	)	$	(216.32	)	$	(323.96	)
Account Value:	$	11,087.18		$	11,167.71		$	11,248.64		$	33,503.53
– Surrender Charge:	$	0.00		$	430.56		$	432.64		$	863.20
– Market Value Adjustment:	$	0.00		$	(107.64	)	$	(216.32	)	$	(323.96	)
= Net Account Value:	$	11,087.18		$	10,844.79		$	11,032.32		$	32,964.29

HOW YOUR CONTRACT WORKS

Purchasing the Contract

Purchase Payments

The minimum Purchase Payment is $25,000. We will issue the Contract once, we receive the minimum Purchase Payment amount. You may make the Purchase Payment by check payable to Protective Life Insurance Company or by any other method we deem acceptable. 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 Strategy(ies) you selected. 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, 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 (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. Because we only offer Start Dates on the 1st and 3rd Wednesday of each month, your Purchase 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 Payment that we receive on or before the 86th birthday of the oldest Owner or Annuitant, regardless of when the order was initiated. For purposes of determining the eligibility of a Purchase Payment, an order for a Contract is initiated when you or your financial adviser submit an electronic ticket order, an application, or signed forms requesting the transfer or exchange of assets from another account or insurance contract. Keep this age limitation for accepting the Purchase Payment 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.

We retain the right to limit the maximum 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 a Purchase Payment greater than $1,000,000.

We reserve the right to limit, temporarily hold in suspense, or reject any Purchase Payment at any time. We may exercise 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 accept subsequent Purchase Payments, you are unable to increase your Contract Value (and therefore the Death Benefit payable under the Contract) through subsequent Purchase Payments. In evaluating the purchase of a Qualified Contract, purchasers should take into consideration that they will not be able to make annual contributions to the Qualified Contract because additional Purchase Payments are not permitted. You should consult with your financial professional prior to purchasing the Contract.

60 Day Rate Lock Period

The Crediting Method rates for your initial Strategy selection(s) are guaranteed for 60 days. In order to receive those rates, 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 Crediting Method rates will be the then-current rates in effect on the Issue Date, as stated on our website. However, our procedures may result in the return of your application if we do not receive your minimum 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.

~~Premium~~Table ~~Tax~~of Contents

~~Premium~~You ~~tax~~can ~~(including~~obtain ~~related~~information ~~retaliatory~~on ~~taxes~~the ~~and~~Crediting ~~fees,~~Method ifrates ~~any)~~associated ~~will~~with ~~be deducted when applicable. If~~ your ~~Contract~~initial isStrategy ~~subject to a premium tax, we will deduct it according to applicable law from either your Annuity Deposits when received, upon a full or partial surrender, from~~ selection(s) the ~~amount~~following ~~applied to an annuity option, or from the Death Benefit. The current rate of premium tax ranges up to 3.50%.~~ways:

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

~~Death~~•On ofour anwebsite ~~Owner~~at www.myaccount.protective.com; or

If•From ~~any Owner dies prior to~~ the ~~Annuity~~financial ~~Commencement~~professional ~~Date~~who ~~while~~sold ~~the~~or ~~Contract~~services isyour ~~in force, we will pay a death benefit to the Beneficiary. If there are joint Owners to a~~ Contract ~~and one dies prior to the Annuity Commencement Date, the surviving Owner will be the Beneficiary~~. If there is no Beneficiary living or named, we will pay the death benefit to the estate of the deceased Owner. If any Owner is not a natural person, the death of the Annuitant or a change in the Annuitant will be treated as the death of an Owner. We will not pay a death benefit if an Owner dies after the Annuity Commencement Date. (See "Death of the Owner or Annuitant After the Annuity Commencement Date," page 18.)

~~Determining~~Parties to the ~~Death Benefit~~Contract

~~We will determine the death benefit as of the date we receive due proof of an~~ Owner's death. If we receive a claim for the death benefit in good order and within 12 months of the date of the Owner's death, the death benefit will be the greater of the Net Account Value or the Account Value less applicable premium tax. If we receive the claim more than 12 months after the date of death, the death benefit will be the Net Account Value. If a death benefit is payable because an Owner who is not a natural person changes the Annuitant, the death benefit will be the Net Account Value.

~~Paying~~The Owner is the ~~Death~~person ~~Benefit~~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.

~~Only~~The ~~one~~Owner ~~death~~of ~~benefit~~this ~~is payable under a~~ Contract, ~~even though the Contract~~ may, ~~under~~be ~~some~~changed ~~circumstances,~~by ~~continue~~Written ~~beyond~~Notice ~~the time of an Owner's death.~~provided:

~~The~~(1)each ~~death~~new ~~benefit~~Owner’s ~~may~~86th bebirthday ~~taken in one lump sum immediately, in which event the Contract will terminate. If the death benefit~~ is ~~not~~after ~~taken immediately as a lump sum,~~ the ~~entire~~Issue ~~interest~~Date; ~~in the Contract must be distributed under one of the following options:~~and

(12) ~~the~~each ~~entire~~new ~~interest~~Owner’s ~~must~~95th bebirthday ~~distributed~~is ~~over~~on ~~the life of the Beneficiary,~~ or ~~over~~after ~~a period not extending beyond~~ the ~~life~~Annuity ~~expectancy of the Beneficiary, with distributions beginning within one year of the Owner's death; or~~Date.

~~(2)~~ Naming a nonnatural person as an Owner or changing the ~~entire~~Owner ~~interest~~may ~~must~~result bein ~~distributed~~a ~~within~~tax ~~five~~liability. ~~years~~See “Taxation of ~~the~~Annuities ~~Owner's~~in ~~death~~General.”

~~If there is more than one~~ Beneficiary~~, these provisions apply to each Beneficiary individually.~~

IfThe ~~the~~ Beneficiary is the ~~deceased~~person ~~Owner's~~or ~~spouse~~persons ~~within~~who ~~the~~may ~~meaning~~receive ~~of federal law,~~ the ~~surviving~~benefits ~~spouse may choose, in lieu~~ of ~~taking~~this ~~the death benefit, to continue the~~ Contract ~~and~~upon ~~become~~ the ~~new Owner. The surviving spouse may then select a new Beneficiary. Upon the surviving spouse's~~ death, ~~the~~of ~~death~~any ~~benefit will become payable to the new Beneficiary and must then be distributed to the new Beneficiary in one sum immediately or according to option 1 or 2, described above~~Owner.

~~Under~~Primary — ~~the~~The ~~federal~~Primary ~~Defense~~Beneficiary ofis ~~Marriage~~the ~~Act~~surviving ~~("DOMA")~~Owner, ~~only~~if ~~individuals~~any. ofIf ~~the~~there ~~opposite~~is ~~sex~~no ~~can~~surviving beOwner, ~~treated~~the asPrimary ~~married~~Beneficiary is the person or ~~spouses.~~persons ~~DOMA~~designated isby the ~~controlling~~Owner ~~law~~and ~~when~~named ~~determining~~in ~~whether~~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 no Beneficiary designation is in effect or if no Beneficiary is living at the time of an Owner’s death, the Beneficiary will be the estate of the deceased Owner. If any Owner dies on or after the Annuity Date, the Beneficiary will become the new Owner.

Unless designated irrevocably, the Owner may change the Beneficiary by Written Notice prior to the death of any Owner. An irrevocable Beneficiary is one whose written consent is needed before the Owner can change the Beneficiary designation or exercise certain other rights. In the case of certain Qualified Contracts, Treasury Department regulations prescribe certain limitations on the designation of a Beneficiary.

Annuitant

The Annuitant is the person or persons on whose life annuity income payments may be based. The first Owner shown on the application for the Contract is the Annuitant unless the Owner designates another person as the Annuitant. The Contract must be issued prior to the Annuitant’s 86th birthday. If the Annuitant is not an Owner and dies before the Annuity Date, the Owner will become the new Annuitant unless the Owner designates otherwise. However, if any Owner is a nonnatural person, the death of the Annuitant will be treated as the death of the Owner.

~~individuals~~Table ~~are "spouses" for purposes~~ of the federal tax provisions of annuity contracts. Under federal tax law, the beneficiary of an annuity contract who is the spouse (within the meaning of DOMA) of a deceased owner is treated more favorably than a beneficiary who is not recognized as a spouse under DOMA. Specifically, as described above, a beneficiary who is a DOMA recognized spouse of the deceased owner may continue an annuity contract without taking any distributions from the contract. In contrast, a beneficiary who is not recognized as a spouse of the deceased owner under DOMA (e.g., civil union and domestic partners or same-sex spouses) must surrender the contract within 5 years of the owner's death or take distributions from the contract over the beneficiary's life or life expectancy. As a result, a beneficiary of a deceased owner who was treated as married to the owner under state law, but whose marriage is not recognized by DOMA, will be required to take distributions from the Contract in the manner applicable to non-spouse beneficiaries and will not be able to elect to continue the Contract. If you have questions concerning your status as a spouse and how that status might affect your rights under the Contract, please consult your legal adviser.Contents

The ~~death~~Owner ~~benefit~~may ~~provisions~~change ofthe ~~your~~Annuitant ~~Contract~~by ~~will~~Written beNotice ~~interpreted~~prior to ~~comply with~~ the ~~requirements~~Annuity ofDate. ~~Section~~However, ~~72(s)~~if ofany ~~the~~Owner ~~Internal~~is ~~Revenue~~not ~~Code.~~a Wenatural ~~reserve~~person, then the ~~right~~Annuitant tomay ~~endorse~~not ~~your~~be ~~Contract,~~changed. asThe ~~necessary,~~new toAnnuitant’s ~~conform~~95th tobirthday ~~regulatory~~must ~~requirements.~~be Weon ~~will~~or ~~send~~after ~~you~~the aAnnuity ~~copy~~Date ofin ~~any~~effect ~~endorsement~~when ~~containing~~the ~~such~~change ~~Contract~~of ~~modifications~~Annuitant is requested.

~~ANNUITY BENEFITS~~Payee

~~Annuity~~The ~~Commencement~~Payee ~~Date~~is the person or persons designated by the Owner to receive the annuity income payments under the Contract. The Annuitant is the Payee unless the Owner designates another party as the Payee. The Owner may change the Payee at any time.

~~You~~Issuance ~~may~~of ~~select an Annuity Commencement Date when you purchase~~ a Contract. The Annuity Commencement Date may not be earlier than the end of any Guaranteed Period nor later than the Annuitant's 95th birthday without our prior consent. If you do not select one, the Annuity Commencement Date will be the end of the Contract year immediately before the Annuitant's 95th birthday.

~~You~~To ~~may~~purchase ~~change~~a ~~the~~Contract, ~~Annuity~~you ~~Commencement~~must ~~Date~~submit certain application information and a Purchase Payment to Protective Life through a licensed representative of Protective Life. Any such licensed representative must also be a registered representative of a broker/dealer having a distribution agreement with Investment Distributors, Inc. ~~subject~~Protective Life reserves the right to ~~some~~accept ~~general~~or ~~restrictions:~~decline a request to issue a Contract. Contracts may be sold to or in connection with retirement plans which do not qualify for special tax treatment as well as retirement plans that qualify for special tax treatment under the Code.

~~• You~~If ~~must~~the ~~request~~necessary application information for a Contract accompanies the ~~change~~Purchase Payment, we will issue the 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 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. We require allocation instructions for your application to be in ~~writing~~Good Order. We will apply the Purchase Payment in accordance with your allocation instructions. If you do not provide us with allocation instructions, your application will not be in Good Order. You may transmit information necessary to complete an application to Protective Life by telephone, facsimile, or electronic media.

~~• We~~The ~~must~~Contract ~~receive~~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 ~~request~~arrangement atto ~~least~~the 30contrary, ~~days~~you, ~~before~~as the ~~new~~owner ~~Annuity~~of ~~Commencement~~the ~~Date~~Contract, ~~you~~have ~~requested~~the sole authority to make investment allocations and other decisions under the Contract.

~~• The~~Right ~~new~~to ~~Annuity Commencement Date may not come before the end of any existing Guaranteed Period.~~Cancel

~~• Unless~~If wefor ~~agree~~any ~~prior~~reason you are not satisfied with your Contract, you have the right to return the ~~change~~Contract within a certain number of days, ~~the~~which ~~new~~is ~~Annuity~~at ~~Commencement~~least ~~Date~~ten, ~~may~~after ~~not~~you bereceive ~~later~~it, ~~than~~along with a written cancellation request, to our Administrative Office or the ~~Annuitant's~~financial ~~95th~~professional ~~birthday~~who sold it. If state law requires, this “free look” period may be longer than 10 days.

~~Once~~If ~~our~~you ~~Administrative~~cancel ~~Office~~your ~~notifies~~Contract ~~you~~during ~~that~~your “free look” period, we ~~have~~will ~~received~~not ~~and~~assess ~~approved~~a ~~your~~withdrawal ~~written~~charge ~~request~~or toan ~~change~~MVA. ~~the~~The ~~Annuity~~returned ~~Commencement~~Contract ~~Date~~will be treated as if it were never issued, ~~the~~and ~~change~~you will receive a refund of the Contract Value, in states where permitted. This amount may be ~~made~~more ~~effective~~or asless than your Purchase Payment. In other states, we are required to refund the greater of the ~~date~~Contract ~~you~~Value ~~signed~~or ~~the~~your ~~request~~Purchase Payment.

~~Annuity~~Other ~~Commencement~~material ~~Dates~~state ~~that~~variations ~~occur after the Annuitant's 85th birthday~~ may ~~have~~apply. ~~adverse~~See ~~income~~Appendix ~~tax~~D ~~consequences~~for soinformation ~~you~~on ~~should~~material ~~consult~~state ~~your~~variations. ~~tax~~State ~~advisor~~variations ~~before~~are ~~requesting~~identified anin ~~Annuity~~a ~~Commencement~~special ~~Date~~contract atform ~~these~~used ~~advanced~~in ~~ages~~that state. ~~(See~~If ~~"Federal~~you ~~Tax~~would ~~Matters,~~like ~~Tax~~to ~~Deferral~~review ~~During~~a ~~Accumulation~~copy ~~Period".)~~of ~~You~~the ~~may~~contract beform ~~required~~for toyour ~~begin~~particular ~~distributions~~state, ~~from~~contact ~~Qualified~~our ~~Contracts~~Customer ~~before~~Service ~~the~~at ~~Annuity~~1-800-456-6330 ~~Commencement~~or ~~Date.~~your ~~(See~~financial ~~"Federal Tax Matters, Qualified Retirement Plans"~~representative.)

For any IRA contract returned to us within seven days after you receive it, we are required to refund the full amount of your Purchase Payment. For individual retirement annuities and Contracts issued in states where, upon cancellation, we return at least your Purchase Payment, we reserve the right to keep all or a portion of your Purchase

~~Annuity~~Table ~~Options~~of Contents

OnPayment ~~the~~in ~~Annuity Commencement Date we will apply~~ the ~~Net~~Holding Account ~~Value~~during to the ~~annuity~~“free ~~option~~look” ~~you have selected~~period. IfAfter ~~you~~the ~~have~~expiration ~~not~~of ~~selected~~the an“free ~~annuity~~look” ~~option~~period, we will ~~apply~~allocate your ~~Net~~Purchase ~~Account~~Payment ~~Value~~according to ~~Option~~your 2allocation —instructions ~~Life~~on ~~Income with Payments for a 10-year fixed period. You may select from~~ the ~~following~~next ~~annuity~~Strategy ~~options.~~Start ~~For Qualified Contracts, additional annuity options may apply with certain restrictions~~Date.

~~• Option~~We 1may —require ~~Payments~~that you wait six months before you may apply for a ~~Fixed~~Contract ~~Period.~~with us again if:

We•you ~~will~~cancel ~~make~~your ~~equal~~Contract ~~monthly~~during ~~payments for any period not less than five years nor more than 30 years. The amount of each payment depends upon~~ the ~~total~~free ~~amount~~look ~~applied, the~~ period; ~~selected and the interest rate we are using when the annuity payments are determined.~~or

• ~~Option~~you 2change —your ~~Life~~mind ~~Income~~before ~~with~~you ~~Payments~~receive ~~for~~your aContract ~~Fixed~~whether ~~Period~~we have received your Purchase Payment or not.

WePlease ~~will~~see ~~make~~“Federal ~~equal~~Tax ~~monthly~~Matters” ~~payments~~later ~~based~~in onthis ~~the~~Prospectus ~~life of 1 or 2 named Annuitants. Payments will continue~~ for ~~the~~possible ~~lifetime~~consequences of ~~the~~cancelling ~~Annuitant(s)~~your ~~with~~Contract. ~~payments~~Our ~~guaranteed~~Administrative ~~for~~Office, ~~either 10~~ or 20your ~~years.~~financial ~~Payments~~professional, ~~stop~~can atprovide ~~the~~you ~~end~~with of the ~~selected~~cancellation ~~fixed period or when the last surviving named Annuitant dies, whichever is later~~instructions.

~~• Option~~Use 3of —the ~~Payments~~Contract ~~for~~in aQualified ~~Fixed Amount.~~Plans

WeYou ~~will~~may ~~make~~purchase ~~equal~~the ~~monthly~~Contract ~~payments~~on ~~for~~ a ~~fixed~~non-qualified ~~amount~~basis. ~~The~~You ~~amount~~may ofalso ~~each~~purchase ~~payment~~it ~~may~~for ~~not~~use bewithin ~~less~~certain ~~than~~qualified ~~$10~~retirement ~~for~~plans ~~each~~or ~~$1,000~~in ofconnection ~~Net~~with ~~Account~~other ~~Value~~employee ~~applied~~benefit toplans ~~the~~or ~~annuity~~arrangements ~~option~~that receive favorable tax treatment. ~~Each~~Such ~~month~~qualified weplans ~~will~~include ~~credit~~individual ~~interest~~retirement onaccounts ~~the~~and ~~unpaid~~individual ~~balance~~retirement annuities (IRAs), and ~~add~~pension ~~that~~and ~~interest~~profit tosharing itplans (including H.R. We10 ~~will~~Plans). ~~set~~Many of these qualified plans, including IRAs, provide the ~~interest~~same ~~rate~~type inof ~~our~~tax ~~sole~~deferral ~~discretion~~as provided by the Contract. The Contract, ~~but~~however, itprovides ~~will~~benefits and features not provided by such retirement plans and employee benefit plans or arrangements alone. There may be ~~less~~costs ~~than~~and anexpenses ~~annual~~under ~~effective~~the ~~rate~~Contract ofrelated 4%to these benefits and features. ~~Payments~~You ~~will~~should ~~continue~~consult ~~until~~a qualified tax and/or financial adviser regarding the ~~amount~~use weof ~~hold~~the ~~runs~~Contract ~~out~~within a Qualified Plan or in connection with other employee benefit plans or arrangements. ~~The~~You ~~last~~should ~~payment~~carefully ~~will~~consider bethe ~~for~~benefits and features provided by the ~~balance~~Contract ~~only~~in relation to their costs as they apply to your particular situation. (See “Qualified Retirement Plans.”)

~~Other~~Allocating ~~annuity options may be available on~~ your ~~Annuity~~Purchase Commencement Date. At this time Protective does not allow you to apply a portion of your Net Account Value to an annuity option while maintaining the remaining Net Account Value available for interest withdrawals, partial surrenders or a full surrender. However, in the future we may change our procedures and allow you to select certain annuity options and apply only a portion of your Net Account Value to the option.Payment

~~Annuity~~You ~~Payments~~must provide us with instructions on how to allocate your Contract Value to the Strategies. Allocations must be in dollars or whole percentages. The 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.

WeIf ~~will~~you ~~use~~instructed ~~the~~us ~~Annuitant's~~to ~~age~~allocate onan ~~the~~amount ~~Annuity~~to ~~Commencement~~a particular Strategy for an upcoming Strategy Start Date, toand ~~determine~~we ~~the~~do ~~amount~~not ofoffer ~~the~~that ~~payments~~Strategy ~~under~~on the ~~annuity~~Start ~~option~~Date, we will attempt to contact you ~~select.~~or Weyour ~~calculate~~financial ~~the~~professional ~~amount~~to ofrequest ~~each~~new ~~annuity~~allocation ~~payment~~instructions. ~~using~~If ~~the~~we ~~Annuity~~do ~~Tables~~not ~~published~~receive innew ~~the~~allocation ~~Contract.~~instructions ~~Those~~by ~~tables~~4 p.m. ~~are~~Eastern ~~based~~Time on the ~~1983~~Strategy ~~Individual~~Start ~~Annuitant~~Date, ~~Mortality~~we ~~Table~~will Atransfer ~~projected~~the ~~four~~relevant ~~years~~Strategy’s ~~with~~entire ~~interest~~Maturity ~~credited~~Value atto 4%the ~~per~~Default ~~annum~~Strategy. ~~One~~You ~~year~~ will be ~~deducted~~notified ~~from~~in writing that this has occurred, and provided the ~~attained~~opportunity ~~age~~to ofreallocate the ~~Annuitant~~amount ~~for~~at ~~every~~the ~~three~~end ~~completed~~of ~~years~~the ~~beyond~~Term to the ~~year~~then ~~1987~~available Strategies. IfThe amount you instructed us to allocate to that particular (no longer available) Strategy will remain in the Default Strategy, with automatic renewal at the ~~time~~end ~~you~~of ~~select~~each anTerm, ~~annuity~~until ~~option,~~you weprovide ~~offer~~us ~~more~~new ~~favorable~~allocation ~~options~~instructions. orIt ~~rates,~~is ~~the~~important ~~higher~~to ~~benefits~~note that we will ~~apply~~not discontinue a Strategy once its Term has begun.

~~Generally,~~You wecan ~~will~~elect ~~make~~to ~~the~~rebalance ~~first~~your ~~annuity~~Contract ~~payment~~Value ~~one~~on ~~month~~a ~~after~~Contract ~~the~~Anniversary. ~~Annuity~~With ~~Commencement~~this ~~Date.~~option, Wewe will ~~make~~rebalance ~~subsequent~~or ~~payments~~reallocate ~~according to~~ the ~~payment~~Contract ~~mode you select. We reserve the right to pay the Net Account~~ Value inamong aall ~~lump~~of ~~sum~~your ifselected itStrategies isaccording ~~less than $5,000, and~~ to ~~change the frequency of~~ your ~~annuity~~allocation ~~payments if at any time the annuity payment is less than our current minimum payment amount~~instructions.

AsThe aPurchase ~~condition~~Payment ~~for~~is ~~making~~generally ~~the~~allocated ~~first~~to ~~annuity~~the ~~payment~~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 ~~may~~expect ~~require~~to ~~proof~~receive portions of it at different times, we will issue the ~~Annuitant's~~Contract ~~age~~when we receive the minimum Purchase Payment amount and ~~gender~~apply that amount to the Holding Account. AsEach aadditional ~~condition~~portion ~~for~~will ~~continuing~~be applied to ~~make~~the ~~annuity~~Holding ~~payments~~Account when we receive it. We must receive any remaining portions of your Purchase Payment within 60 days of the Contract Issue Date, and we will not accept any additional portions after that ~~are~~60 ~~based~~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 entire amount of your Purchase Payment from all sources indicated on the application, or (2) 60 days after the Contract Issue Date, assuming we have received, at least, the minimum Purchase Payment amount

~~the~~Table ~~life~~ of ~~an Annuitant, we may at any time require proof that the Annuitant is still living. You may not surrender this Contract after annuity payments begin.~~Contents

~~Death~~($25,000). ofOnce ~~the~~we ~~Owner~~have orestablished ~~Annuitant~~your ~~After~~Strategies, ~~the~~we ~~Annuity~~will ~~Commencement~~not ~~Date~~accept any additional Purchase Payments. The minimum amount for each initial Strategy is $5,000. This minimum does not apply on renewal Strategies.

IfOwners may change allocation instructions by Written Notice at any ~~Owner~~time. orOwners ~~Annuitant~~may ~~dies~~also onchange orinstructions ~~after~~by ~~the~~telephone, ~~Annuity~~facsimile, ~~Commencement~~automated ~~Date~~telephone ~~and~~system ~~before~~or ~~all~~via the ~~annuity~~Internet ~~payments~~at ~~have~~www.protective.com ~~been~~(“non-written ~~made~~instructions”). For non-written instructions regarding allocations, we ~~will~~may ~~distribute~~require ~~any~~a ~~remaining~~form ~~payments~~of atpersonal ~~least~~identification asprior ~~rapidly~~to asacting ~~under~~on ~~the~~instructions ~~annuity~~and ~~option~~we inwill ~~effect~~record onany ~~the~~telephone ~~date~~voice ~~of death~~instructions. ~~After~~If ~~the~~we ~~death~~follow ofthese ~~an Annuitant~~procedures, we will ~~make~~not be liable for any ~~remaining~~losses ~~payments~~due to unauthorized or fraudulent instructions. We reserve the ~~Beneficiary~~right ~~unless~~to ~~you~~limit ~~specified~~or ~~otherwise~~eliminate ~~before~~any ~~the~~of ~~Annuitant~~these ~~died~~non-written communication methods for any Contract at any time for any reason.

~~INVESTMENTS~~Holding ~~BY PROTECTIVE~~Account

~~Protective's~~The ~~investment~~Holding ~~philosophy~~Account is ~~to maintain~~ a ~~portfolio~~temporary ~~that~~account isused ~~matched~~exclusively to ~~its~~accumulate ~~liabilities with respect to yield, risk,~~ and ~~cash~~hold ~~flow~~the ~~characteristics.~~Purchase ~~The~~Payment ~~types~~(or portions of ~~assets~~it) inuntil ~~which~~it ~~Protective~~is ~~may~~applied ~~invest~~to ~~are~~the ~~governed~~Strategy(ies) byon ~~state~~the ~~laws~~Contract’s ~~that~~initial ~~prescribe~~Strategy ~~permissible~~Start ~~investment assets~~Date. ~~Within~~The ~~the~~Holding ~~parameters~~Account ofis ~~these~~not ~~laws,~~treated ~~Protective~~as ~~invests~~a ~~its~~Strategy. ~~assets~~On ~~giving~~and ~~consideration~~after tothe ~~such~~Business ~~factors~~Day aswe ~~liquidity~~apply ~~needs,~~the ~~investment~~Holding ~~quality,~~Account ~~investment~~Value ~~return,~~to ~~matching~~the ofStrategy(ies) ~~assets~~according ~~and~~to ~~liabilities,~~your ~~and~~allocation ~~the~~instructions, ~~overall composition of~~ the ~~investment~~Holding ~~portfolio~~Account byValue ~~asset~~will ~~type~~be ~~and credit exposure~~$0.

InThe ~~establishing~~Purchase ~~Guaranteed~~Payment ~~Interest~~is ~~Rates,~~generally ~~Protective~~allocated ~~intends~~ to ~~take~~the ~~into~~Holding ~~account~~Account, ~~among~~unless ~~other~~the ~~things,~~entire ~~the~~Purchase ~~yields~~Payment ~~available~~is received on ~~the~~a ~~instruments~~Start Date before 4 p.m. Eastern Time in which itcase ~~intends~~we towill ~~invest~~allocate ~~the~~your ~~proceeds~~Purchase ~~from~~Payment to the ~~Contracts~~Strategy(ies) you selected. ~~(See~~The ~~"Guaranteed~~interest ~~Interest~~rate ~~Rates".)~~for ~~Protective's~~the ~~investment~~Holding ~~strategy~~Account ~~with~~is ~~respect~~declared toin advance, but is not guaranteed for any specific period of time. Generally, we review and declare the ~~proceeds~~interest ~~attributable~~rate tofor the ~~Contracts~~Holding ~~will~~Account beat tocertain ~~primarily~~intervals ~~invest~~(for inexample, ~~investment-grade~~every ~~debt~~two ~~instruments~~weeks); ~~having~~however, ~~durations~~we ~~tending~~reserve the right to ~~match~~declare ~~the~~a ~~applicable~~new ~~Guaranteed~~interest ~~Periods~~rate at any time and without any prior notice to you. ItWe iswill ~~also~~not ~~anticipated~~declare ~~that~~an ~~some~~interest ~~portion~~rate offor the ~~portfolio~~Holding ~~will~~Account beless ~~invested~~than ina ~~commercial~~minimum ~~mortgages~~interest rate of 1%. ~~Protective~~The minimum interest rate may ~~also~~be ~~invest~~higher in ~~lower~~some ~~than~~states. ~~investment-grade~~You ~~debt~~can ~~instruments.~~obtain information on the current interest rate for the Holding Account the following ways:

~~Investment-grade~~•Directly ~~debt instruments in which Protective intends to invest the proceeds~~ from ~~the~~us ~~Contracts~~by ~~include:~~calling 1-800-456-6330;

~~Securities~~•On ~~issued~~our bywebsite ~~the~~at ~~United~~www.myaccount.protective.com; ~~States Government~~ or ~~its agencies or instrumentalities, which issues may or may not be guaranteed by the United States Government.~~

~~Mortgage-backed~~•From ~~and corporate debt securities that have an investment grade, at~~ the ~~time~~financial ofprofessional ~~purchase,~~who ~~within~~sold ~~the four highest grades assigned by Standard & Poor's Corporation ("S&P") (AAA, AA, A,~~ or ~~BBB)~~services oryour ~~any other nationally recognized rating service~~Contract. Protective considers bonds rated BBB or higher by S&P to be investment grade. As of December 31, 2011, 93.0% of bonds in which Protective invests were considered investment grade; 44.1% of these bonds were rated BBB.

~~Mortgage-backed~~Interest ~~securities~~rates ~~are~~for ~~based~~the ~~upon~~Holding ~~residential~~Account ~~mortgages~~have ~~which~~an ~~have~~effective ~~been~~date — ~~pooled~~the ~~into~~date ~~securities.~~on ~~Mortgage-backed~~which ~~securities~~the ~~may~~rate ~~have~~takes ~~greater~~effect. ~~cash~~The ~~flow~~effective ~~volatility~~date aswill anot ~~result~~be ofearlier than the ~~pass-through~~day ofimmediately ~~prepayments~~following ofthe ~~principal~~day on which the ~~underlying~~rate ~~loans.~~is ~~Prepayments~~declared, ofbut ~~principal~~it onmay ~~the~~be ~~underlying~~later. ~~residential~~On ~~loans~~and ~~can~~after beeach ~~expected~~effective todate, ~~accelerate~~that ~~with~~rate ~~decreases~~applies into ~~interest~~the ~~rates~~entire ~~and~~Holding ~~diminish~~Account, ~~with~~and ~~increases~~remains in ~~interest~~effect ~~rates~~until we set a different rate.

Debt obligations which have a Standard & Poor's rating below investment grade may comprise a portion of the portfolio. Risks associated with investments in less than investment-grade debt obligations may be significantly higher than risks associated with investments in debt securities rated investment grade. Risk of loss upon default by the borrower is significantly greater with respect to such debt obligations than with other debt securities because these obligations may be unsecured or subordinated to other creditors. Additionally, there is often a thinly traded market for such securities and current market quotations are frequently not available for some of these securities. Issuers of less than investment grade debt obligations

~~usually~~Table ~~have higher levels~~ of indebtedness and are more sensitive to adverse economic conditions, such as recession or increasing interest rates, than investment-grade issuers. Fixed maturity securities rated BBB may have speculative characteristics and changes in economic conditions or other circumstances are more likely to lead to a weakened capacity of the issuer to make principal and interest payments than is the case with higher rated fixed maturity securities.Contents

Protective's primary mortgage lending emphasis has been on small commercial mortgage loans to finance shopping centers that provide for the necessities of life. Protective has been making this type of loan for many years with little principal loss over that time.Strategies

The ~~federal~~Contract ~~government~~offers orStrategies ~~its~~for ~~instrumentalities~~allocating ~~does~~your ~~not~~Contract ~~guarantee~~Value. ~~the~~A ~~Contracts.~~Strategy ~~Protective~~is ~~backs~~defined by the ~~guarantees~~dollar ~~associated~~amount ~~with~~applied to establish it and the ~~Contracts~~Strategy Elements.

~~While~~You ~~the~~may ~~foregoing~~establish ~~generally~~a ~~describes~~Strategy ~~our~~only ~~investment~~on ~~strategy~~its ~~with~~Start ~~respect~~Date toby ~~the~~allocating ~~proceeds~~all ~~attributable~~or toa ~~the~~portion ~~Contracts,~~of weyour ~~are~~Purchase ~~not~~Payment ~~obligated~~or ~~to invest the proceeds attributable to the Contracts according to any particular strategy, except as may be required~~ by ~~the~~allocating ~~insurance~~Maturity ~~laws~~Value offrom ~~Tennessee~~a ~~and~~maturing ~~other states in which we operate~~Strategy. ~~Contract~~On ~~owners do not participate in~~ the ~~investment~~Start ~~performance~~Date, ofwe ~~these~~will ~~assets.~~establish ~~The~~new ~~risk~~Strategies ofaccording ~~investment~~to ~~gain~~your orallocation ~~loss is borne entirely by the Company~~instructions.

~~OTHER~~Not ~~CONTRACT~~less ~~PROVISIONS~~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:

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

~~The~~•On ~~Contract does not share in~~ our ~~surplus~~website orat ~~profits and does not pay dividends~~www.myaccount.protective.com; or

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

~~All~~Note: ~~instructions~~We ~~and~~currently ~~requests~~offer toten ~~change~~Strategies. orWe ~~assign~~reserve athe ~~Contract~~right ~~must~~to bechange inor discontinue a ~~written~~Strategy ~~form~~for ~~acceptable~~renewal toTerms, usbut ~~and~~we ~~signed~~guarantee bythat the ~~Owner.~~available ~~The~~Strategy ~~instruction,~~options ~~change~~will oralways ~~assignment~~include ~~will~~the ~~relate~~following: ~~back~~(i) a toStrategy ~~and~~with ~~take~~a ~~effect~~0% Floor on (the ~~date~~Default ~~it was signed~~Strategy), ~~but~~(ii) a weStrategy ~~will~~with ~~not~~a Floor befrom -1% ~~responsible~~to -10%, ~~for~~and ~~following~~(iii) a ~~any~~Strategy ~~instruction~~with ora ~~making~~Buffer ~~any~~between -10% ~~change~~and -25%. orIf ~~assignment before~~ we ~~receive~~decline itto ~~and~~offer ~~acknowledge~~a itparticular ~~through~~Strategy ~~our~~on ~~Administrative~~a ~~Office.~~Start ~~Send correspondence to: Investment Products Services~~Date, P.it O.will ~~Box~~not ~~10648,~~impact ~~Birmingham,~~any ~~Alabama~~Strategies ~~35202-0648~~previously established.

~~Reports~~The Strategies experience gains or losses based in part on the performance of an Index. Allocating to a Strategy is not an investment in the securities markets, or in underlying mutual funds sometimes known as “index funds.”

AtStrategy ~~least once each year, we will send you a report showing the current AccountValue, Sub-Account values, interest credited and any other information required by law.~~Elements

~~Transactions~~Each ~~and~~Strategy ~~Modification~~is ofdefined by the ~~Contract~~following Strategy Elements: the Index, a Crediting Method, Downside Protection, and a Term.

~~Currently,~~Index ~~you must make any request for a change or transaction under your Contract in writing~~ and onIndex a form acceptable to Protective. Changes and transactions under your Contract include actions such as: making additional Annuity Deposits; requesting surrenders or interest withdrawals; changing the Annuity Commencement Date, annuity option, or Annuitant; or making a death benefit claim.Performance

NoThe ~~one~~Indices iswe ~~authorized~~currently tooffer ~~modify~~are orthe ~~waive~~S&P ~~any~~500 ~~term~~Index orand ~~provision~~the ofMSCI ~~the~~EAFE ~~Contract~~Index. ~~unless~~Index wePerformance ~~agree~~is ~~and~~the ~~unless~~measure itof isthe percentage ~~signed~~increase byor ~~our~~decrease ~~President,~~in ~~Vice~~the ~~President~~reference orIndex ~~Secretary~~between two points in time. We ~~reserve~~calculate ~~the~~Index ~~right~~Performance toon ~~change~~each orBusiness ~~modify~~Day ~~the~~for ~~provisions~~purposes of determining the ~~Contract~~Strategy toPerformance ~~conform~~and tothen ~~any~~the ~~applicable~~Strategy ~~laws~~Value. However, ~~rules~~any orinterest ~~regulations~~credited ~~issued~~or byamount adeducted ~~government~~resulting ~~agency,~~from orStrategy toPerformance ~~assure~~is ~~the~~not ~~Contract~~actually ~~continues~~realized tounless ~~qualify~~that asBusiness anDay ~~annuity~~is: ~~under~~ the ~~Internal~~Strategy’s ~~Revenue~~Maturity ~~Code.~~Date; Weor, ~~will~~a ~~send~~day you make a ~~copy~~withdrawal offrom ~~any~~(or ~~endorsement~~a ~~that~~surrender ~~modifies~~of) your Contract. ~~and~~Strategy ~~will~~Performance ~~obtain~~is ~~all~~the ~~necessary~~Strategy’s ~~approvals~~Index ~~including,~~Performance ~~where~~after ~~required~~applying the Strategy Elements, ~~that~~and ofapplicable ~~the~~Vesting ~~Owner~~Factor. Strategy Performance may be different than Index Performance.

~~Assignment~~Table ~~or Transfer~~ of ~~a Contract~~Contents

~~You~~Effect ~~have~~of ~~the~~an ~~right~~Emergency toClose ~~assign~~ or ~~transfer~~Interruption aon Contract if it is permitted by applicable law. Generally, you do not have the right to assign or transfer a Qualified Contract. We do not assume responsibility for any assignment or transfer. Any claim made under an assignment or transfer is subject to proof of the nature and extent of the assignee's or transferee's interest before we make a payment. Assignments and transfers have federal income tax consequences. An assignment or transfer may result in the Owner recognizing taxable income. (See, "Federal Tax Matters, Taxation of Interest Withdrawals and Partial and Full Surrenders".)Index

~~Facility~~It is possible that the market on which an Index is based could experience an emergency close, or that the compiler of ~~Payment~~the Index experience 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 for the Contract until the next Business Day.

IfCrediting the Annuitant or Beneficiary is incapable of giving a valid receipt for any payment, we may make payment to whomever has assumed his or her care and principal support. Any such payment shall fully discharge us to the extent of that payment.Methods

~~Protection~~Each Strategy will have a Crediting Method. The Crediting Method for a Strategy will not change during the Term of ~~Proceeds~~the Strategy. The Crediting Methods we offer include a Participation Rate and may include a Cap and are described in the table below. For Strategies with both a Participation Rate and a Cap, the Participation Rate will be 100% and the Cap may be greater than but will never be less than 1.5%. For Strategies without a Cap, the Participation Rate may be greater than but will never be less than 50%. 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.

To the extent permitted by law, no benefits payable under a Contract will be subject to the claims of creditors of any payee.


Participation Rate						A Participation Rate is a specified percentage of Index Performance that we use to calculate the Strategy Performance. The Participation Rate only applies to positive Index Performance.

Cap						The Cap is the maximum percentage of positive Index Performance that may be used to calculate Strategy Performance. The Cap will never be less than the minimum Cap we identify in the chart in the Summary section of this Prospectus and on the Schedule of your Contract, regardless of the Participation Rate or Downside Protection. On the Maturity Date, the positive Index Performance used to calculate Strategy Performance will be the lesser of the actual positive percentage change in the value of the Index over the Term or the Strategy Cap.

Participation Rate and a Cap						If a Strategy includes both a Participation Rate and a Cap, the Participation Rate will be 100%. Strategy Performance is the lesser of the Cap, or the Index Performance multiplied by the Participation Rate (100%). We apply the Participation Rate to Index Performance and not the Cap. Strategy Performance will never exceed the Cap, even if Index Performance multiplied by the Participation Rate is greater than the Cap.

~~Error~~Please inconsult ~~Age~~your orfinancial ~~Gender~~professional for information on current Participation Rates and Caps.

When a Contract benefit depends upon any person's age or gender, we may require proof of such. We may suspend the benefit until we receive that proof. When we receive satisfactory proof, we will make any payments that were due during the period of suspension. Where the use of unisex mortality rates is required, we will not determine or adjust benefits based on gender.

If, after we receive proof of age and gender (where applicable), we determine that the information you furnished to us was not correct, we will adjust the benefits under your Contract to that which would have been due based upon the correct information. If we underpaid a benefit because of the error, we will make up the underpayment in a lump sum. If the error resulted in an overpayment, we will deduct the amount of the overpayment from any current or future payment due under the Contract. We will deduct up to the full amount of any current or future payment until the overpayment has been fully repaid. Underpayments and overpayments will bear interest at an annual effective rate of 3%.

Suspension of Contracts

Under certain circumstances, we may be required by law to reject an Annuity Deposit, freeze a Contract, or both. Under these circumstances, we would refuse to honor any request for withdrawals, surrenders, or death benefits. Once frozen, we would hold any Account Value in an interest bearing account until we receive instructions from the appropriate regulatory or law enforcement authorities.

DISTRIBUTION OF THE CONTRACTS

Distribution

We have entered into an agreement with Investment Distributors, Inc. ("IDI") under which IDI has agreed to distribute the Contracts on a "best efforts" basis. Under the agreement, IDI serves as principal underwriter (as defined under Federal securities laws and regulations) for the Contracts. IDI is a Tennessee corporation and was established in 1993. IDI, a

~~wholly-owned~~Table ~~subsidiary~~ of PLC, is an affiliate of and shares the same address as Protective. IDI is registered with the SEC under the Securities Exchange Act of 1934 as a broker-dealer and is a member of the Financial Industry Regulatory Authority ("FINRA").Contents

~~IDI,~~The ~~together~~following ~~with~~three ~~Protective,~~examples ~~enters~~demonstrate ~~into~~three ~~distribution~~potential ~~agreements~~Crediting ~~with~~Method ~~other~~scenarios ~~broker-dealers,~~on ~~including~~a ~~ProEquities,~~Strategy ~~Inc.,~~Maturity ~~an affiliate of Protective Life and IDI, (collectively, "Selling Broker-Dealers") for the sale of the Contracts~~Date. ~~Registered~~Assume ~~representatives~~you ofinvested ~~the~~in ~~Selling~~an ~~Broker-Dealers~~S&P ~~sell~~500 ~~the~~Strategy ~~Contracts directly to individuals and groups who have established accounts~~ with ~~them.~~a Floor ~~Registered representatives~~ of ~~the Selling Broker~~ -~~Dealers~~10% ~~must be licensed as insurance agents by applicable state insurance authorities~~ and ~~appointed~~a asStrategy ~~agents~~Base of ~~Protective~~$10,000. inOnly ~~order~~positive toIndex ~~sell~~Performance ~~the~~is ~~Contracts.~~illustrated, ~~IDI~~as ~~may also offer~~ the ~~Contracts~~Cap ~~directly~~only applies to ~~members~~positive ~~of certain other eligible groups or other eligible individuals~~performance.

We pay commissions and additional asset-based compensation to Selling Broker-Dealers through IDI. IDI does not retain any commission payment or other amounts as principal underwriter for the Contracts. We may pay some or all of IDI's operating and other expenses, however.

Example 1:
12% Cap and 100%
Participation Rate.

Formula

S&P 500 Index
Performance = 15%

Strategy Performance = 12%

If (Participation Rate (100%) x Index Performance (15%)) is greater than the Cap (12%), then 12%

Interest credited ($) = $1,200

$10,000 x Cap (12%)

Strategy Maturity Value =
$11,200

$10,000 + $1,200

Example 2:
No Cap and 120%
Participation Rate

Formula

S&P 500 Index
Performance = 15%

Strategy Performance = 18%

Participation Rate (120%) x Index

Performance (15%)

Interest credited ($) = $1,800

($10,000 x Participation Rate (120%)) x 15%

Strategy Maturity Value =
$11,800

$10,000 + $1,800

Example 3:
No Cap and 50%
Participation Rate

Formula

S&P 500 Index
Performance = 15%

Strategy Performance = 7.5%

Participation Rate (50%) x Index

Performance (15%)

Interest Credited ($) = $750

($10,000 x Participation Rate (50%)) x 15%

Strategy Maturity Value = $10,750

($10,000 + $750)

WeDownside ~~offer the Contract on a continuous basis. While we anticipate continuing to offer the Contracts, we reserve the right to discontinue the offering at any time.~~Protection

~~Selling~~Each ~~Broker-Dealers~~Strategy will have Downside Protection that will not change during the Strategy Term. Downside Protection is described in the table below.

We pay commissions and may provide some form of non-cash compensation to all Selling Broker-Dealers in connection with the promotion and sale of the Contracts. A portion of any payments made to Selling Broker-Dealers may be passed on to their registered representatives in accordance with their internal compensation programs. We may use any of our corporate assets to pay commissions and other costs of distributing the Contracts, including any profit from the fees and charges imposed under the Contracts. Commissions and other incentives or payments described below are not charged directly to Contract owners. We intend to recoup commissions and other sales expenses through fees and charges deducted under the Contracts or from our general account.


Floor			The Floor is a limit on negative Index Performance. The Floor is the maximum percentage loss, due to negative Index Performance, you can experience over the Strategy Term, even if negative Index Performance falls below the Floor. We are currently offering Floor options of 0%, -5%, -10%, and -20%. A 0% floor means you will not experience any loss due to the performance of the Index.

Buffer			The Buffer is a limit on negative Index Performance up to a specified percentage of loss. If negative Index Performance exceeds the Buffer, that excess negative performance will reduce the Strategy Value. Your exposure to negative performance is reduced by the Buffer, but your ultimate exposure can be substantial. We are currently offering a Buffer option of -15%.

Compensation Paid to All Selling Broker-Dealers. We pay commissions as a percentage of each Annuity Deposit and on the Sub-Account Value transferred to a subsequent Guaranteed Period. While the amount and timing of commissions may vary depending on the distribution agreement, we do not expect them to exceed 4% of any Annuity Deposit or transfer of Sub-Account Value. In the normal course of business, we may also provide non-cash compensation in connection with the promotion of the Contracts, including conferences and seminars (including travel, lodging, and meals in connection therewith), and items of relatively small value, such as promotional gifts, meals, or tickets to sporting or entertainment events.

The registered representative who sells you the Contract typically receives a portion of the compensation we pay to his or her Selling Broker-Dealer, depending on the agreement between the Selling Broker-Dealer and your registered representative and the Selling Broker-Dealer's internal compensation program. These programs may include other types of cash and non-cash compensation and other benefits. If you would like information about what your registered representative and the Selling Broker-Dealer for whom he or she works may receive in connection with your purchase of a Contract, please ask your registered representative.

Additional Compensation Paid to Selected Selling Broker-Dealers. In addition to ordinary commissions and non-cash compensation, we may pay additional asset-based compensation to selected Selling Broker-Dealers. These payments are made through IDI. These payments may be (1) additional amounts as a percentage of Annuity Deposits we receive under the

~~Contracts~~Table ~~and other contracts we sell, such as our variable insurance products, (2) additional "trail" commissions, which are periodic payments as a percentage~~ of the Account Values of the Contracts and of the contract and policy values or variable account values of our variable insurance products; and/or (3) marketing allowances as a percentage of fixed annuity assets under management relating to the Contracts. Some or all of these additional asset-based compensation payments may be conditioned upon the Selling Broker-Dealer producing a specified amount of new Annuity Deposits (including purchase payments and/or premiums for our variable insurance products) and/or maintaining a specified amount of Annuity Value (including contract and policy value for our variable insurance products) with us.Contents

Note: The ~~Selling~~application ~~Broker-Dealers~~of tothe ~~whom~~withdrawal wecharge ~~pay~~and/or ~~additional~~MVA ~~asset-based compensation may provide preferential treatment with respect~~ to ~~our products (including the Contracts) in their marketing programs. Preferential treatment of our products by~~ a ~~Selling~~withdrawal ~~Broker-Dealer~~or ~~may~~surrender ~~include~~request ~~any~~that orexceeds ~~all of~~ the ~~following:~~Free ~~(1)~~Withdrawal ~~enhanced~~Amount ~~marketing~~could ofreduce ~~our~~the ~~products~~Contract ~~over~~Value ~~non-preferred~~or ~~products;~~Surrender ~~(2)~~Value ~~increased~~to ~~access~~less tothan the ~~Selling~~amount ~~Broker-Dealer's~~protected ~~registered~~by ~~representatives;~~the ~~and~~ Buffer(3s) or ~~payment of higher compensation to registered representatives for selling our products~~ Floor(~~including the Contracts~~s) ~~than for selling non-preferred products~~.

~~These~~The ~~additional~~following ~~asset-based~~examples ~~compensation~~demonstrate ~~arrangements~~two ~~are~~potential ~~not~~Downside ~~offered~~Protection toscenarios ~~all~~on ~~Selling~~a ~~Broker-Dealers.~~Strategy ~~These~~Maturity ~~arrangements~~Date ~~are~~with ~~designed~~a ~~to specially encourage the sale of our products (and/or our affiliates' products) by such Selling Broker-Dealers~~Floor. ~~The~~Assume ~~prospect~~you ofinvested ~~receiving,~~in ~~or the receipt of, additional asset-based compensation may provide Selling Broker-Dealers and/or their registered representatives with~~ an ~~incentive~~S&P to500 ~~favor~~Strategy ~~sales of our Contracts over other market value adjusted annuities or other investments (as well as favoring our variable insurance products over other variable insurance products)~~ with ~~respect to which~~ a Floor ~~Selling Broker~~of -~~Dealer~~10% ~~does~~and ~~not~~a ~~receive~~Strategy ~~additional~~Base ~~compensation, or receives lower levels~~ of ~~additional compensation~~$10,000. ~~You~~Only ~~may~~negative ~~wish~~Index toPerformance ~~take~~is ~~such~~illustrated, ~~payment~~as ~~arrangements~~the Floor ~~into~~only ~~account~~applies ~~when considering and evaluating any recommendation relating~~ to ~~the~~negative ~~Contracts~~performance. If you would like information about what your registered representative and the Selling Broker-Dealer for whom he or she works may receive in connection with your purchase of a Contract, please ask your registered representative.

We may also pay to selected Selling Broker-Dealers, including those listed above as well as others, additional compensation in the form of (1) payments for participation in meetings and conferences that include presentations about our products (including the Contracts), and (2) payments to help defray the costs of sales conferences and educational seminars for the Selling Broker-Dealers' registered representatives.

Example
1: -10%
Floor

Formula

S&P 500 Index
Performance = -5%

Strategy Performance = -5%

If Index Performance (-5%) is greater than the Floor (-10%), then -5%

Interest deducted ($) = -$500

$10,000 x Index Performance (-5%)

Strategy Maturity Value = $9,500

$10,000 – $500

Example
2: -10%
Floor

Formula

S&P 500 Index
Performance = -15%

Strategy Performance = -10%

If Index Performance (-15%) is less than the Floor (-10%), then -10%

Interest deducted ($) = -$1,000

$10,000 x Floor (-10%)

Strategy Maturity Value = $9,000

$10,000 – $1,000

Arrangements with Affiliated Selling Broker-Dealer. In addition to the ordinary commissions and non-cash compensation that we pay to all Selling Broker-Dealers, including ProEquities, Inc., we or our parent company, PLC, pay some of the operating and other expenses of ProEquities, Inc., such as paid-in-capital and certain overhead expenses. Additionally, employees of ProEquities, Inc. may be eligible to participate in various employee benefit plans offered by PLC.

FEDERAL TAX MATTERS

Introduction

The following discussion of the federal income tax treatment of the Contracts is not exhaustive, does not purport to cover all situations, and is not intended as tax advice. The federal income tax treatment of the Contracts is unclear in certain circumstances, and a qualified tax adviser should always be consulted with regard to the application of law to individual circumstances. This discussion is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Department regulations, and interpretations existing on the

~~date~~Table of ~~this Prospectus. These authorities, however, are subject to change by Congress, the Treasury Department, and judicial decisions.~~Contents

~~This~~The ~~discussion~~following ~~does~~examples ~~not~~demonstrate ~~address~~two ~~state~~potential orDownside ~~local~~Protection ~~tax~~scenarios ~~consequences~~on ~~associated~~a ~~with~~Strategy ~~the~~Maturity ~~purchase~~Date ofwith ~~the~~a ~~Contracts~~Buffer. InAssume ~~addition,~~you ~~the~~invested ~~Company~~in ~~makes~~an noS&P ~~guarantee~~500 ~~regarding~~Strategy ~~any~~with ~~tax~~a ~~treatment~~Buffer —of -15% ~~federal~~and a Strategy Base of $10,000. ~~state~~Only ornegative ~~local~~Index —Performance ofis ~~any~~illustrated, ~~Contract~~as orthe ofBuffer ~~any~~only ~~transaction~~applies ~~involving~~to anegative ~~Contract~~performance.

Protective's Tax Status

Example
1: -15%
Buffer

Formula

S&P 500 Index
Performance = -5%

Strategy Performance = -5%

If Index Performance (-5%) is between 0%

and the Buffer (-15%), then 0%.

Interest deducted ($) = $0

$10,000 x Strategy Performance (0%)

Strategy Maturity Value = $10,000

$10,000 – $0

Example

2: -15%

Buffer

Formula

S&P 500 Index
Performance = -25%

Strategy Performance = -10%

If Index Performance (-25%) is less than the Buffer (-15%), then Index Performance

(-25%) less the Buffer (-15%).

Interest deducted ($) = -$1,000

$10,000 x Strategy Performance (-10%)

Strategy Maturity Value = $9,000

$10,000 – $1,000

~~Protective~~Please isnote, ~~taxed~~Strategies aswith agreater ~~life~~Downside ~~insurance~~Protection ~~company~~tend ~~under~~to ~~the~~have ~~Code.~~lower ~~The~~Caps ~~assets underlying the Contracts will be owned by Protective,~~ and ~~the~~Participation ~~income~~Rates ~~derived~~than ~~from~~Strategies ~~such~~with ~~assets~~less ~~will~~Downside ~~be includible in Protective's income for federal income tax purposes~~Protection.

~~Taxation of Annuities in General~~Term

~~Tax~~The ~~Deferral~~time ~~During~~period ~~Accumulation~~beginning ~~Period~~on the Strategy Start Date and ending on the Maturity Date (including both of those days) is the Strategy’s Term. Generally, it is one (1) Contract Year. Strategy Elements will not change during the Term.

~~Under~~We ~~existing~~establish ~~provisions~~Strategies ofonly ~~the~~on ~~Code~~a ~~(and~~Start ~~except~~Date. asStart ~~described~~Dates ~~below),~~are the ~~Contracts~~1st ~~should~~and be3rd ~~treated~~Wednesday asof ~~annuities~~each month, ~~and~~unless ~~any~~a ~~increase~~scheduled inStart anDate ~~Owner's Account Value~~ is ~~generally~~ not ~~taxable~~a toBusiness ~~the~~Day ~~Owner~~(a orholiday, ~~Annuitant~~for ~~until~~example). ~~received,~~In ~~either~~that incase, the ~~form~~next ofBusiness ~~annuity~~Day ~~payments~~will asbe ~~contemplated by~~ the ~~Contracts,~~Start ~~or in some other form of distribution~~Date.

AsStrategies amature ~~general~~on ~~rule,~~their ~~Contracts~~Maturity ~~held by "non-natural persons" such as a corporation, trust or other similar entity, as opposed to a natural person, are not treated as annuity contracts for federal tax purposes~~Date. The ~~income~~Maturity onDate ~~such~~is ~~Contracts (as defined in~~ the ~~tax~~same ~~law)~~Wednesday is(1st ~~taxed as ordinary income that is received~~ or ~~accrued~~3rd) byof the month ~~Owner~~ during which the ~~taxable~~Term ~~year.~~ends ~~There~~and ~~are~~corresponds ~~several~~with ~~exceptions~~the toWednesday ~~this~~of ~~general rule for Contracts held by non-natural persons. First, Contracts will generally be treated as held by a natural person if~~ the ~~nominal~~same ~~owner~~calendar month isin ~~a trust or other entity~~ which ~~holds~~ the ~~Contract~~Term ~~as an agent for a natural person~~began. ~~Thus,~~If if a ~~group~~scheduled ~~Contract~~Maturity Date is ~~held~~not by a ~~trust~~Business ~~or other entity as an agent for certificate owners who are individuals~~Day, ~~those~~the ~~individuals~~next ~~should~~Business beDay ~~treated as owning an annuity for federal income tax purposes. However, this special exception~~ will ~~not~~be ~~apply in~~ the ~~case~~Maturity ~~of any employer who is the nominal owner of a Contract under a non-qualified deferred compensation arrangement for its employees~~Date.

~~In addition~~Note, ~~exceptions to the general rule for non-natural Contract owners will apply with respect to (1) Contracts acquired by an estate of a decedent by reason of the death of the decedent~~however, ~~(2)~~that ~~Contracts~~while ~~issued~~Terms inare ~~connection~~typically ~~with~~described ~~certain Qualified Plans~~in years, ~~(3)~~they ~~Contracts~~are ~~purchased by employers upon the termination of certain Qualified Plans~~Contract Years, ~~(4)~~not ~~certain Contracts used in connection with structured settlement agreements~~calendar years, and ~~(5)~~do ~~Contracts~~not ~~purchased~~correspond ~~with~~to aannual ~~single~~calendar ~~premium~~dates. ~~when~~So, ~~the~~for ~~annuity~~example, ~~starting date is no later than~~ a one (1) year ~~from~~Term ~~purchase~~established ofon the ~~Contract and substantially equal periodic payments are made, not less frequently than annually, during the annuity period.~~

If3rd ~~the~~Wednesday ~~Contract's~~in ~~Annuity~~January will ~~Commencement~~mature ~~Date~~on ~~occurs (or is scheduled to occur) at a time when~~ the ~~Annuitant~~3rd ~~has~~Wednesday ~~reached~~in anJanuary in ~~advanced age, e.g., past age 85, it is possible that~~ the ~~Contract~~following ~~would not be treated as an annuity for federal income tax purposes~~calendar year. ~~In that event~~Accordingly, ~~any increases in~~ the ~~Account~~Term ~~Value~~may ~~could~~contain bemore ~~currently~~or ~~includable~~less inthan ~~the Owner's income~~365 days.

~~The~~Establishing ~~remainder~~a ~~of this discussion assumes that the Contract will constitute an annuity for federal tax purposes.~~Strategy

~~Taxation~~You ofmust ~~Interest~~provide ~~Withdrawals~~allocation ~~and~~instructions ~~Partial~~for your initial Strategies on your application. Initial allocation instructions must be in whole percentages, and ~~Full~~must ~~Surrenders~~total 100%. If you want to change your allocation instruction, you may give us allocation instructions in either dollar amounts, or in whole percentages. If your instructions are

In the case of an interest withdrawal or partial surrender, amounts received generally are includible in income to the extent the Owner's Account Value before the interest withdrawal or

~~partial~~Table surrender exceeds his or her "investment in the contract (defined below)." Amounts received under an automatic interest withdrawal program are treated for tax purposes as partial surrenders, not annuity payments. In the case of a full surrender, amounts received are includible in income to the extent they exceed the "investment in the contract." For these purposes the "investment in the contract" at any time equals the premiums paid under the Contract (to the extent such premium payments were neither deductible when made nor excludable from income as, for example, in the case of certain contributions to Qualified Contracts) less any amounts previously received from the Contract which were not includible in income.Contents

~~Other~~provided ~~than~~ in ~~the~~dollar ~~case of Qualified Contracts (which generally cannot be assigned or pledged)~~amounts, ~~any~~we assignment or pledge of (or agreement to assign or pledge) any portion of the Account Value is treated as a partial surrender of such amount or portion. The investment in the contract is increased by the amount includible as income with respect to such assignment or pledge, though it is not affected by any other aspect of the assignment or pledge (including its release). If an Owner transfers a Contract without adequate consideration to a person other than the Owner's spouse (or to a former spouse incident to divorce), the Owner will beconvert ~~taxed on~~ the ~~difference~~allocation ~~between~~instruction ~~the~~into percentages ~~"cash~~for ~~surrender~~reporting ~~value"~~ and ~~the~~calculation ~~investment in the contract at the time of transfer~~purposes. In such case, the transferee's investment in the contract will be increased to reflect the increase in the transferor's income. The exceptions for transfers to the Owner's spouse (or to a former spouse) are limited to individuals that are treated as spouses under federal law.

~~There~~You isestablish ~~some~~one ~~uncertainty~~or ~~regarding~~more ~~the~~Strategies ~~treatment~~initially ofby ~~the~~allocating ~~Market~~your ~~Value~~Purchase ~~Adjustment~~Payment ~~for~~and ~~purposes of determining the amount includible~~ in ~~income~~subsequent ~~as a result of any interest withdrawal~~Contract Years, ~~partial~~by ~~surrender,~~allocating ~~assignment or pledge or transfer without adequate consideration. Congress has given~~ the ~~Internal~~Maturity ~~Revenue~~Value ~~Service~~from ~~("IRS")~~a ~~regulatory~~maturing ~~authority to address this uncertainty~~Strategy. ~~However, as of the date of this Prospectus, the IRS has not issued any regulations addressing these determinations.~~

~~Interest~~The ~~withdrawals,~~Start ~~partial~~Date ~~surrenders,~~for ~~and~~your ~~full~~initial ~~surrenders~~Strategy(ies) ~~may~~will be ~~subject~~the tofirst ~~federal~~available ~~income~~Start ~~tax~~Date ~~withholding~~following ~~requirements.~~the earlier of (~~See~~1) when ~~"Federal~~we ~~Income~~have ~~Tax~~collected ~~Withholding."~~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).

~~Taxation~~In order to receive the guaranteed Crediting Method rates, we must receive your signed application at our Administrative Office within 60 days of ~~Annuity~~the ~~Payments~~date you sign your application. If we do not receive your Purchase Payment within 60 days of the date you sign your application, then the Crediting Method rates will be the then-current rates in effect on the Issue Date. 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. You may cancel or change any existing allocation instructions provided we receive it not later than 4 p.m. Eastern Time of the Start Date on which the Strategy is scheduled to be established.

~~Normally,~~After the ~~portion~~first ofContract Year, ~~each~~a ~~annuity~~Strategy’s ~~payment~~Start ~~taxable~~Date ~~as ordinary income~~ is ~~equal~~the tosame ~~the~~Business ~~excess~~Day ofas the ~~payment~~maturing ~~over~~Strategy’s ~~the~~Maturity ~~excludable amount~~Date. ~~The~~You ~~excludable~~may ~~amount~~re-allocate isyour ~~the~~Contract ~~amount~~Value ~~determined~~among ~~by multiplying (1)~~ the ~~payment~~available byStrategies ~~(2)~~only ~~the~~on ~~ratio of~~ the ~~investment~~Maturity inDate ~~the~~and ~~contract,~~only ~~adjusted~~if ~~for any period certain or refund feature, to~~ the ~~total~~Maturity ~~expected~~Date ~~value~~occurs ofbefore ~~annuity~~your ~~payments~~Annuity ~~for the term of the Contract (determined under Treasury Department regulations)~~Date.

~~Once~~We ~~the~~may ~~total~~change ~~amount~~or ofmodify the ~~investment~~requirements inand ~~the~~restrictions ~~contract~~to isestablish ~~excluded~~a ~~using~~Strategy ~~this~~at ~~ratio,~~any ~~annuity~~time ~~payments~~with ~~will~~advance bewritten ~~fully~~notice ~~taxable~~to you. IfAny ~~annuity~~change ~~payments~~or ~~cease~~modification ~~because~~we ofmake ~~the~~will ~~death~~not ofaffect ~~the~~Strategies ~~Annuitant~~established ~~and~~ before the ~~total~~effective ~~amount~~date of the ~~investment~~change inor ~~the contract is recovered, the unrecovered amount generally will be allowed as a deduction to the Annuitant in his last taxable year~~modification.

~~There~~You may ~~be special income tax issues present in situations where the Owner and the Annuitant are~~ not ~~the~~use ~~same~~any ~~person~~part ~~and~~of ~~are~~existing ~~not~~Strategy ~~married~~Value to ~~one~~establish ~~another~~a ~~within~~new ~~the~~Strategy ~~meaning~~until ofthe ~~federal~~existing ~~law.~~Strategy’s AMaturity ~~tax advisor should be consulted in these situations~~Date.

~~Annuity~~On ~~payments~~a ~~may~~Maturity Date, we will follow your current allocation instructions for renewing, reallocating, or establishing new Strategies. The allocation instructions your provide us on your application automatically become your default 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 ~~subject~~notified in writing that this has occurred, and provided the opportunity to ~~federal~~reallocate ~~income~~the ~~tax~~amount ~~withholding~~at ~~requirements~~the end of the Term to the then available Strategies. The amount you instructed us to allocate to that particular (~~See~~no ~~"Federal~~longer ~~Income~~available) ~~Tax~~Strategy ~~Withholding~~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.

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.

~~Example~~Table of ~~Determination of Excludable Amount~~Contents

Assumptions:
Investment in contract:				$70,000
Annuity option selected:				10 year certain period
Payment frequency:				monthly, with the initial payment made immediately upon annuitization
Hypothetical payment:				$1,000
Calculations:
Total payments =				Hypothetical payment multiplied by the number of payments to be made: $1,000 x 120 = $120,000
Exclusion ratio =				Investment in the contract divided by the total payments: $70,000 ÷ $120,000 = 58.33%
Excludable amount =				Exclusion ratio multiplied by the hypothetical payment: 58.33% x $1,000 = $583.30

Transfer of Maturity Value on a Maturity Date

~~Taxation~~Not more than 45 days, nor less than 30 days before the Maturity Date for a Strategy, we will advise you of ~~Death~~the ~~Benefit~~upcoming ~~Proceeds~~Maturity Date and request instructions for allocation of the Maturity Value. The notice we send will include a description of the Strategy Elements for each maturing Strategy. However, because the notice will be sent to you well in advance of the Maturity Date, it will not include the Maturity Value for the Strategy nor will it provide information on the Strategies that will be offered on the Maturity Date.

~~Prior~~Not toless ~~the~~than ~~Annuity~~two ~~Commencement~~weeks ~~Date,~~prior ~~amounts~~to ~~may be distributed from a Contract because of~~ the ~~death~~Maturity of an Owner or, in certain circumstances, the death of the Annuitant. Such Death Benefit proceeds are includible in income as follows: (1) if distributed in a lump sum, they are taxed in the same manner as a full surrender, as described above, or (2) if distributed under an Annuity option, they are taxed in the same manner as annuity payments, as described above. After the Annuity Commencement Date, ifyou acan ~~guaranteed~~obtain ~~period~~information ~~exists~~about ~~under~~Strategy aElements ~~life income Annuity option and the Annuitant dies before the end of that period, payments made to the Beneficiary~~ for ~~the~~each ~~remainder~~Strategy of that ~~period~~will ~~are~~be ~~includible~~available inon ~~income as follows: (1) if received in a lump sum, they are includible in income to~~ the ~~extent~~upcoming ~~that~~Maturity ~~they~~Date ~~exceed the unrecovered investment in the contract at that time, or~~ (2)which ifcoincides ~~distributed in accordance~~ with the ~~existing~~next ~~Annuity~~available ~~option~~Start ~~selected,~~Date). ~~they~~You ~~are~~may ~~fully~~obtain ~~excludable~~this ~~from~~information ~~income until~~ the ~~remaining~~following ~~investment in the contract is deemed to be recovered, and all annuity payments thereafter are fully includible in income.~~ways:

~~Proceeds~~•Directly ~~payable~~from onus ~~death~~by ~~may~~calling ~~be subject to federal income tax withholding requirements. (See "Federal Income Tax Withholding".)~~1-800-456-6330;

~~Penalty~~•On ~~Tax~~our onwebsite ~~Premature~~at ~~Distributions~~www.myaccount.protective.com; or

~~Where~~•From ~~a Contract has not been issued in connection with a Qualified Plan, there generally is a 10% penalty tax on~~ the ~~taxable~~financial ~~amount~~professional ofwho ~~any~~sold ~~payment from the Contract unless the payment is: (a) received on~~ or ~~after~~services ~~the~~your Owner reaches age 591/2; (b) attributable to the Owner becoming disabled (as defined in the tax law); (c) made on or after the death of the Owner or, if an Owner is not an individual, on or after the death of the primary annuitant (as defined in the tax law); (d) made as part of a series of substantially equal periodic payments (not less frequently than annually) for the life (or life expectancy) of the Owner or the joint lives (or joint life expectancies) of the Owner and a designated beneficiary (as defined in the tax law); or Contract.

On a Maturity Date, you may use the Maturity Value(s) to renew, reallocate, or establish one or more new Strategies from those we are offering at that time. You should obtain information about the Strategy Elements for the new Strategies before making any allocation decisions. We must receive your allocation instructions not later than 4 p.m. Eastern on the

Maturity Date and your instructions must conform to the requirements and restrictions in effect at that time. (See “Establishing a Strategy”.)

If we do not receive new instructions by that time and you have not opted for automatic rebalancing, we will follow the instructions we have on file, and we will apply the Strategy’s entire Maturity Value to a new Strategy, as long as we are offering it at that time, with the same Term, Downside Protection as the maturing Strategy. However, the Cap and Participation Rate for the new Strategy will be those currently offered and may be different that those associated with the maturing Strategy.

Automatic Strategy Renewal

On your application or anytime during a Strategy Term, you may instruct us to automatically renew any Strategy. Automatic renewal means we will allocate the Maturity Value of the maturing Strategy into a new Strategy using the same Strategy Elements, as long as we are offering it at that time. The Crediting Method for the renewal Strategy may or may not be the same Crediting Method of the maturing Strategy, since the Participation Rate and Caps are guaranteed only for the existing Term and Crediting Method elements are declared by us in advance of the Maturity Date.

If you select automatic renewal, it will remain in effect until you change or cancel it. Like all other allocation instructions, an automatic renewal instruction will be accepted and may be modified or cancelled up to 4 p.m. Eastern on the Maturity Date. If you cancel automatic renewal instructions, all future automatic renewals will be terminated as of the date of the request, and you must send a new automatic renewal instructions to begin again.

If you instructed us to automatically renew a particular Strategy on a Maturity Date, and we do not offer that Strategy at that time, 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 Maturity Value to the Default Strategy. You will be notified in writing that this has occurred, and provided the opportunity to reallocate the amount on the Default Strategy’s Maturity Date to the then available Strategies.

Discontinuing a Strategy on Renewal

We reserve the right to not offer a particular Strategy upon renewal. If this occurs and you have a Strategy or Strategies about to mature that are designated to be transferred to the discontinued Strategy(ies), we will attempt to

~~(e)~~Table ~~made under a Contract purchased with a single premium when the Annuity Commencement Date is no later than a year from purchase~~ of the Contract and substantially equal periodic payments are made, not less frequently than annually, during the annuity period. Certain other exceptions to the 10% penalty tax not described herein may also apply. (Similar rules, described below, generally apply in the case of Qualified Contracts.)Contents

~~Aggregation~~contact ofyou ~~Contracts~~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.

InStrategy ~~certain~~Base circumstances, the IRS may determine the amount of an annuity payment, an interest withdrawal, a partial surrender, or a full surrender from a Contract that is includible in income by combining some or all of the annuity contracts owned by an individual which are not issued in connection with a Qualified Plan. For example, if a person purchases a Contract offered by this Prospectus and ~~also~~Strategy purchases at approximately the same time an immediate annuity issued by Protective or its affiliates, the IRS may treat the two contracts as one contract. In addition, if a person purchases two or more deferred annuity contracts from the same insurance company (or its affiliates) during any calendar year, all such contracts will be treated as one contract for purposes of determining whether any payment not received as an annuity (including interest withdrawals and surrenders prior to the Annuity Commencement Date) is includible in income. The effects of such aggregation are not always clear; however, it could affect the time when income is taxable and the amount which might be subject to the 10% penalty tax described above.Value

~~Exchanges~~On ofeach ~~Annuity~~Business ~~Contracts~~Day, we calculate two values associated with each Strategy: the Strategy Base and Strategy Value.

WeOn ~~may~~any ~~issue~~Business Day, the ~~Contract~~Strategy inBase ~~exchange~~is ~~for~~the ~~all~~dollar oramount ~~part~~applied ofto ~~another~~establish ~~annuity~~the ~~contract~~Strategy ~~that~~on ~~you~~its ~~own.~~Start ~~Such~~Date, anminus ~~exchange~~a ~~will~~reduction befor ~~tax~~any ~~free~~withdrawals iftaken ~~certain~~during ~~requirements~~the ~~are satisfied~~Term. IfA ~~you~~withdrawal ~~exchange~~will ~~all~~reduce ofthe ~~another~~Strategy ~~annuity~~Base. ~~contract~~If ~~and~~you ~~the~~take ~~exchange~~a ~~is tax free~~withdrawal, ~~your~~the ~~investment~~Strategy inBase ~~the~~amount ~~contract~~after ~~immediately~~we ~~after~~process the ~~exchange~~withdrawal will ~~generally~~ be ~~the~~less ~~same~~than ~~as that of~~ the ~~annuity~~Strategy ~~contract~~Base ~~exchanged,~~amount ~~increased~~before bywe ~~any~~process ~~additional purchase payment made as part of~~ the ~~exchange~~withdrawal. ~~Your~~If ~~Account~~you ~~Value~~do ~~immediately~~not ~~after~~take ~~the~~a ~~exchange~~withdrawal ~~may~~during ~~exceed~~the ~~your~~Strategy ~~investment~~Term, in the ~~contract.~~Strategy ~~That~~Base ~~excess~~will ~~may~~not bechange ~~includable~~and inwill ~~income~~remain ~~should~~equal ~~amounts~~to ~~subsequently~~the bedollar ~~withdrawn~~amount orapplied ~~distributed~~on ~~from~~ the ~~Contract~~Start (eDate.~~g., as an interest withdrawal, partial surrender, full surrender, annuity payment, or death benefit).~~

IfStrategy ~~you~~Value, ~~exchange~~on ~~part~~the ofother anhand, ~~existing~~is ~~contract~~the ~~for~~dollar value of the Strategy. Contract, ~~and~~Value ~~within~~is ~~180~~equal ~~days~~to the sum of the ~~exchange~~Strategy ~~you~~Values. ~~receive~~On a ~~payment~~Start ~~other~~Date, ~~than~~the ~~certain~~Strategy ~~annuity~~Value ~~payments~~is (eequal to the Strategy Base.g On a Maturity Date, the Strategy Value is equal to the Maturity Value. On any other Business Day, ~~you~~Strategy ~~make~~Value ais ~~withdrawal)~~equal ~~from~~to ~~either~~the ~~contract~~Strategy Base multiplied by Strategy Performance. Therefore, the ~~exchange~~Strategy ~~may~~Value ~~not~~changes bedaily ~~treated~~due asto afluctuations ~~tax~~in ~~free~~the ~~exchange.~~Strategy’s ~~Rather~~Index, ~~some~~and may be lower or ~~all~~higher ofthan the ~~amount~~Strategy ~~exchanged~~Base. ~~into~~The ~~the~~Strategy ~~Contract~~Value ~~could~~does benot ~~includible~~include inthe ~~your~~MVA, ~~income~~withdrawal charge, or applicable fees and ~~subject~~premium totax, if any. The Strategy Value is also the starting point for calculating a ~~10%~~withdrawal ~~penalty~~or ~~tax~~surrender on a Business Day other than the Maturity Date.

~~You~~Calculating ~~should~~Strategy consult your tax advisor in connection with an exchange of all or part of an annuity contract for the Contract, especially if you may make a withdrawal from either contract within 180 days after the exchange.Value

~~Medicare~~To ~~Hospital~~calculate ~~Insurance~~Strategy ~~Tax~~Value, onwe ~~Certain~~multiply ~~Distributions~~the Strategy Base by the Strategy Performance (positive or negative) and add the result to the Strategy Base.

~~Effective~~Note: ~~for~~While ~~tax~~Strategy ~~years~~Value ~~beginning~~incorporates ~~after~~the ~~December~~daily ~~31,~~fluctuations ~~2012,~~of aIndex ~~new~~Performance ~~Medicare~~after ~~hospital~~the ~~insurance~~Strategy ~~tax~~Elements ofand ~~3.8%~~Vesting ~~will~~Factor ~~apply~~have tobeen ~~some types of investment income~~applied, ~~including~~neither ~~certain~~the ~~amounts~~Strategy ~~distributed~~Value ~~from~~nor ~~nonqualified~~Contract ~~annuities.~~Value ~~This~~represent ~~new~~a ~~tax~~Surrender ~~only~~Value ~~applies~~because tothey ~~taxpayers~~do ~~with~~not ~~"modified~~factor ~~adjusted gross income" above $250,000~~ in the ~~case~~Market ofValue ~~married~~Adjustment ~~couples~~or ~~filing~~any ~~jointly,~~applicable ~~$125,000~~withdrawal ~~in the case of married couples filing separately, and $200,000 for all others~~charge. ~~For more information regarding this tax and whether it may apply to you, please consult your tax advisor.~~

Index Performance and Strategy Performance

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

Index Performance % = [(IVE – IVS) ÷ IVS]

where,

IVE is the Index Value as of the Business Day Index Performance is being calculated; and

IVS is the Index Value as of the Start Date.

The Index Value is the closing value of each Reference Index at the end of each Business Day, as determined and published by the compiler of that 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 Start Dates and Maturity Dates occur on the same day, the Index Value on a Maturity Date for an existing Strategy will be the same as the Index Value of a new Strategy established on that date, provided both Strategies 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

~~Loss~~Table of ~~Interest Deduction Where Contracts Are Held by or for the Benefit of Certain Non-natural Persons~~Contents

InStrategy ~~the~~Value. ~~case~~The ofway ~~Contracts~~we ~~issued~~calculate ~~after~~Strategy ~~June~~Performance 8,depends ~~1997~~upon towhether aIndex ~~non-natural~~Performance ~~taxpayer~~is ~~(such~~positive ~~as a corporation~~ or anegative ~~trust),~~and ~~or held for~~ the ~~benefit~~type of ~~such~~Crediting anMethod ~~entity,~~and ~~that~~Downside ~~entity's~~Protection ~~general~~applicable ~~interest~~to ~~deduction under~~ the ~~Code may be limited~~Strategy. ~~More~~If ~~specifically,~~ a ~~portion~~Strategy ofincludes ~~its~~both ~~otherwise~~a ~~deductible~~Participation ~~interest~~Rate ~~may~~and ~~not~~a beCap, ~~deductible~~Strategy byPerformance is the ~~entity,~~lesser ~~regardless~~ of ~~whether~~ the ~~interest~~Cap, ~~relates to debt used to purchase~~ or ~~carry~~ the ~~Contract.~~Index ~~However,~~Performance ~~this~~multiplied ~~interest~~by ~~deduction~~the ~~disallowance~~Participation ~~does~~Rate. ~~not~~We ~~affect~~only ~~Contracts~~apply ~~where~~ the ~~income~~Participation onRate ~~such~~to ~~Contracts~~Index isPerformance ~~treated~~and asnot ~~ordinary income that is received or accrued by~~ the ~~Owner during the taxable year~~Cap. ~~Entities~~Strategy ~~that~~Performance ~~are~~will ~~considering~~never ~~purchasing~~exceed the ~~Contract~~Cap, oreven ~~entities~~if ~~that~~Index ~~will~~Performance bemultiplied ~~Beneficiaries~~by ~~under~~the aParticipation ~~Contract,~~Rate ~~should~~is ~~consult~~greater athan ~~tax~~the ~~advisor~~Cap.

~~Qualified~~WHEN ~~Retirement~~INDEX ~~Plans~~PERFORMANCE IS POSITIVE (GREATER THAN OR EQUAL TO 0):

InCrediting ~~General~~Method Cap Strategy Performance = (lesser of (Index Performance x Participation Rate) or Cap) x Vesting Factor No Cap Strategy Performance = (Index Performance x Participation Rate) x Vesting Factor

~~The~~WHEN ~~Contracts~~INDEX ~~are~~PERFORMANCE ~~also~~IS ~~designed~~NEGATIVE ~~for~~(LESS ~~use~~THAN in connection with certain types of retirement plans which receive favorable treatment under the Code. Those who are considering the purchase of a Contract for use in connection with a Qualified Plan should consider, in evaluating the suitability of the Contract, that the Contract requires an Annuity Deposit of at least $10,000. Numerous special tax rules apply to participants in Qualified Plans and to Contracts used in connection with Qualified Plans. Therefore, no attempt is made in this prospectus to provide more than general information about the use of the Contracts with the various types of Qualified Plans. State income tax rules applicable to Qualified Plans and Qualified Contracts often differ from federal income rules, and this prospectus does not describe any of these differences. Those who intend to use the Contract in connection with Qualified Plans should seek competent advice.0):

~~The~~Downside ~~tax~~Protection ~~rules~~Floor ~~applicable~~Strategy toPerformance ~~Qualified~~= ~~Plans~~(greater ~~vary according to the type~~ of ~~plan~~(Index ~~and~~Performance) ~~the terms and conditions of the plan itself. For example, both the amount of the contribution that may be made, and the tax deduction~~ or ~~exclusion~~(Floor)) ~~that~~x ~~the~~Vesting ~~Owner~~Factor ~~may~~Buffer ~~claim~~Strategy ~~for~~Performance ~~such~~= ~~contribution,~~Index ~~are~~Performance ~~limited~~– ~~under~~(Buffer ~~Qualified~~x ~~Plans~~Vesting and vary with the type of plan. Also, in the case of interest withdrawals, full and partial surrenders, and annuity payments under Qualified Contracts, there may be no "investment in the contract" and the total amount received may be taxable.Factor)

InVesting the case of Qualified Contracts, special rules apply to the time at which distributions must commence and the form in which the distributions must be paid. For example, the length of any fixed period may be limited in some circumstances to satisfy certain minimum distribution requirements under the Code. Due to the presence of a Market Value Adjustment there may be in some circumstances uncertainty as to the amount of required minimum distributions. Failure to comply with minimum distribution requirements applicable to Qualified Plans will result in the imposition of an excise tax. This excise tax generally equals 50% of the amount by which a minimum required distribution exceeds the actual distribution from the Qualified Plan. In the case of Individual Retirement Accounts or Annuities (IRAs), distributions of minimum amounts (as specified in the tax law) must generally commence by April 1 of the calendar year following the calendar year in which the Owner attains age 701/2. In the case of certain other Qualified Plans, distributions of such minimum amounts generally must commence by the later of this date or April 1 of the calendar year following the calendar year in which the employee retires.Factor

~~There~~The isStrategy ~~also~~Value aincludes ~~10%~~any ~~penalty~~credited ~~tax~~interest onor ~~the~~reduction ~~taxable~~in ~~amount~~Strategy ofValue, ~~payments~~if ~~from~~any, ~~Qualified~~since ~~Contracts. There are exceptions to this penalty tax which vary depending on~~ the ~~type~~Strategy’s ofStart ~~Qualified Plan~~Date. InWe ~~the~~determine ~~case~~any ofcredited aninterest ~~IRA,~~or ~~exceptions~~reduction ~~provide~~in ~~that~~Strategy ~~the~~Value ~~penalty~~by ~~tax~~applying ~~does not apply to~~ a ~~payment~~Vesting ~~(a)~~Factor. ~~received~~The onVesting orFactor ~~after~~varies ~~the Owner reaches age 591/2, (b) received on or after the Owner's~~

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.

WHEN INDEX PERFORMANCE IS POSITIVE (GREATER THAN OR EQUAL TO 0):


Any day during first half of Term			The Vesting Factor is 25%
Any day during second half of Term but before the Maturity Date			The Vesting Factor is 50%
On the Maturity Date			The Vesting Factor is 100%

Terms are generally 12 months. However, because the Maturity Date for each Term corresponds with the Wednesday of the same calendar month in which the Term began. the number of days in each Term, including the halfway point, will vary. To find out the halfway point specific to your Strategies, please call us at 1-800-456-6330.

WHEN INDEX PERFORMANCE IS NEGATIVE (LESS THAN 0):


Strategy with a Floor			On any day during the Term, the Vesting Factor is 100% and is applied to the Floor percentage.
Strategy with a Buffer			The Vesting Factor is a percentage equal to the number of days1 since the Start Date divided by the total number of days in the Term. The Vesting Factor is multiplied by the Buffer Percentage to determine the percent of negative Index Performance we will absorb.

These examples are intended to show how the Vesting Factor affects the Strategy Performance at two different points during the Term. These exam30.61ples assume a Strategy Base of $10,000.

Example: 12% Cap and 100% Participation Rate and Index Performance is positive

~~death~~Table ~~or because~~ of the Owner's disability (as defined in the tax law), or (c) made as part of a series of substantially equal periodic payments (not less frequently than annually) for the life (or life expectancy) of the Owner or for the joint lives (or joint life expectancies) of the Owner and the Owner's designated Beneficiary (as defined in the tax law). These exceptions generally apply to taxable distributions from other Qualified Plans (although, in the case of plans qualified under sections 401 and 403, exception "c" above for substantially equal periodic payments applies only if the Owner has separated from service). In addition, the penalty tax does not apply to certain distributions from IRAs which are used for qualified first time home purchases or for higher education expenses. Special conditions must be met for these two exceptions to the penalty tax. Those wishing to take a distribution from an IRA for these purposes should consult their tax advisor. Certain other exceptions to the 10% penalty tax not described herein also may apply.Contents

When issued in connection with a Qualified Plan, a Contract will be amended as generally necessary to conform to the requirements of the plan. However, Owners, Annuitants, and Beneficiaries are cautioned that the rights of any person to any benefits under Qualified Plans may be subject to the terms and conditions of the plans themselves, regardless of the terms and conditions of the Contract. In addition, the Company shall not be bound by terms and conditions of Qualified Plans to the extent such terms and conditions contradict the Contract, unless the Company consents.


Application of Vesting Factor on any date during 1st half of Term1
S&P 500 Index Performance =	15		%
Strategy Performance =	3		%	If Index Performance (15%) is greater than Cap (12%), then Cap (12%) multiplied by the Vesting Factor (25%), which equals 3%
Interest Credited ($) =	$	300		($10,000 x Strategy Performance (3%))
Strategy Value on a Business Day in Month 3 =	$	10,300		($10,000 + $300)
Application of Vesting Factor on any date during 2nd half of Term2
S&P 500 Index Performance =	15		%
Strategy Performance =	6		%	If Index Performance (15%) is greater than the Cap (12%), then Cap (12%) multiplied by the Vesting Factor (50%), which equals 6%
Interest Credited ($) =	$	600		($10,000 x Strategy Performance (6%))
Strategy Value on a Business Day in Month 6 =	$	10,600		($10,000 + $600)

Example: -10% Floor and Index Performance is negative
Application of Vesting Factor on any date during 1st half of Term
S&P 500 Index Performance =	-5		%
Strategy Performance =	-5		%	If Index Perfomance (-5%) is greater than the Floor (-10%), then Index Performance (-5%) multiplied by the Vesting Factor (100%), which equals -5%
Interest Deducted ($) =	$	-500		($10,000 x Strategy Performance (-5%))
Strategy Value on a Business Day in Month 3 =	$	9,500		($10,000 – $500)
Application of Vesting Factor on any date during 2nd half of Term
S&P 500 Index Performance =	-5		%
Strategy Performance =	-5		%	If Index Perfomance (-5%) is greater than the Floor (-10%), then Index Performance (-5%) multiplied by the Vesting Factor (100%), which equals -5%
Interest Deducted ($) =	$	-500		($10,000 x Strategy Performance (-5%))
Strategy Value on a Business Day in Month 6 =	$	9,500		($10,000 – $500)

Example: -15% Buffer and Index Performance is negative
Application of Vesting Factor one quarter through Term3
S&P 500 Index Performance =	-5%
Strategy Performance =	-1.25%			Equals negative Index Performance that falls below the result of the Buffer multiplied by the Vesting Factor. The Buffer (-15%) multiplied by the Vesting Factor (25%) equals -3.75%. Negative Index Performance (-5%) that falls below the result of the Buffer x Vesting Factor (-3.75%) equals -1.25%.
Interest Deducted ($) =	-$125			($10,000 x Strategy Performance (-1.25%))
Strategy Value on Business Day 1/4 through Term =	$9,875			($10,000 – $125)

Application of Vesting Factor halfway through Term4
S&P 500 Index Performance =	-5		%

Following are brief descriptions of various types of Qualified Plans in connection with which Protective will generally issue a Contract.

Individual Retirement Accounts and Annuities. Section 408 of the Code permits eligible individuals to contribute to an individual retirement program known as an IRA. IRAs are subject to limits on the amounts that may be contributed and deducted. If you use this Contract in connection with an IRA, the Owner and Annuitant generally must be the same individual and generally may not be changed. on the persons who may be eligible and on the time when distributions may commence. Also, subject to the direct rollover and mandatory withholding requirements (discussed below), distributions from certain Qualified Plans may be "rolled over" on a tax-deferred basis into an IRA. The Contract may not, however, be used in connection with a "Coverdell Education Savings Account" (formerly known as an "Education IRA") under Section 530 of the Code, a "Simplified Employee Pension" under Section 408(k) of the Code, or as a "SIMPLE IRA" under Section 408(p) of the Code.

Roth IRAs. Section 408A of the Code permits eligible individuals to contribute to a type of IRA known as a "Roth IRA." Roth IRAs are generally subject to the same rules as non-Roth IRAs, but differ in several respects. Among the differences is that, although contributions to a Roth IRA are not deductible, "qualified distributions" from a Roth IRA will be excludable from income.

A qualified distribution is a distribution that satisfies two requirements:

• First, the distribution must be made in a taxable year that is at least five years after the first taxable year for which a contribution was made to any Roth IRA established for the Owner.

• Second, the distribution must be either:

1) made after the Owner reaches age 591/2;

2) made after the Owner's death;

3) attributable to the Owner being disabled; or

~~4) a~~Table ~~qualified first-time homebuyer distribution within the meaning~~ of ~~Section 72(t)(2)(F) of the Code.~~Contents

In addition, distributions from Roth IRAs need not commence when the Owner reaches age 701/2. A Roth IRA may accept a "qualified rollover contribution" from a non-Roth IRA. A Roth IRA may accept a rollover contribution from a "designated Roth account" maintained under a Qualified Plan, and a Roth IRA also may accept a rollover contribution from a qualified pension plan under Section 401(a) of the Code, qualified annuity plan under Section 403(a) of the Code, tax-sheltered annuity or custodial account under Section 403(b) of the Code, or governmental plan under Section 457(b) of the Code. Special rules apply to rollovers from Qualified Plans and designated Roth accounts under Qualified Plans. You should seek competent advice before making such a rollover.


Strategy Performance =	0		%	Equals negative Index Performance that falls below the result of the Buffer multiplied by the Vesting Factor. The Buffer (-15%) multiplied by the Vesting Factor (50%) equals -7.50%. Negative Index Performance (-5%) does not fall below the result of the Buffer x Vesting Factor (-7.50%). Therefore, the Strategy Performance is 0% and there is no adjustment, either negative or positive, to Strategy Value.
Interest Credited ($) =	$	0		($10,000 x Strategy Performance (0%))
Strategy Value on Business Day 1/2 through Term =	$	10,000		($10,000 – $0)

Corporate and Self-Employed ("H.R. 10" and "Keogh") Pension and Profit-SharingPlans. Section 401(a) of the Code permits corporate employers to establish various types of tax-favored retirement plans for employees. The Self-Employed Individuals' Tax Retirement Act of 1962, as amended, commonly referred to as "H.R. 10" or "Keogh," permits self-employed individuals also to establish such tax-favored retirement plans for themselves and their employees. Such retirement plans may permit the purchase of the Contract in order to provide benefits under the plans. These types of plans may be subject to rules under Sections 401(a)(11) and 417 of the Code that provide rights to a spouse or former spouse of a participant. In such a case, the participant may need the consent of the spouse or former spouse to change annuity options, to elect a partial automatic withdrawal option, or to make a partial or full surrender of the Contract.__________________

~~Corporate~~(1)For ~~and~~purposes ~~self-employed~~of ~~pension~~this ~~and~~example, ~~profit~~assume ~~sharing plans are also subject to nondiscrimination rules. The nondiscrimination rules generally require~~ that ~~benefits, rights or features of~~ the ~~plan~~Term ~~not discriminate in favor of highly compensated employees. In evaluating whether the Contract~~ is ~~suitable~~364 days ~~for purchase in connection with such a plan, you should consider the effect of the $10,000 minimum Annuity Deposit requirement,~~ and ~~of the higher discretionary interest rate~~ that ~~may be credited to Annuity Deposits of $100,000 or more, on~~ the ~~plan's~~halfway ~~compliance~~point ~~with~~is ~~applicable nondiscrimination requirements~~182 days. ~~You~~For days ~~should also consider the extent to which other aspects of the Contract~~1-182, ~~e.g., fees that vary based on Contract values, may affect~~ the ~~plan's~~Vesting ~~compliance~~Factor ~~with~~is ~~the nondiscrimination requirements~~25%. ~~Violation of these rules can cause loss of the plan's tax favored status under the Code. Employers intending to use the Contract in connection with such plans should seek competent advice.~~

~~Section 403~~(b2)~~. Protective~~For nopurposes ~~longer issues Qualified Contracts in connection with Section 403(b)~~ of ~~the~~this ~~Code (i.e.~~example, ~~TSAs).~~assume Inthat ~~addition, Protective, without prior approval, no longer accepts additional premiums into existing Qualified Contracts issued as TSAs. Section 403(b) of~~ the ~~Code~~Term ~~permits~~is ~~public~~364 days ~~school employees~~ and ~~employees~~that ~~of certain types of charitable, educational and scientific organizations specified in Section 501(c)(3) of~~ the ~~Code~~halfway topoint ~~have~~is ~~their employers purchase annuity contracts for them and, subject to certain limitations, to exclude the amount of purchase payments from gross income for tax purposes~~182 days. ~~Owners~~For days ~~using the Contracts as a "Section 403(b) annuity contract" should seek competent advice as to eligibility~~183-363, ~~limitations on permissible amounts of purchase payments and other tax consequences associated with~~ the ~~Contracts.~~Vesting ~~Section~~Factor ~~403(b)~~is annuity contracts contain restrictions on withdrawals of (i) contributions made pursuant to a salary reduction agreement in years beginning after December 31, 1988, (ii) earnings on those contributions, and (iii) earnings after December 31, 1988, on amounts attributable to salary reduction contributions held as of December 31, 198850%.

(3)For purposes of this example, assume that the Term is 364 days and that 91 days (1/4 of total days in the Term) have elapsed since the Start Date. This means that the Vesting Factor on day 91 is 25%.

(4)For purposes of this example, assume that the Term is 364 days and that 182 days (1/2 of total days in the Term) have elapsed since the

Maturity Value

On the Maturity Date, we apply any credited interest or reduction in Strategy Value to the Strategy Base to determine the Maturity 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 the Term.

The following examples show how interest is credited or amounts deducted in four scenarios. In each scenario, assume that you invested $10,000 in an S&P 500 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 Cap. If the calculated Index Performance percentage for the S&P 500 Price Return Index is 20% over the Term, we will calculate the Strategy Maturity Value as follows:

•The Participation Rate multiplied by the Index Performance percentage (100% x 20% = 20%) is greater than the Cap (13%). Under your chosen Crediting Method, the Strategy earns interest at the lower of those two rates. We therefore multiply the Strategy Base by the Cap to determine the interest credited (13% x $10,000 = $1,300). The Maturity Value is the Strategy Base plus the interest earned $10,000 + $1,300 = $11,300.

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

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

~~These~~Table ~~amounts can be paid only if the employee has reached age 591/2, had a severance from employment, died, become disabled, in the case~~ of hardship, or if the amount is a "qualified reservist distribution" under Section 72(t)(2)(G) of the Code. Amounts permitted to be distributed in the event of hardship are limited to actual contributions; earnings thereon can not be distributed on account of hardship. In addition, in the case of contracts issued on or after January 1, 2009, a Section 403(b) contract is permitted to distribute retirement benefits (other than those attributable to salary reduction contributions) to a participant no earlier than upon the earlier of the participant's severance from employment or upon the prior occurrence of some event, such as after a fixed number of years, the attainment of a stated age, or disability. (These limitations on withdrawals and distributions do not apply to the extent Protective is directed to transfer or exchange some or all of the Account Value to the issuer of another Section 403(b) annuity contract or into a Section 403(b)(7) custodial account.)Contents

~~Section 403(b) plans are subject to nondiscrimination rules~~3.Index ~~The~~Performance percentage ~~nondiscrimination~~is ~~rules generally require that benefits~~negative, ~~rights~~but orhigher ~~features~~than of the ~~plan not discriminate in favor of highly compensated employees~~Floor. InIf ~~evaluating whether~~ the ~~Contract~~calculated isIndex ~~suitable~~Performance percentage for ~~use in connection with a tax sheltered annuity plan, you should consider~~ the ~~effect~~S&P of500 ~~the~~Index ~~$10,000~~is -5% ~~minimum~~over ~~Annuity Deposit requirement, and of~~ the ~~higher discretionary interest rate that may be credited to Annuity Deposits of $100~~Term,~~000~~ orwe ~~more,~~will oncalculate the ~~plan's~~Strategy ~~compliance~~Maturity ~~with~~Value ~~applicable~~as nondiscrimination requirements. Violation of these rules can cause loss of the plan's tax favored status under the Internal Revenue Code. Employers intending to use the Contract in connection with such plans should seek competent advice.follows:

~~Income~~•Applying ~~tax~~the ~~regulations~~Index ~~impose~~Performance percentage ~~a written plan requirement and certain information sharing requirements on Section 403~~(b-5%) ~~contracts~~would ~~(including~~result ~~Section~~in ~~403(b) annuity contracts and Section 403(b)(7) custodial accounts). In particular,~~ a ~~rollover~~smaller toreduction ain ~~Section~~the ~~403(b)~~Strategy ~~contract~~Base ~~from~~than ~~an eligible retirement plan, a transfer to a Section 403(b) plan from another Section 403(b) plan, and~~ the Floor ~~exchange of a Section 403~~(b-10%). ~~contract~~We ~~for~~therefore ~~another~~multiply ~~Section 403(b) contract under~~ the ~~same~~Strategy ~~Section~~Base ~~403(b)~~by ~~plan must be permitted under~~ the ~~Section~~Index ~~403(b)~~Performance ~~plan pursuant~~ to ~~which~~calculate ~~the~~a ~~contract~~$500 isreduction ~~maintained.~~in ~~In addition,~~ the ~~issuer~~Strategy ofBase. ~~the Section 403~~(~~b) contract and the employer maintaining the Section 403(b) plan must generally agree to provide each other~~$10,000 ~~from~~x -5% ~~time to time, with information necessary for the Section 403(b~~= -$500). ~~contract,~~The orStrategy ~~any~~Base ~~other~~is ~~contact~~reduced ~~to which contributions have been made~~ by ~~the employer~~$500, toresulting ~~satisfy~~in ~~Section~~a ~~403(b)~~Maturity ~~and~~Value ~~other tax requirements. If these requirements are not met, there may be adverse tax consequences to the contract owner, including current taxation~~ of ~~amounts that would otherwise be tax deferred~~$9,500.

In4.Index ~~light~~Performance percentage ofis ~~the~~negative ~~limitations~~and inless than the ~~income tax regulations, Protective, without prior approval, will not accept rollovers, transfers, or exchanges into a Section 403(b) annuity contract~~Floor. AIf ~~rollover,~~the ~~transfer,~~calculated orIndex ~~exchange~~Performance percentage ~~from~~for ~~your Section 403(b) annuity contract with Protective to another Section 403(b) contract may be made only if~~ the ~~other~~S&P ~~Section~~500 ~~403(b)~~Index ~~annuity contract~~ is -15% ~~maintained~~over ~~pursuant to a Section 403(b) plan that permits~~ the ~~rollover~~Term, ~~transfer,~~we orwill ~~exchange.~~apply ~~Before~~the ~~requesting~~Downside aProtection ~~rollover,~~and ~~transfer,~~calculate ~~or exchange to another Section 403(b) contract, you should consult your tax advisor about~~ the ~~income~~Strategy ~~tax~~Maturity ~~consequences~~Value ofas ~~the proposed transaction.~~follows:

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

In5.Index ~~the~~Performance percentage ~~case~~is ~~of Contracts used in connection with a pension~~negative, ~~profit-sharing,~~and orcompletely ~~annuity~~absorbed ~~plan~~by ~~qualified under Sections 401(a) or 403(a) of~~ the ~~Code,~~Buffer. orIf in the ~~case~~calculated ofIndex aPerformance percentage ~~Section~~for ~~403(b) tax-sheltered annuity, any "eligible rollover distribution" from~~ the ~~Contract~~S&P ~~will~~500 beIndex ~~subject to direct rollover and mandatory withholding requirements. An eligible rollover distribution generally~~ is -5% ~~any~~over ~~taxable~~the ~~distribution~~Term, ~~from~~we awill ~~qualified~~calculate ~~pension~~the ~~plan~~Strategy ~~under~~Maturity ~~Section~~Value ~~401(a)~~as ~~of the~~ follows:

•The Index Performance percentage (-5%) is greater than the Buffer (-15%). The Strategy Performance is 0%. We therefore multiply the Strategy Base by the Strategy Performance (0%) to calculate a $0 reduction in the Strategy Base. ($10,000 x 0% = $0). The Strategy Base is reduced by $0, resulting in a Maturity Value of $10,000.

6.Index Performance percentage is negative, but not completely absorbed by the Buffer. If the calculated Index Performance percentage for the S&P 500 Index is -20% over the Term, we will calculate the Strategy Maturity Value as follows:

•The Index Performance percentage (-20%) is less than the Buffer (-15%). The Strategy Performance is -5% (-20% + 15%). We therefore multiply the Strategy Base by the Strategy Performance (-5%) to calculate a $500 reduction in the Strategy Base. ($10,000 x -5% = -$500). The Strategy Base is reduced by $500, resulting in a Maturity Value of $9,500.

~~Code,~~Table ~~qualified annuity plan under Section 403(a)~~ of the Code, or Section 403(b) tax-sheltered annuity or custodial account, excluding certain amounts (such as minimum distributions required under Section 401(a)(9) of the Code, distributions which are part of a "series of substantially equal periodic payments" made for life or a specified period of 10 years or more, or hardship distributions as defined in the tax law).Contents

~~Under~~ACCESSING ~~these~~YOUR requirements, withholding at a rate of 20% will be imposed on any eligible rollover distribution. In addition, the Owner in these qualified retirement plans cannot elect out of withholding with respect to an eligible rollover distribution. However, this 20% withholding will not apply if, instead of receiving the eligible rollover distribution, the Owner elects to have amounts directly transferred to certain Qualified Plans (such as to an IRA). Special rules apply to the rollover of any after-tax amounts. Prior to receiving an eligible rollover distribution, you will receive a notice (from the plan administrator or Protective) explaining generally the direct rollover and mandatory withholding requirements and how to avoid the 20% withholding by electing a direct transfer.MONEY

~~Federal~~Withdrawals ~~Income~~and ~~Tax Withholding~~Surrenders

~~Protective~~Anytime ~~will~~on ~~withhold~~or ~~and~~before ~~remit~~the toAnnuity ~~the~~Date ~~U.S.~~you ~~government~~may request a ~~part~~withdrawal offrom — ~~the~~or ~~taxable~~a ~~portion~~surrender of — ~~each~~your ~~distribution made under a~~ Contract ~~unless~~Value, ~~the~~by ~~distributee~~Written ~~notifies~~Notice ~~Protective at~~ or ~~before~~any ~~the~~other ~~time~~method ofwe ~~the~~permit ~~distribution~~at that ~~he or she elects not to have any amounts withheld~~time. InFederal ~~certain~~and ~~circumstances,~~state ~~Protective~~income taxes may beapply ~~required~~ to ~~withhold tax. The withholding rates applicable to the taxable portion of periodic annuity payments (other than the eligible rollover~~ distributions) ~~are~~from the same as the withholding rates generally applicable to payments of wages. The withholding rate applicable to the taxable portion of non-periodic payments (including withdrawals prior to the Annuity Commencement Date) and conversions ofContract, ~~or rollovers from, non-Roth IRAs~~ and ~~Qualified~~a ~~Plans to Roth IRAs is~~ 10%. ~~Regardless~~additional ~~of whether you elect not to have federal income~~ tax ~~withheld,~~may ~~you~~apply ~~are~~if ~~still~~the ~~liable~~distribution ~~for~~occurs ~~payment~~before ofan ~~federal~~Owner’s ~~income~~age ~~tax on the taxable portion of the payment~~591/2. As(See ~~described~~“Federal ~~above,~~Tax ~~the withholding rate applicable to eligible rollover distributions is 20%~~Matters.”)

~~EXECUTIVE~~Partial ~~OFFICERS AND DIRECTORS~~Withdrawals

AsOn ofor ~~February~~before ~~21,~~the ~~2012~~Annuity Date, ~~Protective's~~you ~~executive~~may ~~officers~~request ~~were~~a aswithdrawal ~~follows~~of a portion of your Contract Value, provided:

Name	Age		Position
John D. Johns		60	Chairman of the Board, President, Chief Executive Officer and a Director
Richard J. Bielen		51	Vice Chairman and Chief Financial Officer and a Director
Edward M. Berko		54	Executive Vice President, Chief Risk Officer
Carolyn M. Johnson		51	Executive Vice President, Chief Operating Officer and a Director
Deborah J. Long		58	Executive Vice President, Secretary and General Counsel
Carl S. Thigpen		55	Executive Vice President, Chief Investment Officer
Brent E. Griggs		56	Senior Vice President, Asset Protection
Carolyn King		61	Senior Vice President, Acquisitions and Corporate Development
Steven G. Walker		52	Senior Vice President, Controller and Chief Accounting Officer
Judy Wilson		53	Senior Vice President, Stable Value Products

•the amount you request is at least $100; and

~~All~~•the ~~executive~~Contract ~~officers~~Value ~~are~~after ~~elected~~the ~~annually~~withdrawal ~~and~~is ~~serve~~processed is at ~~the~~least ~~pleasure~~$25,000 of(not ~~the~~required ~~Board~~for ofwithdrawals ~~Directors.~~taken ~~None~~to ofsatisfy ~~the~~federal ~~executive~~income ~~officers~~tax ~~are~~rules concerning ~~related~~minimum todistribution ~~any~~requirements ~~director~~applicable ~~of Protective or~~ to ~~any~~your ~~other executive officer~~Contract).

~~Mr.~~If ~~Johns~~any ~~has~~of ~~been~~these ~~Chairman~~requirements ofis ~~the~~not ~~Board~~met, ofwe ~~Protective~~will ~~since~~treat ~~January~~your ~~2003,~~withdrawal ~~and~~request ~~President~~as ~~and~~not ~~Chief~~in ~~Executive~~Good ~~Officer~~Order ofand ~~Protective~~will ~~since~~not ~~December~~process ~~2001.~~the Mrrequest. ~~Johns~~If ~~has~~this ~~been~~occurs, ~~employed~~we bywill ~~Protective~~notify you and ~~its~~provide ~~subsidiaries~~the ~~since~~opportunity ~~1993~~to modify the instruction so the requirements are met.

~~Mr. Bielen has been Vice Chairman and Chief Financial Officer of Protective since June 2007. From August 2006 to June 2007, Mr. Bielen served as Executive Vice President,~~ 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 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.

~~Chief~~Table ~~Investment Officer, and Treasurer~~ of Protective. From January 2002 to August 2006, Mr. Bielen served as Senior Vice President, Chief Investment Officer, and Treasurer of Protective. He has been a Director of Protective since September 2006. Mr. Bielen has been employed by Protective and its subsidiaries since 1991.Contents

~~Mr.~~An ~~Berko~~investor ~~has~~can ~~been~~obtain ~~Executive~~a ~~Vice~~signature ~~President~~guarantee from more than 7,000 financial institutions across the United States and ~~Chief~~Canada ~~Risk~~that ~~Officer~~participate ofin ~~Protective~~a ~~since~~Medallion ~~August~~signature ~~2009~~guarantee program. ~~Prior~~The tobest ~~joining~~source ~~Protective,~~of ~~Mr.~~a ~~Berko~~signature ~~served~~guarantee asis ~~Managing~~a ~~Director~~bank, savings and ~~Chief~~loan ~~Risk~~association, ~~Officer~~brokerage offirm, ~~the~~or ~~Investments~~credit ~~Department~~union ofwith ~~MetLife,~~which ~~Inc~~you do business. ~~from~~Guarantor ~~2005~~firms tomay, ~~2009~~but frequently do not, charge a fee for their services.

~~Ms.~~A ~~Johnson~~notary ~~has~~public ~~been~~cannot ~~Executive~~provide ~~Vice~~a ~~President~~signature ~~and Chief Operating Officer of Protective since June 2007~~guarantee. ~~From~~Notarization ~~November~~will ~~2006~~not tosubstitute ~~June~~for ~~2007,~~a ~~she~~signature ~~served as Senior Vice President and Chief Operations and Technology Officer of Protective~~guarantee. Ms. Johnson served as Senior Vice President, Chief Operating Officer, Life and Annuity Division of Protective from May 2006 to November 2006. From August 2004 to May 2006, she served as Senior Vice President and Chief Operating Officer, Life and Annuity of Protective Life Insurance Company. Ms. Johnson has been employed by Protective and its subsidiaries since 2004.

~~Ms.~~Free ~~Long~~Withdrawal has been Executive Vice President, Secretary, and General Counsel of Protective since May 2007. From November 1996 to May 2007, Ms. Long served as Senior Vice President, Secretary, and General Counsel of Protective. Ms. Long has been employed by Protective and its subsidiaries since 1994.Amount

~~Mr.~~During ~~Thigpen~~the ~~has~~first ~~been~~six ~~Executive~~(6) Contract Years ~~Vice~~(the ~~President~~initial ~~and~~MVA ~~Chief~~Period ~~Investments~~or ~~Officer~~withdrawal charge period), you can withdraw your Contract Value up to the amount of ~~Protective~~the ~~since~~Free ~~June~~Withdrawal ~~2007.~~Amount ~~From~~without ~~January~~being ~~2002~~subject to ~~June~~an ~~2007,~~MVA Mrand withdrawal charge. ~~Thigpen~~Although ~~served~~no aswithdrawal ~~Senior~~charges ~~Vice~~will ~~President~~apply ~~and~~after ~~Chief~~the ~~Mortgage~~end ~~and~~of ~~Real~~the ~~Estate~~initial ~~Officer~~MVA Period, withdrawals in excess of ~~Protective~~the Free Withdrawal Amount taken during any MVA Period will still be subject to an MVA. MrIf 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. ~~Thigpen~~Taking ~~has~~a ~~been~~withdrawal ~~employed~~before bya ~~Protective~~Maturity Date may result in a reduction of the Strategy Base that is significantly larger than the withdrawal amount requested and ~~its~~could ~~subsidiaries~~result ~~since~~in ~~1984~~loss of principal and previously credited interest.

~~Mr.~~We ~~Griggs~~calculate ~~has~~the ~~been~~available ~~Senior~~Free ~~Vice~~Withdrawal ~~President,~~Amount ~~Asset~~with ~~Protection~~each withdrawal. During the first Contract Year, the Free Withdrawal amount available each Contract Year is equal to 10% of ~~Protective~~the ~~since~~Contract ~~February~~Base ~~2003.~~that Mrestablished the initial Strategies. ~~Griggs~~In ~~has~~subsequent ~~been~~Contract Years, ~~employed~~it byis ~~Protective~~equal ~~and~~to ~~its~~10% ~~subsidiaries~~of ~~since~~the ~~1997~~Contract Base as of the most recent, prior Contract Anniversary.

~~Ms.~~The ~~King~~Free ~~has~~Withdrawal ~~been~~Amount ~~Senior~~is ~~Vice~~not ~~President,~~cumulative. ~~Acquisitions~~Any ~~and~~portion ~~Corporate Development,~~ of ~~Protective~~the ~~since~~Free ~~June~~Withdrawal ~~2007.~~Amount ~~From~~not ~~December~~taken ~~2003~~during toa ~~June~~Contract Year ~~2007,~~does ~~Ms.~~not ~~King~~carry ~~served~~forward asto ~~Senior~~future ~~Vice President, Acquisitions of Protective~~Contract Years. ~~Ms. King has been employed by Protective and its subsidiaries since 1995.~~

~~Mr.~~How ~~Walker~~Withdrawals ~~has~~are ~~been~~taken ~~Senior~~from ~~Vice~~your ~~President,~~Contract ~~Controller, and Chief Accounting Officer of Protective since March 2004. Mr. Walker has been employed by Protective and its subsidiaries since 2002.~~Value

MsWithdrawals will be deducted pro rata from the Strategies. ~~Wilson~~We ~~has~~do ~~been~~not ~~Senior~~allow ~~Vice~~withdrawals ~~President~~to be deducted from the Strategies other than on a pro rata basis. This means you cannot instruct us on how to apportion the withdrawal, ~~Stable~~and ~~Value~~we ~~Products~~may ofwithdraw ~~Protective~~amounts ~~since~~from ~~January~~a ~~1995~~Strategy that you would prefer be excluded. MsIf we process your withdrawal request while in the Holding Account (i.e., ~~Wilson~~before ~~has~~establishing ~~been~~your ~~employed~~initial byStrategies), ~~Protective~~we ~~and~~will ~~its~~deduct ~~subsidiaries~~the ~~since~~Holding ~~1989~~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.

~~Certain~~When ofyou ~~these~~make ~~executive~~a ~~officers~~withdrawal ~~also~~request, ~~serve~~you must instruct us as ~~executive~~to ~~officers~~whether ~~and/~~the amount you request is (1) the amount you want to receive (a “net” withdrawal), or ~~directors~~(2) the ofamount ~~various~~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 ~~Protective's~~your ~~subsidiaries~~withdrawal request in order to account for the Market Value Adjustment and withdrawal charge, 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.

~~Qualification~~Calculating ofAmounts ~~Directors~~Associated with a Withdrawal

The steps and formulas below explain how we calculate withdrawals and, more specifically, how we determine the following ~~summarizes~~amounts: ~~some~~(1) the ofamount we need to deduct from each Strategy to satisfy the ~~key~~withdrawal ~~experiences~~request; (2) the amount remaining in your Strategy after we process the withdrawal; (3) the MVA and, ~~qualifications~~if applicable, ~~education~~the ~~and~~withdrawal ~~other~~charge ~~attributes~~applicable ofto ~~our~~each ~~directors:~~Strategy; and (4) your withdrawal proceeds.

~~John~~We D.use ~~Johns.~~Steps ~~Mr.~~1 ~~Johns~~and ~~joined~~2 ~~Protective~~to incalculate ~~October~~the ~~1993~~effect asof ~~Executive~~a ~~Vice~~withdrawal ~~President~~on ~~and~~the ~~Chief~~Strategy ~~Financial~~Base ~~Officer~~(i. ~~In August 1996~~e., ~~Mr.~~the ~~Johns~~amount ~~became~~we ~~President~~deduct and ~~Chief~~the ~~Operating~~amount ~~Officer~~that ofremains ~~Protective~~in ~~Life~~the ~~Corporation ("PLC"~~Strategy);. inSteps ~~June~~3 ~~1997, he became President of Protective; in December 2001, he became President~~ and ~~Chairman~~4 ofshow ~~Protective;~~how inwe ~~January~~calculate ~~2003,~~the herelevant ~~became~~charges ~~President, Chairman~~ and ~~Chief~~the ~~Executive~~proceeds ~~Officer~~you ofwill ~~PLC;~~receive. ~~and~~For inexamples ~~June~~on ~~2005,~~how hewe ~~became~~calculate ~~President~~withdrawals, ~~Chairman~~see ~~and~~Appendix ~~Chief~~A ~~Executive~~to ~~Officer~~this ~~of Protective~~Prospectus. ~~Before joining Protective, Mr. Johns was Executive Vice President and General Counsel of Sonat,~~

~~Inc.~~Table ~~Prior to joining Sonat, Mr. Johns was a lawyer in private practice; his practice focused on commercial and financing transactions and the financial services industry. Mr. Johns is on the Board~~ of Directors of Alabama Power Company and Genuine Parts Company; he is a trustee of Birmingham-Southern College and the Altamont School; he is on the Board of Directors of the American Council of Life Insurers, the Birmingham Civil Rights Institute, and the Economic Development Partnership of Alabama; and he has previously served in a leadership role in the Business Council of Alabama, other financial services industry associations and civic and educational organizations. Mr. Johns received his undergraduate degree from the University of Alabama and his Master of Business Administration and Juris Doctorate from Harvard University. We believe that Mr. Johns' background in the practice of law, his skills and experience as a senior executive of Protective and Sonat and as a leader in other business, civic, educational and charitable organizations, his knowledge and experience as a leader in the life insurance industry, along with his long-standing knowledge of Protective and his seasoned business judgment, are valuable to us and our Board of Directors.Contents

~~Richard~~Step J.1: ~~Bielen.~~Calculating Mr. Bielen joined Protective in August 1991 as Vice President. In May 1992, he became Senior Vice President, Treasurer and Chief Investment Officer of PLC. In June 1997 Mr. Bielen became Senior Vice President of Protective; in January 2002, he became Chief Investment Officer and Treasurer of Protective; in August 2006, he became Executive Vice President of Protective and PLC; and in June 2007 he became Vice Chairman and Chief Financial Officer of Protective and Protective Life Corporation. Before joining Protective, Mr. Bielen was Senior Vice President of Oppenheimer & Company. Prior to joining Oppenheimer, Mr. Bielen was a Senior Accountant with Auther Anderson and Company. Mr. Bielen is on the ~~Board~~Amount ofWe ~~Directors~~Deduct of the United Way of Central Alabama, the Alabama Trust Fund, the McWane Science Center and Children's Health System. Mr. Bielen received his undergraduate degree and Masters of Business Administration from ~~New~~Each ~~York~~Strategy ~~University.~~Base Wefor believe that Mr. Bielen's background in business, his skills and experience as a senior executive of Protective and Oppenheimer and as a leader in other business, civic, educational and charitable organizations, his knowledge and experience as a leader in the ~~life~~Withdrawal ~~insurance industry, along with his long-standing knowledge of Protective and his seasoned business judgment, are valuable to us and our Board of Directors.~~Request

~~Carolyn~~When M.a ~~Johnson.~~withdrawal ~~Ms.~~is ~~Johnson~~taken ~~joined~~from ~~Protective~~your inContract, ~~August~~the ~~2004~~Contract asBase ~~Senior Vice President~~ and ~~Chief~~Strategy ~~Operating~~Bases ~~Officer,~~will ~~Life~~be ~~and Annuity Division~~reduced. InThe ~~May~~total ~~2006,~~amount ~~she~~of ~~became~~the ~~Senior~~reduction ~~Vice~~is ~~President~~intended ~~and~~to ~~Chief~~adjust ~~Operating~~the ~~Officer,~~Contract ~~Life~~Base ~~and~~in ~~Annuity~~the ~~Division~~same ofproportion ~~PLC~~that ~~and~~the ~~Protective.~~withdrawal Inamount ~~November~~reduced ~~2006,~~the ~~she~~Contract ~~became~~Value ~~Chief~~at ~~Operations~~the ~~and~~time ~~Technology Officer~~ of ~~Protective~~the ~~and PLC~~withdrawal. InThe ~~June~~amount ~~2007, Ms. Johnson became Executive Vice President and Chief Operating Officer~~ of ~~Protective~~the ~~and~~reduction ~~Protective Life Corporation. Before joining Protective, Ms. Johnson was Senior Vice President, Bankers Life and Casualty. Prior~~ to ~~joining~~the ~~Bankers~~Contract ~~Life~~Base ~~and~~could ~~Casualty,~~be ~~Ms.~~greater ~~Johnson~~than ~~was~~the ~~Chief~~dollar ~~Operations~~amount ~~Officer~~ of ~~Western~~the ~~Reserve~~withdrawal ~~Life~~to Assurance Company of Ohio. Ms. Johnson is a board member-elect for LIMRA/LOMA International. Ms. Johnson received her undergraduate degree from California State University. We believe that Ms. Johnson's background in the ~~insurance~~Contract ~~industry~~Value, ~~her~~if ~~skills~~the ~~and~~Contract ~~experience as a senior executive of Protective~~Value, ~~Bankers~~at ~~Life~~the ~~and~~time ~~Casualty and Western Reserve Life Assurance Company~~ of ~~Ohio~~the ~~and as a leader in other business and trade organizations~~withdrawal, ~~her~~is ~~knowledge~~less ~~and~~than ~~experience as a leader in~~ the ~~life~~Contract ~~insurance industry, along with her long-standing knowledge of Protective and her seasoned business judgment, are valuable to us and our Board of Directors~~Base.

The amount of the reduction for an individual Strategy is referred to as the Strategy Base Reduction Amount. This amount is based on 1) the portion of the withdrawal allocated to the individual Strategy, calculated based on the pro rata share of that Strategy’s Base to the total Contract Base, and 2) an adjustment factor based on the ratio of total Contract Base to Contract Value at the time of the withdrawal. This adjustment factor (called the Contract Base Reduction Percentage) is calculated at the Contract level rather than the individual Strategy level, and the adjustment will be proportionally allocated among all Strategies, regardless of the individual performance of each Strategy. Therefore, even if an individual Strategy’s performance is positive, but the overall Contract performance is negative, the impact of the withdrawal to the individual Strategy Base would be to reduce the Strategy Base by an amount greater than the dollar amount the withdrawal reduces the Strategy Value for that Strategy.

The first step in determining the Strategy Base Reduction Amount is to determine the Contract Base Reduction Percentage, which is the percent by which we reduce the Contract Base (that is, the sum of all Strategy Bases) for your withdrawal. We calculate this percent by comparing your Contract Base to your Contract Value (on the date we calculate the withdrawal).

Contract Base Reduction Percentage = A / B

where:

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

B = Contract Value.

The next step is to determine how much the requested withdrawal will reduce the Contract Base based on the Contract Value (as of the date we calculate the withdrawal). We do this by applying the Contract Base Reduction Percentage to the withdrawal amount requested.

Contract Base Adjustment Amount = withdrawal amount requested x Contract Base Reduction Percentage

The next step is to determine how much of the Contract Base Adjustment Amount is allocable to each Strategy Base. We refer to this as the Strategy Base allocation percentage, and it is the ratio of Strategy Base to Contract Base (expressed as a percent of the Contract Base). For example, if you have 5 Strategies, and each Strategy Base is $10,000, then the Strategy Base allocation percentage for each Strategy is 20% ($10,000/$50,000). We calculate the Strategy Base allocation percentage, and then apportion the Contract Base Adjustment Amount to each Strategy (Strategy Base Reduction Amount) as follows:

Strategy Base Reduction Amount = Contract Base Adjustment Amount x Strategy Base allocation percentage

Step 2: Determining the Strategy Base After the Withdrawal

A withdrawal will reduce the Strategy Base by the Strategy Base Reduction Amount.

Strategy Base after we process withdrawal = A – B

A = Strategy Base before we process withdrawal, and

B = Strategy Base Reduction Amount.

~~COMPENSATION~~Table ~~COMMITTEE~~of ~~INTERLOCKS AND INSIDER PARTICIPATION~~Contents

~~Executive~~Step ~~Officers~~3: ofCalculating ~~Protective also serve as executive officers of PLC. The Compensation and Management Succession Committee of PLC oversees~~ the ~~compensation~~MVA ~~program for Protective's officers. During 2011, the members of PLC's Compensation~~ and ~~Management~~Withdrawal ~~Succession~~Charge ~~Committee~~Applicable ~~were~~to ~~Mr.~~Each Ritter (Chairman), Mr. Hamby, Mr. McMahon (until May 9) and Mr. Spikes (after May 9). No interlocking relationship existed during 2011 between any of these individuals and any of the executive officers of PLC or Protective. In addition, none of these individuals has ever been an officer or employee of Protective, or had any relationship for which the SEC requires disclosure.Strategy

~~COMPENSATION~~A ~~DISCUSSION~~portion ~~AND~~of ~~ANALYSIS~~your withdrawal request will be subject to the MVA and, if applicable, withdrawal charge, and those charges will impact the amount you receive from your withdrawal. If interest rates at the time of the withdrawal are higher than at the start of the MVA Period, the MVA will be negative and will reduce your withdrawal proceeds. Conversely, if interest rates at the time of the withdrawal are lower than at the start of the MVA Period, the MVA will be positive. We determine the MVA charge and withdrawal charge applicable to each Strategy based on the amount we withdraw from each Strategy. We then add all the MVA charges together to arrive at the total amount of the MVA and all of the withdrawal charges together to arrive at the total amount of the withdrawal charge that we impose on your withdrawal. To do this, we first apportion the amount of the withdrawal request among the Strategies based on the Strategy Base allocation percentage. The result is the Strategy Withdrawal Amount.

AsStrategy ~~stated~~Withdrawal ~~above,~~Amount ~~the~~= ~~executive~~A ~~officers~~x of Protective also serve as executive officers of PLC, Protective's holding company, and each holds commensurate officer positions with respect to PLC and Protective. The executive officers of Protective do not receive any compensation directly from Protective in connection with their services as executive officers of Protective. Instead, these executive officers receive compensation directly from PLC. As a result, the compensation of each of the executive officers of Protective is determined by the Compensation and Management Succession Committee of PLC, and by PLC's board of directors as a whole, under the compensation policies of PLC, as discussed further below.B

~~Compensation~~A= ~~Philosophy~~withdrawal request amount, and

~~The~~B ~~objectives~~= ofStrategy ~~PLC's~~Base ~~executive compensation program are to:~~allocation percentage.

~~• attract~~Once we determine the ~~most~~Strategy ~~qualified~~Withdrawal ~~executives~~Amount, we calculate the Strategy Free Withdrawal Amount for each Strategy, which is the amount not subject to the MVA or withdrawal charge. For each Strategy:

~~• motivate~~Strategy ~~them~~Free toWithdrawal ~~achieve~~Amount ~~high~~= ~~levels~~A ofx ~~performance, and~~B

~~• retain executives who contribute to PLC's success.~~where:

~~Principles~~A of= ~~the~~Free ~~Compensation~~Withdrawal ~~Program~~Amount, and

ToB ~~meet~~= ~~these~~Strategy ~~objectives,~~Base ~~PLC designs its program to:~~allocation percentage.

~~• attract~~For each Strategy, ~~motivate~~we ~~and~~determine ~~retain~~the ~~officers~~amount ~~who~~of the withdrawal that will ~~commit~~be subject to ~~building~~the ~~long-term~~MVA, ~~share~~and ~~owner~~we ~~value,~~refer to this portion as the MVA Strategy Withdrawal Portion. We calculate this amount by deducting the Strategy Free Withdrawal Amount from the Strategy Withdrawal Amount.

~~• focus~~MVA ~~officers~~Strategy onWithdrawal ~~key~~Portion ~~business~~= ~~goals,~~A – B

~~• enhance share owner value by rewarding officers for achieving long-term goals,~~where:

~~• take~~A ~~into~~= ~~account~~Strategy ~~market~~Withdrawal ~~and industry practices and internal pay equity~~Amount, and

~~• be~~B ~~communicated~~= ~~effectively,~~Strategy soFree ~~officers~~Withdrawal ~~understand how compensation is linked to performance~~Amount.

~~Compensation~~We ~~Committee~~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 could increase, decrease, or have no effect on the amount you will receive from the withdrawal.

The ~~Compensation~~dollar ~~and~~amount ~~Management Succession Committee~~ of ~~PLC's Board of Directors oversees~~ the ~~compensation~~MVA ~~program~~= ~~for~~A ~~our~~x ~~officers. The Committee's principal duties include:~~B

~~• determining the compensation packages of our senior officers,~~where:

~~• setting~~A ~~annual~~= ~~cash~~MVA ~~incentive~~Strategy ~~opportunities~~Withdrawal ~~and determining whether the related performance objectives have been achieved~~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

~~• granting~~Table ~~long-term~~of ~~incentive awards and determining whether any related performance objectives have been achieved, and~~Contents

~~• reviewing~~MVA. ~~and~~An ~~discussing~~MVA ~~senior~~that ~~management~~increases ~~performance~~the ~~and~~MVA ~~management~~Strategy ~~succession~~Withdrawal ~~plans~~Portion ~~with~~will ~~our~~also ~~Chief~~increase ~~Executive~~the ~~Officer~~withdrawal charge. Similarly, an MVA that decreases the MVA Strategy Withdrawal Portion will also decrease the withdrawal charge.

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

The Committee engages an independent compensation consultant to help it fulfill its duties. At its November 2010 meeting, the Committee reviewed the services provided by Towers Watson, reviewed its independence and determined that it met the Committee's independence requirements, and engaged Towers Watson to serve as its compensation consultant for the 2011 compensation cycle. As a part of this review, the Committee considered, among other thingswhere:

~~• the~~A ~~fact~~= ~~that~~MVA ~~the~~Strategy ~~individual~~Withdrawal ~~consultants who work directly with the Committee are not the relationship managers for any other services that may be provided by affiliates of the consultant~~Portion, ~~and receive no compensation that is directly related to these other services;~~

~~• the~~B ~~consultant's~~= ~~internal~~dollar ~~codes~~amount of ~~conduct,~~the ~~professional~~MVA ~~standards~~(as ~~policies,~~calculated ~~and~~above) ~~quality~~applicable ~~assurance~~to ~~programs;~~the Strategy, and

~~• the~~C ~~nature~~= ~~and~~withdrawal ~~cost~~charge percentage of(as ~~any~~described ~~services~~in ~~provided~~the by“Determining ~~affiliates of~~ the ~~compensation~~Withdrawal ~~consultant~~Charge” ~~to other areas of Protective's business~~section).

~~Protective~~Step ~~pays~~4: ~~the~~Determining ~~compensation consultant's fees (generally on an hourly basis) and expenses as provided in~~ the ~~consultant's~~Amount ~~written~~of ~~agreement with~~ the ~~Committee.~~Withdrawal AsProceeds ~~provided~~You inWill ~~that agreement and in the Committee's directions to the compensation consultant, the consultant gives the Committee advice about:~~Receive

~~• the~~To ~~compensation~~calculate ~~provided~~the toamount ~~officers~~you atwill ~~other~~actually ~~companies,~~receive ~~using~~from ~~proxy~~a ~~statement~~withdrawal ~~data~~request, ~~published~~we ~~survey~~use ~~sources, and~~ the ~~consultant's~~following ~~proprietary data,~~formula:

~~• the~~Withdrawal ~~amount~~Proceeds ~~and~~= ~~type~~A of+/– ~~compensation~~B – toC – ~~provide to our officers and key employees,~~D

~~• the value of long-term incentive grants,~~where:

~~• the~~A ~~allocation~~= sum of ~~total~~all ~~compensation~~Strategy ~~between~~Withdrawal ~~cash and stock-based incentives~~Amounts,

~~• the~~B ~~allocation~~= sum of ~~total~~the ~~compensation~~dollar ~~"at~~amounts ~~risk"~~of ~~(annual~~the ~~cash~~MVA ~~incentives~~for ~~and~~all ~~stock-based~~the ~~incentives) and not "at risk~~Strategies,~~" and~~

~~• internal~~C ~~pay~~= ~~equity~~sum ~~among~~of ~~key~~the ~~executives.~~dollar amounts of the withdrawal charges for all the Strategies,

~~The~~D ~~consultant~~= ~~also~~any ~~collects~~required and summarizes for the Committee information from PLC's Board of Directors about the performance of Protective's Chief Executive Officer. Representatives of the compensation consultant attend regular Committee meetings, and consult with the Chair of the Committee (with or ~~without~~requested ~~management~~tax ~~present) upon request~~withholding.

~~Compensation~~We follow the steps above and perform the withdrawal calculations as of the end of the Business Day on which we receive your request in Good Order at our Administrative Office. A transaction request will be deemed in Good Order if the transaction service form is fully and accurately completed and signed by the Owner(s) and received by us at our Administrative Office. A Business Day ends at the close of regular trading on the New York Stock ~~Performance~~Exchange, ~~Peer~~which ~~Groups~~is generally at 4:00 p.m. Eastern Time. We will process any request received at our Administrative Office after the end of a Business Day on the next Business Day.

~~For~~Effect ~~2011, the compensation consultant focused on the pay practices~~ of a peer group of 17 life insurance and financial services companies that compete with Protective and PLC for officer and key employee talent. The Committee selects the companies in this compensation peer group, taking into account the recommendations of the consultant and the management of Protective and PLC. The consultant also provides a summary of compensation survey data for other companies, to give the Committee additional information for comparison purposes.Withdrawal

A withdrawal during a Strategy Term will not change any of the Strategy Elements. However, if you make a withdrawal or surrender the Contract on any day other than the Strategy Maturity Date, you may reduce the Strategy Base. If you make a withdrawal when Strategy Performance is negative, the reduction to the Strategy Base could be significant and will be larger than if Strategy Performance were neutral or positive. The Strategy Base Reduction may be substantially larger than the withdrawal amount requested, could result in loss of principal and previously credited interest, and may have a material impact when we apply credited interest or a reduction in Strategy Value on the Strategy Maturity Date.

In addition, withdrawals during an MVA Period that exceed the Free Withdrawal Amount are subject to an MVA, and withdrawals made during the initial MVA Period (first six (6) Contract Years) are also subject to a withdrawal charge. This means either (1) the amount we deduct from your Contract Value could be more than the amount of your withdrawal request if you request a net withdrawal, or (2) the amount you receive could be less than the amount of your withdrawal request if you request a gross withdrawal.

For examples of how a withdrawal or surrender affects your Contract Value, see Appendix A to this Prospectus.

Surrender and Withdrawal Restrictions

The Owner’s right to make surrenders and withdrawals is subject to any restrictions imposed by applicable law or by the Qualified Contract.

~~The~~Table ~~compensation~~of ~~peer group for the 2011 compensation cycle included:~~Contents

~~Aflac~~In ~~Incorporated~~the ~~Lincoln~~case ~~National~~of ~~Corporation~~certain ~~The~~Qualified ~~Allstate Corporation The Phoenix Companies~~Plans, ~~Inc.~~federal ~~American~~tax ~~Financial~~law ~~Group,~~imposes ~~Inc.~~restrictions ~~Principal~~on ~~Financial~~the ~~Group,~~form ~~Inc.~~and ~~Assurant,~~manner ~~Inc.~~in ~~Reinsurance~~which ~~Group~~benefits ofmay ~~America,~~be ~~Incorporated Conseco, Inc~~paid. ~~StanCorp~~For ~~Financial Group~~example, ~~Inc.~~spousal ~~Delphi~~consent ~~Financial~~may ~~Group,~~be ~~Inc.~~needed ~~Torchmark~~in ~~Corporation~~certain ~~FBL~~instances ~~Financial~~before ~~Group,~~a ~~Inc.~~distribution ~~UnumProvident~~may ~~Corporation~~be ~~Genworth Financial, Inc~~made. ~~Universal American Financial Corp The Hartford Financial Services Group, Inc.~~

InSuspension addition to the compensation peer group, the Committee selects a total shareholder return (TSR) peer group. The Committee compares the TSR peer group's capitalization-weighted total shareholder return (return to shareholders based on dividends paid and stock price changes) to PLC's TSR as part of its total compensation and pay for performance evaluations and, for some annual incentive or ~~long-term~~Delay ~~incentive~~in ~~awards, may use this TSR measure as a performance objective.~~Payments

~~The~~Payments ~~TSR~~of ~~peer~~a ~~group~~withdrawal ~~for~~or ~~2011~~surrender ~~included 26 companies—14~~ of the ~~companies~~Contract inValue ~~the~~or ~~compensation~~death ~~peer~~benefit ~~group,~~are ~~plus~~usually 12made ~~other~~within ~~life~~five ~~insurance~~(5) Business ~~and financial services companies with which the Committee believed PLC should compare its performance~~Days. ~~(PLC's~~However, ~~Board~~we ofmay ~~Directors~~delay ~~also~~such ~~reviews~~payment ~~the TSR~~ of ~~this~~a ~~peer~~withdrawal ~~group,~~or ~~and~~surrender ~~the 5-year TSR~~ of ~~PLC and~~ the ~~peer~~Contract ~~group~~Value ~~are~~or ~~shown~~death inbenefit ~~the~~if ~~total~~a ~~shareholder~~reference ~~return~~Index ~~performance~~is ~~graph~~not inpublished ~~PLC's~~or ~~annual~~your ~~report~~Purchase toPayment ~~share~~check ~~owners.)~~has Innot ~~order~~cleared toyour ~~be considered for inclusion in the TSR peer group, a company must:~~bank.

~~• have~~We amay ~~market~~delay ~~capitalization~~payment of ~~over~~a ~~$250~~withdrawal ~~million,~~or ~~and~~surrender for up to six months where permitted.

• have revenues in the life and health insurance and annuity businesses that are at least 33% of its total revenues.

The TSR peer group for the 2011 compensation cycle included:

Aflac Incorporated Kansas City Life Insurance Company American Equity Investment Life Holding Company Lincoln National Corporation American International Group, Inc. MetLife, Inc. American National Insurance Company National Western Life Insurance Company Ameriprise Financial, Inc. The Phoenix Companies, Inc. Assurant, Inc. Presidential Life Corporation Citizens, Inc. Principal Financial Group, Inc. Conseco, Inc. Prudential Financial, Inc. Delphi Financial Group, Inc. Reinsurance Group of America, Incorporated FBL Financial Group, Inc. StanCorp Financial Group, Inc. Genworth Financial, Inc. Symetra Financial Corporation The Hartford Financial Services Group, Inc. Torchmark Corporation Horace Mann Educators Corporation UnumProvident Corporation

PLC's Board, the Compensation Committee and PLC's management evaluate the composition of the peer groups annually. PLC believes that each peer group has the appropriate mix of companies and that they provide the appropriate means of comparing PLC's compensation programs and performance to that of key competitors. In the view of Protective and PLC, other approaches to creating peer groups (such as using Global Industry Classification Standard (GICS) codes and asset size within a narrow range above or below

~~PLC's~~Table ~~asset size) often include either too few or too many companies to facilitate useful comparisons, and include companies with business mixes that have little or no resemblance to the business mix~~ of ~~PLC (such as reinsurers and property and casualty insurance companies).~~Contents

~~Committee~~DEATH ~~Meetings~~BENEFIT

~~The~~If ~~Committee~~any ~~currently~~Owner ~~meets~~dies atbefore ~~least~~the ~~three~~Annuity ~~times~~Date and while the Contract is in force, we will pay a ~~year~~death benefit, less any applicable premium tax, to the Beneficiary. ~~Other~~The ~~meetings~~death ~~are~~benefit ~~scheduled~~is asnot ~~necessary~~available after the Annuity Date.

~~• At~~The ~~its~~Contract ~~November~~offers ~~meeting,~~two ~~the~~different ~~Committee~~death ~~starts~~benefits: (1) the ~~compensation~~Contract ~~and~~Value ~~performance~~Death ~~review~~Benefit ~~cycle for the next calendar year by reviewing PLC's compensation program, current business, financial~~ and ~~regulatory developments, and current levels of compensation. It begins~~ (2) the ~~process~~optional ofReturn ~~reviewing the compensation~~ of ~~named~~Purchase ~~executives—that~~Payment ~~is,~~Death ~~the officers who are named in the Summary Compensation Table in PLC's proxy statement—including review of market compensation data provided by its compensation consultant~~Benefit. ~~The~~These ~~Committee~~death ~~also~~benefits ~~gives~~are ~~the~~described ~~consultant~~more ~~and~~completely ~~PLC's management its preliminary views about senior manager compensation programs for the following year~~below.

~~• In~~You ~~February,~~must ~~the~~determine ~~Committee evaluates~~ the ~~performance~~type of ~~the~~death ~~Chief~~benefit ~~Executive~~you ~~Officer~~want ~~and~~when ~~other~~you ~~key~~apply ~~executives,~~for ~~and~~your ~~completes~~Contract. ~~its~~You ~~review~~may ofnot ~~the~~change ~~compensation~~your ofdeath ~~named~~benefit ~~executives~~selection ~~and~~after ~~other~~your ~~senior~~Contract ~~officers~~is issued. ItThe ~~reviews~~Contract ~~information~~Value ~~provided~~Death byBenefit ~~the~~is ~~compensation~~included ~~consultant~~with ~~and~~your ~~PLC's~~Contract ~~Human~~at ~~Resources~~no ~~department,~~additional ~~and~~charge. ~~makes~~You ~~preliminary~~may ~~compensation~~select ~~decisions~~the optional Return of Purchase Payment Death Benefit for an additional fee.

~~• In~~You ~~March,~~should ~~the~~carefully ~~Committee~~consider ~~reviews~~each ~~and~~of ~~approves~~these ~~the~~death ~~salaries~~benefits and ~~annual~~consult ~~cash~~a ~~incentive~~qualified ~~opportunities~~financial professional to ~~named~~help ~~executives~~you ~~and~~decide ~~other~~which ~~key~~death ~~officers,~~benefit ~~and~~is ~~makes~~best ~~awards~~for ~~under PLC's annual cash incentive and long-term incentive programs~~you. ~~The~~If ~~Committee~~you ~~also~~select ~~reviews~~ the ~~succession~~Return ~~plans~~of ~~for~~Purchase ~~key~~Payment ~~officers~~Death ~~and employees. (In 2011~~Benefit, ~~this~~consider ~~meeting~~the ~~was~~relative ~~held~~costs onagainst ~~February~~the ~~28,~~potential inbenefits ~~order~~and torisks ~~accommodate~~as ~~the~~those ~~remainder~~apply ofto ~~the~~your ~~Board's~~particular ~~meeting schedule~~situation.)

~~The~~Only ~~Chair~~one ofdeath ~~the~~benefit ~~Compensation~~is ~~Committee~~payable ~~provides~~under ~~the~~this ~~PLC~~Contract, ~~Board~~even ~~with~~though ~~reports~~the ~~about~~Contract ~~the~~may, ~~Committee's~~in ~~meetings~~some ~~and~~circumstances, ~~the~~continue ~~compensation~~beyond ofan ~~senior~~Owner’s ~~officers~~death.

~~Components~~We calculate the death benefit as of the ~~Compensation~~date ~~Program~~we receive proof of death. We will determine the death benefit as of the end of the Business Day on which we receive at our Administrative Office Due Proof of Death of the Owner, either by certified death certificate or by judicial order from a court of competent jurisdiction or similar tribunal. If we receive Due Proof of Death after the end of the Business Day, we will determine the death benefit on the next Business Day.

~~The~~If ~~key~~any ~~components~~Owner is not a natural person, the death of the ~~executive~~Annuitant ~~compensation~~is ~~program~~treated ~~are:~~as the death of an Owner.

~~• base~~The ~~salaries~~death benefit provisions of the Contract will be interpreted to comply with the requirements of Section 72(s) of the 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 significant differences. For a discussion of the post-death distribution requirements for Qualified Contracts, see “QUALIFIED RETIREMENT PLANS, Required Minimum Distributions Upon Your Death.”

~~• annual~~Contract ~~cash~~Value ~~incentive~~Death ~~awards,~~Benefit

~~• long-term~~The ~~equity-based~~Contract ~~incentives~~Value Death Benefit is the greater of the Contract Value or the Surrender Value, less any applicable premium tax.

~~• retirement~~Optional ~~and~~Return ~~deferred~~of ~~compensation~~Purchase ~~plans,~~Payment ~~and~~Death Benefit

~~• perquisites~~The ~~and~~Optional ~~other~~Return ~~benefits.~~of Purchase Payment Death Benefit will equal the greater of the following, less any applicable premium tax:

~~The Compensation Committee considers each component~~ (~~separately and with the others~~a) ~~for senior officers. The Committee targets~~ the ~~total~~Contract annual compensation package to be at the median of the compensation peer group. As part of this review, the Committee considers the total "mix" of the base salary, annual cash incentive and long term equity-based compensation delivered to senior officers, and compares that compensation mix to the compensation mix of comparable officers at other companies. The annual incentive and long-term incentive components of the program are designed so above-average company performance will result in above-median total compensation, and below-average company Value;

(b)the Surrender Value; or

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

~~performance~~Table ~~will result in below-median total compensation. The Committee does not have formal policies regarding these factors, but tries to make PLC's practices generally consistent with the practices~~ of ~~the peer group.~~Contents

~~The~~It ~~compensation~~is ~~consultant~~possible ~~recommends~~that, aat ~~compensation~~the ~~package~~time ~~for~~of an Owner’s death, the ~~Chief~~Return ~~Executive~~of ~~Officer.~~Purchase ~~PLC's~~Payment ~~Human~~Death ~~Resources~~Benefit ~~and~~will ~~Legal~~be ~~Departments~~no ~~provide~~greater than the ~~Committee~~Contract ~~with~~Value ~~additional~~Death ~~information~~Benefit. ~~about~~You ~~officers~~should consult a financial professional to carefully consider this possibility and ~~compensation~~the ~~arrangements.~~cost ~~The~~of ~~Chief~~the ~~Executive~~Return ~~Officer~~of ~~recommends~~Purchase ~~compensation~~Payment ~~packages~~Death ~~for~~Benefit ~~senior~~before ~~officers;~~you ~~however,~~decide hewhether ~~does~~the ~~not~~Return ~~provide~~of ~~recommendations~~Purchase ~~about~~Payment ~~his~~Death ~~own~~Benefit ~~compensation~~is right for you.

~~Pay~~Return ~~for~~of ~~Performance~~Purchase Payment Death Benefit Fee

The ~~Committee~~annual iscost ~~committed to tying executive compensation to PLC's performance. Therefore, a key focus~~ for the ~~Committee~~Return isof ~~the~~Purchase ~~mix~~Payment ~~between~~Death anBenefit ~~officer's~~is ~~base salary, target cash annual incentive (AIP) opportunity, and target long term equity-based (LTIP) awards. As~~ shown in the ~~following~~Death ~~table,~~Benefit ~~81%~~Rider ofSchedule ~~the~~as ~~Chief~~a percentage ~~Executive~~of ~~Officer's~~the ~~2011~~Death ~~target~~Benefit ~~compensation~~Value. ~~was~~The ~~based~~Death onBenefit ~~Company~~Value ~~performance~~is (the ~~operating~~greater ~~earnings, internal rate~~ of ~~return~~the ~~and~~following, ~~expense~~less ~~management~~any ~~goals~~applicable ~~for~~premium ~~our~~tax: ~~AIP~~Contract ~~awards~~Value, ~~and~~the ~~our~~Surrender ~~average~~Value, ~~return on average equity goal for a portion of our LTIP awards) and/~~or ~~directly~~the ~~based~~Purchase ~~on our stock price, and was therefore "at risk~~Payment." ~~Similarly,~~The ~~between~~annual ~~57%~~cost ~~and~~is ~~69%~~established ofon the ~~2011~~Contract’s ~~target~~Issue ~~compensation~~Date ofand ~~each~~will ofnot ~~the other named executives was also "at risk~~change."

~~Base~~On ~~Salaries.~~each ~~Base~~Start ~~salary~~Date, iswe calculate the ~~primary fixed~~ portion of ~~executive~~the ~~pay.~~annual Itcost ~~compensates~~attributable ~~individuals~~to ~~for~~each ~~performing~~Strategy ~~their~~by ~~day-to-day~~multiplying ~~duties~~the ~~and~~Death ~~responsibilities~~Benefit ~~and~~Value ~~provides~~on ~~them~~that ~~with~~date aby ~~level~~the annual cost. We divide the result of ~~income~~that ~~certainty.~~calculation ~~Salary~~by ~~adjustments~~4 ~~are~~to ~~usually~~determine ~~made~~the atdollar amount of the ~~Committee'~~Strategy’s ~~March~~contribution ~~meeting,~~to ~~and~~the ~~are~~benefit ~~effective~~cost ~~March~~we 1will ofcollect ~~that~~on ~~year~~each Fee Deduction Date. ~~The~~A ~~Committee~~Fee ~~considers~~Deduction Date is the ~~responsibilities~~Business ofDay ~~the~~that ~~job~~occurs on, ~~individual~~or ~~performance,~~immediately following the ~~relative~~date ~~value~~on which each quarter of athe ~~position,~~Term ~~experience,~~elapses. ~~comparisons~~Fee toDeduction ~~salaries~~Dates ~~for~~are ~~similar~~identified ~~positions~~by dividing the number of days in ~~other~~the ~~companies~~Strategy Term by 4 (rounding to the nearest whole day), associating each with a calendar date and ~~internal~~moving ~~pay~~forward ~~equity.~~to ~~For~~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.

~~the~~Table ~~Chief Executive Officer, the Committee also considers company performance. No particular weighting is given to any~~ of ~~these factors.~~Contents

~~The~~We ~~Compensation~~do ~~Committee~~not ~~reviewed~~apply the ~~performance~~MVA ~~and~~or ~~base~~assess ~~salaries~~a ofwithdrawal ~~the~~charge ~~named~~on ~~executives at its February 2011 meetings. It approved~~ the ~~following~~Return ~~annual~~of ~~base~~Purchase ~~salaries~~Payment ~~(and~~Death ~~the~~Benefit ~~related percentage increases from the previously-effective base salaries), effective March 1, 2011:~~fee.

• Johns — $900,000 (3.4%)


Contract Value Death Benefit Example						Return of Premium Death Benefit Example

At Inception:						At Inception:

Contract Base = $100,000						Contract Base = $100,000

Contract Value = $100,000						Contract Value = $100,000

Death Benefit = $100,000						Death Benefit (DB) = $100,000

Cap = 12%						Cap = 12%

Floor = 10%						Floor = 10%

After 1 year (Index Performance = 10%):						After 1 year (Index Performance = 10%):

Contract Base = $110,000						Contract Base1 = $109,780 (((Starting Contract Base ($100 Death Benefit fee ($200)) x (1 + Index Performance (10%)))

Contract Value = $110,000						Contract Value1 = $109,780

Death Benefit = $110,000						Death Benefit = $109,780

Fees from Contract Base = $0						Fees from Starting Contract Base = $200 (0.20% x DB)

After 1 year (Index Performance = -10%)						After 1 year (Index Performance = -10%):

Contract Base = $90,000						Contract Base1 = $89,820 (((Starting Contract Base ($100,000) - Death Benefit fee ($200)) x (1 + Index Performance (-10%)))

Contract Value = $90,000						Contract Value1 = $89,820

Death Benefit = $90,000						Death Benefit = $100,000

Fees from Contract Base = $0						Fees from Starting Contract Base = $200 (0.20% x DB)

~~• Bielen — $465,000 (3.3%)~~__________________

~~• Johnson~~1Given —the ~~$470~~same market performance,~~000~~ (4Contract 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 payment of the Return of Purchase Payment Death Benefit fee.~~4%)~~

~~• Long~~Payment —of ~~$410,000~~the ~~(2.5%)~~Death Benefit

~~• Thigpen~~The —Beneficiary ~~$425~~may take the death benefit in one sum immediately,~~000~~ (3in which event the Contract will terminate.~~7%)~~ 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 Holding Account and must be distributed under one of the following options:

~~Annual~~(1)The ~~Cash~~entire ~~Incentive~~interest ~~Awards.~~must ~~Officers~~be ~~and~~distributed ~~key~~over ~~employees~~the ~~are~~life ~~eligible~~of ~~for~~the ~~annual~~Beneficiary, ~~cash~~or ~~incentive~~over ~~opportunities~~a ~~under~~period ~~PLC's~~not ~~Annual~~extending ~~Incentive~~beyond ~~Plan~~the ~~(AIP).~~life ~~PLC's~~expectancy ~~share~~of ~~owners have approved~~ the ~~AIP~~Beneficiary, ~~most~~with ~~recently~~distributions inbeginning ~~2007.~~within ~~The~~one year ~~AIP's~~of ~~purpose~~the isOwner’s todeath, ~~reward~~and ~~individuals~~subject ~~for~~to ~~achievement~~certain offurther ~~key~~limits ~~annual~~in ~~goals~~the ~~that~~case ~~will~~of ~~enhance~~a ~~company~~Qualified ~~performance~~Contract; ~~and share owner value.~~or,

At(2)The ~~its~~entire ~~February~~interest ~~and~~must ~~March~~be ~~meetings,~~distributed ~~the~~within ~~Compensation~~(i) 5 years ~~Committee~~of ~~determines~~ the ~~AIP~~Owner’s ~~target~~death ~~incentive~~if ~~opportunities~~the ~~and~~Contract ~~performance~~is ~~objectives~~a ~~for~~Non-Qualified ~~named~~Contract ~~executives~~or, ~~for~~in ~~the~~some ~~current~~cases, ~~year.~~a InQualified ~~setting these target opportunities~~Contract, ~~the~~or ~~Committee~~(ii) within ~~considers~~10 years ~~the responsibilities~~ of the ~~job,~~Owner’s ~~individual~~death ~~performance,~~if the ~~relative~~Contract ~~value~~is of a ~~position,~~Qualified ~~comparisons~~Contract ~~to annual incentive opportunities for similar positions in other companies,~~ and ~~internal~~the ~~pay~~5-year ~~equity.~~requirement Nodoes ~~particular~~not ~~weighting~~apply isunder ~~given~~applicable tofederal ~~any~~tax ~~of these factors~~rules. ~~Executive officers select other officers and employees for AIP participation, and establish their target incentive opportunities and performance objectives.~~

~~Payment~~The oftax ~~AIP~~rules for ~~incentives~~Qualified isContracts ~~based~~differ onin ~~achievement~~some ofmaterial ~~one~~respects orfrom ~~more~~the ~~performance~~tax ~~goals.~~rules for ~~The~~Non-Qualified ~~Committee~~Contracts, ~~believes~~including ~~that~~by limiting the ~~goals~~types itof ~~sets~~beneficiaries ~~will~~who ~~encourage~~can ~~officers~~elect option a. above and ~~key~~the ~~employees~~circumstances toin ~~focus~~which ~~their~~a ~~efforts~~5-year onor ~~Protective~~10-year ~~and~~distribution ~~PLC's~~requirement ~~profitability~~will ~~and~~apply. ~~long-term~~See ~~growth~~“QUALIFIED RETIREMENT PLANS, ~~which~~Temporary ~~should~~Rules under ~~lead~~the toCARES ~~increased~~Act ~~value~~and ~~for~~Required ~~PLC's~~Minimum ~~shareholders~~Distributions Upon Your Death.”

OnIf ~~February~~there ~~28,~~is ~~2011,~~more ~~the~~than ~~Compensation~~one ~~Committee~~Beneficiary, ~~established~~the ~~2011~~foregoing ~~target~~provisions ~~incentive~~apply ~~opportunities under the AIP~~ to ~~the~~each ~~named~~Beneficiary ~~executives as follows:~~individually.

• Johns — 130% of salary

• Bielen — 85% of salary

• Johnson — 85% of salary

• Long — 55% of salary

• Thigpen — 75% of salary

~~The~~Table ~~Committee~~of ~~established these performance goals (weighted as shown in the table) for the named executives:~~Contents

Goal	Threshold(50% payout)			Target(100% payout)			Maximum(200% payout)
OEPS w/Liberty Life (60%)	$	2.70		$	3.10		$	3.50
OEPS w/o Liberty Life (60%)	$	2.60		$	2.90		$	3.20
Expense management (10%)	$	348	M	$	338	M	$	328	M
Capital Deployment (30%)		10.0	%		10.7	%		11.5	%

Continuation of the Contract by a Surviving Spouse

~~The~~In ~~operating earnings per share (OEPS) reflect PLC's current financial strength and performance and is a key factor in its stock performance and financial ratings. For 2011,~~ the ~~Committee~~case decided to focus PLC's management on its OEPS by placing a heavy weighting on this objective. Operating earnings (loss) (also referred to operating income (loss)) is defined as income (loss) before income tax, excluding net realized investment gains and losses (including derivatives), net of ~~the~~non-Qualified ~~related~~Contracts ~~deferred acquisition costs~~ and ~~value~~Contracts ofthat ~~business~~are ~~acquired,~~individual ~~and~~retirement ~~participating~~annuities ~~income~~within ~~from real estate ventures and~~ the ~~cumulative~~meaning ~~effect~~ of ~~change~~Code ~~in accounting principles. Periodic settlements of derivatives associated with debt and certain investments are included in operating income. Realized and unrealized gains~~ Section 408(~~losses~~b), onif ~~derivatives~~the ~~related~~Beneficiary ~~to certain annuity products are also considered part of operating income (loss). The number of shares used to determine operating earnings per share~~ is the ~~number~~deceased ~~of average diluted shares reported in PLC'~~Owner’s ~~financial statements for the year ended December 31~~spouse, ~~2011. Because~~ the ~~transaction~~surviving ~~involving~~spouse ~~Liberty~~may ~~Life Insurance Company had not closed when this goal was established~~elect, ~~the Committee established two OEPS goals—one that applied if the transaction closed~~ in ~~March~~lieu orof ~~April~~receiving ~~2011 in~~ a ~~manner~~death ~~consistent~~benefit, ~~with~~to ~~that~~continue ~~contemplated by~~ the ~~then-current~~Contract ~~transaction agreements,~~ and ~~the~~become ~~other that applied if~~ the ~~transaction~~new ~~closed after April 2011, or closed in a manner significantly different than that contemplated at the time this goal was established~~Owner. ~~(The~~This ~~Liberty~~election ~~Life~~is ~~transaction~~only ~~closed on April 29~~available, ~~2011~~however, soif ~~performance~~the ~~with~~deceased ~~respect~~Owner’s tospouse’s ~~the~~86th ~~OEPS~~birthday ~~goal~~is ~~was~~after ~~determined~~the onIssue ~~that basis~~Date.)

~~The~~If ~~Company~~the ~~has~~surviving ~~been~~spouse ~~focusing~~elects onto ~~effective~~continue ~~and~~the ~~efficient~~Contract, ~~operations~~no ~~and~~death ~~ensuring~~benefit is paid at that ~~its~~time ~~overall~~and ~~expense~~the ~~structure~~Contract iscontinues ~~competitive.~~in ~~For~~force ~~2011,~~from the ~~Committee~~claim ~~continued~~date ~~this~~with ~~emphasis~~the bysurviving ~~establishing~~spouse anas ~~expense~~the ~~management~~new ~~goal~~Owner. ~~for~~The ~~annual~~surviving ~~cash~~spouse ~~incentives.~~may ~~Expense~~select ~~management~~a isnew ~~based~~Beneficiary onto ~~PLC'~~whom the death benefit will be paid upon the surviving spouse’s ~~total~~death. ~~incurred~~At ~~statutory~~that ~~expense~~time, ~~determined~~the Beneficiary may take the death benefit in a ~~manner~~lump ~~consistent~~sum ~~with~~immediately ~~its~~or ~~budget~~may ~~process.~~elect ~~For~~to ~~this~~have ~~purpose,~~it ~~PLC~~distributed ~~considers~~by ~~incurred~~one ~~statutory~~of ~~operating~~the ~~expenses~~two ~~minus:~~options described in the “Payment of the Death Benefit” section, above.

~~• payments~~A ~~under~~Contract ~~its~~may ~~annual~~be ~~cash~~continued ~~incentive~~by ~~programs,~~a surviving spouse only once. This benefit will not be available to any subsequent surviving spouse under the continued Contract.

~~• expenses~~The ~~associated~~rights ~~with~~of ~~its~~a ~~marketing~~Beneficiary ~~companies~~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, with the applicable rules different depending on whether the Contract is a Non-Qualified Contract or a Qualified Contract.

~~• variable~~U.S. ~~sales~~Treasury ~~costs~~Department regulations provide that for federal tax purposes, the term “spouse” does not include individuals (~~such~~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 ~~commissions~~a marriage under the laws of the state where the relationship was entered into, ~~sales~~regardless ~~bonuses~~of domicile. In addition, ~~cash~~if ~~expenses~~the ~~associated~~Owner ~~with~~and ~~obtaining~~the ~~medical~~Beneficiary ~~exams~~are no longer married as of the date of death, such individuals are no longer treated as spouses for ~~insurance~~federal ~~applications~~tax law purposes. As a result, if a Beneficiary of a deceased Owner and ~~deferred~~the ~~acquisition~~Owner ~~costs)~~were parties to a civil union or domestic partnership, or if the Beneficiary and the deceased Owner were no longer married as of the date of death, 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.

~~• pre-~~If ~~and~~you ~~post-closing~~have ~~acquisition~~questions ~~related~~concerning ~~expenses~~your ~~with~~status ~~respect~~as toa ~~any~~spouse ~~acquisition~~for ~~completed~~federal ~~during~~tax purposes and how that status might affect your rights under the ~~year~~Contract, you should consult your legal adviser.

~~• one-time~~Escheatment ~~costs~~of ~~associated~~Death ~~with financings, legal settlements, agent charge offs and severance/restructuring obligations, and~~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 ~~effect~~Contract’s Annuity Date or date the death benefit is due and payable. For example, if the payment of ~~internal~~a ~~chargebacks~~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.

One key to PLC's success is the development, sale and acquisition of financial products—life, fixed and variable annuity, stable value, and asset protection products—that generate

~~appropriate~~Table ~~returns, and the effective allocation~~ of capital to those products. The Committee therefore established an AIP goal based on a targeted unleveraged internal rate of return for PLC's 2011 sales and acquisitions of these products. In determining this goal, for each product the Committee took into account, among other things, the unleveraged internal rate of return budgeted in the pricing for that product and the expected sales of the product.Contents

~~Performance~~CHARGES ~~below~~AND the threshold for any goal would result in no payout with respect to that goal. PLC interpolates if performance is between the threshold and the target, or between the target and the maximum, to determine the percentage to pay. In addition to these goals, other officers and employees had divisional goals that depended on the employee's role at the Company. The Grants of Plan-Based Awards Table has more information about the 2011 AIP incentive opportunities and the related performance objectives.DEDUCTIONS

AtMarket ~~its~~Value March meeting, the Compensation Committee also determines the achievement of the performance objectives for the incentive opportunities granted to the named executives in the previous year. For other officers and managers, the Committee reviews the total incentive opportunities and the methods used to determine individual payments. The Committee may decrease (but not increase) the incentive paid to a named executive, even if the incentive's performance objectives were achieved. For other employees, the Committee may increase or decrease the incentive payable (up to the maximum otherwise payable under the original award).Adjustment

~~Long-Term~~If ~~Equity-Based~~you ~~Incentive~~make ~~Awards.~~a ~~The~~withdrawal ~~decisions~~or ~~executives~~surrender ~~make~~your ~~now~~Contract, we will ~~affect~~apply ~~performance~~a ~~for~~“market ~~many~~value ~~years~~adjustment” or “MVA” to any withdrawal or surrender that exceeds the Free Withdrawal Amount. ItThe MVA is ~~important~~based toon ~~motivate~~the ~~PLC's~~change ~~officers~~in tomarket ~~achieve~~interest ~~key~~rates ~~business~~between ~~goals~~the beginning of the MVA Period and the withdrawal date. We use MVA Rates to ~~focus~~measure ~~them~~this onchange ~~long-term~~in ~~success~~market interest rates. ~~PLC~~Application ~~believes~~of ~~that~~the ~~equity~~MVA ~~(stock)~~to ~~based~~a ~~compensation~~withdrawal ~~and~~or ~~stock~~surrender ~~ownership~~request ~~are~~that exceeds the ~~best~~Free ~~way~~Withdrawal Amount could reduce the Contract Value or Surrender Value to ~~establish~~less ~~and~~than ~~maintain~~the aamount ~~strong~~protected ~~link~~by ~~between~~the ~~management~~Buffer(s) or ~~objectives~~Floor(s). ~~and~~We will not apply the ~~long-term~~MVA ~~interests~~to ofthe ~~share~~death ~~owners~~benefit or to amounts applied to an Annuity Option on the Annuity Date.

~~The~~During ~~Compensation~~the ~~Committee~~last month ~~implements~~of ~~this~~any ~~philosophy~~MVA ~~through~~Period, ~~grants~~the ~~under~~MVA ~~PLC's~~is ~~Long-Term~~zero ~~Incentive~~and ~~Plan~~will ~~(LTIP). PLC's share owners~~ have ~~approved~~no ~~the~~effect ~~LTIP,~~on ~~most recently in 2008. Although~~ the ~~LTIP~~amount ~~provides~~you ~~for~~receive ~~other~~or ~~types~~your ofremaining ~~awards,~~Contract ~~recent~~Value ~~awards~~if ~~have~~you ~~been~~take ~~made~~a aswithdrawal ~~stock~~or ~~appreciation~~surrender ~~rights,~~in ~~restricted stock units and performance shares~~that month.

~~Stock~~MVA appreciation rights provide the recipient with compensation based on the price increase of PLC's common stock. Each SAR has a base price equal to the closing price of PLC's stock on the effective date of the grant (which is never earlier than the date the Committee makes the grant). An officer who exercises a SAR receives the "spread" (the difference between PLC's value when the SAR is exercised and the base price), so the officer receives compensation from SARs only if PLC's stock price goes up.Periods

~~Restricted~~The ~~stock~~initial ~~units~~MVA ~~provide~~Period is the ~~recipient~~first ~~with~~six ~~compensation~~(6) Contract Years. ~~based~~Withdrawals onand surrenders that exceed the ~~value~~Free ofWithdrawal ~~PLC's~~Amount ~~common~~in ~~stock.~~the Anfirst ~~RSU~~six is(6) Contract Years ~~not~~(the ainitial ~~share~~MVA ofPeriod ~~stock—it~~or iswithdrawal ~~PLC's~~charge ~~agreement~~period) toare ~~transfer~~also ~~shares~~subject ofto ~~its~~a ~~stock~~withdrawal ~~(or~~charge ~~the~~and ~~value~~any ofapplicable ~~its~~premium ~~stock~~tax, in ~~cash)~~addition to the ~~RSU~~Market ~~recipient~~Value ifAdjustment. The withdrawal charge percentage starts at 9% and ~~when~~decreases to zero after the ~~vesting~~initial ~~conditions~~MVA Period. Following the initial MVA Period of six (6) Contract Years, the ~~RSU~~MVA ~~award~~Period ~~are~~is ~~satisfied~~one (1) Contract Year and automatically renews each Contract Anniversary. ~~PLC~~During ~~grants~~an ~~RSUs~~MVA toPeriod ~~align~~other than the ~~officers'~~initial ~~interests~~MVA toPeriod, ~~those~~we ofwill ~~its~~apply ~~share~~only ~~owners~~an MVA and toany ~~encourage~~applicable ~~them~~premium tax, but not a withdrawal charge, to ~~remain~~any ~~employed~~withdrawal ~~with~~requests ~~PLC~~that exceed the Free Withdrawal Amount.

~~Performance~~An ~~share~~MVA ~~units~~Rate ~~(or~~is ~~performance~~a ~~shares)~~proprietary ~~provide~~measure ~~the recipient with compensation based on the achievement~~ of ~~performance~~market ~~goals~~interest ~~set by the Committee~~rates. ~~Historically,~~We ~~the~~use ~~goal~~them ~~established~~in by the ~~Committee~~MVA ~~has been based on PLC's average return on average equity (ARAE). PLC believes this is an effective way to compare its performance to its own internal goals and to that of its competitors~~formula, ~~and that its stock price should go up over the long term if this goal is achieved~~below.

AtAn ~~its~~MVA ~~February~~Rate ~~and~~is ~~March~~identified ~~meetings,~~on ~~the~~each ~~Compensation~~Business ~~Committee~~Day ~~determines~~during ~~the~~an ~~total~~MVA ~~value~~Period. ofIt is the ~~long-term~~sum ~~incentives~~of tothe beprior ~~granted~~Business ~~to each officer. The Committee considers a named executive'~~Day’s ~~responsibilities,~~closing ~~performance~~values ~~and previous long-term incentive awards, the~~ of:

(a)the Constant Maturity Treasury Rate for a duration equal to the current MVA period; plus,

(b)Barclay’s US Long Credit Option Adjusted Spread (“OAS”).

The Constant Maturity Treasury Rate is the yield on actively traded U.S. Treasury securities based on their time to maturity, as obtained by the Federal Reserve Bank of New York. The Barclay’s US Long Credit Option Adjusted Spread is a measure of the average difference between the yield of USD-denominated corporate bonds and U.S. Treasury issues for a similar duration.

Market Value Adjustment Formula

We use the MVA formula to calculate the Market Value Adjustment. For an explanation on how we calculate withdrawals, see “Calculating Amounts Associated with a Withdrawal” in the “ACCESSING YOUR MONEY” section.

Market Value Adjustment = ( I — C ) x ( N/12 ) where,

I = the initial MVA Rate (the MVA Rate on the first day of any MVA Period)

C = the MVA Rate as of the withdrawal date

N = the number of complete months remaining in the MVA Period

The result of the MVA formula is a percentage (negative, positive, or zero). That percentage is multiplied by the amount the requested withdrawal or surrender exceeds the available Free Withdrawal Amount to determine the dollar amount of the MVA. The dollar amount of the MVA will increase, decrease or have no effect on either (1) your withdrawal proceeds or (2) the Contract Value remaining in your Contract. The MVA will always equal

~~amount~~Table of long-term incentives provided to officers in similar positions at PLC's peer companies, and internal compensation equity, when making the award for a given year. No particular weighting is given to any of these factors. Long-term incentive grants are generally made at the March meeting. The Committee makes special grants at other times upon the hiring or promotion of a senior officer.Contents

~~The~~zero ~~compensation~~(i.e. ~~consultant~~have ~~provides~~no aneffect) ~~estimated~~during ~~value~~the ~~for~~last month ~~each~~of ~~award,~~any soMVA ~~the~~Period. ~~Committee~~If ~~can~~interest ~~make~~rates ~~awards~~at ~~with~~the time of the ~~appropriate~~withdrawal ~~total~~are ~~value.~~higher ~~For~~than ~~2011,~~at the ~~consultant~~start ~~recommended~~of athe ~~value~~MVA ~~for~~Period, athe ~~performance~~MVA ~~share~~will ~~unit~~be ofnegative ~~90%~~and ofwill ~~the~~reduce ~~value~~your ofwithdrawal ~~PLC~~proceeds ~~stock~~or onyour ~~the~~Contract ~~grant~~Value. ~~date~~Conversely, ~~and~~if ainterest ~~value~~rates ~~for~~at anthe ~~RSU~~time ~~equal~~of tothe withdrawal are lower than at the ~~value~~start of ~~PLC~~the ~~stock~~MVA onPeriod, the ~~grant~~MVA ~~date~~will be positive.

~~The~~For ~~Committee~~examples ~~considered~~of how the MVA can affect a ~~number~~full ofsurrender ~~factors~~or ~~when~~withdrawal itrequested ~~made~~during ~~LTIP~~the ~~awards~~withdrawal incharge ~~2011~~period, ~~including:~~see Appendix A to this Prospectus.

~~• current~~Discontinuation ~~economic~~of ~~and~~or ~~financial~~Substantial ~~conditions~~Changes ~~affecting~~to Elements Used to Determine the ~~general~~MVA ~~economy~~Rates: If the Constant Maturity Treasury Rates or Barclay’s US Long Credit OAS are no longer available to us, or if the ~~financial~~manner ~~services~~in ~~industry~~which ~~and~~they ~~PLC;~~are determined is substantially changed, we will substitute equivalent rates or indices, subject to prior approval by the insurance regulatory authority of the state in which this Contract is delivered. We will send you an endorsement describing the substitution prior to the date it becomes effective.

~~• the~~Withdrawal ~~volatility of the financial markets;~~Charge

~~• the~~We ~~ongoing~~do ~~value~~not deduct any charge for sales expenses from your Purchase Payment. However, within certain time limits described below, we deduct a withdrawal charge when you make a surrender or withdrawal, in excess of ~~currently-outstanding~~the ~~LTIP~~Free ~~awards;~~Withdrawal Amount, before the Annuity Date during the withdrawal charge period. However, we do not assess a withdrawal charge when we pay the death benefit or when we apply your Contract Value to an Annuity Option.

~~• maintaining~~The withdrawal charge period is the ~~appropriate~~first ~~balance~~six ~~between~~(6) Contract Years ~~performance-based~~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 ~~retention-based~~ends ~~incentives;~~on the 6th Contract Anniversary.

~~• the~~The ~~number~~withdrawal ofcharge ~~shares~~does ~~available~~not ~~for~~apply ~~issuance~~to ~~under~~withdrawals taken from the ~~LTIP;~~Holding ~~and~~Account Value.

~~• information~~Withdrawal ~~provided by the compensation consultant, which indicated that officers have received long-term incentives with a value significantly less than that provided by PLC's compensation peer group.~~Charge Percentage

~~After~~The ~~this~~withdrawal ~~review,~~charge ~~the~~is ~~Committee~~a ~~granted~~set percentage ~~performance~~of ~~share~~the ~~units~~amount ~~and~~of ~~restricted~~the ~~stock~~Contract ~~units,~~Base inwithdrawn ~~order~~(or tosurrendered) ~~reward~~in ~~recipients~~excess ~~for~~of ~~improving~~the ~~PLC's~~then ~~average~~available ~~return~~Free onWithdrawal ~~average~~Amount. ~~equity,~~These percentages ~~for~~are ~~increases~~set inon ~~PLC's~~the ~~stock~~Issue ~~price~~Date, and ~~for~~will ~~remaining~~not inchange ~~PLC's~~during ~~employ.~~the ~~The~~life ~~Grants~~ of ~~Plan-Based~~the ~~Awards Table (page 40) has more information about these awards~~Contract.

The ~~Committee's~~withdrawal ~~meeting~~charge percentage ~~schedule~~starts isat ~~set~~9%, ~~several~~and ~~months~~the percentage indecreases ~~advance.~~after ~~The~~each ~~Committee~~full ~~does~~Contract Year. ~~not~~On ~~attempt~~the to6th ~~coordinate~~Contract ~~its~~Anniversary, ~~grants with~~ the ~~release~~withdrawal ofcharge ~~earnings~~drops orto ~~other~~0% ~~inside information,~~ and ~~award sizes are not affected by~~ the ~~dates~~withdrawal ~~the~~charge ~~awards~~period ~~are made~~ends.

~~Executive~~The ~~Stock~~withdrawal ~~Ownership.~~charge percentages ~~PLC~~applicable ~~has~~during ~~always~~each ~~encouraged~~Contract Year ~~its~~during ~~officers~~the towithdrawal ~~hold~~charge ~~shares~~period ofare ~~its~~displayed ~~common stock. PLC believes this aligns their interests with those of its share owners. PLC's policies encourage employees and officers to hold PLC stock as a long-term investment, and prohibit trading~~ in ~~options~~the ontable ~~PLC stock and other speculative transactions~~below.

PLC's officers are subject to formal stock ownership guidelines adopted by the Compensation Committee. The guidelines provide that PLC's officers are not to dispose of shares of stock unless their holdings after the disposition of the shares will exceed a stated multiple of their base salary. The multiples are:


Number of Full Contract Years Elapsed Between the Start Date for the Initial Strategy or Strategies and the Date of a Withdrawal	Withdrawal Charge Percentage
0	9	%
1	8	%
2	7	%
3	6	%
4	5	%
5	4	%
6+	0	%

Officer	Multiple ofBase Salary
Chief Executive Officer		5	x
Executive Vice Presidents		3	x
Senior Officers		2	x
Vice President		1	x

Shares owned by the officer and the officer's spouse and children, shares in PLC's 401(k) and stock ownership plan and share equivalents in its nonqualified deferred compensation

~~plan~~Table ~~all~~of ~~count as shares owned under the guidelines. Unexercised SARs, unvested restricted stock units and unearned performance shares do not count.~~Contents

~~The~~Calculating ~~Committee reviews compliance with~~ the ~~guidelines~~Withdrawal ~~each year. Each of PLC's senior officers certified that they were in compliance with the guidelines for the 12 months ended February 2012.~~Charge

~~Retirement~~The ~~and~~withdrawal ~~Deferred~~charge ~~Compensation~~applies ~~Plans. PLC believes it is important~~ to ~~provide~~surrenders ~~its~~and ~~employees~~withdrawals, ~~including~~in ~~its~~excess ~~named~~of ~~executives, with~~ the ~~opportunity~~Free toWithdrawal ~~accumulate~~Amount, ~~retirement~~taken ~~savings.~~during ~~PLC does not have any enhanced benefit or "top-hat" plans for its officers and all similarly-situated employees earn benefits under~~ the ~~same~~withdrawal ~~formula~~charge period. ~~However~~In general, ~~PLC~~we ~~also~~calculate ~~believes that it should provide retirement savings without imposing~~ the ~~restrictions~~withdrawal oncharge ~~benefits contained~~ in the ~~Internal~~following ~~Revenue Code that would otherwise limit its employee's retirement security.~~manner:

~~PLC's~~(1)The ~~retirement~~available ~~and~~Free ~~deferred~~Withdrawal ~~compensation~~Amount ~~arrangements~~is ~~include:~~apportioned among the Strategies in accordance with the current allocation instructions.

~~• its~~(2)We ~~tax-qualified~~subtract ~~"defined~~the ~~benefit"~~Free ~~pension~~Withdrawal ~~plan.~~Amount ~~This~~attributable ~~plan,~~to ~~which~~each ~~covers~~Strategy ~~almost~~from ~~all~~that ofStrategy’s ~~its~~Base. ~~full-time~~The ~~employees,~~result ~~provides~~is ~~benefits~~the ~~under~~portion ~~formulas~~of ~~based~~the onwithdrawal from the ~~employee's~~Strategy ~~compensation~~Base ~~and~~subject ~~years~~to ofthe ~~service~~withdrawal charge.

~~• its~~(3)That ~~non-qualified~~amount ~~"excess"~~is ~~benefit~~multiplied ~~plan.~~by ~~This~~the ~~plan~~withdrawal ~~pays~~charge percentage ~~benefits~~(according ~~that~~to ~~are~~the ~~earned~~table ~~under~~above) ~~the~~to ~~formulas~~determine ~~under~~ the ~~tax-qualified~~dollar ~~plan~~amount ~~that~~of ~~cannot~~the bewithdrawal ~~paid~~charge ~~from~~attributable ~~that plan due~~ to ~~limits imposed by~~ the ~~Internal Revenue Code~~Strategy.

~~• its~~For ~~tax-qualified~~a ~~401(k)~~complete ~~plan,~~description ~~which~~of ~~permits~~how ~~employees~~withdrawal tocharges ~~make~~are ~~before-tax~~calculated, ~~and~~please ~~after-tax~~refer ~~contributions~~to ~~and~~Step ~~which~~2 ~~provides~~of ~~for~~the a“Calculating ~~matching~~Amounts ~~contribution~~Associated ~~that~~with isa ~~paid~~Withdrawal” bysection within the ~~Company~~“ACCESSING YOUR MONEY” section of this prospectus.

~~• its~~Waiver ~~non-qualified~~of ~~"supplemental"~~Withdrawal ~~matching~~Charge ~~program.~~and ~~This~~Market ~~program~~Value ~~provides matching contributions that are earned under the 401(k) matching formula but cannot be made under that plan due to limits imposed by the Internal Revenue Code.~~Adjustment

~~• its~~Terminal ~~non-qualified~~Condition ~~deferred compensation plan, which permits named executives~~ and ~~other~~Nursing ~~key~~Facility ~~officers to save additional amounts for retirement.~~Confinement

~~For~~We ~~more~~will ~~information~~waive ~~about~~any ~~these~~applicable ~~plans,~~withdrawal ~~see~~charge ~~the~~and ~~All~~MVA ~~Other Compensation Table~~if, ~~Post-Employment~~at ~~Benefits~~any ~~and~~time ~~Nonqualified~~after ~~Deferred~~the ~~Compensation.~~first Contract Year:

~~Perquisites~~(1)you ~~and~~or ~~Other~~your ~~Benefits.~~spouse ~~PLC~~are ~~has~~first ~~other~~diagnosed ~~programs~~as ~~that~~having ~~help~~a itterminal ~~attract~~illness ~~and~~by ~~retain~~a ~~key~~physician ~~talent~~who ~~and~~is ~~enhance~~not ~~their~~related ~~productivity.~~to you or the Annuitant; or,

~~Financial~~(2)you ~~Planning~~or ~~Program~~your spouse enter, for a period of at least ninety (90) days, a facility which is both

~~PLC has engaged~~ (a)licensed ~~third~~by ~~party to provide a financial and tax planning program for certain senior officers. PLC believes this program helps officers plan their financial future, while minimizing~~ the ~~distractions~~state ~~and~~or ~~time~~operated ~~normally~~pursuant ~~required.~~to ~~PLC~~state ~~pays~~law; ~~the provider's fees~~ and ~~travel expenses.~~

~~Dining~~(b)qualified ~~Club~~as ~~Fees~~a skilled nursing home facility under Medicare or Medicaid.

~~PLC~~The ~~pays~~term ~~for~~“terminal ~~dining~~illness” ~~club~~means ~~memberships~~that ~~for~~you ~~Mr.~~or ~~Johns~~your spouse are diagnosed as having a non-correctable medical condition that, ~~Ms.~~with ~~Long~~a ~~and~~reasonable ~~Mr.~~degree ~~Thigpen~~of medical certainty, will result in you or your spouse’s death in 12 months or less. ~~PLC~~A ~~reimburses~~“physician” ~~the~~is ~~officers~~a ~~for~~medical ~~business-related~~doctor ~~meals~~licensed by a state’s Board of Medical Examiners, or similar authority in ~~accordance~~the ~~with~~United ~~its~~States, ~~regular~~acting ~~policies~~within the scope of his or her license. ~~They~~You ~~pay~~must ~~for~~submit ~~all~~written ~~personal~~proof ~~meals~~satisfactory to us of a terminal illness or nursing home confinement. In the case of a claim based on terminal illness, we reserve the right to require an examination by a physician of our choice at our expense.

Once we have granted the waiver of withdrawal charge and MVA, no withdrawal charge or MVA will apply to the Contract in the future. If any Owner is not an individual, this waiver of withdrawal charge and MVA provision will apply to the Annuitant or the Annuitant’s spouse.

The waiver of withdrawal charge and MVA for terminal illness or nursing facility confinement may not be available in all states. See Appendix D to this Prospectus for availability of the waiver of the withdrawal charge and MVA for terminal illness or nursing facility confinement in your state. You may also want to consult with your financial professional.

Unemployment

We will waive any applicable withdrawal charge and MVA if, at any time after the Issue Date, you or your spouse meet the following conditions when you request a withdrawal (“unemployment conditions”):

(1)you or your spouse were employed full-time on the Issue Date;

(2)have been unemployed for at least 60 consecutive calendar days prior to claiming the waiver; and

(3)remain unemployed on the date the withdrawal is requested.

~~Company~~Table ~~Aircraft~~of ~~Policy~~Contents

~~PLC~~Once ~~does~~we ~~business~~have ingranted ~~every state in~~ the ~~United~~waiver ~~States~~of ~~and~~withdrawal ~~have~~charge ~~offices in 13 states. Its employees~~ and ~~officers routinely use commercial air service for business travel~~MVA, ~~and~~no ~~PLC~~withdrawal ~~generally~~charge ~~reimburses~~or ~~them~~MVA ~~only~~will ~~for~~apply to the ~~coach~~Contract ~~fare for domestic air travel. PLC also maintains a company aircraft program~~ in ~~order~~the tofuture ~~provide~~as ~~for~~long ~~timely~~as ~~and~~the ~~cost-effective~~unemployment ~~travel~~conditions todescribed ~~these~~above ~~wide-spread locations~~continue.

~~Under~~If ~~this~~any ~~program,~~Owner ~~PLC~~is ~~does~~ not ~~operate~~an ~~any aircraft~~individual, ~~own~~this awaiver ~~hanger or employ pilots. Instead, PLC has purchased a one-sixteenth fractional interest in each~~ of ~~four~~withdrawal ~~aircraft. PLC pays a fixed fee per aircraft, plus a variable~~ charge ~~for~~and ~~hours~~MVA ~~actually~~provision ~~flown,~~will inapply ~~exchange for the right~~ to ~~use~~ the ~~four~~Annuitant aircraft for an aggregate of 200 hours per year. PLC's directors, officers and employees use these aircraft for selected business trips. All travel under the program must be approved by the Chief Executive Officer. Whether a particular trip will be made on a company aircraft or ~~on a commercial flight depends, in general, upon~~ the ~~availability~~Annuitant’s of commercial air service at the destination, the schedule and cost of the commercial air travel, the number of employees who are making the trip, the expected travel time, and the need for flexible travel arrangementsspouse.

~~Based~~Waiver onof ~~information~~Withdrawal provided by the compensation consultant, the Compensation Committee has adopted a policy that allows the Chief Executive Officer (and his guests) to use company aircraft for personal trips for up to 20 hours per year, to reduce his personal travel time and thereby increase the time he can effectively conduct company business. PLC does not provide tax reimbursement payments with respect to this air travel.Charge

~~Spousal~~We ~~Travel~~may ~~Policy~~decrease or waive the withdrawal charge on Contracts issued to a trustee, employer or similar entity pursuant to a retirement plan or when sales are made in a similar arrangement where offering the Contracts to a group of individuals under such a program lowers our sales expenses. We determine the amount of any decrease or waiver of the withdrawal charge based on our cost savings.

IfWe analso ~~employee's~~will ~~spouse~~waive ~~travels~~withdrawal ~~with~~charge ~~the~~for ~~employee~~Contracts onissued ~~business,~~to ~~PLC~~employees ~~reimburses~~and ~~the~~registered ~~employee~~representatives ~~for~~of any member of the ~~associated~~selling ~~travel~~group, ~~expenses~~or ifto ~~the~~officers, ~~spouse's~~directors, ~~presence~~trustees onor ~~the~~bona-fide ~~trip~~full istime ~~deemed~~employees ~~necessary~~of Protective Life or ~~appropriate~~their ~~for~~affiliated companies (based upon the ~~purpose~~Owner’s ofstatus at the ~~trip.~~time ~~The~~the ~~Company~~Contract ~~does~~is ~~not~~purchased). ~~provide~~In ~~the~~either ~~named~~case, ~~executives~~no ~~with~~marketing ~~tax~~expenses ~~reimbursement~~or ~~payments~~sales ~~with~~commissions ~~respect~~are toassociated ~~these~~with ~~reimbursed~~such ~~expenses~~Contracts.

~~For~~Premium ~~more information about perquisites and other benefits, see the All Other Compensation Table and Potential Payments upon Termination or Change of Control.~~Taxes

~~Change~~Some ofstates ~~Control~~impose ~~Considerations~~premium taxes at rates currently ranging up to 3.5%. If premium taxes apply to your Contract, we will deduct them from the Purchase Payment(s) when accepted or from the Contract Value upon a withdrawal or surrender, death or amounts applied to an Annuity Option.

~~The~~Other Compensation Committee and PLC's Board of Directors have carefully considered the effects that a change of control, or an attempted change of control, could have on it and its share owners. The Committee and the PLC Board have addressed these concerns by approving change of control provisions in some of its compensation programs (including the Long-Term Incentive Plan) and providing key officers and employees with employment continuation agreements.Information

~~PLC~~We ~~believes~~sell ~~these~~the ~~arrangements~~Contracts ~~benefit~~through itregistered representatives of broker-dealers. These registered representatives are also appointed and ~~its~~licensed ~~share~~as ~~owners~~insurance ~~by:~~agents of Protective Life. We pay commissions and other compensation to the broker-dealers for selling the Contracts. You do not directly pay the commissions and other compensation, we do. We intend to recover commissions and other compensation, marketing, administrative and other expenses and costs of Contract benefits through the fees and charges imposed under the Contracts as well as any amounts we earn on investments. See “Distribution of the Contracts” for more information about payments we make to the broker-dealers.

• assuring employees that it is aware of the issues they could face if a change of control occurs,

• providing them with financial assurances so they can perform their duties with a minimum of distraction in the face of a pending change of control,

• encouraging them to stay with PLC while a change of control is occurring, so the acquirer can retain people who have been key to its success, and

• helping PLC recruit employees who have similar agreements at other companies.

~~The~~Table ~~LTIP provides for vesting and payment~~ of outstanding performance share, SAR and restricted stock unit awards upon a change of control, even if the employee has not terminated employment. PLC believes it is appropriate (and consistent with the practice of most companies) to pay these awards when a change of control occurs, in recognition of the employee's past performance and service while the change of control was pending.Contents

~~For~~ANNUITY ~~more information about the benefits that the named executives could receive upon a termination of employment or upon a change of control, see Potential Payments upon Termination or Change of Control.~~PAYMENTS

~~Accounting~~Annuity ~~and Tax Issues.~~Date

WeOn ~~consider~~the ~~accounting~~Issue ~~and~~Date, ~~tax~~the ~~matters~~Annuity inDate is the ~~design~~oldest ofOwner’s ~~our~~or ~~compensation~~Annuitant’s ~~program~~95th birthday. ~~For~~You ~~example~~may elect a different Annuity Date, weprovided ~~adopted~~that ~~FAS~~it ~~123~~is no later than the oldest Owner’s or Annuitant’s 95th birthday (~~now~~the ~~FASB~~“Maximum ~~ASC~~Annuity ~~718~~Date”). inYou ~~1995~~may not choose an Annuity Date that is earlier than your first Contract Anniversary. AsIf your Annuity Date is set to occur during a ~~result~~Term and not on a Maturity Date, we ~~reduce~~will ~~our~~allocate ~~net~~your ~~income~~entire byContract Value to the ~~estimated~~Default ~~cost~~Strategy on the Strategy Start Date immediately before your upcoming Annuity Date. We do this to avoid any negative Index Performance that would reduce your Contract Value. If we do not have advanced notice of ~~annual~~your ~~cash~~Annuity ~~incentives~~Date ~~and~~or ~~long-term~~you ~~equity-based~~change ~~incentives~~your Annuity Date after the Start Date, we will not reallocate your Contract Value to the Default Strategy. ~~The~~Your ~~performance~~Contract ~~goals~~Value ~~under~~will remain in the ~~AIP~~Strategy(ies), and ~~LTIP~~we will use those Strategy(ies) Values, which may reflect ~~accruals~~negative Index Performance, to determine your Contract Value on your Annuity Date. You should also consider the Vesting Factor schedule, described in the “Strategies” section, as it could impact your Contract Value. Annuity Dates that occur or are scheduled to occur at an advanced age for ~~this~~the ~~estimated~~Annuitant ~~compensation~~(e.g., past age 95), may in certain circumstances have adverse income tax consequences. (See “Federal Tax Matters”.) Distributions from Qualified Contracts may be required before the Annuity Date.

~~Section~~Changing ~~162(m)(1) of~~ the ~~Internal~~Annuity Revenue Code limits our tax deduction for annual compensation in excess of $1 million paid to certain executive officers. Code Section 162(m)(1) does not apply to performance-based compensation (as defined in that Code Section). The AIP, and performance share units and SARs awarded under the LTIP, are designed to provide performance-based compensation.Date

InThe ~~general,~~Owner ~~the~~may ~~Compensation~~change ~~Committee intends to administer~~ the ~~performance-based~~Annuity ~~portion~~Date ofby ~~our~~Written ~~compensation program in compliance with Code Section 162(m)(1)~~Notice. ~~However,~~The ~~the~~new ~~Committee~~Annuity ~~believes~~Date ~~there~~must ~~are~~be ~~times~~at ~~when~~least it30 days isafter inthe ~~your~~date ~~best~~we ~~interests~~receive tothe ~~pay~~written ~~compensation~~request ~~that~~and isno ~~not~~later ~~tax-deductible~~than ~~under Code Section 162(m)(1) (for example,~~ the ~~award~~oldest ofOwner’s ~~RSUs~~or inAnnuitant’s ~~order~~95th tobirthday. ~~encourage~~You ~~key~~may ~~officers~~not tochoose ~~remain~~a ~~our~~new ~~employees),~~Annuity ~~and~~Date ~~may~~that ~~decide~~is toearlier ~~continue~~than toyour ~~pay~~first ~~such~~Contract ~~compensation~~Anniversary.

~~Clawback~~PayStream ~~Policy.~~Plus® Annuitization Benefit

~~Under~~(not ~~the~~available ~~federal~~in ~~securities~~New ~~laws,~~Hampshire ~~if Protective~~ or ~~PLC has to prepare an accounting restatement due to its material noncompliance (due to misconduct~~Utah) ~~with the SEC financial reporting requirements, then its Chief Executive Officer (Mr. Johns) and Chief Financial Officer (Mr. Bielen) would have to provide reimbursement for:~~

~~• any~~If ~~bonus~~your orAnnuity ~~other~~Date ~~incentive-~~is on or ~~equity-based~~after ~~compensation~~your ~~they~~10th ~~received~~Contract ~~during~~Anniversary ~~the~~and 12you ~~month~~select Annuity Option B (life income with or without a certain period) ~~before~~with a certain period of at least 10 years, the ~~financial~~amount ~~document~~annuitized ~~that~~will ~~reflects~~be your Contract Value on the ~~restatement~~Annuity isDate ~~first~~plus ~~filed~~2% orof ~~issued~~the Contract Value on that date, ~~and~~less any applicable premium tax.

~~• any~~Annuity ~~profits~~Income ~~they realized from the sale of PLC stock during that 12-month period.~~Payments

InOn ~~addition, under~~ the ~~Dodd-Frank~~Annuity ~~Wall Street Reform and Consumer Protection Act~~Date, ~~the~~we ~~SEC must direct the national securities exchanges to adopt rules that~~ will ~~require~~apply ~~PLC to implement another "clawback" requirement. This clawback provision will provide that if Protective and/or PLC has an accounting restatement due to material noncompliance with~~ the ~~SEC~~Contract ~~financial~~Value ~~reporting requirements, then any "excess compensation" (generally, incentive- or equity-based compensation that was paid based on erroneous financial data) paid~~ to ~~any current or former executive officer during~~ the ~~three~~Annuity ~~years~~Option ~~before~~you the date of the accounting restatement must be recovered. These provisions will take effect after the exchanges adopt listing standards as required by the clawback rules adopted by the SEC. It is expected that the SEC will publish proposed rules for public comment and adopt final rules in 2012. Once exchanges have ~~revised~~selected ~~their~~to ~~listing~~determine ~~standards~~your asannuity ~~required~~income ~~by final SEC rules, PLC will~~ payment.

Annuity Options

You may select an Annuity Option, or change your selection by Written Notice that Protective Life receives no later than 30 days before the Annuity Date. You may not change your selection of an Annuity Option less than 30 days before the Annuity Date. We will send you a notice in advance of your Annuity Date which asks you to select your Annuity Option. Your choice of Annuity Option may be limited, depending on your use of the Contract. If you have not selected an Annuity Option within 30 days of the Annuity Date, we will apply your Contract Value to Option B — Life Income with Payments for a 10 Year Certain Period.

Generally, you may select from among the Annuity Options described below. However, certain Annuity Options and/or certain period durations may not be available, depending on the age of the Annuitant and whether your Contract is a Qualified Contract that is subject to limitations under the Required Minimum Distribution rules of Section 401(a)(9) of the Code. In addition, once annuity payments start under an Annuity Option, it may be necessary to modify those payments following the Annuitant’s death in order to comply with the Required Minimum Distribution rules, if your Annuity is a Qualified Annuity. For a discussion of the post-death distribution requirements for Qualified Contracts, see “QUALIFIED RETIREMENT PLANS, Required Distributions Upon Your Death.”

~~implement~~Table aof ~~clawback policy that is no less stringent than that required under the listing standards.~~Contents

~~Summary~~Option A — Payments For a Certain Period:

~~The~~We ~~Compensation~~will ~~Committee~~make ~~has~~payments ~~reviewed~~for ~~tally~~the ~~sheets~~period ~~that~~you ~~summarized~~select. ~~each~~No ~~named~~certain ~~executive's~~period ~~total~~may ~~compensation~~be shorter than 10 years or longer than 30 years, ~~including:~~without our consent. Payments under this Annuity Option do not depend on the life of an Annuitant.

~~• current~~Option ~~base~~B — ~~salary,~~Life Income With Or Without A Certain Period:

~~• current~~Payments ~~annual~~are ~~incentive~~based ~~opportunity~~on the life of the named Annuitant(s). If you elect to include a certain period, we will make payments for the lifetime of the Annuitant(s), with payments guaranteed for the certain period you select. No certain period may be longer than 30 years without our consent. Payments stop at the end of the selected certain period or when the Annuitant(s) dies, whichever is later. We reserve the right to demand proof that the Annuitant(s) is living prior to making any payment under Option B. If no certain period is selected, no payments will be made after the death of the Annuitant(s), no matter how few or how many payments have been made. This means the Payee will receive no annuity payments if the Annuitant(s) dies before the first scheduled payment, will receive only one payment if death occurs before the second scheduled payment, and so on. However, if no certain period is selected and the Annuitant dies within one month of the Annuity Date but before the first income payment has been made, we will terminate this Contract and immediately pay the Beneficiary the amount applied to the Annuity Option in a lump sum.

~~• current~~Additional ~~grant of long-term incentives,~~Option:

~~• pension~~You ~~benefits,~~may use the Contract Value to purchase any annuity contract that we offer on the date you elect this option.

~~• balances~~When selecting an Annuity Option, you should bear in ~~our~~mind ~~401~~that the amount of each payment for a certain period compared to the amount of each payment for life (keither with or without a certain period) depends on the length of the certain period chosen and ~~nonqualified~~the ~~deferred~~life ~~compensation~~expectancy ~~plans~~of the Annuitant(s). The longer the life expectancy, the lower the payments. Generally, the shorter the certain period chosen, the higher the payments. You also should consider that, assuming Annuitants with the same life expectancy, choosing Option B — Life Income Without a Certain Period will result in larger annuity payments than Option B — Life Income with a Certain Period (although the Payee will receive more payments under Option B — Life Income with a Certain Period if the Annuitant dies before the end of the certain period). You should consult your financial professional to discuss which Annuity Option would be most appropriate for your circumstances.

~~• dividend~~At ~~equivalents~~this ~~from~~time Protective does not allow a “partial annuitization,” i.e., we do not allow you to apply a portion of your Contract Value to an annuity option while maintaining the ~~nonqualified~~remaining ~~deferred~~Contract ~~compensation~~Value ~~plan~~available for withdrawals or a surrender. However, in the future we may allow a partial annuitization subject to our then applicable rules and procedures.

~~• health~~Minimum ~~and welfare benefits and perquisites,~~Amounts

~~• amounts~~If ~~previously~~at ~~paid~~any ~~under~~time ~~long-term~~your ~~incentives~~annuity income payments are less than $20, we reserve the right to change the frequency to an interval that will result in a payment at least equal to the minimum.

~~• the~~Death ~~value~~ of ~~outstanding~~Annuitant ~~long-term~~or ~~incentive~~Owner ~~opportunities,~~After ~~and~~Annuity Date

~~• severance~~In the event of the death of any Owner on or after the Annuity Date, the Beneficiary will become the new Owner. If any Owner or Annuitant dies on or after the Annuity Date and before all benefits ~~that~~under ~~would~~the beAnnuity ~~payable~~Option you selected have been paid, we generally will pay any remaining portion of such benefits at least as rapidly as under ~~various~~the ~~circumstances~~Annuity ~~(including~~Option in effect when the Owner or Annuitant died. However, in the case of a ~~change~~Qualified Contract, the Required Minimum Distribution rules of ~~control~~Code Section 401(a)(9) may require any remaining portion of such benefits to be paid more rapidly than originally scheduled. In that regard, it is important to understand that in the case of a Qualified Contract, once annuity payments start under an Annuity Option it may be necessary to modify those payments following the Annuitant’s death in order to comply with the Required Minimum Distribution rules. See “QUALIFIED RETIREMENT PLANS, Required Minimum Distributions Upon Your Death.” After the death of the Annuitant, any remaining payments shall be payable to the Beneficiary unless you specified otherwise before the Annuitant’s death.

At the most recent share owner advisory vote on PLC's executive compensation program (its 2011 Annual Meeting of Share Owners), almost 92% of the shares that were at the meeting and entitled to vote were voted in favor of the program. The Committee considered this vote as part of its review of the executive compensation program, but this consideration of the vote had no particular effect on the Committee's decisions about executive compensation decisions and policies.

Based on this review, the Committee believes the compensation program

• is providing the appropriate level of compensation to senior officers,

• is properly designed to link compensation and performance,

• does not encourage officers or employees to take unnecessary and excessive risks or to manipulate earnings or other financial measures, and

• is designed and implemented in the best interests of share owners.

~~Summary~~Table ~~Compensation~~of ~~Table~~Contents

~~This~~FEDERAL ~~table~~TAX ~~has information about the compensation of the executives named below.~~MATTERS

Name and principal position	Year		Salary($)		Bonus($)		Stockawards($)
(a)	(b)		(c)		(d)		(e)(1)
John D. Johns		2011	$	895,000	$	0	$	2,561,543	(2)
Chairman of Board, President &		2010	$	866,667	$	0	$	1,946,160
Chief Executive Officer		2009	$	850,000	$	0	$	525,000
(principal executive officer)
Richard J. Bielen		2011	$	462,643	$	0	$	642,518	(2)
Vice Chairman &		2010	$	448,333	$	0	$	420,444
Chief Financial Officer		2009	$	440,000	$	0	$	175,000
(principal financial officer)
Carolyn M. Johnson		2011	$	466,667	$	0	$	642,518	(2)
Executive Vice President &		2010	$	441,667	$	0	$	420,444
Chief Operating Officer		2009	$	400,000	$	0	$	175,000
Deborah J. Long		2011	$	408,333	$	0	$	324,102	(2)
Executive Vice President, Secretary		2010	$	398,333	$	0	$	190,944
& General Counsel		2009	$	390,000	$	0	$	85,925
Carl S. Thigpen		2011	$	422,500	$	0	$	508,897	(2)
Executive Vice President &		2010	$	408,333	$	0	$	324,972
Chief Investment Officer		2009	$	400,000	$	0	$	142,975

Introduction

~~(1) These~~The ~~numbers~~following ~~show~~discussion of the ~~fair~~federal ~~value~~income oftax ~~awards~~treatment as of the ~~date~~Contracts ofis ~~grant.~~not ~~These~~exhaustive, ~~numbers~~does ~~were~~not ~~calculated~~purport into ~~accordance~~cover ~~with~~all ~~the~~situations, ~~proxy~~and ~~statement~~is ~~disclosure~~not ~~rules~~intended ~~and~~as ~~Financial~~tax ~~Accounting~~advice. ~~Standards~~The ~~Board~~federal ~~Accounting~~income ~~Standards~~tax ~~Codification~~treatment ~~718,~~of ~~Stock~~the ~~Compensation.~~Contracts ~~The~~is ~~assumptions~~unclear ~~used~~in ~~under~~certain ~~FASB~~circumstances, ~~ASC~~and ~~718~~a ~~are~~qualified ~~set~~tax ~~forth~~adviser inshould ~~Note~~always 13be ofconsulted ~~the~~with ~~Notes~~regard to the ~~Consolidated~~application ~~Financial~~of ~~Statements~~law into ~~PLC's~~individual ~~Form~~circumstances. ~~10-k~~This ~~for~~discussion is based on the ~~year~~Internal ~~ended~~Revenue ~~December~~Code 31of 1986, ~~2011.~~as ~~Because~~amended ~~these~~(the ~~awards~~“Code”), ~~are~~Treasury ~~payable~~Department ~~in cash~~regulations, and interpretations existing on the ~~actual~~date ~~financial~~of ~~accounting~~this ~~expense~~Prospectus. ~~associated~~These ~~with~~authorities, ~~the~~however, ~~awards~~are ~~will~~subject ~~vary~~to aschange by Congress, the ~~value~~Treasury ofDepartment, ~~PLC's~~and ~~stock~~judicial ~~changes~~decisions.

~~Discussion~~This discussion does not address federal estate, gift, or generation skipping transfer taxes, or any state or local tax consequences associated with the purchase of ~~Summary~~the ~~Compensation~~Contracts. ~~Table~~In addition, the Company makes no guarantee regarding any tax treatment — federal, state or local — of any Contract or of any transaction involving a Contract.

~~Column (c) — Salary. These amounts include base salary for 2011 that the executive contributed to PLC'~~Protective’s ~~401(k)~~Tax ~~plan and to PLC's nonqualified deferred compensation plan. The Nonqualified Deferred Compensation Table has more information about 2011 participation in this plan.~~Status

~~Column~~Protective ~~(e)~~is —taxed ~~Stock~~as ~~Awards~~a life insurance company under the Code. ~~These~~The ~~values~~assets ~~include~~underlying ~~performance~~the ~~share~~Contracts ~~unit~~will ~~and~~be ~~RSU~~owned ~~awards.~~by ~~The~~Protective, ~~Grants~~and ofthe ~~Plan-Based~~income ~~Awards~~derived ~~Table~~from ~~has~~such ~~more~~assets ~~information~~will ~~about~~be ~~the~~includible ~~2011~~in ~~performance~~Protective’s ~~share~~income ~~and~~for ~~RSU~~federal ~~grants~~income tax purposes.

Column (g) — Non-equity incentive plan compensation. These amounts include any portion of the incentives that the executive elected to contribute to PLC's 401(k) plan or to PLC's nonqualified deferred compensation plan. For 2011, these amounts show the annual cash incentives payable in March 2012 under PLC's Annual Incentive Plan for 2011 performance.

~~The~~Table ~~Grants~~ of ~~Plan-Based Awards Table has more information about this incentive opportunity.~~Contents

Name and principal position	SAR awards($)		Non-equityincentiveplancompensation($)		Change inpensionvalue &nonqualifieddeferredcompensationearnings($)		All othercompensation($)		Total($)
(a)	(f)(1)		(g)		(h)		(i)		(j)
John D. Johns	$	0	$	1,800,000	$	965,000	$	215,237	$	6,436,780
Chairman of Board, President &	$	871,200	$	1,708,000	$	756,386	$	202,244	$	6,350,657
Chief Executive Officer	$	237,500	$	1,700,000	$	1,075,863	$	217,907	$	4,606,270
(principal executive officer)
Richard J. Bielen	$	0	$	766,800	$	396,114	$	39,851	$	2,307,926
Vice Chairman &	$	217,316	$	510,000	$	118,901	$	44,073	$	1,759,067
Chief Financial Officer	$	79,166	$	630,300	$	146,667	$	17,600	$	1,488,733
(principal financial officer)
Carolyn M. Johnson	$	0	$	775,000	$	78,424	$	44,634	$	2,007,243
Executive Vice President &	$	217,316	$	510,000	$	54,842	$	41,132	$	1,685,401
Chief Operating Officer	$	79,166	$	573,000	$	33,860	$	18,476	$	1,279,502
Deborah J. Long	$	0	$	437,500	$	288,861	$	49,653	$	1,508,449
Executive Vice President,	$	98,736	$	332,000	$	205,575	$	57,405	$	1,282,993
Secretary & General Counsel	$	23,750	$	410,000	$	232,731	$	53,298	$	1,195,704
Carl S. Thigpen	$	0	$	618,400	$	579,712	$	33,648	$	2,163,157
Executive Vice President &	$	167,948	$	402,000	$	395,855	$	37,585	$	1,736,693
Chief Investment Officer	$	47,500	$	496,600	$	230,889	$	19,988	$	1,337,952

TAXATION OF ANNUITIES IN GENERAL

~~(2) These~~Tax ~~numbers~~Deferral ~~include~~During ~~the~~Accumulation following amounts, which represent the value as of the date of grant of performance shares awarded to the named executives, based on the probable outcome of the award's performance conditions: Mr. Johns, $1,242,391; Mr. Bielen, $338,317; Ms. Johnson, $338,317; Ms. Long, $170,580; and Mr. Thigpen, $267,242. If the performance conditions were achieved at the maximum level provided in the awards, the value of the performance share awards as of the date of grant would be: Mr. Johns, $2,484,782; Mr. Bielen, $676,634; Ms. Johnson, $676,634; Ms. Long, $341,160; and Mr. Thigpen, $534,484.Period

~~Column~~Under ~~(h).~~existing —provisions ~~Change~~of inthe ~~pension~~Code ~~value~~ (and ~~nonqualified~~except ~~deferred~~as ~~compensation~~described ~~earnings.~~below), ~~These amounts represent~~ the ~~increase~~Contracts inshould ~~the~~be ~~present~~treated ~~value~~as ofannuities ~~the~~and ~~named~~any ~~executive's~~increase ~~benefits~~in ~~under~~an ~~PLC'~~Owner’s ~~tax-qualified~~Contract ~~defined~~Value ~~benefit~~is ~~pension~~generally ~~plan~~not ~~and~~taxable ~~PLC's~~to ~~nonqualified~~the ~~defined~~Owner ~~benefit~~or ~~excess~~Annuitant ~~pension~~until ~~plan. For 2011~~received, ~~the~~either ~~total change~~ in the ~~present~~form ~~value~~ of ~~pension~~annuity ~~benefits~~payments ~~for~~as ~~each~~contemplated ~~executive~~by ~~was~~the ~~divided~~Contracts, ~~between~~or ~~the~~in ~~plans~~some asother ~~follows:~~form of distribution.

Name	Tax-qualified		Non-qualified
Johns	$	85,062	$	879,938
Bielen	$	142,324	$	253,790
Johnson	$	24,824	$	53,600
Long	$	106,331	$	182,530
Thigpen	$	150,302	$	429,410

As a general rule, Contracts held by “non-natural persons” such as a corporation, trust or other similar entity, as opposed to a natural person, are not treated as annuity contracts for federal tax purposes. The income on such Contracts (as defined in the tax law) is taxed as ordinary income that is received or accrued by the Owner during the taxable year. There are several exceptions to this general rule for Contracts held by non-natural persons. First, Contracts will generally be treated as held by a natural person if the nominal owner is a trust or other entity which holds the Contract as an agent for a natural person.

~~The~~In ~~Pension~~addition, ~~Benefits~~exceptions ~~Table~~to ~~has~~the ~~more~~general ~~information~~rule for ~~about~~non-natural ~~each~~Contract ~~officer's~~owners ~~participation~~will apply with respect to (1) Contracts acquired by an estate of a decedent by reason of the death of the decedent, (2) Contracts issued in ~~these~~connection ~~plans~~with certain Qualified Plans, (3) Contracts purchased by employers upon the termination of certain Qualified Plans, (4) certain Contracts used in connection with structured settlement agreements, and (5) Contracts purchased with a single premium when the annuity starting date is no later than a year from purchase of the Contract and substantially equal periodic payments are made, not less frequently than annually, during the annuity period.

If the Contract’s Annuity Date occurs (or is scheduled to occur) at a time when the Annuitant has reached an advanced age, e.g., past age 95, it is possible that the Contract would not be treated as an annuity for federal income tax purposes. In that event, any increases in the Contract Value could be currently includable in the Owner’s income.

The remainder of this discussion assumes that the Contract will constitute an annuity for federal tax purposes.

Taxation of Withdrawals and Surrenders

In the case of withdrawal, amounts received generally are includible in income to the extent the Owner’s Contract Value before the withdrawal exceeds his or her “investment in the contract” (defined below). All amounts includible in income with respect to the Contract are taxed as ordinary income. No amounts are taxed at the special lower rates applicable to long-term capital gains and corporation dividends. In the case of a surrender, amounts received are includible in income to the extent they exceed the “investment in the contract.” A Contract that is canceled is treated for federal tax purposes the same as a surrender. For these purposes the “investment in the contract” at any time equals the premiums paid under the Contract (to the extent such premium payments were neither deductible when made nor excludable from income as, for example, in the case of certain contributions to Qualified Contracts) less any amounts previously received from the Contract which were not includible in income.

There is some uncertainty regarding the treatment of the Market Value Adjustment for purposes of determining the amount includible in income as a result of any withdrawal, assignment or pledge or transfer without adequate consideration. Congress has given the Internal Revenue Service (“IRS”) regulatory authority to address this uncertainty. However, as of the date of this Prospectus, the IRS has not issued any regulations addressing these determinations. At this time, the Company plans to determine for tax reporting purposes the amount includible in income as a result of any withdrawal, assignment or pledge or transfer without adequate consideration without regard to the Market Value Adjustment. The IRS could disagree with this treatment with the result that, depending on the circumstance, the Owner could have either more or less income than reported by the Company.

Withdrawals, surrenders and amounts includible in income as a result of an assignment, pledge, or transfer without adequate consideration may be subject to a 10% additional tax. (See “Additional Tax on Premature Distributions.”) Withdrawals and surrenders may be subject to federal income tax withholding. (See “Federal Income Tax Withholding.”)

~~The named executives have account balances in PLC's nonqualified deferred compensation plan. The Nonqualified Deferred Compensation~~ Table ~~has more information. The earnings on an executive's balance reflect the earnings~~ of ~~investments selected by that executive. These earnings are the same as for any other investor in these investments, and PLC does not provide any above-market or preferential earnings rates.~~Contents

~~Column~~Taxation ~~(i)~~of —Annuity ~~All other compensation. For 2011, these amounts include the following:~~Payments

~~All~~Normally, ~~Other~~the ~~Compensation~~portion ~~Table~~of each annuity income payment equal to the excess of the payment over the excludable amount is the taxable amount. The excludable amount is the amount determined by multiplying (1) the payment by (2) the ratio of the investment in the contract, adjusted for any period certain or refund feature, to the total expected value of annuity payments for the term of the Contract (determined under Treasury Department regulations) which take into account the Annuitant’s life expectancy and the form of annuity benefit selected.

Name	401(k) matching		Nonqualified deferred compensation plan contributions		Dividend equivalents		Financial planning program		Other perquisites		Tax reimbursement payments
Johns	$	9,800	$	94,320	$	46,377	$	12,207	$	52,533	$	0
Bielen	$	9,800	$	29,106	$	945	$	0	$	0	$	0
Johnson	$	9,800	$	12,200	$	40	$	14,257	$	8,337	$	0
Long	$	9,800	$	19,813	$	6,675	$	11,852	$	1,513	$	0
Thigpen	$	9,800	$	23,180	$	0	$	0	$	668	$	0

Once the total amount of the investment in the contract is excluded using this ratio, annuity income payments will be fully taxable. If annuity income payments cease because of the death of the Annuitant and before the total amount of the investment in the contract is recovered, the unrecovered amount generally will be allowed as a deduction.

~~401(k)~~There ~~Matching.~~may ~~PLC's~~be ~~employees~~special ~~can~~income ~~contribute~~tax aissues ~~portion~~present ofin ~~their~~situations ~~salary,~~where ~~overtime~~the ~~and~~Owner ~~cash incentives to its tax-qualified 401(k) plan~~ and ~~receive~~the aAnnuitant ~~dollar-for-dollar~~are ~~company~~not ~~matching contribution. The maximum match is 4% of~~ the ~~employee's~~same ~~eligible~~person ~~pay~~and ~~(which~~are isnot ~~subject~~married to ~~limits~~one ~~imposed~~another bywithin the ~~Internal~~meaning ~~Revenue~~of ~~Code)~~federal law. ~~The~~A ~~table~~tax ~~shows~~advisor ~~the~~should ~~matching~~be ~~received~~consulted byin ~~the~~these ~~named executives~~situations.

~~Nonqualified~~Annuity ~~Deferred~~income ~~Compensation~~payments ~~Plan~~may ~~Contributions.~~be ~~The~~subject ~~table~~to ~~includes~~a ~~contributions~~10% ~~that~~additional ~~PLC~~tax. ~~made~~(See to“Additional ~~each~~Tax ~~named~~on ~~executive's~~Premature ~~account~~Distributions.”) ~~under~~Annuity ~~its~~income ~~nonqualified~~payments ~~deferred~~also ~~compensation~~may ~~plan,~~be ~~with~~subject ~~respect~~ to ~~the~~federal ~~officer's~~income ~~participation~~tax inwithholding. ~~its 401~~(k)See ~~plan~~“Federal ~~during~~Income ~~2011.~~Tax ~~The Nonqualified Deferred Compensation Table has more information about this plan~~Withholding.”)

~~Dividend~~Taxation ~~Equivalents. The table includes dividend equivalents that the named executives elected to receive in cash, instead~~ of ~~having~~Death ~~them~~Benefit ~~reinvested in PLC's nonqualified deferred compensation plan.~~Proceeds

~~Financial~~Prior ~~Planning~~to ~~Program.~~the ~~These~~Annuity Date, amounts ~~include~~may ~~the~~be ~~amounts~~distributed ~~PLC~~from ~~pays~~a ~~for~~Contract because of the ~~fees~~death ~~and~~of ~~travel~~an ~~expenses~~Owner or, in certain circumstances, the death of the ~~third~~Annuitant. ~~party~~Such ~~provider~~Death ofBenefit ~~its~~proceeds ~~financial~~are ~~and~~includible ~~tax~~in ~~planning~~income ~~program.~~as follows:

~~Other~~(1)if ~~Perquisites.~~distributed ~~These~~in ~~amounts~~a ~~include:~~lump sum, they are taxed in the same manner as a surrender, as described above, or

~~• The~~(2)if ~~amount~~distributed ~~PLC~~under ~~paid~~an ~~for~~Annuity ~~dining~~Option, ~~club~~they ~~memberships~~are ~~for~~taxed ~~Mr.~~in ~~Johns,~~the ~~Ms.~~same ~~Long~~manner ~~and~~as ~~Mr.~~annuity ~~Thigpen;~~payments, as described above.

~~• The~~After ~~amount~~the ofAnnuity ~~expense~~Date, ~~reimbursement~~if ~~that~~a ~~PLC~~guaranteed ~~paid~~period toexists ~~Mr.~~under ~~Johns~~a ~~($12,283)~~life income Annuity Option and ~~Ms.~~the ~~Johnson~~Annuitant ~~($8~~dies before the end of that period,~~337)~~ ~~under~~payments ~~its~~made ~~spousal~~to ~~travel~~the ~~policy;~~Beneficiary ~~and~~for the remainder of that period are includible in income as follows:

~~• For Mr. Johns, the estimated incremental cost that PLC incurred in 2011 for its Chief Executive Officer~~ (~~and his guests~~1)if toreceived ~~use~~in ~~company~~a ~~aircraft~~lump ~~for personal trips ($37~~sum,~~668).~~ ~~This~~they ~~amount~~are isincludible ~~based~~in onincome ~~incremental~~to ~~hourly~~the ~~charges,~~extent ~~fuel,~~that ~~taxes~~they ~~and~~exceed ~~similar~~the ~~items~~unrecovered ~~allocable~~investment toin the ~~personal~~contract ~~travel~~at that time, ~~on the aircraft.~~or

~~Grants~~(2)if ofdistributed ~~Plan-Based~~in ~~Awards~~accordance with the existing Annuity Option selected, they are fully excludable from income until the remaining investment in the contract is deemed to be recovered, and all annuity income payments thereafter are fully includible in income.

~~This~~Proceeds ~~table~~payable ~~has~~on ~~additional~~death ~~information~~may ~~about:~~be subject to federal income tax withholding. (See “Federal Income Tax Withholding”.)

~~• the~~Assignments, ~~2011~~Pledges, ~~performance share unit~~ and ~~RSU~~Gratuitous ~~awards shown in column (e) of the Summary Compensation Table, and~~Transfers

• Other than in the ~~AIP~~case ~~incentive~~of ~~opportunities~~Qualified ~~granted~~Contracts ~~for~~(which ~~2011~~generally cannot be assigned or pledged), ~~which~~any ~~were~~assignment ~~payable~~or pledge of (or agreement to assign or pledge) any portion of the Contract Value is treated as a withdrawal of such amount or portion. If the entire Contract Value is assigned or pledged, subsequent increases in ~~March~~the ~~2012~~Contract ~~and~~Value are ~~shown~~also treated as withdrawals for as long as the assignment or pledge remains in ~~column~~place. The investment in the contract is increased by the amount included in income with respect to such assignment or pledge, though it is not affected by any other aspect of the assignment or pledge (gincluding its release). ofIf an Owner transfers a Contract without adequate consideration to a person other than the ~~Summary~~Owner’s ~~Compensation~~spouse ~~Table~~(or to a former spouse incident to divorce), the Owner will be taxed on the difference between the “cash surrender value” and the investment in the contract at the time of transfer. In such case, the transferee’s investment in the contract will be increased to reflect

~~Grants~~Table of ~~Plan-Based Awards Table~~ Contents

		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards
Name	Grant date	Threshold($)(1)		Target($)		Maximum($)
(a)	(b)	(c)		(d)		(e)
Johns	2/28/11	$	585,000	$	1,170,000	$	1,800,000
	2/28/11
	2/28/11
Bielen	2/28/11	$	197,625	$	395,250	$	790,500
	2/28/11
	2/28/11
Johnson	2/28/11	$	199,750	$	399,500	$	799,000
	2/28/11
	2/28/11
Long	2/28/11	$	112,750	$	225,500	$	451,000
	2/28/11
	2/28/11
Thigpen	2/28/11	$	159,375	$	318,750	$	637,500
	2/28/11
	2/28/11

the increase in the transferor’s income. The exceptions for transfers to the Owner’s spouse (or to a former spouse) are limited to individuals that are treated as spouses under federal law.

Additional Tax on Premature Distributions

Where a Contract has not been issued in connection with a Qualified Plan, there generally is a 10% additional tax on the taxable amount of any payment from the Contract (e.g., withdrawals, surrenders, annuity income payments, death benefits, assignments, pledges, and gratuitous transfers) that is includible in income unless the payment is:

(a)received on or after the Owner reaches age 591/2;

(b)attributable to the Owner becoming disabled (as defined in the tax law);

(c)made on or after the death of the Owner or, if an Owner is not an individual, on or after the death of the primary annuitant (as defined in the tax law);

(d)made as part of a series of substantially equal periodic payments (not less frequently than annually) for the life (or life expectancy) of the Owner or the joint lives (or joint life expectancies) of the Owner and a designated beneficiary (as defined in the tax law); or

(e)made under a Contract purchased with a single premium when the Annuity Date is no later than a year from purchase of the Contract and substantially equal periodic payments are made, not less frequently than annually, during the annuity period.

Certain other exceptions to the 10% additional tax not described herein may also apply. (Similar rules, described below, generally apply in the case of Qualified Contracts.)

Aggregation of Contracts

In certain circumstances, the IRS may determine the amount of an annuity income payment, a withdrawal, or a surrender from a Contract that is includible in income by combining some or all of the annuity contracts owned by an individual that were not issued in connection with a Qualified Plan. For example, if a person purchases a Contract offered by this Prospectus and also purchases at approximately the same time an immediate annuity issued by Protective or its affiliates, the IRS may treat the two contracts as one contract. In addition, if a person purchases two or more deferred annuity contracts from the same insurance company (or its affiliates) during any calendar year, all such contracts will be treated as one contract for purposes of determining whether any payment not received as an annuity (including withdrawals and surrenders prior to the Annuity Date) is includible in income. The effects of such aggregation are not always clear; however, it could affect the amount of a withdrawal, a surrender, or an annuity income payment that is taxable and the amount which might be subject to the 10% additional tax described above.

Exchanges of Annuity Contracts

We may issue the Contract in exchange for all or part of another annuity contract that you own. Such an exchange will be tax free if certain requirements are satisfied. If you exchange all of another annuity contract and the exchange is tax free, your investment in the contract immediately after the exchange will generally be the same as that of the annuity contract exchanged, increased by any additional Purchase Payment made as part of the exchange. If you exchange part of another annuity contract and the exchange is tax free, your investment in the contract immediately after the exchange will generally be increased by a pro-rata portion of the investment in the contract exchanged. In either case, your Contract Value immediately after the exchange may exceed your investment in the contract. That excess may be includible in income should amounts subsequently be withdrawn or distributed from the Contract (e.g., as withdrawal, surrender, annuity income payment, or death benefit).

If you exchange part of an existing contract for the Contract, and within 180 days of the exchange you receive a payment other than certain annuity payments (e.g., you make a withdrawal) from either contract, the exchange may not be treated as a tax free exchange. Rather, some or all of the amount exchanged into the Contract could be includible in your income and subject to a 10% additional tax.

	Estimated Future Payouts of Shares Under Equity Incentive Plan Awards						All otherstockawards:number ofshares of		All otherSAR awards:number ofsecuritiesunderlying	Base price of	Grant datefair value of
Name	Threshold(#)		Target(#)		Maximum(#)		stock or units(#)		SARs(#)	SAR awards($/Sh)	stock andSAR awards(2)
(a)	(f)		(g)		(h)		(i)		(j)	(k)	(l)
Johns		21,850		43,700		87,400					$	1,242,391
								46,400			$	1,319,152
Bielen		5,950		11,900		23,800					$	338,317
								10,700			$	304,201
Johnson		5,950		11,900		23,800					$	338,317
								10,700			$	304,201
Long		3,000		6,000		12,000					$	170,580
								5,400			$	153,522
Thigpen		4,700		9,400		18,800					$	267,242
								8,500			$	241,655

Table of Contents

~~(1) These~~You ~~numbers~~should ~~show~~consult ~~the~~your ~~amount~~tax ~~that~~advisor ~~would~~in beconnection ~~payable~~with ifan ~~each~~exchange ~~performance~~of ~~goal~~all ~~were~~or ~~achieved~~part atof ~~the~~an ~~threshold~~annuity ~~level.~~contract ~~Since~~for the ~~amount~~Contract, ~~actually~~especially ~~payable~~if isyou ~~determined~~may onmake a ~~performance~~withdrawal ~~goal-by-performance~~from ~~goal~~either ~~basis,~~contract anwithin ~~officer~~180 days ~~could~~after ~~receive a payout under~~ the ~~total award that is less than the number shown in the table~~exchange.

~~(2) These~~Medicare ~~numbers~~Hospital ~~show~~Insurance ~~the~~Tax ~~fair~~on ~~value,~~Certain as of the date of the grant, of awards made in 2011. These numbers were calculated in accordance with the proxy statement disclosure rules and Financial Accounting Standards Board Accounting Standards Codification 718, Stock Compensation. The assumptions PLC used under FASB ASC 718 are set forth in Note 13 of the Notes to PLC's Consolidated Financial Statements in its Form 10-k for the year ended December 31, 2011. As described in more detail below in "Proposal 4: Approval of Long-Term Incentive Plan," these awards are settable in cash rather than in shares of PLC common stock. Therefore, the actual financial accounting expense associated with the awards will vary as the value of our stock changes.Distributions

~~Discussion~~A Medicare hospital insurance tax of ~~Grants~~3.8% will apply to some types of ~~Plan~~investment income. This tax will apply to all taxable distributions from non-~~Based~~Qualified ~~Awards~~Contracts. ~~Table~~This tax only applies to taxpayers with “modified adjusted gross income” above $250,000 in the case of married couples filing jointly or a qualifying widow(er) with dependent child, $125,000 in the case of married couples filing separately, and $200,000 for all others. For more information regarding this tax and whether it may apply to you, please consult your tax advisor.

~~Columns~~Loss ~~(c),~~of ~~(d)~~Interest ~~and~~Deduction ~~(e)~~Where —Contracts ~~Estimated~~Are ~~possible~~Held ~~payouts~~by ~~under~~or ~~non-equity~~for ~~incentive plan awards. At its February 27, 2012 meeting,~~ the ~~Compensation~~Benefit ~~Committee~~of ~~determined~~Certain ~~that:~~Non-natural Persons

~~• PLC'~~In the case of Contracts issued after June 8, 1997 to a non-natural taxpayer (such as a corporation or a trust), or held for the benefit of such an entity, that entity’s ~~OEPS~~general ~~was~~interest $3deduction under the Code may be limited.65 More specifically, a portion of its otherwise deductible interest may not be deductible by the entity, regardless of whether the interest relates to debt used to purchase or carry the Contract. However, this interest deduction disallowance does not affect Contracts where the income on such Contracts is treated as ordinary income that the Owner received or accrued during the taxable year. Entities that are considering purchasing the Contract, or entities that will be Beneficiaries under a Contract, should consult a tax advisor.

~~• PLC's~~QUALIFIED ~~expenses~~RETIREMENT ~~(as defined by the expense management goal) were $334.1 million, and~~PLANS

~~• PLC's~~In ~~internal rate of return (as determined pursuant to the goal formula) was 11.5%.~~General

~~Based~~The onContracts ~~the~~are ~~achievement~~also offered for use in connection with certain types of retirement plans which receive favorable treatment under the ~~goals~~Code. asThose ~~described~~who ~~above~~are considering the purchase of a Contract for use in connection with a Qualified Plan should consider, in evaluating the ~~Committee~~suitability ~~determined~~of the Contract, that the ~~amounts~~Contract ~~shown~~requires ina ~~column~~Purchase ~~(g)~~Payment of ~~the~~at ~~Summary~~least ~~Compensation~~$25,000 ~~Table~~and ~~were~~that ~~payable~~no toPurchase Payments may be made after the ~~named~~first year. ~~executives~~Many asQualified ~~annual~~Plans ~~incentives~~provide ~~under~~the same type of tax deferral as provided by the ~~AIP~~Contract. ~~These~~The ~~payments~~Contract, ~~were~~however, ~~made~~provides inbenefits ~~March~~and ~~2012~~features not provided by such retirement plans and employee benefit plans alone. ~~(The~~Numerous ~~amount~~special ~~payable~~tax rules apply to Mrparticipants in Qualified Plans and to Contracts used in connection with Qualified Plans. ~~Johns~~Therefore, ~~under~~no attempt is made in this prospectus to provide more than general information about the ~~terms~~use of ~~his~~the ~~AIP~~Contracts ~~incentive~~with ~~opportunity~~the ~~was~~various ~~determined~~types of Qualified Plans. State income tax rules applicable to beQualified ~~$2,269,800;~~Plans ~~however,~~and ~~the~~Qualified ~~amount~~Contracts ~~actually~~often ~~payable~~differ ~~was~~from ~~reduced~~federal toincome $1rules,~~800,000~~ byand ~~benefit~~this ~~restrictions~~prospectus ~~contained~~does innot describe any of these differences. Those who intend to use the ~~AIP~~Contract in connection with Qualified Plans should seek competent advice.)

The tax rules applicable to Qualified Plans vary according to the type of plan and the terms and conditions of the plan itself. For example, both the amount of the contribution that may be made, and the tax deduction or exclusion that you and/or your employee may claim for such contribution, are limited under Qualified Plans and vary with the type of plan. Also, in the case of withdrawals, surrenders, and annuity income payments under Qualified Contracts, there may be no “investment in the contract” and the total amount received may be taxable.

Temporary Rules under the CARES Act

On March 27, 2020, Congress passed and the President signed into law the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The CARES Act included temporary relief during 2020 from certain of the tax rules applicable to IRAs and qualified plans. For example, the CARES Act modified the required minimum distribution rules for 2020 and provided more favorable tax treatment for certain qualified “coronavirus-related distributions” in 2020. Some of this temporary relief may continue to impact federal income taxes for years after 2020. You should consult with a tax and/or legal adviser to determine if any CARES Act relief you may have received affects your taxes for years after 2020.

Required Minimum Distributions

In general. In the case of Qualified Contracts, rules imposed by Section 401(a)(9) of the Code determine the time at which distributions must commence to you or your beneficiary and the manner in which the minimum

~~Columns~~Table ~~(f),~~of ~~(g) and (h) — Estimated future payouts under equity incentive plan awards. On February 28, 2011, the Compensation Committee granted the following performance share awards to the named executives:~~Contents

~~• Johns~~amount —of 43the distribution is computed (the “RMD” rules). Legislation passed in 2019 (the “SECURE Act”) and in 2022 (the “SECURE 2.0 Act”) changed a number of the RMD rules applicable to distributions after the death of a Qualified Contact owner. The changes were generally effective for deaths occurring after 2019,~~700~~ and the changes made by the SECURE 2.0 Act are generally effective for deaths occurring after 2022. This discussion describes only the new RMD rules implemented by the SECURE and SECURE 2.0 Acts and not those of prior law, which remain applicable in certain circumstances. Failure to comply with the RMD rules may result in the imposition of an excise tax. This excise tax generally equals 25% of the amount by which the minimum required distribution exceeds the actual distribution from the Qualified Plan. The excise tax is reduced to 10% if a taxpayer receives a distribution, during the “correction window,” of the amount of the missed RMD from the same plan to which the excise tax relates and satisfies certain other conditions.

~~• Bielen~~When —distributions 11must begin. Distributions of minimum amounts (as specified in the RMD rules) must commence from Qualified Plans by the “required beginning date.” In the case of Individual Retirement Accounts or Annuities (IRAs),~~900~~ this generally means April 1 of the calendar year following the calendar year in which the Owner attains the “applicable age.” In the case of certain other Qualified Plans, distributions of such minimum amounts must generally commence by the later of this date or April 1 of the calendar year following the calendar year in which the employee retires. Roth IRAs are not subject to the lifetime RMD rules.

• Johnson — 11,900


If you were born…			Your “applicable age” is…
Before July 1, 1949			70½
After June 30, 1949 and before 1951			72
After 1950 and before 1960*			73*
After 1958*			75*

~~• Long~~*If —you 6were born in 1959,~~000~~ you should consult your tax advisor regarding your “applicable age,” because it is not clear whether your “applicable age” is age 73 or age 75.

~~• Thigpen~~Annual —distribution 9amount. If you choose to take RMDs in the form of withdrawals,~~400~~ the annual amount to be distributed is determined by dividing your Contract’s account value by the applicable factor from IRS life expectancy tables. The death benefit under the Contract, the Annuitization Bonus, the Waiver of Withdrawal Charge and Market Value Adjustment for Unemployment, the Waiver of Withdrawal Charge and Market Value Adjustment for Terminal Condition or Nursing Facility Confinement, and certain other benefits of your Contract may increase the amount of the minimum required distribution that must be taken from your Contract. If your Contract is an IRA, Protective Life will calculate your RMDs during your lifetime if you ask us to do so.

~~Payment~~Death ofbefore ~~the~~your ~~awards~~required ~~will~~beginning date. In general, if you die before your required beginning date, and you have a designated beneficiary, any remaining interest in your Contract must be ~~based~~distributed onwithin ~~PLC's~~10 years ~~average~~after ~~return~~your ondeath, ~~average~~unless ~~equity~~the designated beneficiary is an “eligible designated beneficiary” (~~ARAE~~“EDB”). ~~for~~A designated beneficiary is any individual designated as a 3beneficiary by the IRA owner or an employee-~~year~~annuitant. ~~period~~An EDB is any designated beneficiary who is (~~2011-2013~~1) your surviving spouse, (2) your minor child, (3) disabled, (4) chronically ill, or (5) an individual not more than 10 years younger than you. ~~The~~An ~~performance~~EDB ~~shares~~(other ~~units~~than ~~will~~a beminor ~~paid~~child) ~~out~~can ~~according~~generally stretch distributions over their life or life expectancy if payments begin within a year of your death. Special rules apply to ~~this~~EDBs ~~schedule:~~who are minors and beneficiaries that are not individuals.

If PLC's ARAE is —	Award earn-out
Less than 9.00%		0	%
9.25%		50	%
9.50%		100	%
9.75%		175	%
10.00% or more		200	%

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

PLC interpolates if its ARAE is between the 9.00% and 9.25%, between 9.25% and 9.50%, between 9.50% and 9.75%, or between 9.75% and 10.00%, to determine the exact percentage to pay. Earned awards are paid as soon as PLC has made the necessary determinations and the Committee has approved the pay-outs, which it expects to be in March 2014.

For purposes of this award, PLC's return for a year in the performance period will equal its operating earnings (loss) (also referred to operating income (loss)) for that year. Operating earnings is generally determined in the manner as it is determined for the 2011 OEPS goal under the AIP.

Average stockholders' equity for a given year will be the average of stockholders' equity on the last business day of each calendar quarter in that year and of stockholders' equity on the last business day of the preceding calendar year. PLC's average return on average equity will be the average of the returns on average equity for the three calendar years in the award period. ARAE will be determined in accordance with accounting principles in effect on February 28, 2011, and will disregard accounting standards adopted or implemented after that date.

Payout of the 2011 performance share awards will be made in cash in an amount equal to the value of the underlying shares of PLC's common stock.

Column (i) — All other stock awards: number of shares of stock or units. On February 28, 2011, the Compensation Committee granted restricted stock units to the named executives. These awards will align their interests to those of PLC's share owners and will encourage them to remain in the Company's employ.

The RSUs will earn dividend equivalents until they vest. Each time PLC pays a dividend on its stock, PLC will credit the officer's account with additional RSUs by:

• multiplying the dividend paid per share by the number of restricted stock units, and

• dividing that amount by the closing price of PLC's stock on the dividend record date.

~~One-half~~Table of ~~the restricted stock units will vest on February 28, 2014, and the remainder will vest on February 28, 2015.~~Contents

~~Payout~~Spousal ofcontinuation. ~~vested~~If ~~restricted~~your ~~stock~~beneficiary ~~units~~is ~~that~~your ~~were~~spouse, ~~awarded~~your insurviving ~~2011~~spouse ~~will~~can bedelay ~~made~~the inapplication ~~cash~~of inthe anpost-death ~~amount~~distribution ~~equal~~requirements tountil ~~the~~after ~~value~~their ofdeath by transferring the ~~underlying~~remaining ~~shares~~interest oftax-free ~~PLC'~~to your surviving spouse’s ~~common~~own ~~stock~~IRA, or by treating your IRA as your surviving spouse’s own IRA.

~~Termination~~Annuity payments. If you choose to take some or all of ~~Employment;~~your ~~Change~~RMDs in the form of ~~Control.~~annuity ~~Special~~payments ~~vesting~~rather ~~and~~than ~~payment~~withdrawals, ~~provisions~~the ~~apply~~payments tomay ~~performance~~be ~~share~~made ~~unit~~over ~~and~~your ~~RSU~~life, ~~awards~~your iflife and the ~~officer's~~life ~~employment~~of ~~ends~~your designated beneficiary, for a certain period, or iffor ~~PLC~~life ~~has~~with or without a ~~change~~period certain. If you commence taking distributions in the form of ~~control.~~an ~~See~~annuity ~~Potential~~that ~~Payments~~can ~~upon~~continue ~~Termination~~after oryour ~~Change~~death, such as in the form of ~~Control~~a ~~for~~joint and survivor annuity or an annuity with a guaranteed period of more ~~information~~than 10 years, any distributions after your death that are scheduled to be made beyond the applicable distribution period imposed under the new law might need to be accelerated at the end of that period (or otherwise modified after your death if permitted under federal tax law and by Protective Life) in order to comply with the post-death distribution requirements.

~~Outstanding~~The ~~Equity~~minimum ~~Awards~~distribution requirements are complex and unclear in numerous respects. The manner in which these requirements will apply will depend on your particular facts and circumstances. You may wish to consult a professional tax adviser for tax advice as to your particular situation.

~~This~~Additional ~~table~~Tax ~~has~~on ~~information~~Premature ~~about the named executives' outstanding equity awards at December 31, 2011.~~Distributions

~~Outstanding~~There ~~Equity~~is ~~Awards~~also ata ~~Fiscal~~10% ~~Year-End~~additional ~~Table~~tax on the taxable amount of payments from Qualified Contracts. There are exceptions to this additional tax which vary depending on the type of Qualified Plan. In the case of an IRA, exceptions provide that the additional tax does not apply to a payment:

	SAR Awards								Stock Awards
Name	Number ofsecuritiesunderlyingunexercisedSARs (#)exercisable		Number ofsecuritiesunderlyingunexercisedSARs (#)unexercisable			SAR base price($)		SAR expirationdate	Numberof sharesor unitsof stock that havenot vested(#)			Marketvalue of sharesor unitsof stockthat havenot vested($)		Equityincentiveplan awards:number ofunearnedshares,units orother rightsthat havenot vested(#)		Equityincentive plan awards:market orpayout value of unearned shares, units or other rights that have not vested($)
(a)	(b)		(c)(1)			(d)		(e)	(f)(5)			(g)(10)		(h)(11)		(i)(10)
Johns		300,000		0		$	32.00	3/4/12
		23,200		0		$	41.05	3/4/15
		25,300		0		$	48.60	3/3/16
		60,400		0		$	43.46	3/5/17
		61,425		20,475	(2)	$	38.59	2/28/18
		166,667		83,333	(3)	$	3.50	3/4/19
		30,000		60,000	(4)	$	18.36	2/26/20
										162,189	(6)	$	3,658,984
										111,116	(7)	$	2,506,777
										47,468	(8)	$	1,070,878
															87,400	$	1,971,744
Bielen		15,000		0		$	32.00	3/4/12
		50,000		0		$	26.49	3/3/13
		4,700		0		$	41.05	3/4/15
		5,600		0		$	48.60	3/3/16
		16,300		0		$	43.46	3/5/17
		15,750		5,250	(2)	$	38.59	2/28/18
		55,556		27,777	(3)	$	3.50	3/4/19
		7,483		14,967	(4)	$	18.36	2/26/20
										54,063	(6)	$	1,219,661
										24,005	(7)	$	541,553
										10,946	(8)	$	246,942
															23,800	$	536,928

(a)received on or after the Owner reaches age 591/2;

(b)received on or after the Owner’s death or because of the Owner’s disability (as defined in the tax law); or

(c)made as part of a series of substantially equal periodic payments (not less frequently than annually) for the life (or life expectancy) of the Owner or for the joint lives (or joint life expectancies) of the Owner and the Owner’s designated Beneficiary (as defined in the tax law).

These exceptions generally apply to taxable distributions from other Qualified Plans (although, in the case of plans qualified under sections 401 and 403, exception “c”above for substantially equal periodic payments applies only if the Owner has separated from service). In addition, the additional tax does not apply to certain distributions from IRAs which are used for qualified first time home purchases, for higher qualified education expenses, or in the case of a qualified birth or adoption. Special conditions must be met for these three exceptions to the additional tax. Those wishing to take a distribution from an IRA for these purposes should consult their tax advisor. Certain other exceptions to the 10% additional tax not described herein also may apply.

Other Considerations

When issued in connection with a Qualified Plan, we will amend a Contract as generally necessary to conform to the requirements of the plan. However, Owners, Annuitants, and Beneficiaries are cautioned that the rights of any person to any benefits under Qualified Plans may be subject to the terms and conditions of the plans themselves, regardless of the terms and conditions of the Contract. In addition, the Company shall not be bound by terms and conditions of Qualified Plans to the extent such terms and conditions contradict the Contract, unless the Company consents.

Following are brief descriptions of various types of Qualified Plans in connection with which the Company will generally issue a Contract.

Individual Retirement Accounts and Annuities

Section 408 of the Code permits eligible individuals to contribute to an individual retirement program known as an IRA. If you use this Contract in connection with an IRA, the Owner and Annuitant generally must be the same individual and generally may not be changed. IRAs are subject to limits on the amounts that may be contributed and deducted, on the persons who may be eligible, and on the time when distributions may commence. Also, subject to

	SAR Awards								Stock Awards
Name	Number ofsecuritiesunderlyingunexercisedSARs (#)exercisable		Number ofsecuritiesunderlyingunexercisedSARs (#)unexercisable			SAR base price($)		SAR expirationdate	Numberof sharesor unitsof stock that havenot vested(#)			Marketvalue of sharesor unitsof stockthat havenot vested($)		Equityincentiveplan awards:number ofunearnedshares,units orother rightsthat havenot vested(#)		Equityincentive plan awards:market orpayout value of unearned shares, units or other rights that have not vested($)
(a)	(b)		(c)(1)			(d)		(e)	(f)(5)			(g)(10)		(h)(11)		(i)(10)
Johnson		4,100		0		$	43.46	3/5/17
		3,000		0		$	48.05	6/28/17
		9,975		3,325	(2)	$	38.59	2/28/18
		55,556		27,777	(3)	$	3.50	3/4/19
		7,483		14,967	(4)	$	18.36	2/26/20
										4,413	(9)	$	99,557
										54,063	(6)	$	1,219,661
										24,005	(7)	$	541,553
										10,946	(8)	$	246,942
															23,800	$	536,928
Long		15,000		0		$	32.00	3/4/12
		2,800		0		$	41.05	3/4/15
		3,000		0		$	48.60	3/3/16
		7,400		0		$	43.46	3/5/17
		7,125		2,375	(2)	$	38.59	2/28/18
		16,666		8,334	(3)	$	3.50	3/4/19
		3,400		6,800	(4)	$	18.36	2/26/20
										26,545	(6)	$	598,855
										10,902	(7)	$	245,949
										5,524	(8)	$	124,621
															12,000	$	270,720
Thigpen		15,000		0		$	32.00	3/4/12
		35,000		0		$	41.05	3/4/15
		7,400		0		$	43.46	3/5/17
		9,975		3,325	(2)	$	38.59	2/28/18
		33,333		16,667	(3)	$	3.50	3/4/19
		5,783		11,567	(4)	$	18.36	2/26/20
										44,169	(6)	$	996,452
										18,554	(7)	$	418,578
										8,696	(8)	$	196,182
															18,800	$	424,128

Table of Contents

~~(1) The regular stock appreciation right exercise schedules are shown in~~ the ~~following~~direct ~~footnotes.~~rollover ~~See~~and ~~Potential~~mandatory ~~Payments~~withholding ~~upon~~requirements ~~Termination~~(discussed orbelow), ~~Change~~distributions offrom ~~Control~~certain ~~for~~Qualified ~~information~~Plans ~~about~~may ~~SAR~~be ~~exercises~~“rolled ifover” ~~the~~on ~~named executive has~~ a ~~termination~~tax-deferred ofbasis ~~employment~~into oran ~~if PLC has a change of control~~IRA.

~~(2) These~~Special ~~SARs~~rules apply ~~became~~to ~~exercisable~~conversions onfrom ~~February~~IRAs 28to Roth IRAs, ~~2012~~and recharacterizations from one type of IRA to another type of IRA. A tax advisor should be consulted in these situations.

The Contract may not, however, be used in connection with a “Coverdell Education Savings Account” (3formerly known as an “Education IRA”) ~~These~~ ~~SARs~~under ~~became~~Section 530 ~~exercisable~~of onthe ~~March~~Code, 4a “Simplified Employee Pension” under Section 408(k) of the Code, ~~2012~~or as a “SIMPLE IRA” under Section 408(p) of the Code.

~~(4) One-half~~Roth ~~of these SARs became exercisable on February 26, 2012, and the remainder will become exercisable on February 26, 2013.~~IRAs

~~(5) The~~Section 408A ~~regular~~of ~~restricted~~the ~~stock~~Code ~~unit~~permits ~~vesting~~eligible ~~schedules~~individuals to contribute to a type of IRA known as a “Roth IRA.” Roth IRAs are ~~shown~~generally insubject to the ~~following~~same ~~footnotes~~rules as non-Roth IRAs, but differ in several respects. InAmong ~~addition~~the differences is that, ~~see~~although ~~Potential~~contributions ~~Payments~~to ~~upon~~a ~~Termination~~Roth orIRA ~~Change~~are ofnot ~~Control~~deductible, ~~for~~“qualified distributions” from a Roth IRA will be excludable from income.

A qualified distribution is a distribution that satisfies two requirements:

•First, the distribution must be made in a taxable year that is at least five years after the first taxable year for which a contribution was made to any Roth IRA established for the Owner.

•Second, the distribution must be either:

1)made after the Owner reaches age 591/2;

2)made after the Owner’s death;

3)attributable to the Owner being disabled; or

4)a qualified first-time homebuyer distribution within the meaning of Section 72(t)(2)(F) of the Code.

In addition, distributions from Roth IRAs need not commence during the Owner’s lifetime. A Roth IRA may accept a “qualified rollover contribution” from (1) a non-Roth IRA, (2) a “designated Roth account” maintained under a Qualified Plan, and (3) Certain Qualified Plans of eligible individuals. Special rules apply to rollovers to Roth IRAs from Qualified Plans and designated Roth accounts under Qualified Plans. You should seek competent advice before making such a rollover.

A conversion of a traditional IRA to a Roth IRA, and a rollover from any other eligible retirement plan to a Roth IRA, made after December 31, 2017, cannot be recharacterized as having been made to a traditional IRA.

IRA to IRA Rollovers and Transfers

A rollover contribution is a tax-free movement of amounts from one IRA to another within 60 days after you receive the distribution. In particular, a distribution from a non-Roth IRA generally may be rolled over tax-free within 60 days to another non-Roth IRA, and a distribution from a Roth IRA generally may be rolled over tax-free within 60 days to another Roth IRA. A distribution from a Roth IRA may not be rolled over (or transferred) tax-free to a non-Roth IRA.

A rollover from any one of your IRAs (including IRAs you have with another company) to another IRA is allowed only once within a one-year period. This limitation applies on an aggregate basis and applies to all types of your IRAs, meaning that you cannot make an IRA to IRA rollover if you have made such a rollover involving any of your IRAs in the preceding one-year period. For example, a rollover between your Roth IRAs would preclude a separate rollover within the one-year period between your non-Roth IRAs, and vice versa. The one-year period begins on the date that you receive the IRA distribution, not the date it is rolled over into another IRA.

~~information~~Table ~~about RSU vesting if the named executive has a termination~~ of ~~employment or if PLC has a change of control.~~Contents

~~(6) Represents~~If ~~unvested~~the ~~restricted~~IRA ~~stock~~distribution ~~units~~does ~~granted~~not onsatisfy ~~March~~the 4rollover rules, ~~2009.~~it ~~One-half~~may ofbe ~~these~~(1) taxable ~~RSUs~~in ~~vested~~the year distributed, (2) subject to a 10% tax on ~~March~~early 4distributions, ~~2012,~~ and (3) treated as a regular contribution to the ~~remainder~~recipient ~~will~~IRA, ~~vest~~which oncould ~~March~~result 4in an excess contribution, ~~2013~~subject to an additional excise tax.

~~(7) Represents~~If ~~unvested~~you ~~restricted~~inherit ~~stock~~an ~~units~~IRA ~~granted~~from onyour ~~February~~spouse, 26you generally can roll it over into an IRA established for you, ~~2010~~or ~~that~~you ~~are~~can ~~payable~~choose into ~~cash~~make the inherited IRA your own. ~~One-half~~If ofyou ~~these~~inherit ~~RSUs~~an ~~will~~IRA ~~vest~~from onsomeone ~~February~~other ~~26,~~than ~~2013~~your spouse, ~~and~~you ~~the~~cannot ~~remainder~~roll ~~will~~it ~~vest~~over, onmake ~~February~~it 26your own, ~~2014~~or allow it to receive rollover contributions.

~~(8) Represents~~A ~~unvested~~rollover ~~restricted~~from ~~stock~~one ~~units~~IRA ~~that~~to ~~were~~another ~~granted~~is ondifferent ~~February~~from ~~28,~~a ~~2011~~direct ~~that~~trustee-to-trustee ~~are~~transfer ~~payable~~of inyour ~~cash~~IRA assets from one IRA trustee to another IRA trustee. ~~One~~A “trustee-~~half~~to-trustee” oftransfer ~~these~~is ~~RSUs~~not ~~will~~considered ~~vest~~a onrollover ~~February~~and ~~28,~~is ~~2014,~~not ~~and~~subject to the ~~remainder~~60-day ~~will~~rollover ~~vest~~requirement onor ~~February~~the 28one rollover per year rule. In addition, ~~2015~~a rollover between IRAs is different from a direct rollover from certain Qualified Plans to a non-Roth IRA and a “qualified rollover contribution” to a Roth IRA.

~~(9) Represents~~Pension ~~unvested restricted stock units that were granted on February 29, 2008~~ and ~~will~~Profit-Sharing ~~vest on February 28, 2018.~~Plans

Section 401(10a) ~~Based~~ of onthe anCode ~~assumed~~permits ~~stock~~employers ~~price~~to establish various types of ~~$22~~tax-favored retirement plans for employees.56 ~~per~~The ~~share~~Self-Employed ~~(PLC's~~Individuals’ ~~closing~~Tax ~~stock~~Retirement ~~price~~Act onof ~~December~~1962, 31as amended, ~~2011~~commonly referred to as “H.R. 10” or “Keogh,” permits self-employed individuals also to establish such tax-favored retirement plans for themselves and their employees. Such retirement plans may permit the purchase of the Contract in order to provide benefits under the plans. These types of plans may be subject to rules under Sections 401(a)(11) and 417 of the Code that provide rights to a spouse or former spouse of a participant. In such a case, the participant may need the consent of the spouse or former spouse to change annuity options or to make a withdrawal or surrender of the Contract.

~~(11) Represents~~Pension ~~unvested~~ and ~~unearned~~profit ~~performance~~sharing ~~shares~~plans ~~for~~are ~~the~~also ~~2011-2013~~subject ~~performance~~to ~~period,~~nondiscrimination ~~based~~rules. onThe ~~the~~nondiscrimination ~~assumption~~rules generally require that ~~the~~benefits, ~~maximum~~rights ~~performance~~or ~~goal~~features ~~for~~of the ~~grant~~plan ~~(and~~not ~~200%~~discriminate ~~payout)~~in ~~will~~favor beof ~~achieved.~~highly ~~The~~compensated ~~performance~~employees. ~~level~~In ~~that~~evaluating ~~PLC~~whether ~~used~~the ~~for~~Contract ~~these~~is ~~estimates~~suitable isfor ~~based~~purchase onin ~~the~~connection ~~proxy~~with ~~statement~~such ~~disclosure~~a ~~rules.~~plan, ~~The~~you ~~actual~~should ~~number~~consider ofthe ~~shares~~extent ~~earned~~to ~~will~~which ~~probably~~certain beaspects ~~different~~of ~~from~~the ~~these~~Contract, ~~estimates~~e.g., ~~Payment~~the ~~with~~$25,000 ~~respect~~minimum toinitial ~~this~~Purchase ~~performance~~Payment ~~award~~requirement ~~will~~may beaffect ~~made in cash in March of~~ the ~~year~~plan’s ~~after~~compliance ~~the~~with ~~last~~applicable ~~year~~nondiscrimination ~~of the 3-year performance period~~requirements. ~~See~~Violation ~~Potential~~of ~~Payments~~these ~~upon~~rules can ~~Termination~~cause orloss ~~Change~~ of ~~Control~~the ~~for~~plan’s ~~information~~tax ~~about~~favored ~~performance~~status ~~share~~under ~~payout if~~ the ~~named~~Code. ~~executive~~Employers ~~has~~intending ato ~~termination~~use ofthe ~~employment~~Contract orin ifconnection ~~PLC~~with ~~has~~such aplans ~~change~~should ofseek ~~control~~competent advice.

~~SAR~~Deferred ~~Exercises~~Compensation Plans of State and ~~Earned~~Local ~~Performance~~Governments ~~Shares~~and Tax-Exempt Organizations

~~This~~Section 457 ~~table~~of ~~presents~~ the ~~number~~Code permits employees of ~~SARS~~state ~~exercised~~and bylocal ~~the~~governments ~~named~~and ~~executives~~tax-exempt ~~during~~organizations ~~2011~~to ~~(and~~defer ~~the~~a ~~dollar~~portion ~~amount~~of ~~realized),~~their ~~and~~compensation without paying current taxes. The employees must be participants in an ~~estimate~~eligible ofdeferred ~~the~~compensation ~~performance~~plan. ~~shares~~Generally, ~~earned~~a Contract purchased by ~~the~~a ~~named~~state ~~executives~~or ~~for~~local ~~the~~government 4or a tax-~~year~~exempt ~~performance~~organization ~~period~~under ~~ending~~a ~~December~~Section 457 ~~31,~~plan ~~2011~~will ~~and~~not ~~payable~~be treated as an annuity contract for federal income tax purposes. The Contract will be issued in ~~2012~~connection ~~(and~~with a Section 457 deferred compensation plan sponsored by a state or local government only if the ~~estimated~~plan ~~value~~has established a trust to behold ~~realized)~~plan assets, including the Contract.

~~SAR~~Direct ~~Exercises and Stock Vested Table~~Rollovers

	SAR Awards				Stock Awards
Name	Numberof SARs exercised(#)		Value realized on exercise($)		Numberof shares acquired on vesting (#)		Valuerealized on vesting($)
(a)	(b)		(c)		(d)		(e)
Johns		0	$	0		47,328	$	1,067,720
Bielen		0	$	0		12,104	$	273,066
Johnson		0	$	0		7,752	$	174,885
Long		0	$	0		5,440	$	122,726
Thigpen		0	$	0		7,752	$	174,885

If your Contract is used in connection with a pension or profit-sharing plan qualified under Section 401(a) of the Code, or is used with an eligible deferred compensation plan that has a government sponsor and that is qualified under Section 457(b) of the Code, any “eligible rollover distribution” from the Contract will be subject to direct rollover and mandatory withholding requirements. An eligible rollover distribution generally is any taxable distribution from a qualified pension plan under Section 401(a) of the Code, or an eligible Section 457(b) deferred compensation plan that has a government sponsor, excluding certain amounts (such as minimum distributions required under Section 401(a)(9) of the Code, distributions which are part of a “series of substantially equal periodic payments” made for life or a specified period of 10 years or more, or hardship distributions as defined in the tax law).

~~Discussion~~Under these requirements, federal income tax equal to 20% of ~~SAR~~the ~~Exercises~~eligible ~~and~~rollover ~~Stock~~distribution ~~Vested~~will ~~Table~~be withheld from the amount of the distribution. Unlike withholding on certain other amounts distributed from the Contract, discussed below, you cannot elect out of withholding with respect to an eligible rollover distribution. However, this

Column (d) — Number of shares acquired on vesting. The named executives have performance share awards for the 2008-2011 performance period that will be payable in 2012. Earned awards will be payable in shares of our common stock (reduced by a number of shares equal in value to the tax withholding that will be applied to the payment). None of

~~the~~Table ~~named executives has elected to defer receipt~~ of ~~these shares. The information needed to determine the amount payable is not yet available, so these numbers are estimates.~~Contents

~~Column~~20% ~~(e)~~withholding —will ~~Value~~not ~~realized~~apply onif, ~~vesting.~~instead ~~For all~~ of receiving the ~~named~~eligible ~~executives~~rollover distribution, ~~these~~you ~~estimated~~elect ~~values~~to ~~are~~have ~~based~~it ondirectly atransferred ~~stock~~to ~~price~~certain ofeligible ~~$22.56~~retirement ~~per~~plans ~~share,~~(such ~~which~~as ~~was~~an ~~the~~IRA). ~~closing~~Prior ~~price~~to ofreceiving ~~our~~an ~~common~~eligible ~~stock~~rollover ondistribution, ~~December~~you ~~31,~~will ~~2011~~receive a notice (~~without~~from ~~reduction~~the ~~for~~plan administrator or the ~~tax~~Company) ~~withholding~~explaining ~~that~~generally ~~will~~the bedirect ~~applied~~rollover and mandatory withholding requirements and how to avoid the ~~payments)~~20% withholding by electing a direct transfer.

Post-Employment Benefits

This table has information about benefits payable to the named executives upon their retirement.

Pension Benefits Table

Name	Plan name	Numberof yearscreditedservice(#)(1)		Presentvalue ofaccumulatedbenefit($)(2)		Paymentsduring lastfiscal year($)
(a)	(b)	(c)		(d)		(e)
Johns	Pension		18	$	509,729	$	0
	Excess Benefit		18	$	5,348,295	$	0
	Total			$	5,858,024	$	0
Bielen	Pension		21	$	282,222	$	0
	Excess Benefit		21	$	849,228	$	0
	Total			$	1,132,450	$	0
Johnson	Pension		7	$	96,313	$	0
	Excess Benefit		7	$	170,861	$	0
	Total			$	267,174	$	0
Long	Pension		18	$	519,498	$	0
	Excess Benefit		18	$	933,521	$	0
	Total			$	1,453,019	$	0
Thigpen	Pension		28	$	683,765	$	0
	Excess Benefit		28	$	1,523,194	$	0
	Total			$	2,206,969	$	0

(1) The number of years of service that are used to calculate the executive's benefit under each plan, as of December 31, 2011.

(2) The actuarial present value of the executive's benefit under each plan as of December 31, 2011. The valuation method and material assumptions that PLC used to calculate these amounts are set forth in Note 14 of the Notes to the Consolidated Financial Statements in PLC's Form 10-k for the year ended December 31, 2011.

Discussion of Pension Benefits Table

PLC has "defined benefit" pension plans to help provide employees with retirement security.

Pension Plan. Almost all of PLC's full-time employees participate in its tax qualified pension plan. The plan provides different benefit formulas for three different groups:

• the "grandfathered group" — any employee employed on December 31, 2007 whose age plus years of service totaled 55 or more as of that date,

~~• the~~Table ~~"non-grandfathered group" — any employee employed on December 31, 2007 whose age plus years~~ of ~~service was less than 55 as of that date, and~~Contents

~~• the~~FEDERAL ~~"post-2007~~INCOME ~~group"~~TAX ~~— any employee first hired after December 31, 2007 or any former employee who is rehired after that date.~~WITHHOLDING

~~Mr.~~In ~~Johns, Mr. Bielen, Mr. Thigpen and Ms. Long are grandfathered employees; Ms. Johnson is a non-grandfathered employee.~~General

~~For~~Protective ~~both~~will ~~grandfathered~~withhold and ~~non-grandfathered~~remit ~~employees,~~to the ~~monthly~~U.S. ~~life~~government ~~annuity~~a ~~benefit~~part ~~payable~~of the taxable portion of each distribution made under a Contract, including amounts that escheat to the ~~plan~~state, unless the distributee notifies Protective at ~~normal~~or ~~retirement~~before ~~age~~the time of the distribution that he or she elects not to have any amounts withheld. In certain circumstances, Protective may be required to withhold tax. The withholding rates applicable to the taxable portion of periodic annuity payments (~~usually~~other ~~age~~than 65the eligible rollover distributions) are the same as the withholding rates generally applicable to payments of wages. A 10% withholding rate is applicable to the taxable portion of non-periodic payments (including a surrender or withdrawal prior to the Annuity Date) and conversions of, or rollovers from, non-Roth IRAs and Qualified Plans to Roth IRAs. Regardless of whether you elect not to have federal income tax withheld, you are still liable for ~~service~~payment ~~before~~of ~~2008~~federal ~~equals:~~income tax on the taxable portion of the payment. As described above, the withholding rate applicable to eligible rollover distributions is 20%.

~~• 1.1%~~Nonresident ofAliens ~~the~~and ~~employee's~~Foreign ~~final average pay times years of service through 2007 (up to 35 years), plus~~Corporations

~~• 0~~The discussion above provides general information regarding federal withholding tax consequences to annuity contract purchasers or beneficiaries that are U.5S. citizens or residents. Purchasers or beneficiaries that are not U.S. citizens or residents will generally be subject to U.S. federal withholding tax on taxable distributions from annuity contracts at a 30% ofrate, ~~the~~unless ~~employee's~~a ~~final~~lower ~~average~~treaty ~~pay~~rate ~~over~~applies. ~~the~~Prospective ~~employee's~~purchasers ~~Social~~that ~~Security~~are ~~covered~~not ~~pay~~U.S. ~~times~~citizens ~~years~~or ofresidents ~~service~~are ~~through~~advised ~~2007~~to ~~(up~~consult with a tax advisor regarding federal tax withholding with respect to 35the ~~years),~~distributions ~~plus~~from a Contract.

~~• 0.55%~~FATCA ~~of the employee's final average pay times years of service through 2007 (over 35 years).~~Withholding

~~For~~In ~~service~~order ~~after~~for ~~2007~~the Company to comply with income tax withholding and information reporting rules which may apply to annuity contracts, ~~grandfathered~~the ~~employees~~Company ~~continue~~may request documentation of “status” for tax purposes. “Status” for tax purposes generally means whether a person is a “U.S. person” or a foreign person with respect to ~~earn~~the United States; whether a ~~monthly~~person ~~life~~is ~~annuity~~an ~~benefit~~individual ~~payable~~or atan ~~normal~~entity; ~~retirement~~and ~~age~~if an entity, the type of entity. Status for tax purposes is best documented on the appropriate IRS Form or substitute certification form (~~usually~~IRS ~~age~~Form W-9 65for a U.S. person or the appropriate type of IRS Form W-8 for a foreign person). If the Company does not have appropriate certification or documentation of a person’s status for tax purposes on file, ~~calculated~~it ascould ~~follows:~~affect the rate at which the Company is required to withhold income tax. Information reporting rules could apply not only to specified transactions, but also to contract ownership. For example, under the Foreign Account Tax Compliance Act (“FATCA”), which applies to certain U.S.-source payments, and similar or related withholding and information reporting rules, the Company may be required to report contract values and other information for certain contractholders. For this reason the Company may require appropriate status documentation at purchase, change of ownership, and affected payment transactions, including death benefit payments. FATCA and its related guidance is extraordinarily complex and its effect varies considerably by type of payor, type of payee and type of distributee or recipient.

• 1.0% of the employee's final average pay times years of service after 2007 (up to 35 years minus service before 2008), plus

• 0.45% of the employee's final average pay over the employee's Social Security covered pay times years of service after 2007 (up to 35 years minus service before 2008), plus

• 0.50% of the employee's final average pay times the lesser of years of service after 2007 and total years of service minus 35 years.

For service after 2007, non-grandfathered employees earn a hypothetical account balance that is credited with pay credits and interest credits. Pay credits for a year are based on a percentage of eligible pay for that year, as follows:

Credited Service	% of Pay Credit
1-4 years		4	%
5-8 years		5	%
9-12 years		6	%
13-16 years		7	%
17 or more years		8	%

Final average pay for grandfathered employees is the average of the employee's eligible pay for the 60 consecutive months that produces the highest average. (However, if the employee's average eligible pay for any 36 consecutive months as of December 31, 2007 is greater than the 60-consecutive month average, the 36-month number will be used.) For non-grandfathered employees, final average pay is the average of the employee's eligible pay for the 36 consecutive months before January 1, 2008 that produces the highest average.

Eligible pay includes base salary, overtime and AIP incentives. Pay does not include payment of performance shares, gains on SAR exercises, vesting of restricted stock units, severance pay, or other extraordinary items.

Social Security covered pay is one-twelfth of the average of the Social Security wage bases for the 35-year period ending when the employee reaches Social Security retirement age. (For

~~non-grandfathered~~Table ~~participants, Social Security covered pay is determined as~~ of December 31, 2007.) The wage base is the maximum amount of pay for a year for which Social Security taxes are paid. Social Security retirement age is between age 65 and 67, depending on the employee's date of birth.Contents

~~Unless~~THE ~~special~~“NON-UNITIZED” ~~IRS~~SEPARATE ~~rules apply, benefits are not paid before employment ends. An employee may elect to receive:~~ACCOUNT

• We hold assets in a ~~life~~“non-unitized” ~~annuity~~separate ~~(monthly~~account ~~payments~~we ~~for~~have established under the ~~employee's~~Tennessee ~~life~~Insurance ~~only)~~Law to support our obligations under the Strategies. We own the assets of the separate account, oras well as any favorable investment performance on those assets. As owner of the Contract, you do not participate in the performance of assets held in the separate account and do not have any direct claim on them. The separate account is not registered under the Investment Company Act of 1940. We are obligated to pay all money we owe under the Contract. If the obligation exceeds the assets of the non-unitized separate account, funds will be transferred to the non-unitized separate account from the general account. We may, subject to state law that applies, transfer all assets allocated to the separate account to our general account.

~~• a~~The ~~50%,~~assets ~~75%~~in orthis ~~100%~~separate ~~joint~~account are subject to our general liabilities from business operations and ~~survivor~~are ~~annuity~~chargeable (with those liabilities. The assets in the ~~employee~~separate ~~receives~~account aare ~~smaller~~subject ~~benefit~~to ~~for~~claims ~~life~~by our creditors. It is important to note that there is no guarantee that we will always be able to meet our claims-paying obligations, and ~~the~~that ~~employee's~~there ~~designated~~are ~~survivor~~risks ~~receives~~to apurchasing ~~benefit~~any ofinsurance ~~50%~~product. For this reason, ~~75%~~you orshould ~~100%~~consider ofour financial strength and claims-paying ability to meet our obligations under the ~~reduced~~Contract ~~amount~~when ~~for~~purchasing ~~life)~~a Contract and making investment decisions under the Contract. We encourage both existing and prospective Contract owners to read and understand our financial statements. We prepare our financial statements on a statutory basis, oras required by state regulators.

~~• a~~Our 5current plans are to invest separate account assets in fixed-income obligations, 10including corporate bonds, mortgage-backed orand 15asset-~~year~~backed ~~period~~securities, ~~certain~~and government and ~~life~~agency ~~annuity~~issues. ~~benefit~~We ~~(the~~may ~~employee~~also ~~receives~~invest ain ~~smaller~~interest ~~benefit~~rate ~~for~~swaps, ~~life~~options and, iffutures. Although the ~~employee~~above ~~dies~~generally ~~before~~describes ~~the~~our ~~selected~~plans ~~period,~~for investing the ~~employee's~~assets ~~designated~~supporting ~~survivor~~our ~~receives~~obligations under the ~~reduced~~Strategies, ~~amount~~we ~~until~~are ~~the~~not ~~end~~obligated ofto ~~the~~invest ~~period),~~those orassets according to any particular plan except as we may be required to by state insurance laws.

• a lump sum benefit.

If an employee chooses one of these benefit options, the plan actuary uses the interest rate assumptions and mortality tables specified in the plan to adjust the benefit so it has the same value as benefit determined by the plan formulas.

An employee whose employment ends before age 65 may begin benefit payments after termination of employment. The plan actuary reduces this benefit below the level of the age 65 benefit to account for early commencement, so the benefit remains the actuarial equivalent of a benefit beginning at age 65.

If an employee retires after age 55 with at least 10 years of service, the employee may take an "early retirement" benefit with respect to benefits earned through 2007, beginning immediately after employment ends. Mr. Johns, Ms. Long and Mr. Thigpen are eligible for early retirement. The early retirement benefit for pre-2008 service is based on the pension plan formula. The benefit is reduced below the level of the age 65 benefit; however, the reduction for an early retirement benefit is not as great as the reduction for early commencement of a vested benefit. (For example, the early retirement reduction at age 55 is 50%; the actuarial reduction (using the plan interest rates and mortality tables on December 31, 2011) was 62%. At age 62, the early retirement reduction is 20%, and the actuarial reduction was 27%.)

Nonqualified "Excess" Pension Plan. Benefits under PLC's tax qualified pension plan are limited by the Internal Revenue Code. PLC believes it should pay its employees the total pension benefit they have earned, without imposing these Code limits. Therefore, like many large companies, PLC has a nonqualified "excess" benefit plan that makes up the difference between:

• the benefit determined under the tax qualified plan formula, without applying these limits, and

• the benefit actually payable under the tax qualified plan, taking these limits into account.

Benefits under the excess plan with respect to service before 2005 are paid at the same time and in the same form as the related benefits from PLC's tax qualified pension plan. Benefits under the excess plan with respect to service after 2004 are paid after the participant's termination of employment in the form elected by the participant. (In general, an officer who was a participant in the excess plan in 2008 had to elect a form of payment in that year. Other officers must make the election before the date participation in the excess plan begins.)

~~Payment~~Table ~~is made from PLC's general assets (and is therefore subject to the claims~~ of ~~PLC's creditors), and not from the assets of the tax qualified plan.~~Contents

~~Nonqualified~~LEGAL ~~Deferred Compensation~~PROCEEDINGS

~~This~~Advance ~~table~~Trust ~~has~~& ~~information~~Life ~~about~~Escrow ~~the~~Services, ~~named~~LTA, ~~executives'~~as ~~participation~~Securities Intermediary of Life Partners Position Holder Trust v. Protective Life Insurance Company, Case No. 2:18-CV-01290, is a putative class action that was filed on August 13, 2018 in ~~PLC'~~the United States District Court for the Northern District of Alabama. Plaintiff alleges that Protective Life Insurance Company required policyholders to pay unlawful and excessive cost of insurance (“COI”) charges. Plaintiff seeks to represent all owners of universal life and variable universal life policies issued or administered by the Company or its predecessors that provide that cost of insurance rates are to be determined based on expectations of future mortality experience. Plaintiff seeks class certification, compensatory damages, pre-judgment and post-judgment interest, costs, and other unspecified relief. On August 8, 2022, the US District Court granted the Company’s ~~nonqualified~~Motion ~~deferred~~for ~~compensation~~Judgment ~~plan~~on inthe ~~2011~~Pleadings, concluding Protective Life has no contractual duty to lower COI rates if expectations as to future mortality improve. This favorable decision was appealed by the Plaintiff to the Eleventh Circuit Court of Appeals on August 26, 2022. Protective Life will continue vigorously defending this matter and cannot predict the outcome of or reasonably estimate the possible loss or range of loss that might result from this litigation.

~~Nonqualified~~The ~~Deferred~~Company ~~Compensation~~is ~~Table~~currently defending two putative class actions (Beverly Allen v. Protective Life Insurance Company, Civil Action No. 1:20-cv-00530-JLT (E.D. Cal. filed Apr. 14, 2020) and Janice Schmidt v. Protective Life Insurance Company, et al., Civil Action No. 1:21-cv-01784-SAB (E.D. Cal. filed Dec. 17, 2021)) in which the plaintiffs claim that defendants’ alleged failure to comply with certain California statutes which address contractual grace periods and lapse notice requirements for certain life insurance policies requires that these policies remain in force. The plaintiffs seek unspecified monetary damages and injunctive relief. No class has been certified in either putative class action. The Company maintains various defenses to the merits of the plaintiffs’ claims and to class certification. However, the Company cannot predict the outcome of or reasonably estimate the possible loss or range of loss that might result from this litigation.

Name	Executivecontributionsin last FY($)		Registrantcontributionsin last FY($)		Aggregateearningsin last FY($)			Aggregatewithdrawals/distributions($)		Aggregatebalanceat last FYE($)
(a)	(b)(1)		(c)(2)		(d)			(e)		(f)(3)
Johns	$	108,890	$	92,867	$	(1,283,509	)	$	0	$	8,501,609
Bielen	$	210,708	$	33,345	$	(263,931	)	$	0	$	2,071,980
Johnson	$	0	$	29,620	$	(1,839	)	$	0	$	80,938
Long	$	33,600	$	22,533	$	(344,793	)	$	81,947	$	1,247,504
Thigpen	$	40,200	$	26,397	$	(301,430	)	$	148,627	$	224,472

To the knowledge and in the opinion of management, there are no other material pending legal proceedings to which the Company or any of its subsidiaries is a party or of which any of our properties is the subject.

(1) These amounts include the following amounts that are also included in column (c) (Salary) of the Summary Compensation Table as compensation paid to the officer in 2011:

• Johns — $38,750

• Bielen — $19,250

• Long — $17,000

These amounts include the following amounts that are also included in column (g) (Non-equity incentive plan compensation) of the Summary Compensation Table as compensation paid to the officer in 2011:

• Johns — $70,140

• Bielen — $20,480

• Long — $16,600

• Thigpen — $40,200

For Mr. Bielen, the remainder of this amount is the value of performance shares earned for the 2007-2010 performance period and paid to him in May 2011. This amount was reported (on an estimated basis) in the SAR Exercises and Stock Vested Table in PLC's 2010 proxy statement.

(2) These amounts are supplemental matching contributions made to the officer's account in 2011 with respect to the officer's participation in PLC's 401(k) plan during 2010. These amounts are reported in the Summary Compensation Table as compensation for 2010.

(3) These amounts reflect the following amounts that have been reported as compensation to the officer in previous PLC proxy statements:

• Johns — $12,790,757

• Bielen — $1,772,701

• Johnson — $36,320

~~• Long~~Table —of ~~$1,654,696~~Contents

~~• Thigpen — $167,582~~EXPERTS

~~Discussion~~ The statutory financial statements and financial statement schedules of ~~Nonqualified~~Protective ~~Deferred~~Life ~~Compensation~~Insurance ~~Table~~Company as of December 31, 2022 and 2021, and for each of the years in the three-year period ended December 31, 2022, have been included herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

~~Deferrals~~The byaudit ~~PLC~~report ~~Officers.~~covering ~~The~~the ~~named~~December ~~executives~~31, ~~and~~2022 ~~other~~statutory ~~key~~financial ~~officers~~statements ~~can~~includes ~~elect~~explanatory tolanguage ~~participate~~that instates ~~PLC~~that ~~nonqualified~~the ~~deferred~~financial ~~compensation~~statements ~~plan.~~are Anprepared ~~officer~~by ~~who~~Protective ~~defers~~Life ~~compensation~~Insurance ~~under~~Company using statutory accounting practices prescribed or permitted by the ~~plan~~Department ~~does~~of ~~not~~Commerce ~~pay~~and ~~taxes~~Insurance onof the ~~compensation~~State atof ~~that~~Tennessee, ~~time~~which is a basis of accounting other than U.S. ~~Instead~~generally accepted accounting principles. Accordingly, the ~~officer~~audit ~~pays~~report ~~taxes~~states onthat the ~~compensation~~financial (statements are not intended to be and, ~~any~~therefore, ~~earnings~~are onnot ~~the~~presented ~~compensation)~~fairly ~~only~~in ~~when~~accordance ~~the~~with ~~officer~~U.S. ~~receives~~generally accepted accounting principles and further states that those financial statements are presented fairly, in all material respects, in accordance with statutory accounting practices prescribed or permitted by the ~~compensation~~Department of Commerce and ~~earnings~~Insurance ~~from~~of the ~~plan~~State of Tennessee.

~~Eligible~~The ~~officers~~business ~~may~~address ~~defer:~~for KPMG LLP is 420 20th Street North, Suite 1800, Birmingham, Alabama 35203.

~~• up~~LEGAL ~~to 25% of their base salary,~~MATTERS

~~• up~~Eversheds Sutherand (US) LLP of Washington, D.C. has provided advice on certain matters relating to ~~94%~~the applicability of ~~any~~federal ~~AIP~~securities ~~incentive,~~laws ~~and/or~~to the Contracts.

~~• all~~REGISTRATION ~~or a portion of the shares of common stock payable when performance shares or restricted stock units are earned.~~STATEMENT

AnA ~~election~~Registration toStatement ~~defer~~has ~~base~~been ~~salary~~filed ~~for~~with athe ~~calendar~~United ~~year~~States ~~must~~Securities beand ~~made~~Exchange byCommission ~~December~~(the 31“SEC”) ofunder the ~~previous~~Securities ~~year.~~Act Anof ~~election~~1933, toas ~~defer~~amended, anwith ~~AIP~~respect ~~incentive~~to ~~for~~the ~~a calendar year must be made by June 30 of that year~~Contracts. AnThis ~~election~~Prospectus todoes ~~defer~~not ~~earned~~contain ~~performance~~all ~~shares~~information ~~must~~set beforth ~~made by June 30 of the last year~~ in the ~~award's~~Registration ~~performance~~Statement, ~~period.~~its Anamendments ~~election~~and exhibits, to ~~defer~~all ~~earned~~of ~~restricted~~which ~~stock~~reference ~~units~~is ~~must be~~ made ~~within~~for 30further ~~days~~information ~~after~~concerning ~~the~~Protective ~~date~~Life ofand the ~~award~~Contracts.

~~Deferred~~The ~~compensation~~SEC ~~accrues~~maintains ~~earnings~~a ~~based~~web onsite ~~the~~that ~~investment~~contains ~~choices available under~~ the ~~plan.~~complete ~~For~~Registration ~~deferred base salary and AIP incentives~~Statement, including the ~~officer~~instruments ~~can~~filed ~~choose~~as ~~between~~exhibits ~~our~~to ~~common~~the ~~stock~~Registration ~~and~~Statement, ~~9 mutual funds. All earnings on deferred performance shares~~ and ~~restricted~~other ~~stock~~information ~~units~~that ~~are~~we ~~based~~file onelectronically ~~the~~pursuant ~~performance~~to ofEDGAR ~~our~~under ~~common~~CIK ~~stock~~No. 0000310826. The ~~2011~~address ~~investment returns for each~~ of the ~~investment~~site ~~choices~~is ~~were~~http://www.sec.gov.

Investment Choice	Return
Invesco Mid Cap Core Equity		-11.4	%
American Funds American Balanced R5		4.1	%
American Funds Growth Fund R5		-4.6	%
Dodge & Cox Stock		-4.1	%
Neuberger Berman Genesis Tr		4.6	%
Protective Stock Fund		-13.0	%
Franklin Templeton Foreign A		-17.7	%
Vanguard Total Stock Market Index		1.0	%
Wells Fargo Advantage Cash Investment Money Market		0.0	%
Wells Fargo Advantage Index		1.9	%

You can also review and copy any materials filed with the SEC at its Public Reference Room at 100 F Street, NE., Washington D.C., 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

AnGENERAL officer may elect to receive payments in a lump sum or in up to 10 annual installments. An officer may elect to receive a deferred amount (and earnings) upon termination of employment. The officer may not change this election. An officer may instead elect to receive a deferred amount (and earnings) on a fixed date (before the officer's 70th birthday). An officer may also request a distribution if the officer has an extreme and unexpected financial hardship, as determined under IRS rules.MATTERS

~~Supplemental~~Reliability ~~Matching. PLC makes supplemental matching contributions to the account~~ of ~~eligible~~Communications ~~officers. These contributions provide matching that PLC would otherwise contribute to its tax qualified 401(k) plan, but which PLC cannot contribute because of Internal Revenue~~ System

The internet and telephone systems may not always be available. Any computer or telephone system, whether it is yours, your service providers’, your registered representative’s, or ours, can experience unscheduled outages or slowdowns for a variety of reasons. Such outages or delays may delay or prevent our processing of your request. Although we have taken precautions to help our systems handle heavy use, we cannot promise complete reliability under all circumstances. If you experience problems, you can make your transaction request by writing to us.

Suspension of Contracts

If mandated under applicable law, we may be required to reject a Purchase Payment. We also may be required to provide additional information about your account to government regulators or law enforcement authorities. In addition, we may be required to block an Owner’s account and thereby refuse to process any request for transfers, withdrawals, surrenders, or death benefits until instructions are received from the appropriate regulator or law enforcement authorities.

~~Code~~Table ~~limits~~of ~~on 401(k) plan matching. For a calendar year, the supplemental match that an officer receives is:~~Contents

~~• the~~Error ~~lesser~~in ofAge or Gender

—When 4%a benefit of the ~~officer'~~Contract is contingent upon any person’s ~~base~~age ~~salary~~or ~~and~~gender, ~~AIP~~we ~~incentive~~may require proof of such. We may suspend payments until we receive proof. When we receive satisfactory proof, we will make the payments which were due during the ~~year~~period of suspension. Where the use of unisex mortality rates is required, ~~and~~we will not determine or adjust benefits based upon gender.

—If after we receive proof of age and gender (where applicable), we determine that the information you furnished was not correct, we will adjust any benefit under this Contract to that which would be payable based upon the correct information. If we have underpaid a benefit because of the error, we will make up the underpayment in a lump sum. If the error resulted in an overpayment, we will deduct the amount of the ~~officer~~overpayment ~~deferred~~from any current or future payment due under ~~both~~the ~~our~~Contract. ~~401(k)~~We ~~plan~~will deduct up to the full amount of any current or future payment until the overpayment has been fully repaid. Underpayments and ~~our~~overpayments ~~nonqualified~~will ~~deferred~~bear ~~compensation~~interest ~~plan~~at ~~during~~an annual effective interest rate of 3% when permitted by the ~~year;~~state ~~minus~~of issue.

~~• the actual match the officer received in the 401(k) plan for that year, applying the Internal Revenue Code limits.~~Incontestability

~~Half~~We ofwill annot ~~officer's~~contest ~~supplemental matching has earnings that are based on~~ the ~~performance~~Contract ofafter ~~PLC's~~it common stock. The officer can choose between PLC common stock and 9 mutual funds (the same funds available under the nonqualified deferred compensation plan) for the remaining matching. Supplemental matching is ~~paid only after termination of employment~~issued. ~~The officer can elect payment in a lump sum or in up to 10 annual installments.~~

Other Provisions. Investment choices must be in 1% increments. An officer may transfer money between the mutual funds on any business day. An officer may not transfer money into or out of PLC common stock. An officer may elect to receive dividend equivalents on deferred stock in cash, instead of having them reinvested. PLC does not provide any aboveNon-~~market or preferential earnings rates, and does not guarantee that an officer's investments will make money.~~Participation

IfThe anContract ~~officer terminates employment due to death or disability, the officer's plan balance~~ is ~~paid~~not ~~immediately~~eligible infor adividends ~~lump~~and ~~sum.~~will ~~Also,~~not ifparticipate ~~an officer terminates employment before early or normal retirement under PL''s pension plan, the officer's plan balance is paid immediately~~ in aProtective ~~lump sum, regardless of the officer'~~Life’s ~~other~~surplus ~~elections~~or profits.

~~Amounts~~Assignment ~~invested~~or inTransfer ~~mutual funds are paid in cash. Amounts invested in PLC common stock are paid in shares~~ of ~~stock.~~a Contract

~~Potential~~Generally, ~~Payments~~you ~~upon~~do ~~Termination~~not have the right to assign or ~~Change~~transfer a Qualified Contract. You have the right to assign or transfer a non-qualified Contract if it is permitted by law. We must be properly notified in writing of ~~Control~~an assignment. You must submit your written request to assign the Contract to our Administrative Office and your request for assignment is subject to our written approval. To the extent permitted by state law, we reserve the right to refuse to consent to any assignment at any time on a nondiscriminatory basis. We will not consent if the assignment would violate or result in noncompliance with any applicable state or federal law or regulation.

~~Termination~~Any annuity payments or surrenders requested or scheduled before we record an assignment will be made according to the instructions we have on record. Any claim made under an assignment or transfer is subject to proof of ~~Employment~~the nature and extent of the assignee’s or transferee’s interest before we make a payment. We do not assume responsibility for any assignment or transfer. Assignments and transfers have federal income tax consequences. An assignment or transfer may result in the Owner recognizing taxable income. (See “Taxation of Annuities in General, Assignments, Pledges and Gratuitous Transfers” in the prospectus.)

Like most large companies, PLC's programs provide named executives and other employees with payments and other benefits if their employment with PLC ends. (See Change of Control for a description of the payments and benefits that are available if the termination of employment occurs in connection with a change of control.)Notice

~~Company~~All ~~Severance~~instructions ~~Pay~~and ~~Plan.~~requests ~~PLC~~to ~~has~~change aor ~~severance~~assign ~~pay~~the ~~plan~~Contract ~~for~~must ~~employees,~~be ~~including~~in ~~the~~writing ~~named~~in ~~executives.~~a ~~The~~form ~~plan~~acceptable ~~pays~~to ~~severance~~us, ~~pay~~signed ifby anthe ~~employee~~Owner(s), isand ~~terminated~~received ~~due~~at toour aAdministrative ~~reduction in force~~Office. ~~PLC~~The ~~may~~instruction, ~~elect~~change toor ~~pay~~assignment ~~severance~~will ~~pay~~relate ifback anto ~~employee~~and istake ~~terminated~~effect ~~for~~on ~~poor~~the ~~job~~date ~~performance.~~it Inwas ~~order to receive severance benefits~~signed, ~~the~~except ~~employee~~we ~~must~~will ~~sign~~not abe ~~release~~responsible ~~that~~for ~~waives~~following any ~~claims~~instruction ~~the~~or ~~employee~~making ~~may~~any ~~have~~change ~~related~~or toassignment ~~their~~before ~~employment~~we orreceive ~~termination of employment~~it.

The amount of severance pay generally equals two weeks base salary plus one and one-half weeks base salary for every year of service. PLC has the right, in its sole discretion and it deems appropriate in the circumstances, to increase or decrease the amount of severance pay. For example, in some circumstances PLC provides senior officers with severance pay equal to between six and twelve months base salary, even if that is more than the amount determined under the regular severance pay formula. In any event, the total amount paid cannot exceed the employee's annual base salary.Modification

No one is authorized to modify or waive any term or provision of this Contract unless we agree to the modification or waiver in writing and it is signed by our President, Vice-President or Secretary. We reserve the right to change or modify the provisions of this Contract to conform to any applicable laws, rules or regulations issued by a government agency, or to assure continued qualification of the Contract as an annuity contract under the Code. We will send you a copy of the endorsement that modifies the Contract, and where required we will obtain all necessary approvals, including that of the Owner(s).

~~Except~~Table ~~as described under Change~~ of ~~Control, PLC does not have employment contracts or special severance arrangements with any of it officers.~~Contents

~~Other Severance Benefits. The awards made under the LTIP have provisions that apply if an officer's employment is terminated:~~Reports

~~• If~~At aleast ~~performance~~annually ~~share~~prior ~~recipient's employment ends due~~ to the ~~sale~~Annuity ~~of a business unit or a major reduction of PLC's workforce~~Date, ~~death,~~we ~~disability,~~will ~~retirement~~send atto ~~age~~you ~~65, or early retirement (~~at ~~PLC's request or with its consent),~~ the ~~performance~~address ~~shares~~contained ~~will~~in beour ~~paid~~records ~~out~~a ~~based~~report onshowing ~~performance as of~~ the ~~end~~current ofContract ~~the~~Value ~~previous year. The amount paid out would be reduced to reflect the number of months remaining between the date employment terminated~~ and ~~the~~any ~~end~~other ofinformation ~~the~~required ~~3-year~~by ~~award period~~law.

• Restricted stock units will vest if the officer's employment ends due to death, disability, retirement at age 65, or (for RSUs awarded before 2010) early retirement (at our request or with our consent). For RSUs awarded in 2011 (except for 10% of Mr. Johns' award, which will fully vest if Mr. John's employment ends due to early retirement at PLC's request or with its consent), if an officer's employment ends due to early retirement at PLC's request or with its consent, the amount paid out would be reduced to reflect the number of months remaining between the date employment terminated and the end of the RSUs' vesting period. Any unvested RSUs will be forfeited if employment ends for other reasons.Settlement

~~• SARs~~Benefits ~~become~~due ~~exercisable~~under ifthis ~~the~~Contract ~~officer's~~are ~~employment~~payable ~~ends~~from ~~due~~our toAdministrative ~~death,~~Office. ~~disability~~You ormay ~~early~~apply orthe ~~normal~~settlement ~~retirement,~~proceeds into ~~which~~any ~~case~~payout ~~they~~option ~~remain~~we ~~exercisable~~offer for 3such ~~years~~payments ~~(but~~at ~~not past~~ the ~~original~~time ~~termination~~you ~~date~~make of the ~~SARs)~~election. IfUnless ~~employment~~directed ~~terminates~~otherwise ~~for~~in ~~any other reason~~writing, ~~any~~we ~~SARs~~will ~~that~~make ~~are~~payments ~~not~~according ~~then~~to ~~exercisable are immediately cancelled; SARs that are then exercisable are cancelled 30-90 days after~~ the ~~officer'~~Owner’s ~~termination~~instructions ~~date~~as ifcontained ~~not~~in ~~previously~~our ~~exercised.~~records ~~The~~at ~~Committee~~the ~~may~~time we make the ~~exercise~~payment. ~~date~~We ofshall ~~SARs~~be ~~earlier,~~discharged orfrom ~~give~~all anliability ~~SAR~~for ~~recipient~~payment ~~additional time~~ to ~~exercise (but not later than~~ the ~~original~~extent ~~termination date~~ of ~~the~~any ~~SARs),~~payments ifwe ~~it believes such an action is appropriate~~make.

~~Depending~~Receipt ~~on the circumstances, PLC may increase or decrease the other severance benefits described above, or provide additional benefits such as outplacement, payment~~ of any outstanding AIP incentive opportunity (generally pro rated to take into account the officer's actual period of service in the year to which the incentive opportunity relates), vesting of RSUs (generally reduced to reflect the number of months remaining between the date employment terminated and the end of the RSUs' vesting period), or acceleration of the exercise date and/or extension of the termination date of outstanding SARs. In order to receive any of these other severance benefits, if the employee's termination of employment was involuntary, the employee must generally sign a release that waives any claims the employee may have related to their employment or termination of employment.Payment

~~Summary~~If ofany ~~Termination~~Owner, ~~Benefits.~~Annuitant, ~~The~~Beneficiary ~~following~~or ~~tables~~Payee ~~show~~is ~~the~~incapable ~~amounts~~of ~~and~~giving ~~benefits~~a ~~that~~valid ~~would~~receipt ~~have~~for ~~been~~any ~~available~~payment, towe ~~each~~may ~~named~~make ~~executive~~such ~~(or~~payment to ~~their~~whomever ~~beneficiary,~~has inlegally ~~the~~assumed ~~event~~his ofor ~~the~~her ~~executive's~~care ~~death)~~and ifprincipal ~~the~~support. ~~executive~~Any ~~had~~such ~~terminated~~payment ~~employment~~shall onfully ~~December~~discharge ~~31,~~us ~~2011~~to ~~under~~the ~~various~~extent ~~circumstances (other than a change~~ of ~~control)~~that payment.

Protection of Proceeds

To the extent permitted by law and except as provided by an assignment, no benefits payable under this Contract will be subject to the claims of creditors.

Minimum Values

The values available under the Contract are at least equal to the minimum values required in the state where the Contract is delivered.

Application of Law

The provisions of the Contract are to be interpreted in accordance with the laws of the state where the Contract is delivered, with the Code and with applicable regulations.

~~Potential~~Table ~~Termination~~of ~~Benefits Tables~~ Contents

~~John~~DISTRIBUTION D.OF ~~Johns~~THE CONTRACTS

	Severance Pay(4)		AIP Opportunity(5)		Performance Shares(6)		RSUs(7)		SARs			Total
Voluntary Termination	$	0	$	0	$	0	$	0	$	0	(8)	$	0
Early Retirement(1)	$	0	$	1,800,000	$	656,586	$	5,318,114	$	1,840,327	(9)	$	9,615,027
Involuntary Not for Cause Termination(2)	$	675,000	$	1,800,000	$	656,856	$	3,963,815	$	1,840,327	(9)	$	8,935,998
For Cause Termination(3)	$	0	$	0	$	0	$	0	$	0	(8)	$	0
Death or Disability	$	0	$	1,800,000	$	656,586	$	7,236,639	$	1,840,327	(9)	$	11,533,552

Distribution

~~Richard~~We Jhave entered into an agreement (the “Agreement”) with Investment Distributors, Inc. ~~Bielen~~(“IDI”) under which IDI has agreed to distribute the Contracts on a “best efforts” basis. Under the agreement, IDI serves as principal underwriter (as defined under Federal securities laws and regulations) for the Contracts. Also under the Agreement, Protective Life agreed to indemnify IDI and its officers, directors, employees and agents, for certain losses and claims that result from an untrue statement of material fact or an omission of a material fact in the registration statement for the Contracts filed under the Securities Act of 1933 or in this prospectus or any document filed under the securities laws of a State in order to qualify the Contracts for sale in the State and for losses and claims that result from a material breach of the Agreement. IDI is a Tennessee corporation and was established in 1993. IDI, a wholly-owned subsidiary of Protective Life Corporation (“PLC”), is an affiliate of and shares the same address as Protective Life. IDI is registered with the SEC under the Securities Exchange Act of 1934 as a broker-dealer and is a member of the Financial Industry Regulatory Authority (“FINRA”).

	Severance Pay(4)		AIP Opportunity(5)		Performance Shares(6)		RSUs(7)		SARs			Total
Voluntary Termination	$	0	$	0	$	0	$	0	$	0	(8)	$	0
Early Retirement(1)		N/A		N/A		N/A		N/A		N/A			N/A
Involuntary Not for Cause Termination(2)	$	348,750	$	766,800	$	178,788	$	1,163,577	$	592,291	(9)	$	3,050,206
For Cause Termination(3)	$	0	$	0	$	0	$	0	$	0	(8)	$	0
Death or Disability	$	0	$	766,800	$	178,788	$	2,008,156	$	592,291	(9)	$	4,546,035

IDI, together with Protective Life, enters into distribution agreements with other broker-dealers, including Concourse Financial Group Securities, Inc. (formerly ProEquities, Inc.), an affiliate of Protective Life and IDI, (collectively, “Selling Broker-Dealers”) for the sale of the Contracts. Registered representatives of the Selling Broker-Dealers sell the Contracts directly to individuals and groups who have established accou

Filing Compare · PROTECTIVE LIFE INSURANCE CO