~~Table~~As offiled ~~Contents~~with the Securities and Exchange Commission on April 12, 2024

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 STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PRE-EFFECTIVE AMENDMENT NO. o

POST-EFFECTIVE AMENDMENT NO. ☐

PROTECTIVE LIFE INSURANCE COMPANY

(Exact name of registrant as specified in its charter)

Tennessee	63-0169720	~~63-0169720~~
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification Number)
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

2801 Highway 280 South

Birmingham, Alabama 35223

(205) 879-9230

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

of registrant’s principal executive offices)

~~Brandon~~Bradford ~~Cage~~Rodgers, 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.

Thomas E. Bisset, Esq.

Eversheds Sutherland (US) LLP

700 Sixth Street, NW

Washington, D.C. 20001

If ~~any of~~ the only securities being registered on this Form are tobeing be offered ~~on a delayed or continuous basis~~ pursuant to ~~Rule 415~~dividend ~~under~~or ~~the~~interest ~~Securities~~reinvestment ~~Act of 1933~~plans, please check the following box~~. x~~: o

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

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

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

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment ~~filed~~thereto that shall become effective upon filing with the Commission pursuant to Rule 462(de) under the Securities Act, check the following box ~~and list the Securities Act registration statement number of the earlier effective registration statement for the same offering~~. o

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

Pursuant to Rule 429 under the Securities Act of 1933, the prospectus contained herein also relates to Registration Statement Nos.

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.

~~Table~~Protective® ofMarket ~~Contents~~Defender Annuity Protective Life Insurance Company P.O. Box 10648 Birmingham, Alabama 35202-0648 Telephone: 1-800-456-6330www.protective.com

~~Protective®~~This ~~Market~~Prospectus ~~Defender~~describes IIa ~~Annuity~~limited flexible premium deferred annuity contract with fixed and index-linked features offered by Protective Life Insurance Company P(the “Contract”).O The Contract is designed for investors who desire to accumulate capital on a tax deferred basis for retirement or other long-term investment purposes. ~~Box~~It ~~10648~~may ~~Birmingham~~be purchased by individuals, ~~Alabama35202~~corporations, financial institutions, 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 features and/or certain Allocation Options offered under the Contract may not be available through all broker-~~0648~~dealers ~~Telephone:~~or in all states. For further details, please contact us at 1-800-456-~~6330www~~6330.~~protective.com~~

~~This~~We ~~Prospectus~~only ~~describes~~accepted anPurchase ~~individual,~~Payments ~~single~~that ~~premium~~we ~~deferred~~received, ~~registered~~or ~~index-linked~~orders ~~annuity~~that ~~contract~~were ~~offered~~initiated, byon ~~Protective~~or ~~Life~~before ~~Insurance~~the ~~Company~~earlier of (1) the “first Contract” Anniversary, and (2) the 86th birthday of the oldest Owner or Annuitant. We ~~will~~are ~~not~~no ~~accept~~longer ~~any~~accepting Purchase ~~Payment~~Payments. You ~~after~~generally ~~the~~may ~~initial~~allocate ~~Purchase~~your ~~Payment.~~investment ~~The~~in the Contract isamong ~~designed~~the ~~for~~Declared ~~investors~~Rate ~~who~~Account, ~~desire~~the toGuaranteed ~~accumulate~~Interest ~~capital~~Strategy, onor the various Indexed Strategies (collectively, the “Allocation Options”). Depending upon which Allocation Option you select, you will bear a ~~tax~~greater ~~deferred~~or ~~basis~~lesser ~~for~~degree ~~retirement~~of risk, and you may lose all or ~~other~~part ~~long-term~~of ~~investment~~your ~~purposes~~investment. ItEach Indexed Strategy has a Floor that places a limit on the negative performance of the reference index that may be ~~purchased~~used byto ~~individuals~~calculate the return of an Indexed Segment, ~~corporations~~and, ~~financial~~in ~~institutions~~turn, ~~trusts,~~limits ~~and~~the ~~certain~~amount ~~retirement~~attributable ~~plans~~to negative index performance that ~~qualify~~may ~~for~~be ~~special~~deducted ~~federal~~from ~~income~~your ~~tax~~investment ~~treatment~~in an Indexed Segment. With each Indexed Segment, asyou ~~well~~bear asa ~~those~~risk ~~that~~of dopotential ~~not~~loss ~~qualify~~of ~~for~~principal ~~such~~and ~~treatment~~previously credited interest from negative index performance up to the Floor. ~~Certain~~Each ~~Contract~~Indexed ~~features~~Strategy also has a Participation Rate and~~/or~~ ~~certain~~may ~~Strategies~~have ~~offered~~a ~~under~~Cap. ~~the~~The ~~Contract~~Participation Rate may ~~not~~be greater than but will never be ~~available~~less ~~through~~than ~~all~~100% ~~broker-dealers~~(the orminimum Participation Rate). The Cap, if applicable to the Indexed Strategy, will place a limit on the positive performance of the reference Index that we will use to calculate the return of an Indexed Segment, and, in ~~all~~turn, ~~states~~limit the amount that may be credited to the investment in an Indexed Segment. ~~For~~We ~~further~~will ~~details,~~always ~~please~~offer ~~contact~~a usGuaranteed Interest Strategy and at 1least one Indexed Strategy with a Floor between 0% and -~~800-456-6330~~10%. However, we reserve the right to stop offering other Indexed Strategies.

~~The~~If ~~Purchase~~you ~~Payment~~make isa ~~generally~~withdrawal ~~allocated~~from toan ~~the~~Indexed ~~Holding~~Segment ~~Account,~~or ~~unless~~surrender the ~~entire~~Contract ~~Purchase~~before ~~Payment~~the isSegment ~~received~~Maturity ~~before~~Date, ~~4 p.m.~~we ~~Eastern~~calculate ~~Time~~the onInterim Value of the ~~Start~~Segment(s). ~~Date~~The ~~for~~Interim ~~your~~Value ~~Strategies,~~may inbe ~~which~~less ~~case~~than wethe ~~will~~Segment ~~allocate~~Investment ~~your~~and ~~Purchase~~may ~~Payment~~be toless than the ~~Strategy(ies)~~amount you ~~selected.~~would Onreceive ~~this~~had ~~Start~~you ~~Date,~~held wethe ~~will~~investment ~~allocate~~until the ~~entire~~Segment ~~Holding~~Maturity ~~Account~~Date. Application of the Interim Value, ~~including~~calculation ~~any~~may ~~accrued~~result ~~interest,~~in ~~among~~a reduction of the ~~various~~Segment ~~Strategies~~Investment ~~according~~that tois ~~your~~significantly ~~initial~~larger ~~allocation~~than ~~instructions~~the withdrawal amount requested and could result in loss of principal and previously credited interest.

~~You~~The ~~may~~Interim ~~allocate~~Value ~~your~~calculation ~~Purchase~~reflects ~~Payment to one or more of the index-linked investment options (each a Strategy) that provide a rate of return, positive,~~ negative, ~~or zero, based on the performance of one or more indices (each an~~ Index) ~~over~~Performance abetween ~~period of time. No Purchase Payments beyond~~ the ~~initial~~Start ~~Purchase~~Date ~~Payment will be accepted. Each Strategy provides the potential for investment gains (Crediting Method)~~ and ~~protection against investment losses (Downside Protection). We offer Crediting Methods in~~ the ~~form~~calculation ofdate abut ~~Participation~~does ~~Rate~~not ~~and~~take ainto ~~Cap,~~account ~~and Downside Protection in the form of a Buffer or a Floor. When calculating a~~ positive ~~rate of return, the Participation Rate is the percentage of the increase in the~~ Index ~~that we apply, and the Cap is the maximum percentage of positive Index~~ Performance ~~that we will credit to a Strategy~~. ~~When~~Positive ~~calculating~~indexed ainterest ~~negative rate of return, the Buffer establishes the amount of negative Index Performance that we will absorb, and the Floor~~ is ~~maximum~~credited ~~amount~~only ofon ~~negative Index Performance that we will credit to~~ a ~~Strategy.~~Segment AMaturity ~~Strategy with a 0% floor will not be credited with negative Index Performance regardless of the amount of the negative Index Performance~~Date.

WeYou ~~only~~also ~~credit~~bear ~~interest~~a torisk orof ~~reduce~~potential ~~Strategy~~loss ~~Value~~of ~~(dollar~~principal ~~value~~and ofpreviously acredited ~~Strategy~~interest ~~before~~from ~~any~~the ~~market~~application ~~value~~of ~~adjustment~~a orMarket ~~deduction~~Value ~~for~~Adjustment aand withdrawal charge) from awithdrawals ~~Strategy~~or atsurrender ~~the end~~ of the ~~Strategy~~Contract. ~~Term~~The orwithdrawal ifcharge percentage ~~you~~starts ~~make~~at a9% ~~withdrawal~~and ordecreases ~~surrender~~to zero after the ~~Contract~~first ~~during~~six (6) Contract Years (the ~~Term~~withdrawal charge period). IfDuring ~~you~~the ~~selected~~withdrawal acharge ~~Strategy~~period, ~~with~~we will apply a ~~Buffer~~Market ~~and~~Value ~~you~~Adjustment. ~~take~~A anegative ~~withdrawal~~result ~~before~~from the ~~end~~Market ofValue ~~the~~Adjustment ~~Strategy~~formula ~~Term,~~reduces ~~you~~the ~~will~~amount you receive ~~only~~or ayour ~~portion~~Contract ofValue, ~~the~~while ~~Buffer’s~~a ~~protection,~~positive ifresult ~~Index~~from ~~performance~~the isMarket ~~negative.~~Value IfAdjustment ~~Index~~formula ~~performance~~increases isthe ~~positive,~~amount you ~~will~~receive beor ~~credited~~your ~~with~~Contract ~~only~~Value. aDuring ~~portion~~the ofwithdrawal ~~any~~charge ~~return.~~period, Inapplication ~~each~~of ~~case,~~the ~~this~~Market ~~occurs~~Value ~~because~~Adjustment ~~the~~to ~~elements~~a dowithdrawal ~~not~~request ~~fully~~or ~~vest~~a ~~until~~surrender that exceeds the ~~last~~Free ~~day~~Withdrawal ofAmount ~~the~~could ~~Strategy.~~reduce ~~You~~the ~~are~~Contract ~~always~~Value ~~fully~~to ~~vested~~less inthan the ~~Floor~~ ~~and~~amount aprotected ~~withdrawal~~by at any ~~time~~applicable ~~will~~Floor(s). ~~reflect~~For ~~any~~more ~~negative~~information ~~index~~about ~~performance~~Risk ~~down~~Factors tofor ~~the~~this ~~Floor~~Contract, see “Risk Factors” on p. 11.

WeThis ~~currently~~product ~~offer~~is ~~ten~~a ~~Strategies.~~complex Weinsurance ~~reserve~~and ~~the~~investment ~~right~~vehicle. toBefore ~~change~~you orinvest, ~~discontinue~~you ashould ~~Strategy~~speak ~~for~~with ~~renewal~~a ~~Terms,~~financial ~~but~~professional weabout ~~guarantee that~~ the ~~available~~Contract’s ~~Strategy~~features, ~~options~~benefits, ~~will~~risks ~~always~~and ~~include~~fees ~~the~~and ~~following:~~whether ~~(i) a Strategy with a 0% Floor(~~the ~~Default~~Contract ~~Strategy),~~is ~~(ii) a~~appropriate ~~Strategy~~for ~~with~~you ~~a Floor~~based ~~from -1%~~on ~~to -10%,~~your ~~and~~financial ~~(iii) a~~situation ~~Strategy with a Buffer between -10%~~ and ~~-25%~~ objectives.

Amounts allocated to any Strategy 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 Strategy. If you take a withdrawal or surrender the Contract, we will apply a Market Value Adjustment (MVA) and, if applicable, a withdrawal charge, which may reduce the amount you receive and could result in loss of principal and previously credited interest. Because of the MVA, we may increase or decrease the amount of proceeds payable to you from withdrawals from the Strategies. The MVA applies to the amount withdrawn or surrendered in excess of the annual Free Withdrawal Amount. Application of the 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).

For more information about Risk Factors for this Contract, see “Risk Factors” on p. 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 withdrawal charge starts as 9% of the amount withdrawn or surrendered (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, 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.

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. 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.

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 isare 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~~Protective® ~~has~~Market Defender Annuity is not ~~approved~~a deposit or ~~disapproved~~obligation ~~these~~of, ~~securities~~or guaranteed by, any bank or ~~passed~~financial ~~upon~~institution. It is not insured by the ~~adequacy~~Federal ofDeposit ~~this~~Insurance ~~Prospectus.~~Corporation ~~Any~~or ~~representation~~any other government agency, and it is subject to investment risk, including the ~~contrary~~possible isloss aof ~~criminal~~principal ~~offense~~and previously credited interest.

The ~~date~~Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is ~~May 1,~~a ~~2023~~criminal offense.

~~Table~~The date of ~~Contents~~this Prospectus is May 1, 2024

TABLE OF CONTENTS

DEFINITIONS			13
SUMMARY			46
Key Features of Your Contract			8
Risk Factors			11
Other Important Information you Should Know			1514
HOW YOUR CONTRACT WORKS			16
Purchasing the Contract			16
Use of the Contract in Qualified Plans			1918
Allocating your Purchase Payments			1918
Holding Account			20
Declared Rate Account			19
Strategies			2120
Effect of an Emergency Close			2228
ACCESSING YOUR MONEY			3329
Withdrawals and Surrenders			3329
Surrender and Withdrawal Restrictions			3731
Suspension or Delay in Payments			3832
DEATH BENEFIT			3933
Payment of the Death Benefit			4133
Continuation of the Contract by a Surviving Spouse			4234
Escheatment of Death Benefit			4234
CHARGES AND DEDUCTIONS			4336
Market Value Adjustment			4336
Withdrawal Charge			4437
Premium Taxes			4639
Other Information			4639
ANNUITY PAYMENTS			4740
Annuity Date			4740
Annuity Income Payments			4740
Annuity Options			4740
Minimum Amounts			4841
Death of Annuitant or Owner After Annuity Date			48
Death of an Annuitant or Owner After Annuity Date			41
FEDERAL TAX MATTERS			4942
Introduction			4942
Protective’s Tax Status			4942
TAXATION OF ANNUITIES IN GENERAL			5043
QUALIFIED RETIREMENT PLANS			5347
FEDERAL INCOME TAX WITHHOLDING			5952
THE “NON-UNITIZED” SEPARATE ACCOUNT			6053
LEGAL PROCEEDINGS			6154
EXPERTS			6255
LEGAL MATTERS			6255
REGISTRATION STATEMENT			6255
GENERAL MATTERS			6255
DISTRIBUTION OF THE CONTRACTS			6557
CEFLI			67
THE COMPANY			67

Table of Contents


CEFLI			59
THE COMPANY			59
RISK FACTORS			68
DIRECTORS AND EXECUTIVE OFFICERS			91
FINANCIAL INFORMATION			119
FINANCIAL STATEMENTS			F-1
APPENDIX A			A-1
APPENDIX B			B-1
APPENDIX C			C-1
APPENDIX D			D-1

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~~2

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).

Allocation Options: The options to which you may allocate Purchase Payments or transfer Contract Value under this Contract. The Declared Rate Account is the default Allocation Option. You must provide us with instructions if you want to make an allocation to one of the Strategies.

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 wewill ~~use~~be credited to ~~determine~~a ~~Strategy~~Segment ~~Performance~~over its Term.

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~~the ~~first~~Issue ~~Strategy Start~~ Date in each subsequent calendar year.

Contract ~~Base~~Value: ~~The~~On any day before the Annuity Date, the sum of the ~~Strategy~~value ~~Base(s) at~~in the ~~end~~Declared Rate Account, plus the Segment values of ~~each~~all ~~Business~~the ~~Day~~Guaranteed Interest Segments, plus the Segment Values of all the Indexed Segments. Depending upon the date the Contract Value is being determined, the Segment Value of an Indexed Segment can be either its Interim Value or its Maturity Value.

Contract ~~Value~~ Year: AtThe ~~the~~12-month ~~end~~period ofbeginning ~~each~~on ~~Business Day,~~ the ~~Contract~~Issue ~~Value~~Date ~~is either (i) the Holding Account Value;~~ or ~~(ii) the~~any ~~sum~~Contract ~~of all the Strategy Values~~Anniversary.

~~Contract Year~~Crediting Method: The ~~approximate~~specific ~~12-month~~interest ~~period~~credit ~~beginning~~calculation onmethod(s), in the ~~Contract’s~~form ~~first~~of ~~Strategy~~a ~~Start~~Participation ~~Date~~Rate and/or ~~ending~~Cap, onthat ~~the~~applies ~~same~~to ~~relative month~~an ~~and~~Indexed ~~day in each subsequent calendar year~~Strategy.

~~Crediting~~Declared ~~Method~~Rate Account: ~~The~~An ~~specific~~account ~~interest~~designed ~~credit~~to ~~calculation~~receive ~~method(s),~~and inhold Purchase Payments and the ~~form~~Maturity Value of aSegments ~~Participation~~until ~~Rate~~we ~~and/or~~receive ~~Cap,~~further ~~that~~allocation ~~applies~~instructions tofrom ~~a Strategy~~you.

~~Default~~Downside ~~Strategy~~Protection: AThe ~~Strategy with a 0%~~specific Floor ~~that~~applicable ~~uses~~to ~~the~~an ~~same~~Indexed ~~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.

1Floor: The maximum negative Index Performance that we may use to determine the Segment Return Amount. The Floor is the maximum Index percentage loss you can experience over the Segment’s Term, even if negative Index Performance exceeds that percentage.

~~Table~~Free ofWithdrawal ~~Contents~~Amount: The amount that may be withdrawn each Contract Year without being subject to the Market Value Adjustment or withdrawal charges. The available free withdrawal amount is calculated for each withdrawal requested.

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.3

~~Free~~Good ~~Withdrawal~~Order ~~Amount~~(“good order”): ~~The~~A ~~amount~~request ofor ~~Contract~~transaction ~~Base~~generally ~~that~~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 ~~withdrawn~~rejected ~~each~~or ~~Contract Year~~delayed ~~without~~if ~~being~~not ~~subject~~in Good Order. Good Order generally means the actual receipt by us of the instructions relating to the ~~Market~~request ~~Value~~or ~~Adjustment~~transaction ~~and~~in writing (or, ifwhen ~~applicable~~permitted, by telephone or Internet as described in the ~~withdrawal~~Prospectus) ~~charge~~along with all forms, information and supporting legal documentation we require to effect the instruction or transaction. The ~~available~~specific ~~free~~requirements ~~withdrawal~~for ~~amount~~Good isOrder ~~calculated~~ for ~~each~~particular ~~withdrawal~~transactions ~~requested~~are discussed in the relevant section of the Prospectus.

~~Good~~Guaranteed ~~Order~~Interest ~~(“Good Order”)~~Segment: A ~~request~~Segment orthat ~~transaction~~uses ~~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~~Guaranteed ~~transaction~~Interest 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 transactionStrategy. 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~~Guaranteed ~~Account~~Interest Strategy: A ~~temporary~~Strategy ~~account~~where ~~used~~we tocredit ~~receive~~a ~~and~~specified ~~hold~~rate ~~the Purchase Payment (or portions~~ of ~~the~~interest ~~Purchase~~declared ~~Payment)~~in ~~until~~advance ~~being~~for ~~allocated~~a toSegment ~~one~~that orwill ~~more~~not ~~Strategies~~change ~~according~~during tothe ~~your~~Term ~~allocation~~of ~~instructions~~the Segment.

~~Holding~~Index ~~Account Value~~Performance: The ~~Purchase~~measure ~~Payment~~of wethe percentage ~~receive~~increase ~~plus~~or ~~any~~decrease ~~accrued~~in ~~interest~~the Indexed Strategy’s reference Index between two points in time.

~~Index~~Indexed ~~Performance~~Segment: ~~The percentage~~A ~~change~~Segment ~~(increase~~that oruses ~~decrease)~~an inIndexed ~~the~~ Strategy~~’s Index between two points in time~~.

~~Issue~~Indexed ~~Date~~Strategy: ~~The~~A ~~Business~~Strategy ~~Day~~comprised as of ~~which~~one weof ~~credit~~ the ~~Purchase~~Indices ~~Payment~~offered ~~(or~~with ~~the~~your ~~first~~Contract, ~~portion~~as ofwell itas ~~that~~specific weCrediting ~~receive~~Method(s) ~~to the Contract~~ and ~~the~~Downside ~~date the Contract takes effect~~Protection.

~~Maturity~~Interim ~~Date~~Value: The ~~date~~value of an Indexed Segment on ~~which~~any aday ~~Strategy~~other isthan ~~scheduled~~its toStart ~~end~~Date and its Maturity Date.

~~Maturity~~Issue ~~Value~~Date: The ~~value~~date as of awhich ~~Strategy~~we oncredit ~~its~~the ~~Maturity~~initial ~~Date~~Purchase Payment to the Contract and the Contract takes effect.

~~Market~~Maturity ~~Value Adjustment (“MVA”)~~Date: ~~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~~on ~~take~~which a ~~withdrawal~~Segment oris ~~surrender~~scheduled 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~~end.

~~MVA~~Maturity ~~Period~~Value: ~~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~~value ~~MVA Period is the first six (6) Contract Years. Following the initial MVA Period~~ of ~~six~~a ~~(6) Contract Years,~~Segment ~~the~~on ~~MVA~~its ~~Period~~Maturity ~~is one (1) Contract Year and automatically renews each Contract Anniversary~~Date.

~~Participation~~Market ~~Rate~~Value Adjustment (“MVA”): ~~One~~An ofadjustment that we will make to your Contract Value if you take a withdrawal, or to the ~~Strategy~~amount ~~Elements~~we pay you if you surrender the Contract, during the withdrawal charge period. The ~~specified percentage~~MVA helps offset our costs and risks of ~~Index~~owning ~~Performance~~fixed income and other investments used to back the guarantees under your Contract from the Issue Date to the date you take a withdrawal or surrender the Contract. The MVA may be either negative or positive. This means that the MVA may decrease or increase the remaining Contract Value or the amount we ~~use~~withdraw from your Contract Value to ~~calculate~~pay ~~Strategy~~your ~~Performance~~withdrawal request or the amount we pay you if you surrender the Contract.

~~Purchase~~Participation ~~Payment~~Rate: ~~The~~A ~~amount~~specified percentage ~~paid~~of byIndex ~~the~~Performance ~~Owner~~that ~~and~~we ~~accepted~~use byto calculate the ~~Company~~Segment asReturn ~~consideration for this Contract~~Amount.

Purchase Payment: The amount(s) 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.

2Segment: An allocation option under your Contract with a specific Term and Strategy to which you may allocate some or all of your Contract Value.

~~Table~~Segment ofInvestment: ~~Contents~~The amount allocated initially to establish a Segment on its Start Date subsequently adjusted by any withdrawals from that Segment, including applicable withdrawal charges and Market Value Adjustments, if any.

Start Date: The date on which a Strategy is established. Start Dates occur on the first and third Wednesday of each month,that is also a Business Day. If the first or third Wednesday of a month is not a

Business Day, the Start Date will be the following Business Day.

Strategy: A specifically defined method for calculating the gain or loss attributable to each allocation you make under the Contract. A Strategy is defined by its Strategy Elements.

Strategy Base: The amount allocated to establish a Strategy on its Start Date, minus an adjustment for subsequent withdrawals.

Strategy Elements: A Strategy’s Term, Crediting Method (it’s Participation Rate and, if applicable, Cap), and Downside Protection (Buffer or Floor).

Strategy Performance: Index Performance after applying the Strategy Elements and Vesting Factor. Strategy Performance generally limits the Index Performance that is applied when calculating the Strategy Value.

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.

Table of Contents

SUMMARY

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

Purchasing the Contract

We will issue the Contract once we receive the minimum Purchase Payment amount. We will hold your Purchase Payment in the Holding Account, unless we 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 the Holding Account, and credit interest daily. Each additional portion will be applied to the Holding Account when we receive it. We must receive all remaining portions of your Purchase Payment within 60 days of the date we issue the Contract, and we will not accept any additional portions after that 60 day period. The interest rate for the Holding Account is declared in advance but may change from time to time in our sole discretion, subject to the minimum interest rate. Interest credited to the Holding Account will always be positive and is paid by Protective Life and subject to our claims paying ability. For more information on factors relevant to our claims paying ability, please refer to the “Risk Factors” section.

Establishing your Strategies

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

The Contract offers 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.

~~Table~~Segment ofReturn ~~Contents~~Amount: The amount added to, or subtracted from, your Segment Investment to determine your Interim Value on a Business Day or your Maturity Value on the Segment Maturity Date.

~~You~~Segment Value: The value of a Segment at the end of each day. Depending upon the date, the Segment Value of an Indexed Segment can ~~obtain~~be either its Interim Value or its Maturity Value. For information on how we calculate the ~~Crediting~~Segment ~~Methods~~Value, ~~and~~see ~~Downside~~“Segments ~~Protection~~using ~~associated~~a ~~with~~Guaranteed ~~each~~Interest Strategy ~~the~~(“Guaranteed ~~following~~Interest ~~ways:~~Segment”)” and “Segments using an Indexed Strategy (“Indexed Segment”).”

~~•Directly~~Start ~~from~~Date: usThe bydate ~~calling~~on ~~1-800-456-6330;~~which a Segment is established. They occur on the first and third Wednesday of each month, that is also a Business Day. If the first or third Wednesday of a month is not a Business Day, the Start Date would be the following Business Day.

~~•On~~Strategy: ~~our~~An ~~website~~Allocation atOption ~~www.myaccount.protective.com;~~with a specifically defined method for calculating the amount of interest credited to — or amount deducted from — Segments established using the Strategy. We offer two categories of Strategies: Guaranteed Interest Strategies and Indexed Strategies.

~~•From~~Surrender Value: The amount you are entitled to receive under the ~~financial~~Contract ~~professional~~in ~~who~~the ~~sold~~event orthe ~~services~~Contract ~~your~~is terminated prior to the Annuity Date. The Surrender Value of the Contract is equal to: (1) the Declared Rate Account Value; (2) plus Guaranteed Interest Segment Values; (3) plus Indexed Interest Segment Values (Interim Value or Maturity Value, as applicable); (4) adjusted for any Market Value Adjustment; (5) less any withdrawal charge.

~~Crediting~~Term: ~~Methods~~The duration of a Segment which is generally the one (1) year period from the Segment Start Date to its Maturity Date.

~~The~~Written ~~Crediting~~Notice: ~~Method~~A ~~creates~~notice ~~potential~~or ~~for~~request ansubmitted ~~investment~~in ~~gain~~writing ~~and is provided~~ in ~~the~~a form ofsatisfactory ~~a Participation Rate and/or a Cap. The Participation Rate is a specified percentage of positive Index Performance used~~ to ~~calculate~~the ~~Strategy~~Company ~~Performance.~~that ~~The~~we ~~Cap~~receive ~~establishes~~at the ~~maximum percentage~~Administrative ofOffice ~~positive~~via ~~Index~~U.S. ~~Performance~~postal ~~that~~service ~~may~~or benationally ~~used~~recognized toovernight ~~calculate~~delivery ~~Strategy Performance~~service. ~~The~~Please ~~Participation~~note ~~Rate~~that ~~and~~we ~~Cap~~use ~~will never be less than~~ the ~~minimum~~term ~~Participation~~“written ~~Rate~~notice” ~~and minimum Cap we identify~~ in ~~the~~lower ~~narrative~~case ~~following~~to ~~the~~refer ~~chart~~to ata ~~the~~notice ~~end~~that ofwe ~~this~~may ~~Summary.~~send Weto ~~guarantee the minimum Caps and Participation Rates for the life of the Contract~~you.

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,

~~Table of Contents~~SUMMARY

~~when~~The ~~requesting~~Protective® Market Defender Annuity is a ~~withdrawal~~limited flexible premium deferred annuity contract issued by Protective Life. We only accepted Purchase Payments that we received, or ~~surrender~~orders that were initiated, on or before the ~~end~~earlier of a(1) the ~~Term.~~first ~~Please~~Contract ~~see~~Anniversary, ~~page~~and (2) 29 the 86th birthday of the oldest Owner or Annuitant. This restriction on the acceptance of Purchase Payments limits your ability to increase your Contract Value or the Death Benefit under the Contract, employ dollar cost averaging strategies, or make additional contributions to a Qualified Contract, including periodic contributions to an employer-sponsored retirement plan or an IRA. (See “~~Vesting~~QUALIFIED ~~Factor~~RETIREMENT PLANS.”). ~~for~~We aare ~~schedule~~no ~~that~~longer ~~quantifies~~accepting ~~the~~Purchase ~~Vesting Factor~~Payments.

~~Withdrawals~~You may allocate your investment in the Contract among the Declared Rate Account, Guaranteed Interest Strategies and ~~Surrenders~~Indexed Strategies (collectively, the “Allocation Options”). We credit Contract Value allocated to the Declared Rate Account with a rate of interest we declare in advance and which we may change from time to time in our sole discretion. We also credit interest to Contract Value allocated to a Guaranteed Interest Strategy based on a specified rate of interest we declare in advance and guarantee for the one-year term of a Guaranteed Interest Segment. We credit interest to your investment in the Declared Rate Account and the Guaranteed Interest Strategies daily and will not credit a rate of interest for the Declared Rate Account or a Guaranteed Interest Strategy below the minimum rate of interest we identify for that Allocation Option on the Schedule Page of your Contract. See the minimum interest rates set forth in “Declared Rate Account” and “Guaranteed Interest Strategy.” The Contract offers Indexed Strategies that credit interest based in part on the performance of a broad based securities index (an “Index”) for an Indexed Segment over a one-year term.

IfInterest ~~you~~credited ~~make~~to ayour ~~withdrawal~~investment orin ~~surrender~~ the ~~Contract,~~Declared weRate Account will ~~apply~~always abe ~~Market~~positive ~~Value~~and ~~Adjustment~~is topaid ~~any~~by ~~withdrawal~~Protective orLife ~~surrender~~and ~~that~~subject ~~exceeds~~to ~~the~~our ~~Free~~claims ~~Withdrawal~~paying ~~Amount~~ability. IfWe ~~interest~~refer ~~rates~~to at the ~~time~~interest ofwe ~~the~~credit ~~withdrawal~~for ~~are~~a ~~higher~~Guaranteed ~~than~~Interest atSegment ~~the~~or ~~start~~credit ofor ~~the~~deduct ~~MVA~~for ~~Period,~~an ~~the~~Indexed ~~MVA~~Segment ~~will~~as bethe ~~negative~~Segment Return Amount. ~~Conversely,~~The ifSegment ~~interest~~Return ~~rates~~Amount atfor ~~the~~a ~~time~~Guaranteed ofInterest ~~the~~Segment ~~withdrawal~~will ~~are~~always ~~lower~~be ~~than~~positive atwhile the ~~start~~Segment ofReturn ~~the~~Amount ~~MVA~~for ~~Period,~~an ~~the~~Indexed ~~MVA~~Segment ~~will~~may be positive. Aor negative. ~~result~~Segment ~~from~~Return ~~the~~Amounts ~~Market~~are ~~Value~~paid ~~Adjustment~~by ~~formula~~Protective ~~reduces~~Life ~~the~~and ~~amount~~subject ~~you~~to ~~receive~~our orclaims ~~your~~paying ~~remaining~~ability. ~~Contract~~We ~~Value,~~calculate ~~while a positive result from~~ the ~~Market~~Segment ~~Value~~Return ~~Adjustment~~Amount ~~formula~~for ~~increases~~an ~~the~~Indexed ~~amount~~Segment ~~you~~based ~~receive~~on orchanges ~~your~~in ~~remaining Contract Value. During~~ the ~~last month~~value of ~~any MVA Period,~~ the ~~MVA~~Index isreferenced ~~zero~~by ~~and~~the ~~will~~Indexed ~~have~~Strategy. noCurrently ~~effect on~~ the ~~amount~~Indexed ~~you~~Strategies ~~receive~~calculate orinterest ~~your~~based ~~remaining~~on ~~Contract~~the ~~Value.~~S&P ~~Because~~500® ofPrice ~~the~~Return ~~MVA,~~Index we(“S&P ~~may~~500 ~~increase~~Index”) orand ~~decrease~~ the ~~amount~~MSCI ofEAFE ~~proceeds~~Price ~~payable~~Return toIndex ~~you~~(“MSCI ~~from~~EAFE ~~withdrawals from the Strategies~~Index”).

~~Generally,~~We ~~any~~offer ~~negative~~Indexed ~~MVA,~~Strategies ~~and~~that ~~therefore~~differ based on the ~~amount~~available weCrediting ~~deduct~~Method ~~from~~and Downside Protection that provide potential for investment gains and limitations on investment losses. A Crediting Method is provided in the ~~amount~~form ~~you~~of ~~receive~~a Participation Rate and/or ~~your~~a ~~remaining~~Cap ~~Contract~~and ~~Value~~Downside ~~when~~Protection ~~applying~~is provided in the ~~MVA,~~form ~~will~~of bea ~~greater~~Floor. ifEach ~~you~~Indexed ~~request~~Strategy is composed of a Floor ~~withdrawal~~and orParticipation ~~surrender~~Rate ~~early~~and ~~during~~may aninclude ~~MVA~~a ~~Period~~Cap. We will always offer at least one Indexed Strategy with a Floor between 0% and -10%; however, ~~especially~~we ~~during~~reserve the ~~initial~~right ~~MVA~~to ~~Period~~stop offering other Indexed Strategies.

~~Application~~The Floor ofestablishes a ~~negative~~limit ~~MVA~~on tothe alevel ~~withdrawal~~of ~~request~~negative orIndex aPerformance ~~surrender~~ that ~~exceeds~~may ~~the~~be ~~Free~~used ~~Withdrawal Amount could reduce the Contract Value~~ to ~~less~~calculate ~~than~~a ~~the~~negative ~~amount~~Segment ~~protected~~Return byAmount ~~any applicable Buffer(s) or Floor (s). The initial MVA Period is the first six (6) Contract Years. Withdrawals and surrenders~~ that ~~exceed~~results ~~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~~reduction ~~charge~~of ~~and~~Segment ~~any applicable premium tax, in addition to the Market~~ Value ~~Adjustment~~. The ~~withdrawal~~Participation ~~charge percentage~~Rate is a ~~maximum~~specified percentage of 9%positive onIndex ~~the~~Performance ~~amount~~used ~~of Contract Base that you withdraw, in excess of the Free Withdrawal Amount, and the percentage decreases~~ to ~~zero~~calculate ~~after~~ the ~~initial~~Segment ~~MVA~~Return ~~Period~~Amount. ~~Following~~The ~~the~~Cap ~~initial~~establishes ~~MVA Period of six (6) Contract Years,~~ the ~~MVA Period is one (1)~~maximum ~~Contract Year~~percentage ~~and~~of ~~automatically~~positive ~~renews~~Index ~~each~~Performance ~~Contract~~that ~~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~~used to ~~the~~calculate ~~amount we withdraw to satisfy your request, which means~~ the ~~amount~~Segment ofReturn ~~the~~Amount ~~withdrawal~~for ~~charge,~~an ifIndexed ~~applicable, will also increase~~Segment.

~~Note:~~We ~~The~~establish ~~application of~~ the ~~withdrawal~~Floor, ~~charge~~Participation Rate and~~/or~~ ~~MVA~~Cap, toif aapplicable, ~~withdrawal~~for oran ~~surrender~~Indexed ~~request~~Segment ~~that~~prior ~~exceeds~~to the ~~Free~~Start ~~Withdrawal~~Date ~~Amount~~for ~~could~~the ~~reduce~~Indexed ~~the~~Segment. ~~Contract~~The ~~Value~~Participation orRate ~~Surrender~~and ~~Value~~Cap towill never be less than the ~~amount~~minimum ~~protected~~Participation byRate and Cap we establish for each Indexed Strategy with the ~~Buffer(s) or~~same ~~Floor(s)~~Crediting Method and Downside Protection. We guarantee the minimum Caps and Participation Rates for the life of the Contract.

Amounts allocated to any Indexed Strategy will fluctuate in value based on the performance of the Index, Crediting Method and Downside Protection of the Strategy that you select. You may lose money that you allocate to an Indexed Strategy. Depending on the performance of the Index, the Crediting Method, and the Downside Protection of the Strategy you select, such loss may be significant. If you have one or more Indexed Segments and you make a withdrawal from an Indexed Segment or surrender the Contract before the Segment Maturity Date, we

will apply an Interim Value calculation, which reflects negative Index Performance between the Start Date and the calculation date but does not take into account positive Index Performance. Positive indexed interest is credited only on a Segment Maturity Date. The Interim Value may be less than the Segment Investment and may be less than the amount you would receive had you held the investment until the Segment Maturity Date. Application of the Interim Value calculation may result in a reduction of the Segment Investment that is significantly larger than the withdrawal amount requested and could result in loss of principal and previously credited interest. Whether the Interim Value calculation is applied to the amount withdrawn or the remaining Segment Investment depends on whether you request a “gross” withdrawal or a “net” withdrawal. For an explanation on how we calculate “gross” withdrawals and “net” withdrawals, see “Withdrawal Value” in the “ACCESSING YOUR MONEY” section.

Withdrawals from the Declared Rate Account, Guaranteed Interest Strategies and Indexed Strategies during withdrawal charge period will be subject to a withdrawal charge and Market Value Adjustment, which may reduce your Contract Value or the amount you receive from the requested withdrawal.

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.

Table of Contents

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.

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

DECLARED RATE ACCOUNT

HOLDING ACCOUNT


Minimum Guaranteed Interest Rate
	1	%

~~STRATEGIES~~GUARANTEED INTEREST STRATEGY

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)	%


Minimum Guaranteed Interest Rate
	1	%

~~For~~INDEXED 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%. Strategy Performance will never exceed the Cap, even if Index Performance multiplied by the Participation Rate is greater than the Cap. For Strategies without a Cap, the STRATEGIES


Index	Current Floor		Minimum Participation Rate		Minimum Cap
S&P 500	-5	%	100	%	2	%
S&P 500	-10	%	100	%	3	%
S&P 500	-20	%	100	%	5	%
MSCI EAFE	-5	%	100	%	2	%
MSCI EAFE	-10	%	100	%	3	%
MSCI EAFE	-20	%	100	%	5	%

Table of Contents

Key Features of Your Contract

Your Contract

The Contract

The Protective® Market Defender Annuity is a limited flexible premium deferred annuity contract with fixed and index-linked features.

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 an initial Purchase Payment through the broker-dealer you have selected. (See “Issuance of a Contract.”)

Purchasing the Contract

Purchase Payment

The minimum initial Purchase Payment is $25,000. The minimum amount of any subsequent Purchase Payment is $5,000. Our prior approval is required for Purchase Payments that total more than $1,000,000. We only accepted Purchase Payments received, or orders initiated, on or before the earlier of (1) the first Contract Anniversary, and (2) the 86th birthday of the oldest Owner or Annuitant. We are no longer accepting Purchase Payments.

Issue Age

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

Right to Cancel

Allocating Your Contract Value

Declared Rate Account

The Declared Rate Account is an account designed to receive and hold Purchase Payments and the Maturity Value of Segments for which we have not received an allocation instruction. The interest rate for the Declared Rate Account is declared in advance, but is not guaranteed for any specific period of time. Please consult your financial advisor for information on the current interest rate for the Declared Rate Account.

Guaranteed Interest Strategy

Under a Guaranteed Interest Strategy, we credit interest to the Contract Value allocated to a Segment based on a specified rate of interest that we declare in advance and guarantee for the Term of the Segment. For new Segments, we may change the interest rate for each Guaranteed Interest Strategy, subject to the minimum guaranteed interest rate. Please consult your financial advisor for information on the current interest rate for the Guaranteed Interest Strategy.

Participation Rate may be greater than but will never be less than 50%. A Strategy with a 50% Participation Rate will only be credited with 1/2 of any positive Index Performance on the Maturity Date.

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.

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Indexed Strategy

Under an Indexed Strategy, we credit interest to, or deduct an amount from, a Segment based, in part, upon the performance of one of the market Indices over the Term of the Segment, as described in this Prospectus. The actual amount of the interest credited, or the amount deducted from, an Indexed Segment will depend upon the Crediting Method and Downside Protection that you choose. We offer Crediting Methods in the form of a Participation Rate and/or a Cap and Downside Protection in the form of a Floor. We are currently offering Floor options of -5%, -10%, and -20%. For new Segments, we may change the Floor, Cap or Participation Rate applicable to each Indexed Strategy, subject to the minimum Cap and Participation Rate. We will always offer at least one Indexed Strategy with a Floor between 0% and -10%; however, we reserve the right to stop offering other Indexed Strategies. You can obtain information on the Crediting Methods and Downside Protection associated with each Indexed 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 advisor who sold or services your Contract.

Term

The one (1) year period from the Start Date to the Maturity Date of a Guaranteed Interest Segment or an Indexed Segment.

Index

For Indexed Strategies, the current indices we offer are the S&P 500 Price Return Index and the MSCI EAFE Index.

Transfers

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

Determining the Value of Your Contract

Contract Value

On any day before the Annuity Date, the sum of the value in the Declared Rate Account, plus the Segment Values of all the Guaranteed Interest Segments, plus the Segment Values of all the Indexed Segments. Depending upon the date the Contract Value is being determined, the Segment Value of an Indexed Segment can be either its Interim Value or its Maturity Value.

Interim Value

The value of your Segment Investment allocated to an Indexed Segment after the Segment Start Date but before the Maturity Date. See “Determining the Value of a Segment”. If you have one or more Indexed Segments and you make a withdrawal from an Indexed Segment or surrender the Contract before the Segment Maturity Date, we will apply an Interim Value Calculation, which reflects negative Index Performance between the Start Date and the calculation date but does not take into account positive Index Performance. The Interim Value may be less than the Segment Investment and may be less than the amount you would receive had you held the investment until the Segment Maturity Date. Application of the Interim Value calculation may result in a reduction of the Segment Investment that is significantly larger than the withdrawal amount requested and could result in loss of principal and previously credited interest. Positive indexed interest is credited only on a Segment Maturity Date.

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.

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Maturity Value

The value of your Segment Investment plus or minus your Segment Return Amount on the Segment Maturity Date. For Guaranteed Interest Segments, your Segment Return Amount will depend on the rate of interest we credit for the Term of the Guaranteed Interest Segment. For Indexed Segments, your Segment Return Amount may be positive or negative depending on the value of the relevant Index on the Segment Start Date and the Segment Maturity Date. See “Determining the Value of a Segment”. Because the performance of an Index is calculated on the Segment Maturity Date Segment, you may experience negative Index Performance even if the Index has experienced gains through some, or most, of the Term.

Accessing Your Money

Withdrawals and Surrenders

To determine the Surrender Value of your Contract, we add the values of the Declared Rate Account, Guaranteed Interest Segment Values and the Indexed Segment Values (Interim Value or Maturity Value, as applicable) adjusted for any Market Value Adjustment and any applicable withdrawal charge. We will then apply any applicable premium tax, and any required or requested tax withholding. Withdrawals and surrenders that exceed the Free Withdrawal Amount in the first six (6) Contract Years (the withdrawal charge period) are subject to a withdrawal charge, Market Value Adjustment, and any applicable premium tax. The withdrawal charge percentage is 9% for the first Contract Year and decreases to zero at the end of the withdrawal charge period. During the withdrawal charge period, application of the Market Value Adjustment (MVA) and the withdrawal charge to a withdrawal request that exceeds the Free Withdrawal Amount could reduce the Contract Value to less than the amount protected by any applicable Floor(s).

If you make a withdrawal from a Segment or surrender the Contract before the Maturity Date, we calculate the Interim Value of the Segment(s), which reflects negative Index Performance between the Start Date and the calculation date but does not take into account positive Index Performance. The Interim Value calculation may result in a reduction of the Segment Value and Segment Investment that is significantly larger than the withdrawal amount requested. Withdrawals will reduce the amount of the death benefit. Withdrawals and surrenders may be subject to federal and state income taxes and, if taken before age 591/2, an additional 10% tax.

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 the withdrawal charge period. It can decrease, increase, or have no effect on the amount we deduct from your Contract Value or the amount you receive from your withdrawal request when processing a withdrawal.

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.

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Accessing Your Money

Withdrawal Charges and Premium Taxes

We will apply an MVA and assess a withdrawal charge, if you withdraw or surrender all or a portion of your Contract Value from the Contract, in excess of the Free Withdrawal Amount, before the end of the withdrawal charge period. In determining the amount of the withdrawal charge, we multiply the amount of Contract Value withdrawn, in excess of the Free Withdrawal Amount, adjusted by the MVA, by the applicable withdrawal charge percentage. If the MVA is positive, it will increase the amount of the withdrawal charge while a negative MVA will decrease the amount of the withdrawal charge. The maximum withdrawal charge percentage under the Contract is 9%. We will deduct any applicable state premium tax from Purchase Payments or Contract Value if premium taxes apply to your Contract. See “CHARGES AND DEDUCTIONS”. For an example of how we calculate the amount you receive when you make a withdrawal or surrender your Contract during a Segment, see Appendix A to this Prospectus.

Death Benefit

The death benefit included with the Contract is the greater of:

•The value of the Declared Rate Account plus the Segment Value of all the Guaranteed Interest Segments and the Segment Investment of the Indexed Segments (does not include Interim Value); or

•The Contract Value plus the MVA, but only if the MVA would increase the death benefit. The amount of the death benefit is reduced by any applicable premium tax.

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.

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.

Risk Factors

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

•Liquidity Risk — The Contract is intended to be a long-term investment that you may use to help save for retirement; it is not designed for short-term investing. While you are always permitted to take withdrawals or surrender the Contract at any time, a surrender or withdrawal in excess of the Free Withdrawal Amount at any time during anthe ~~MVA~~withdrawal ~~Period~~charge period is subject to a withdrawal charge and, if applicable, a Market Value Adjustment. A ~~surrender~~withdrawal or ~~withdrawal~~surrender inmay also be subject to federal and state income taxes and, if taken before age 591/2, an additional 10% tax.

•Risk of Loss — There is a risk of substantial loss of your Segment Investment depending upon the Indexed Strategy(ies) to which you allocated your Contract Value. Negative Index Performance may cause your Segment Return Amount to be negative down to the amount of the Floor. If the selected Index related to a Strategy declines, you will bear the portion of the loss down to the amount of the Floor.

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

If you make a withdrawal from a Segment or surrender the Contract before the Segment Maturity Date, we calculate the Interim Value of the Segment(s). In addition, withdrawals and surrenders during the withdrawal charge period, which is the first six (6) Contract Years, are subject to a withdrawal charge and Market Value Adjustment. You may lose principal and previously credited interest when we calculate the Interim Value and apply the MVA and withdrawal charge, even if Index Performance has been positive. In an increasing interest rate environment, the MVA could reduce the amount received to less than the protection provided by the Floor.

~~Table~~•Limitation on Allocations among Strategies — You may re-allocate your Contract Value among available Indexed Strategies and Guaranteed Interest Strategies only if the Segment Maturity Date occurs before the Annuity Date. For new Segments, we may change the Floor, Cap or Participation Rate applicable to each Indexed Strategy and the interest rate for each Guaranteed Interest Strategy. Not less than 30 days before the Maturity Date for a Segment, we will advise you of ~~Contents~~the upcoming Maturity Date and you may provide us instructions for allocation of the Maturity Value. The notice we send will include a description of the maturing Segment’s Strategy, Term, Crediting Method and Downside Protection and how to obtain information on the interest rate for the Guaranteed Interest Strategy and the Crediting Method(s) and Downside Protection for each Indexed Strategy that will be offered on the upcoming Segment Start Date. Because the notice will be sent to you well in advance of the Maturity Date, the notice will not include the Maturity Value for the Segment nor will it provide information on the Strategies that will be offered at that time. On the Start Date, the Company will establish new Segments that you can invest in by allocating Purchase Payments made during the first Contract Year, by allocating balances in the Declared Rate Account, or by allocating Maturity Value from a maturing Segment. Two weeks prior to these Segment Start Dates, the Company will declare the interest rate for the Guaranteed Interest Strategy and the Crediting Method(s) and Downside Protection for each Indexed Strategy that will be offered on the upcoming Segment Start Date. You may obtain this information the following ways:

~~excess~~•Directly offrom ~~the~~us ~~Free~~by ~~Withdrawal~~calling 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.1-800-456-6330;

•~~Risk~~On ofour ~~Loss —~~website ~~There~~at ~~is a risk of substantial loss of your investment depending upon the performance of the Strategy(ies) to which you allocated your Contract Value~~www.myaccount.protective.com; ~~Negative Index Performance may cause your Strategy Performance to be negative down to the amount of the Floor~~ or ~~in excess of the Buffer.~~

As•From ~~an example using a Strategy with a Floor, assume on a Start Date you invest $10,000 in an S&P 500 Strategy with a -10% Floor. On~~ the ~~Maturity~~financial ~~Date,~~advisor ~~the~~who ~~S&P~~sold ~~500~~or ~~Index~~services ~~is down -15%. As a result,~~ your ~~Strategy Performance is -10% and the Strategy will have a Maturity Value of $9,000~~Contract.

AsSome anIndexed ~~example~~Strategies ~~using~~may anot ~~Strategy~~be ~~with~~offered ain ~~Buffer~~the future, ~~assume~~and onyou aassume ~~Start~~the ~~Date~~risk ~~you~~that ~~invest~~the ~~$10~~new Floor,~~000~~ inCap anand ~~S&P~~Participation ~~500~~Rate for each Indexed Strategy ~~with~~and ~~a -10%~~interest ~~Buffer.~~rate Onfor each Guaranteed Interest Strategy may be less favorable than the ~~Maturity~~Floor, ~~Date~~Participation Rate and Cap, ~~the~~if ~~S&P~~applicable, ~~500~~or ~~Index~~interest israte ~~down -15%~~under your current Segment. AsYou awill ~~result,~~have the choice of allocating your Contract Value to the Guaranteed Interest Strategy ~~Performance~~with ~~is -5%~~the new interest rate or an Indexed Strategy with the new Participation Rate, Cap, if applicable, and Floor with the same Index or a different Index. If you do not inform us that you want to move your Contract Value to a Strategy, either through previously established automatic renewal instructions or new allocation instructions, we will ~~have~~allocate ayour ~~Maturity~~Contract Value ofto $9the Declared Rate Account. If you choose to make a withdrawal or surrender your Contract,~~500~~ an MVA and withdrawal charge may apply.

~~Withdrawals~~•Strategy ~~and~~Discontinuation — ~~surrenders~~We ~~may~~will ~~reduce~~always ~~the~~offer ~~Strategy~~a ~~Value~~Guaranteed toInterest ~~less than the~~ Strategy ~~Base~~and orat ~~less~~least ~~than~~one ~~the~~Indexed ~~amount~~Strategy ~~you~~with ~~would~~a Floor ~~have~~between ~~received~~0% ~~had~~and -10%. ~~you~~However, ~~not~~we ~~withdrawn~~reserve ~~until~~ the ~~Maturity~~right ~~Date.~~to Ifstop ~~you~~offering ~~selected~~other aIndexed ~~Strategy~~Strategies. ~~with~~We aregularly ~~Buffer~~monitor ~~and take a withdrawal before~~ the ~~end~~performance of ~~the~~each ~~Strategy Term, you will receive only a portion~~ of the ~~Buffer’s~~Strategies. ~~protection~~From iftime ~~Index~~to ~~Performance~~time, isit ~~negative~~may ~~because~~become ~~the~~necessary ~~vested~~to ~~portion~~cease ofoffering ~~the~~a ~~Buffer~~particular ~~begins~~Indexed atStrategy 0%for ~~and~~new ~~increases~~Segments ~~throughout~~completely ~~the~~or ~~Term~~temporarily. ~~For~~We ~~example,~~reserve if the ~~Term~~right isto ~~364 days~~discontinue ~~and~~making ~~you~~available ~~take~~new aSegments ~~withdrawal~~of oncertain ~~day~~Indexed 91Strategies ~~(after~~when ~~the~~our ~~first~~ability ~~quarter~~to ofoffer ~~the~~those ~~Term~~Indexed Strategies has been ~~completed),~~reduced ~~you~~due ~~will~~to ~~receive~~changes ~~only~~in ~~25%~~external offorces ~~the~~such ~~protection~~as ~~offered~~the byeconomic ~~the~~environment ~~Buffer~~or onactions ~~that~~taken ~~day~~by competitors. IfWe ~~Index~~may ~~Performance~~also isdiscontinue ~~positive,~~a ~~you~~particular ~~will~~Indexed beStrategy ~~credited~~if ~~with~~there ~~only~~is ainsufficient ~~portion~~volume ofto justify the ~~Index~~continuation. ~~Performance,~~If ~~and~~you ~~application~~instructed ofus ~~the~~to ~~Vesting~~allocate ~~Factor~~an ~~will~~amount ~~reduce~~to ~~positive~~a ~~Index~~particular ~~performance~~Indexed byStrategy ~~75%~~for ~~during~~an ~~the~~upcoming ~~first~~Segment ~~half~~Start ofDate, ~~the Term~~ and bywe ~~50%~~do ~~during~~not ~~the~~offer ~~second~~that ~~half~~Indexed ofStrategy on the ~~Term.~~Segment InStart ~~each case~~Date, ~~this~~that ~~occurs~~amount ~~because~~will ~~these~~either ~~elements~~remain doin ~~not~~or ~~fully~~be ~~vest~~transferred ~~until~~to the ~~Strategy~~Declared ~~Maturity~~Rate ~~Date~~Account. IfYou ~~you~~will ~~selected~~be anotified ~~Strategy~~in ~~with~~writing athat ~~Floor~~this has occurred, ~~you~~and ~~are~~provided ~~always~~the ~~fully~~opportunity ~~vested~~to inreallocate the ~~Floor~~ ~~and~~amount aon ~~withdrawal~~the atnext ~~any~~Segment ~~time~~Start ~~before~~Date to the ~~end~~then ofavailable ~~the~~Strategies. ~~Term~~The ~~will~~amount ~~only~~you ~~reflect~~instructed ~~negative~~us ~~Index~~to ~~Performance~~allocate ~~down~~ to ~~the~~that ~~Floor.~~particular ~~You~~(no ~~may~~longer ~~lose~~available) ~~principal~~Indexed ~~and~~Strategy ~~previously~~will ~~credited~~remain ~~interest~~in ~~when~~the aDeclared ~~withdrawal~~Rate isAccount ~~taken~~until ~~before~~you aprovide ~~Strategy~~us ~~Maturity~~new ~~Date,~~allocation ininstructions. ~~particular~~It ifis ~~taken~~important ~~earlier~~to ~~during~~note ~~the~~that ~~Term,~~we ~~even~~will ifnot ~~Index~~discontinue ~~Performance~~a ~~has~~Segment ~~been~~once ~~positive~~it has begun.

In•Risks ~~addition,~~Associated ~~withdrawals~~with ~~and surrenders in excess of~~ the ~~Free~~Reference ~~Withdrawal~~Indices — ~~Amount~~Because ~~during an MVA Period are subject to a Market Value Adjustment or MVA. The MVA protects us from~~ the ~~risk~~S&P of500® ~~loss~~Price ~~due~~Return toIndex aand ~~change in market interest rates between~~ the ~~beginning~~MSCI ofEAFE ~~the~~Price ~~MVA~~Return ~~Period~~Index ~~and~~are ~~the~~each ~~date~~comprised of ~~the~~a ~~withdrawal.~~collection ~~If interest rates at the time~~ of ~~the~~equity ~~withdrawal~~securities, ~~are~~in ~~higher~~each ~~than~~case at the ~~start~~value of the ~~MVA~~component ~~Period,~~securities ~~the~~is ~~MVA~~subject ~~will~~to bemarket ~~negative. The MVA may increase~~risk, ~~decrease,~~ or ~~have no effect on~~ the ~~amount withdrawn to satisfy the withdrawal request. You bear the~~ risk that ~~the~~market ~~MVA~~fluctuations may because ~~negative and reduce~~ the ~~amount~~value ~~you receive or your Contract Value. A surrender or withdrawal in excess~~ of the ~~Free~~component ~~Withdrawal~~securities ~~Amount taken during the initial MVA Period (first six (6) Contract Years) is also subject~~ to ago ~~withdrawal~~up ~~charge.~~or ~~In an increasing interest rate environment~~down, ~~the~~sometimes ~~MVA~~rapidly ~~could~~and ~~reduce the amount received to less than the Downside Protection~~unpredictably. ~~Also,~~In ~~if the MVA is positive~~addition, the ~~amount~~value ~~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.~~

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

•Limitation on Allocations among Strategies — You may re-allocate your Contract Value among the available 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

~~Table~~of equity securities may decline for reasons directly related to the issuers of ~~Contents~~the securities. These market fluctuations may cause losses in Indexed 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.

~~Value~~In ~~for~~recent years, the ~~Strategy,~~financial ~~nor~~markets ~~will~~have itexperienced ~~provide~~periods ~~information~~of onsignificant ~~the~~volatility ~~Strategies~~and ~~that~~negative ~~will~~returns, becontributing ~~offered~~to atan ~~that~~uncertain ~~time~~and evolving economic environment. OnThe performance of the ~~Start~~markets ~~Date~~has been impacted by several interrelating factors such as, but not limited to, the ~~Company~~COVID-19 ~~will~~pandemic, ~~establish~~geopolitical ~~new~~turmoil, ~~Strategies~~rising ~~that~~inflation, ~~you~~fluctuating ~~can~~interest ~~invest~~rates, inand actions by ~~allocating~~governmental ~~Maturity~~authorities. ~~Value~~These ~~from~~market aconditions ~~maturing~~have ~~Strategy~~impacted the performance of the indexes to which the Strategies are linked. ~~Two~~It ~~weeks~~is ~~prior~~not possible to ~~these~~predict ~~Start~~future ~~Dates,~~performance of the ~~Company~~markets. ~~will~~Depending ~~declare~~on ~~the~~your ~~Term~~individual circumstances (e.g., ~~Index~~your selected Strategies and the timing of any transfer or withdrawal), ~~Crediting~~you ~~Method~~may experience (sperhaps significant) ~~and~~ ~~Downside~~negative ~~Protection~~returns ~~for~~under ~~each~~the ~~Strategy~~Contract, ~~that~~including ~~will~~the beapplication ~~offered~~of ona negative MVA in the ~~upcoming~~case ~~Start~~of ~~Date~~a withdrawal or surrender. You should consult with a financial professional about how recent market conditions may ~~obtain~~impact ~~this~~your ~~information~~future investment decisions related to the ~~following~~Contract, ~~ways:~~such as purchasing the Contract or making transfers or withdrawals, based on your individual circumstances.

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

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

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

Some Strategies may not be offered in the future, and you assume the risk that the new Strategy Elements for a Strategy may be less favorable than the Strategy Elements under your current Strategy.

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.

•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.

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 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.

•Changes to Floors, Buffers, Participation Rates and Caps for New Strategies — Crediting Methods for new and renewal Strategies are set by us at our discretion, with Participation Rates and Caps subject to contractual minimums. You risk the possibility that the Crediting Methods for new and renewal Strategies may not be as favorable as the Crediting Methods for your current Strategies. The Crediting Methods for a Strategy are guaranteed through the Strategy

Maturity Date; however, they may vary each time a new Strategy starts. Floors and Buffers for new Strategies are also set by us at our discretion, subject to our 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%,

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and (iii) a Strategy with a Buffer between -10% and -25%. You risk the possibility that the Floors and Buffers for new Strategies may not be as favorable as the Floors and Buffers for your current Strategies.

•Risks 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 COVID-19 pandemic has led to significant volatility and negative returns in the financial 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 may experience (perhaps significant) negative returns under the Contract, including the application of a negative MVA in the case of a withdrawal or surrender. The duration of the COVID-19 pandemic, and the future impact 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 future investment decisions related to the Contract, such as purchasing the Contract or making transfers or withdrawals, based on your individual circumstances.

The Russian/Ukraine conflict and the resulting responses by the United 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, 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.

S&P 500® Index. The S&P 500® Index is comprised of equity securities issued by large-capitalization U.S. companies. In general, large-capitalization companies may be unable to respond quickly to new competitive challenges, and also may not be able to attain the high growth rate of successful smaller companies, especially during periods of economic expansion.

MSCI 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.

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

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

•Risk That We May Eliminate or Substitute an Index — There is no guarantee that an Index will be available during the entire time you own your Contract. We may eliminate or substitute an Index if there is a significant change in the calculation or composition of the Index, atthe ~~any~~cost ~~time~~to license, ~~including~~the ~~before~~cost to support Indexed Strategies tied to the ~~end~~Index, ofrequirements aset ~~Term~~forth by distribution partners, ifor ~~there~~the Index is adiscontinued ~~significant~~or ~~change~~otherwise becomes unavailable. If we substitute the Index, the performance of the new Index may differ from the original Index. This, in turn, may affect the ~~calculation~~Index Interest you earn and affect how you want to allocate Contract Value among the available Strategies. We will not substitute the Index until the new Index has been approved by the appropriate insurance regulatory authority. Upon substitution of an Index during the term, we will calculate your Index Performance on the replaced Index up until the date of substitution and the substitute Index from the date of substitution to the Segment Maturity Date or ~~composition~~the date we calculate a request for a withdrawal or surrender. An Index substitution will not change the Crediting Method or Downside Protection for an existing Indexed Segment. The performance of the new Index may not be as good as the one that it replaced and as a result your Index Performance may have been better if there had been no substitution. See Appendix B for an Index Substitution example. If we substitute the Index and you do not wish to allocate your Contract Value to the Strategies available under the Contract, you may surrender your Contract, but you may be subject to a withdrawal charge and an MVA,

1413

~~Table~~which may result in a loss of ~~Contents~~principal and previously credited interest. A surrender may also be subject to federal and state income taxes and, if taken before age 591/2, an additional 10% tax.

~~the~~•Creditor ~~Index,~~and ~~the~~Solvency ~~cost~~Risk — toOur ~~license,~~general ~~the~~account ~~cost~~assets to support the ~~Strategies~~guarantees ~~tied~~under to the ~~Index,~~Contract orand ~~the~~are ~~Index~~subject isto ~~discontinued or otherwise becomes unavailable. If we substitute~~ the ~~Index,~~claims ~~the performance~~ of ~~the~~our ~~new Index may differ from the original Index~~creditors. ~~This,~~As ~~in turn~~such, ~~may affect~~ the ~~Index~~guarantees ~~Performance~~under ~~and~~the ~~affect~~Contract ~~how~~are ~~you~~subject ~~want~~ to ~~allocate~~our ~~Contract~~financial ~~Value~~strength ~~among~~and ~~the~~claims-paying ~~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~~ability, ~~we will calculate your Index Performance on the replaced Index up until the date of substitution~~ and ~~the~~therefore, ~~substitute Index from the date of substitution~~ to the ~~Strategy’s~~risk ~~Maturity~~that ~~Date or the date~~ we ~~calculate a request for a withdrawal or surrender. An Index substitution will not change the Crediting Method or Downside Protection for an existing Strategy. The performance of the new Index~~ may ~~not~~default beon asthose ~~good as the one that it replaced and as a result your Strategy Performance may have been better if there had been no substitution~~guarantees. ~~See~~You ~~Appendix~~need Bto ~~for~~consider anour ~~Index~~financial ~~Substitution~~strength ~~example. If we substitute the Index~~ and ~~you~~claims-paying doability ~~not~~in ~~wish~~meeting ~~to allocate your Contract Value to~~ the ~~Strategies~~guarantees ~~available~~ under the Contract,. ~~you~~You may ~~surrender~~obtain ~~your~~information ~~Contract,~~on ~~but~~our ~~you~~financial ~~may~~condition beby ~~subject~~reviewing toour afinancial ~~withdrawal~~statements. ~~charge~~Our ~~and~~statutory anfinancial ~~MVA,~~statements ~~which may result in a loss of principal~~ and ~~previously~~information ~~credited~~concerning ~~interest.~~our Abusiness ~~surrender may also be subject to federal~~ and ~~state~~operations ~~income~~is ~~taxes~~included ~~and,~~later ifin ~~taken~~this ~~before age 591/2, a 10% additional tax~~Prospectus.

•~~Creditor~~Business Disruption and ~~Solvency~~Cyber-Security ~~Risk —~~Risks ~~Our~~- ~~general~~We ~~account~~rely ~~assets~~heavily ~~support~~on ~~the~~interconnected ~~guarantees~~computer ~~under~~systems ~~the Contract~~ and ~~are~~digital ~~subject~~data to conduct our business activities. Our annuity business is highly dependent upon the ~~claims~~effective operation of our ~~creditors.~~computer Assystems ~~such,~~and ~~the~~those ~~guarantees~~of ~~under~~our ~~the~~business ~~Contract~~partners, ~~are~~so ~~subject~~that to our ~~financial~~business ~~strength~~is ~~and~~vulnerable ~~claims-paying~~to ~~ability~~disruptions from utility outages, and ~~therefore,~~susceptible to ~~the~~operational ~~risk~~and ~~that~~information wesecurity ~~may~~risks ~~default~~resulting onfrom ~~those~~information ~~guarantees.~~systems ~~You~~failure ~~need~~(e.g., tohardware ~~consider~~and ~~our~~software ~~financial~~malfunctions), ~~strength~~ and ~~claims~~cyber-~~paying~~attacks. ~~ability~~These inrisks ~~meeting~~include, ~~the~~among ~~guarantees~~other ~~under~~things, the ~~Contract.~~loss, ~~You~~theft, ~~may~~misuse, ~~obtain~~corruption ~~information~~and ondestruction ~~our~~of ~~financial~~data ~~condition~~maintained byonline ~~reviewing~~or ~~our~~digitally, ~~financial~~interference ~~statements.~~with ~~The~~or ~~economic~~denial ~~impacts~~ of ~~the~~service ~~COVID-19~~on ~~pandemic~~our ~~have~~website and ~~may~~other ~~continue~~operational todisruption ~~negatively~~and ~~affect~~unauthorized ~~our~~release ~~results~~ of ~~operations~~confidential asOwner ainformation. ~~result~~Systems offailures ~~decreases~~and incyber-attacks ~~new~~affecting ~~sales~~us, ~~increases~~intermediaries inand ~~expenses~~other ~~and~~affiliated ~~liabilities,~~or ~~and~~third-party ~~losses~~service onproviders ~~investments~~may ~~held~~adversely inaffect ~~our~~us ~~general~~and ~~account~~your Contract Value. AsFor ofinstance, ~~the~~cyber-attacks ~~date~~may interfere with our processing of ~~this~~Contract ~~Prospectus~~transactions, weimpact doour ~~not~~ability ~~believe~~to ~~that~~calculate ~~the~~Contract ~~economic~~Value, ~~impacts~~cause of the ~~COVID-19~~release ~~pandemic~~and ~~have~~possible ~~materially~~destruction ~~impacted~~of ~~our~~confidential ~~financial~~Owner ~~strength~~or ~~and~~business ~~claims-paying ability~~information, ~~and~~impede weorder ~~continue~~processing, tosubject beus ~~subject~~and/or toour ~~significant~~service ~~state~~providers ~~solvency~~and ~~regulations~~intermediaries ~~that~~to ~~require~~litigation, usregulatory tofines ~~reserve~~and ~~amounts~~financial tolosses ~~pay~~and/or ~~our~~cause ~~contractual~~reputational ~~guarantees~~damage. ~~You~~These ~~should~~risks ~~understand,~~may ~~however,~~also ~~that~~impact the ~~duration~~issuers of ~~the~~securities ~~COVID-19~~that ~~pandemic~~compose the Indices, ~~and~~which ~~the~~may ~~future~~negatively impact ~~that~~ the ~~pandemic~~Index ~~may~~Performance ~~have~~and on the ~~financial~~value ~~markets,~~of the ~~global~~Indexed ~~economy,~~Accounts. ~~and~~The ~~our~~risk ~~financial~~of ~~strength~~cyberattacks ~~and~~may ~~claims-paying~~be ~~ability,~~higher ~~cannot~~during beperiods ~~predicted~~of ~~with~~geopolitical ~~certainty~~turmoil. ~~Additionally,~~There ~~our~~can ~~statutory~~be ~~financial~~no ~~statements~~assurance ~~and~~that ~~information~~we ~~concerning~~or our ~~business~~service ~~and~~providers ~~operations~~will isavoid ~~included~~losses ~~later~~affecting your Contract due to cyber-attacks or information security breaches in ~~this~~the ~~Prospectus~~future.

We are also exposed to risks related to natural and man-made disasters, such as storms, fires, floods, earthquakes, epidemics, pandemics (such as COVID-19), malicious acts, and terrorist acts, which could adversely affect our ability to conduct business. A natural or man-made disaster, including a pandemic (such as COVID-19), could affect the ability, or willingness, of our workforce and employees of service providers and third party administrators to perform their job responsibilities. Disasters may negatively affect the computer and other systems on which we rely and may interfere with our processing of Contract-related transactions, including processing of orders from Owners, impact our ability to calculate Contract Value, or have other possible negative impacts. These events may also impact the issuers of securities that compose the Indices, which may negatively impact the Index Performance and the value of the Indexed Accounts. There can be no assurance that we or our service providers will avoid losses affecting your Contract due to a natural or man-made disaster.

Other Important Information You Should Know

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

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

•Possible Tax Law Changes — There always is the possibility that the tax treatment of the Contract could change by legislation or otherwise. We have the right to modify the Contract in response to legislative changes that could diminish the favorable tax treatment that Owners receive. You should consult a tax adviser with respect to legislative developments and their effect on the Contract.

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HOW YOUR CONTRACT WORKS

Purchasing the Contract

Purchase Payments

~~The minimum Purchase Payment is $25,000.~~ We ~~will~~are ~~issue~~no ~~the~~longer ~~Contract~~accepting ~~once, we receive the minimum~~ Purchase ~~Payment amount~~Payments. ~~You~~The ~~may~~information ~~make~~provided ~~the~~in ~~Purchase~~this ~~Payment~~section byis ~~check~~for ~~payable~~informational topurposes ~~Protective Life Insurance Company or by any other method we deem acceptable~~only. The minimum initial Purchase Payment is ~~generally allocated to the Holding Account~~$25,000. ~~unless~~The ~~the~~minimum ~~entire~~subsequent Purchase Payment is ~~received on a Start Date before 4 p~~$5,000.m. ~~Eastern~~Initial ~~Time~~and insubsequent ~~which case we will allocate your~~ Purchase ~~Payment~~Payments toare ~~the~~payable ~~Strategy(ies) you selected. If your Purchase Payment is coming from different sources or we expect to receive portions of it~~ at ~~different~~our ~~times,~~Administrative weOffice. ~~will~~We ~~issue~~may ~~the~~amend ~~Contract,~~this ~~as long as it is in Good Order, when we receive the~~ minimum subsequent Purchase Payment amount ~~and~~at ~~apply~~any ~~that~~time. ~~amount~~You tomay ~~the~~make ~~Holding~~Purchase ~~Account.~~Payments ~~Each~~by ~~additional~~check ~~portion~~payable ~~will be applied~~ to ~~the~~Protective ~~Holding~~Life ~~Account~~Insurance ~~when~~Company weor ~~receive~~by ~~it. We must receive~~ any ~~remaining~~other ~~portions~~method ~~of your Purchase Payment within 60 days of the date~~ we ~~issue~~deem ~~the Contract~~acceptable. ~~The~~All ~~Start~~Purchase ~~Date~~Payments ~~for your initial Strategy(ies)~~ will be ~~the~~allocated ~~first~~to ~~available Start Dates~~ the ~~earlier~~Declared ofRate ~~(1) when~~Account weor ~~have~~transferred ~~collected~~into ~~the~~one ~~entire amount of your Purchase Payment from all sources indicated on the application,~~ or ~~(2) 60 days~~more ~~after~~Segments ~~the~~in ~~Issue~~accordance ~~Date,~~with 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~~See we“Allocation ~~only~~of ~~offer~~Purchase ~~Start~~Payments.” ~~Dates~~Under oncertain ~~the 1st and 3rd Wednesday of each month~~circumstances, ~~your~~we ~~Purchase Payment~~ may ~~remain~~be inrequired ~~the~~by ~~Holding~~law ~~Account~~to ~~for~~reject a ~~substantial~~Purchase ~~period of time before being allocated to the Strategies~~Payment.

We will only accept a Purchase ~~Payment~~Payments that we receive, or orders that are initiated, on or before the ~~86th~~earlier ~~birthday~~ of (1) the ~~oldest~~first ~~Owner~~Contract ~~or Annuitant~~Anniversary, ~~regardless~~and ~~of when~~ (2) the ~~order~~86th ~~was~~birthday ~~initiated. For purposes~~ of ~~determining~~ the ~~eligibility~~oldest ofOwner aor ~~Purchase~~Annuitant. ~~Payment,~~An an order ~~for a Contract~~ is initiated when you or your financial adviser submit an electronic ticket order, anfor ~~application,~~a Purchase Payment(s) 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.

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

We reserve the right to limit, ~~temporarily hold in suspense~~suspend, or reject any Purchase Payment at any time. We may ~~exercise~~also ~~this~~limit ~~right~~the ifavailable ~~required~~Allocation byOptions, ~~law~~following orwritten ifnotice weto ~~determine~~Contract ~~there~~Owners. ~~are~~We ~~suspicious~~may ~~circumstances~~do orso ~~activity~~for ~~surrounding~~all ~~your~~Contracts ~~Purchase~~or ~~Payment,~~only orcertain ~~portions~~classes of itContracts.

Because of limitations that we impose or may impose on your ability to make subsequent Purchase Payments, including our refusal to accept subsequent Purchase Payments on or after the first Contract Year, you ~~are~~may be unable to, or limited in your ability to, increase your Contract Value (and therefore the Death Benefit payable under the Contract) through subsequent Purchase Payments. 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 after the first Contract Anniversary and Protective Life reserves the right to limit, suspend or reject any Purchase Payment at any time. You should consult with your financial ~~professional~~advisor 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.

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You can obtain information on the Crediting Method rates associated with your initial Strategy selection(s) the following ways:

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

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

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

Parties to the Contract

Owner

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

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

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

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

Naming a nonnatural person as an Owner or changing the Owner may result in a tax liability. See “Taxation of Annuities in General.”

Beneficiary

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

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

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

If 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~~the Owner is a nonnatural person, the death of the Annuitant will be treated as the death of the Owner.

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The Owner may change the Annuitant by Written Notice prior to the Annuity Date. However, if any Owner is not a natural person, then the Annuitant may not be changed. The new Annuitant’s 95th birthday must be on or after the Annuity Date in effect when the change of Annuitant is requested.

Payee

The Payee 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.

Issuance of a Contract

To purchase a Contract, you must submit certain application information and aan initial 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. Protective Life reserves the right to accept or 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.

If the necessary application information for a Contract accompanies the initial 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 initial Purchase Payment immediately unless the applicant specifically consents to Protective Life retaining it until the information is complete. Once the information is complete, we will issue the Contract. We do not require allocation instructions for your application to be incomplete. ~~Good~~If ~~Order.~~you Weprovide allocation instructions with your application, we will apply the initial Purchase Payment in accordance with your allocation instructions subject to the availability and restrictions of your Allocation Options. If you do not provide us with allocation instructions, your application ~~will~~may ~~not~~still be incomplete, ~~Good~~and ~~Order.~~we ~~You~~will ~~may~~allocate ~~transmit~~your ~~information~~entire ~~necessary~~Purchase toPayment ~~complete an application~~ to ~~Protective~~the ~~Life~~Declared byRate ~~telephone, facsimile, or electronic media.~~

The Contract is between you and Protective Life. The Contract is not an investment advisory account, and Protective Life is not providing any investment advice or managing the allocations under your Contract. In the absence of a specific written arrangement to the contrary, you, as the owner of the Contract, have the sole authority to make investment allocations and other decisions under the Contract.17

Account. You may transmit information necessary to complete an application to Protective Life by telephone, facsimile, or electronic media.

Right to Cancel

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

IfGenerally, if you cancel your Contract during your “free look” period, we will not assess a withdrawal charge orand anyour ~~MVA.~~refund ~~The returned Contract~~ will beequal ~~treated~~whatever asyour ifContract itValue ~~were never issued~~is, ~~and~~plus ~~you~~or ~~will~~minus ~~receive a refund of~~ the ~~Contract~~Market Value, ~~in states where permitted. This amount may be more or less than your Purchase Payment. In other states~~Adjustment, weon ~~are required to refund~~ the ~~greater~~day ofthat ~~the~~we ~~Contract~~receive ~~Value or~~ your ~~Purchase~~Contract ~~Payment~~cancellation request.

Some states, however, require that we refund the full amount of your Purchase Payment (not reflecting investment gain or loss). In addition, in some states, the amount of your refund (either your Contract Value or the full amount of your Purchase Payments), and the length of your “free look” period, depend on whether you purchased the Contract as a replacement. Other material state variations may apply. See Appendix D for information on material state variations. State variations are identified in a special contract form used in that state. If you would like to review a copy of the contract form for your particular state, contact our Customer Service at 1-800-456-6330 or your financial 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~~Payments, we reserve the right to ~~keep~~allocate all or a portion of your initial Purchase Payment (and any subsequent Purchase Payments) to the Declared Rate Account during the “free look” period. After the expiration of the “free look” period, we will allocate your Purchase Payments according to your allocation instructions on the next Segment Start Date.

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Payment in the Holding Account during the “free look” period. After the expiration of the “free look” period, we will allocate your Purchase Payment according to your allocation instructions on the next Strategy Start Date.

We may require that you wait six months before you may apply for a Contract with us again if:

•you cancel your Contract during the free look period; or

•you change your mind before you receive your Contract whether we have received your Purchase Payment or not.

Please see “Federal Tax Matters” later in this Prospectus for possible consequences of cancelling your Contract. Our Administrative Office, or your financial professional, can provide you with the cancellation instructions.

Use of the Contract in Qualified Plans

You may purchase the Contract on a non-qualified basis. You may also purchase it for use within certain qualified retirement plans or in connection with other employee benefit plans or arrangements that receive favorable tax treatment. Such qualified plans include individual retirement accounts and individual retirement annuities (IRAs), and pension and profit sharing plans (including H.R. 10 Plans). Many of these qualified plans, including IRAs, provide the same type of tax deferral as provided by the Contract. The Contract, however, provides benefits and features not provided by such retirement plans and employee benefit plans or arrangements alone. There may be costs and expenses under the Contract related to these benefits and features. You should consult a qualified tax and/or financial adviser regarding the use of the Contract within a Qualified Plan or in connection with other employee benefit plans or arrangements. You should carefully consider the benefits and features provided by the Contract in relation to their costs as they apply to your particular situation. (See “Qualified Retirement Plans.”)

Allocating your Purchase ~~Payment~~Payments

You ~~must~~may ~~provide us with instructions on how to~~ allocate your ~~Contract~~Purchase ~~Value~~Payments to the ~~Strategies.~~Declared ~~Allocations~~Rate ~~must~~Account beor inone ~~dollars~~ or ~~whole percentages~~more Strategies. The ~~allocation~~total ~~instructions~~number ~~your~~of ~~provide~~Segments usthat onmay ~~your~~be ~~application~~active ~~automatically~~under ~~become~~a ~~your~~Contract ~~default~~at ~~allocation~~any ~~instructions,~~time ~~and~~is we100. ~~will~~Allocations ~~follow~~must ~~these~~be ~~default~~in ~~instructions~~dollars ~~unless (1) you provide us new instructions~~ or ~~(2)~~whole ~~we are unable to follow your instructions because we have discontinued a particular Strategy or Strategies~~percentages.

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.18

~~You~~We ~~can~~do ~~elect~~not torequire ~~rebalance~~allocation instructions for your ~~Contract~~application ~~Value~~to onbe acomplete, ~~Contract~~but ~~Anniversary~~an Owner may indicate in the application how their initial Purchase Payment is to be allocated among the Allocation Options. ~~With~~The ~~this~~default ~~option~~Allocation Option is the Declared Rate Account. If you have not provided us instructions to allocate all or a portion of your Purchase Payments to a Strategy, we will ~~rebalance~~allocate all or ~~reallocate~~that portion of your Purchase Payments to the ~~Contract~~Declared ~~Value~~Rate ~~among~~Account. ~~all~~You ofmust provide us new allocation instructions for any subsequent Purchase Payments, otherwise your ~~selected~~Purchase ~~Strategies~~Payments ~~according~~will be allocated to ~~your~~the ~~allocation~~Declared ~~instructions~~Rate Account.

The ~~Purchase~~Contract ~~Payment~~ is ~~generally~~between ~~allocated~~you toand ~~the~~Protective ~~Holding~~Life. ~~Account,~~The ~~unless~~Contract ~~the entire Purchase Payment~~ is ~~received~~not onan ainvestment ~~Start~~advisory ~~Date~~account, ~~before~~and ~~4 p.m.~~Protective ~~Eastern~~Life ~~Time. If your Purchase Payment~~ is ~~coming~~not ~~from~~providing ~~different~~any ~~sources~~investment advice or wemanaging ~~expect~~the toallocations ~~receive~~under ~~portions~~your ~~of it at different times, we will issue the~~ Contract. ~~when~~In ~~we receive~~ the ~~minimum~~absence ~~Purchase~~of ~~Payment~~a ~~amount~~specific ~~and~~written ~~apply~~arrangement ~~that amount~~ to the ~~Holding~~contrary, ~~Account.~~you, ~~Each~~as ~~additional portion will be applied to~~ the ~~Holding~~owner ~~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 60 day period. The Start Date for your initial Strategy(ies) will be the first available Start Date following the earlier of (1) when we~~ have ~~collected~~ the ~~entire~~sole ~~amount~~authority ofto ~~your~~make ~~Purchase~~investment ~~Payment~~allocations ~~from~~and ~~all~~other ~~sources~~decisions ~~indicated~~under on the ~~application, or (2) 60 days after the~~ Contract ~~Issue Date, assuming we have received, at least, the minimum Purchase Payment amount~~ .

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($25,000). Once we have established your Strategies, we will not accept any additional Purchase Payments. The minimum amount for each initial Strategy is $5,000. This minimum does not apply on renewal Strategies.

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

~~Holding~~Declared Rate Account

The ~~Holding~~default ~~Account~~Allocation Option is athe ~~temporary~~Declared ~~account~~Rate ~~used~~Account. ~~exclusively~~You may choose to ~~accumulate~~allocate ~~and~~all ~~hold~~or ~~the~~a portion of your Purchase ~~Payment~~Payments (or ~~portions~~the Maturity Value of ~~it)~~Segments ~~until~~to itthe isDeclared ~~applied~~Rate Account. If you have not provided us instructions to ~~the~~allocate ~~Strategy(ies)~~all onor ~~the~~a ~~Contract’s~~portion ~~initial~~of your Purchase Payments to a Strategy, ~~Start~~we ~~Date.~~will ~~The~~allocate ~~Holding~~all or that portion of your Purchase Payments to the Declared Rate Account. isLikewise, if you have not ~~treated~~instructed asus to allocate the Maturity Value of Segments to a new Strategy., Onwe ~~and~~will ~~after~~allocate the ~~Business~~Maturity ~~Day~~Value weto ~~apply~~ the ~~Holding~~Declared Rate Account. ~~Value~~Amounts applied to the ~~Strategy(ies)~~Declared ~~according~~Rate toAccount ~~your~~remain ~~allocation~~there ~~instructions,~~until you instruct us otherwise. We will not declare an interest rate for the ~~Holding~~Declared Rate Account ~~Value~~less ~~will~~than a minimum interest rate of 1%. The minimum interest rate may be $0higher in some states. Please consult your financial advisor for information on the current interest rate for the Declared Rate Account.

~~The~~You ~~Purchase~~can ~~Payment~~request ~~is generally allocated~~ to ~~the~~transfer ~~Holding~~amounts ~~Account,~~from ~~unless~~ the ~~entire~~Declared ~~Purchase~~Rate ~~Payment~~Account ~~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. The interest rate for the Holding Account is declared in advance, but is not guaranteed for~~ any ~~specific period~~ of ~~time. Generally, we review and declare~~ the ~~interest~~available ~~rate~~Segments ~~for the Holding Account~~ at ~~certain intervals (for example, every two weeks); however, we reserve the right to declare a new interest rate at~~ any time ~~and~~up ~~without any prior notice~~ to ~~you. We will not declare an interest rate for~~ the ~~Holding~~close ~~Account less than a minimum interest rate~~ of ~~1%.~~business ~~The minimum interest rate may be higher in some states. You can obtain information~~ on the ~~current~~day ~~interest rate for~~ the ~~Holding~~Segment ~~Account the following ways:~~starts.

~~•Directly~~The ~~from~~interest usrate byfor ~~calling~~the ~~1-800-456-6330;~~Declared Rate Account is declared in advance, but is not guaranteed for any specific period of time. Generally, we review and declare the interest rate for this account at certain intervals — for example: every two weeks — but we reserve the right to declare a new interest rate at any time, and without any prior notice to you.

~~•On~~Interest ~~our~~rates ~~website~~for atthe ~~www~~Declared Rate Account have an effective date — the date on which the rate takes effect.~~myaccount~~ The effective date will not be earlier than the day immediately following the day on which the rate is declared, but it may be later.~~protective.com;~~ orOn and after each effective date, that rate applies to the entire Declared Rate Account, and remains in effect until we set a different rate.

~~•From~~Because only one interest rate applies to the ~~financial~~entire ~~professional~~Declared ~~who~~Rate ~~sold~~Account orat ~~services~~any ~~your~~particular ~~Contract~~time, we do not establish discrete segments in the Declared Rate Account and it is not treated as a Strategy.

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

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

~~Table~~•Aggregate ofinterest ~~Contents~~credited to the Declared Rate Account since the Issue Date; minus,

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

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

Strategies

The Contract offers two types of Strategies for allocating your Contract Value: (1) Guaranteed Interest Strategies and (2) Indexed Strategies. AYou may invest in a Strategy isonly ~~defined~~on Segment Start Dates, which occur twice each month, by ~~the~~allocating ~~dollar~~Purchase ~~amount~~Payments ~~applied~~made toduring ~~establish~~the itfirst ~~and~~Contract Year, by allocating balances in the ~~Strategy~~Declared ~~Elements~~Rate Account, or by allocating Maturity Value from a maturing Segment.

~~You~~On ~~may~~the ~~establish~~Start aDate, ~~Strategy~~the ~~only~~Company onwill ~~its~~establish ~~Start~~new ~~Date~~Segments. byTwo ~~allocating~~weeks ~~all~~prior orto athese ~~portion~~Segment ofStart ~~your~~Dates, ~~Purchase~~the ~~Payment~~Company orwill bydeclare ~~allocating~~the ~~Maturity~~interest ~~Value~~rate ~~from~~for athe ~~maturing~~Guaranteed Interest Strategy. Onand the ~~Start~~Crediting ~~Date,~~Method(s) and weDownside Protection for each Indexed Strategy that will ~~establish~~be ~~new~~offered ~~Strategies~~on ~~according~~the toupcoming ~~your~~Segment ~~allocation~~Start ~~instructions~~Date. You may obtain this information the following ways:

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

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

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

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

Note: 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~~offer ~~the~~at ~~following:~~least ~~(i) a~~one ~~Strategy~~Indexed ~~with a 0% Floor (the Default~~ Strategy), ~~(ii) a Strategy~~ with a Floor ~~from -1~~between 0% toand -10%; however, ~~and~~we ~~(iii) a~~reserve ~~Strategy~~the ~~with~~right ato ~~Buffer~~stop ~~between -10%~~offering ~~and -25%~~other Indexed Strategies. If we decline to offer a particular Strategy on a Segment Start Date, it will not impact any ~~Strategies~~Segments previously established.

~~The~~Guaranteed ~~Strategies~~Interest ~~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.”~~

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

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

~~Index~~The ~~and~~Indexed Strategies credit interest based in part on the performance of an Index. ~~Performance~~Investments in Indexed Strategies are not investments in the securities markets, or in underlying mutual funds sometimes known as “index funds.”

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

21Index Performance is the measure of the percentage increase or decrease in the reference Index between two points in time. For Indexed Segments, we calculate the Index Performance on each Business Day for purposes of determining the Segment Value and your Contract Value; however, Index Performance is only applied on the Maturity Date of a Segment, or the date you make a withdrawal from a Segment before its Maturity Date. That is, we credit interest resulting from positive Index Performance only on the Segment Maturity Date. On the other hand, we deduct amounts resulting from negative Index Performance on the Segment Maturity Date or the date we calculate a withdrawal or surrender because the Interim Value calculation reflects negative Index Performance but does not take into account positive Index Performance.

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Effect of an Emergency Close or Interruption on an Index

It is possible that the market on which an Index is based could experience an emergency close, or that the compiler of the Index 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.

Crediting Methods

Each Indexed Strategy will have a Crediting Method that we apply to your Segment Investment to determine your Maturity Value on the Segment Maturity Date. The Crediting Method for aeach Indexed Strategy will not change during the Term of the ~~Strategy~~Segment. The Crediting Methods we offer include a Participation Rate and may include a Cap and are described in the table below. ~~For~~The ~~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~~100%. ~~For Strategies without a Cap,~~ (the minimum Participation Rate ~~may be greater than but will never be less than 50%~~). The Cap, if applicable to the Indexed 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.~~

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.

~~Please~~the ~~consult~~positive ~~your~~performance ~~financial~~of ~~professional~~the ~~for~~reference ~~information~~Index onthat ~~current~~we ~~Participation~~will ~~Rates~~use to calculate the return for any Indexed Strategy, and, ~~Caps~~in turn, limit the amount that may be credited to the investment in an Indexed Segment.


Participation Rate						A Participation Rate is a specified percentage of Index Performance that we use to calculate the Segment Return Amount. The Participation Rate may be greater than but will never be less than the minimum Participation Rate, which is 100%. 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 the Segment Return Amount for an Indexed Segment. The Cap for our currently offered Index Strategies will never be less than the minimum Cap we identify in the chart in the Summary section of this Prospectus and on the Schedule Page of your Contract, but the minimum Cap for any Indexed Strategy offered under this Contract will not be less than 1%, regardless of the Participation Rate or Downside Protection. On the Maturity Date, the positive Index Performance used to calculate the Segment Return Amount for an Indexed Segment would be the lesser of the actual positive percentage change in the value of the Index over the Term for the Segment or the Cap.

~~Table~~Please ofconsult ~~Contents~~your financial advisor for information on current Participation Rates and Caps.

The following three examples demonstrate three potential Crediting Method ~~scenarios on a Strategy Maturity Date~~combinations. Assume you invested in an S&P 500 ~~Strategy~~Indexed Segment with a Floor of -10% and a ~~Strategy~~Segment ~~Base~~Investment on the Maturity Date of $10,000. Only positive Index Performance is illustrated, as the Cap only applies to positive performance.

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

Example 1: 12% Cap and 100% Participation Rate

~~Formula~~

Formula

S&P 500 Index Performance = 15%

S&P 500 Index Performance =

Strategy Performance = 12%

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

Credited Rate of Interest =

(lesser of [Cap (12%)] or [Participation Rate (100%) x Index Performance (15%)])

Interest credited ($) = $1,200

$10,000 x Cap (12%)

Segment Return Amount =

1,200

($10,000 x [Cap (12%)])

Strategy Maturity Value = $11,200

$10,000 + $1,200

Segment Maturity Value =

11,200

($10,000 + $1,200)

Example 2: No Cap and 120% Participation Rate

~~Formula~~

Formula

S&P 500 Index Performance = 15%

S&P 500 Index Performance =

Strategy Performance = 18%

Participation Rate (120%) x IndexPerformance (15%)

Credited Rate of Interest =

[Participation Rate (120%) x Index Performance (15%)]

Interest credited ($) = $1,800

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

Segment Return Amount =

1,800

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

Strategy Maturity Value = $11,800

$10,000 + $1,800

Segment Maturity Value =

11,800

($10,000 + $1,800)

Example 3: No Cap and 50% Participation Rate

Example 3: 12% Cap and 120% Participation Rate

~~Formula~~

Formula

S&P 500 Index Performance = 15%

S&P 500 Index Performance =

Strategy Performance = 7.5%

Participation Rate (50%) x IndexPerformance (15%)

Credited Rate of Interest =

(lesser of [Cap (12%)] or [Participation Rate (120%) x Index Performance (15%)])

Interest Credited ($) = $750

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

Segment Return Amount =

1,200

($10,000 x [Cap (12%)])

Strategy Maturity Value = $10,750

($10,000 + $750)

Segment Maturity Value =

11,200

($10,000 + $1,200)

Downside Protection

Each Indexed Strategy will have Downside Protection that will not change during the ~~Strategy~~ Term of the Indexed Segment. The Downside Protection we offer is described in the table below.

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%.


Floor			The Floor is a limit on negative Index Performance that results in a reduction of the Segment Value. The Floor is the maximum percentage loss you can experience over the Segment Term, even if negative Index Performance falls below the Floor. We are currently offering Floor options of -5%, -10%, and -20%.

For example, a Strategy could be the S&P 500/-10% Floor/100% Participation Rate/12% Cap. We will measure the performance of the S&P 500 for the Term beginning on the Segment Start Date. If the Index performs positively during the Term, your Segment Return Amount on the Maturity Date could be as much as 12% for that Term. If the Index performs negatively during this period, on the Maturity Date you will be protected from any Index decline greater than 10 percent. Please note, Strategies with greater Downside Protection tend to have lower Caps and Participation Rates than Strategies with less Downside Protection.

Suspension or Termination of an Indexed Strategy

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

Segments

We establish Segments by allocating Purchase Payments made during the first Contract Year, by allocating balances in the Declared Rate Account, or by allocating Maturity Value from a maturing Segment. Segments allow us to separately track and report the subsequent financial activity associated with each allocation. Every Segment is characterized by:

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

•the Purchase Payment, Contract Value, or Maturity Value you applied to establish it; and

•the Segment Start Date and Maturity Date.

The time period from the Start Date to the Maturity Date (including both of those days) is the Segment Term. These elements will not change during the Term.

Start Date, Maturity Date and Term

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

Segments mature on their Maturity Date. A Segment Maturity Date is the 1st or 3rd Wednesday in the month during which the Segment Term ends that corresponds to the Wednesday of the same calendar month in which the Term began. If a scheduled Maturity Date is not a Business Day, the next Business Day will be the Segment Maturity Date.

We will always offer Strategies with a one (1) year Term, and may offer other Terms. Note, however, that while Terms are typically measured in years, they will not correspond to annual calendar dates. So, for example, a one

(1) year Term established on the 3rd Wednesday in January will mature on the 3rd Wednesday in January in the following calendar year. Accordingly, the Term may contain more or less than 365 days.

Establishing a Segment

A Segment may be established by selecting one of the Strategies that we currently offer. You must fund a Segment in order for us to establish it. You may fund Segments with a Purchase Payment, Contract Value in the Declared Rate Account, or all or part of the Maturity Value from maturing Segments.

Because we will only accept Purchase Payments that were initiated on or before the first Contract Anniversary, after the first Contract Anniversary new Segments under the Contract will only be established through the transfer of Contract Value from the Declared Rate Account and the transfer of Maturity Value from maturing Segments.

We will process your allocation instruction to establish a new Segment(s) on the next Start Date after we receive your allocation instruction in good order, including your instruction to allocate Contract Value to establish the Segment(s). You may also cancel or change any existing allocation instructions provided we receive it not later than 4 pm Eastern Time on the Start Date on which the Segment is scheduled to be established.

You may not have more than 100 Segments open at any one time. If, after we were to execute any allocation instruction, your Contract would contain more than 100 Segments, we will consider the allocation instruction to be not in good order. We will not be honor your instruction, but will apply the Contract Value you would have allocated to the Segment to the Declared Rate Account.

We will not establish a Segment if the Maturity Date is later than the Contract’s Annuity Date.

We may change or modify the requirements and restrictions to establish a Segment at any time with advance written notice to you. Any change or modification we make will not affect Segments established before the effective date of the change or modification

You may not use any part of existing Segment Value to establish a new Segment.

If we are unable to establish a Segment according to the allocation instructions you have provided, the amount you intended to fund the Segment will be applied to — or remain in — the Declared Rate Account.

Funding a Segment with a Purchase Payment

If we receive your Purchase Payment and allocation instruction in good order on a date prior to the next scheduled Start Date, we will allocate your Purchase Payment to the Declared Rate Account until the next Schedule Start Date and then allocate your Contract Value in the Declared Rate Account to the Segment(s) on the scheduled Start Date. If we receive your Purchase Payment and allocation instruction in good order on a scheduled Start Date before 4 pm Eastern Time, we will establish the Segment(s) and allocate your Purchase Payment directly to the new Segment(s), unless you instruct us otherwise. If we receive your Purchase Payment and allocation instruction in good order after 4 pm Eastern Time on a scheduled Start Date, we will allocate your Purchase Payment to the Declared Rate Account until the next scheduled Start Date and then allocated your Contract Value in the Declared Rate Account to the Segment(s) on the scheduled Start Date, unless you instruct us otherwise.

Determining the Value of a Segment

Segments using a Guaranteed Interest Strategy (“Guaranteed Interest Segment”)

Crediting Guaranteed Interest — Amounts allocated to a Guaranteed Interest Strategy earn interest daily beginning on the Start Date. We determine and declare a rate of interest in advance of the Start Date and the rate is guaranteed not to change over the Term for the Guaranteed Interest Segment. We credit interest at the end of each Business Day. The interest rate we credit each Business Day is the rate that, when compounded, yields the annual effective interest rate in effect for the Guaranteed Interest Segment. At the end of each Business Day, we multiply the daily interest rate by the Segment Value to determine the dollar amount of the interest credited.

~~Table~~Guaranteed Segment Value — On any day, the Segment Value of ~~Contents~~a Guaranteed Interest Segment is equal to:

~~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 orapplied ~~Surrender Value~~ to ~~less~~establish ~~than~~ the ~~amount~~Segment; ~~protected by the Buffer(s) or Floor(s).~~plus,

~~The~~•aggregate ~~following~~interest ~~examples~~added ~~demonstrate~~since ~~two~~the ~~potential~~Segment ~~Downside~~Start ~~Protection scenarios on a Strategy Maturity~~ Date; ~~with a Floor. Assume you invested in an S&P 500 Strategy with a Floor of -10% and a Strategy Base of $10~~minus,~~000. Only negative Index Performance is illustrated, as the Floor only applies to negative performance.~~

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

•Contract Value deducted from the Segment to satisfy prior withdrawal requests (including applicable withdrawal charges and Market Value Adjustments, if any).

Segments using an Indexed Interest Strategy (“Indexed Segment”)

Crediting Indexed Interest — Interest credited to or amounts deducted from Indexed Segments depend, in part, upon the performance of one of the broad-based securities Indices. (See “Indices”.)

We credit interest to an Indexed Segment resulting from positive Index Performance only on the Maturity Date. Therefore, no interest is earned or payable on amounts withdrawn from an Indexed Segment before the Maturity Date.

On the other hand, any negative Index Performance is reflected by the Indexed Segment Value for amounts withdrawn prior to the Maturity Date for an Indexed Segment. (See “Withdrawals” and “Interim Value of an Indexed Segment”")

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

Index Performance % = [(IVE – IVS) ÷ IVS] x 100

where,

IVE is the Index Value as of the date the Index Performance is calculated (i.e., the Maturity Date of a Segment, or the date Contract Value is withdrawn from a Segment); and

IVS is the Index Value as of the Segment Start Date.

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

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

Maturity Value of an Indexed Segment

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

•We determine the Index Performance percentage for the Segment using the Index Value on the Maturity Date for IVE in the formula.

•We then apply the Crediting Method or Downside Protection.

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

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

~~Table~~•The percentage derived above from either the Crediting Method or Downside Protection is multiplied by the Segment Investment to determine the actual dollar amount of ~~Contents~~interest credited or amount deducted. That result is applied to the Segment Investment to arrive at the Segment Maturity Value.

The following examples ~~demonstrate~~show ~~two~~how ~~potential~~interest ~~Downside~~is ~~Protection~~credited ~~scenarios~~or onamounts adeducted ~~Strategy~~in ~~Maturity~~4 ~~Date~~typical ~~with~~scenarios. aIn ~~Buffer.~~each ~~Assume~~scenario, assume that you invested $10,000 in an S&P 500 Indexed Strategy with a ~~Buffer~~one of(1) Year Term and -1510% percent ~~and~~Floor. aOn ~~Strategy~~the ~~Base~~Start ~~of $10~~Date,~~000.~~ ~~Only~~the ~~negative~~Crediting ~~Index~~Method ~~Performance~~consists isof ~~illustrated,~~a as13% ~~the~~Cap ~~Buffer~~and ~~only~~a ~~applies~~100% toParticipation ~~negative~~Rate. ~~performance~~You do not take any withdrawals.

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

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 Segment Maturity Value as follows:

~~Please~~•The ~~note,~~Participation ~~Strategies~~Rate ~~with~~multiplied by the Index Performance percentage (100% x 20% = 20%) is greater ~~Downside~~than ~~Protection~~the ~~tend~~Cap to(13%). ~~have~~Under your chosen Crediting Method, the Segment earns interest at the lower ~~Caps~~of ~~and~~those ~~Participation~~two ~~Rates~~rates. ~~than~~We ~~Strategies~~therefore ~~with~~multiply ~~less~~the ~~Downside~~Segment ~~Protection~~Investment by the Cap to determine the interest credited (13% x $10,000 = $1,300). The Maturity Value is the Segment Investment 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 Segment Maturity Value as follows:

•The ~~time~~Participation ~~period~~Rate ~~beginning~~multiplied onby the ~~Strategy~~Index ~~Start~~Performance percentage ~~Date~~(100% ~~and~~x ~~ending~~5% on= ~~the~~5%) ~~Maturity~~is ~~Date~~less than the Cap (~~including~~13%). ~~both~~The Segment earns interest at the lower of those ~~days)~~ istwo rates. We therefore multiply the ~~Strategy’s~~Segment ~~Term.~~Investment ~~Generally,~~by itthe Index Performance percentage to determine that the interest earned is ~~one~~$500 (15% x $10,000 = $500) ~~Contract Year~~. ~~Strategy~~The ~~Elements~~Maturity ~~will~~Value ~~not~~is ~~change~~the ~~during~~Segment Investment plus the ~~Term~~interest earned $10,000 + $500 = $10,500.

We3.Index ~~establish~~Performance percentage ~~Strategies~~is ~~only~~negative, onbut ahigher ~~Start~~than ~~Date~~the Floor. ~~Start~~If ~~Dates are~~ the ~~1st~~calculated ~~and~~Index ~~3rd Wednesday of each~~Performance ~~month,~~percentage ~~unless~~for athe ~~scheduled~~S&P ~~Start~~500 ~~Date~~Index is -5% ~~not~~over athe ~~Business Day (a holiday~~Term, ~~for~~we ~~example).~~will Incalculate ~~that case,~~ the ~~next~~Segment ~~Business~~Maturity ~~Day~~Value ~~will~~as ~~be the Start Date.~~follows:

~~Strategies~~•Applying ~~mature~~the onIndex ~~their~~Performance percentage ~~Maturity~~(-5%) ~~Date.~~would ~~The~~result ~~Maturity~~in ~~Date~~a issmaller ~~the~~reduction ~~same~~in ~~Wednesday~~the ~~(1st~~Segment orInvestment ~~3rd)~~than of the ~~month~~Floor(-10%). ~~during~~We ~~which~~therefore multiply the ~~Term~~Segment ~~ends~~Investment ~~and~~by ~~corresponds~~the ~~with~~Index ~~the~~Performance ~~Wednesday~~to ofcalculate ~~the~~a ~~same~~$500 ~~calendar month~~reduction in ~~which~~ the ~~Term~~Segment ~~began~~Investment. If($10,000 ax -5% ~~scheduled~~= -$500). ~~Maturity~~The ~~Date~~Segment Investment is ~~not~~reduced aby ~~Business Day~~$500, ~~the~~resulting ~~next~~in ~~Business~~a ~~Day~~Segment ~~will~~Maturity beValue ~~the~~of ~~Maturity Date~~$9,500.

~~Note,~~4.Index ~~however,~~Performance percentage ~~that~~is ~~while~~negative ~~Terms~~and ~~are~~exceeds ~~typically~~the ~~described~~Floor. ~~in years,~~If ~~they~~the ~~are~~calculated ~~Contract Years,~~Index ~~not calendar~~Performance ~~years,~~percentage ~~and~~for dothe ~~not~~S&P ~~correspond~~500 toIndex ~~annual~~is -15% ~~calendar~~over ~~dates.~~the SoTerm, ~~for~~we ~~example,~~will aapply ~~one~~the ~~(1) year~~Downside ~~Term~~Protection ~~established~~and oncalculate the Segment Maturity Value as follows:

~~3rd~~•The ~~Wednesday~~Index Performance percentage (-15%) results in ~~January~~a greater reduction in the Segment Investment than the ~~will~~Floor(-10%). ~~mature~~We ontherefore multiply the ~~3rd~~Segment ~~Wednesday~~Investment inby ~~January~~the Floor to calculate a $1,000 reduction in the ~~following~~Segment ~~calendar year~~Investment. ~~Accordingly~~($10,000 ~~the~~x -10% ~~Term~~= -$1,000). ~~may~~The ~~contain~~Segment ~~more~~Investment oris ~~less~~reduced ~~than~~by ~~365 days~~$1,000, resulting in a Segment Maturity Value of $9,000.

~~Establishing~~Because athe ~~Strategy~~Index Performance percentage is calculated on the Maturity Date of an Indexed Segment, you may experience negative Index Performance even if the Index has experienced gains through some, or most, of the Term.

~~You~~Interim ~~must~~Value ~~provide~~of ~~allocation~~an ~~instructions~~Indexed for your initial Strategies on your application. Initial allocation instructions must be in whole percentages, and must 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 Segment

The Interim Value of an Indexed Segment is its value on any day other than the Start Date or Maturity Date. The Interim Value is used in two ways:

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

~~Table~~•To establish the Segment Value as the starting point for a withdrawal or surrender on a Business Day other than the Segment Maturity Date. (See “Effect of ~~Contents~~a Withdrawal During the Withdrawal Charge Period.”)

~~provided~~The inmethod ~~dollar~~we ~~amounts,~~use to calculate the Interim Value of a Segment is generally the same method we ~~will~~use ~~convert~~to calculate the ~~allocation~~value ~~instruction~~of the Segment on the Segment Maturity Date, except we do not take positive Index Performance into account. We start by determining the Index Performance ~~percentages~~percentage for ~~reporting~~the ~~and~~Segment on the date of withdrawal or surrender, the calculation ~~purposes~~date, by measuring the Index Performance from the Start Date to the calculation date. If the Index Performance percentage is positive or zero, the Interim Value will equal the Segment Investment.

~~You~~If ~~establish~~the ~~one~~Index Performance percentage is negative, the percentage amount we deduct from the Segment Investment will equal the greater of: a) the Index Performance percentage or ~~more~~b) ~~Strategies~~the ~~initially~~Floor. That percentage would be multiplied by ~~allocating~~the ~~your~~Segment ~~Purchase~~Investment ~~Payment~~to ~~and~~determine inthe ~~subsequent~~actual ~~Contract Years,~~dollar amount by ~~allocating~~which the ~~Maturity~~Segment ~~Value~~Investment ~~from~~would abe ~~maturing~~reduced ~~Strategy~~to arrive at the Interim Value.

The ~~Start~~Interim ~~Date~~Value ~~for~~calculation ~~your~~reflects ~~initial~~negative ~~Strategy(ies)~~Index ~~will~~Performance bebetween the ~~first available~~ Start Date ~~following~~and the ~~earlier~~calculation ofdate ~~(1) when~~but wedoes ~~have~~not ~~collected~~take ~~the~~into ~~entire~~account ~~amount~~positive ofIndex ~~your~~Performance. ~~Purchase~~Positive ~~Payment~~Indexed ~~from~~interest ~~all~~is ~~sources~~credited ~~indicated~~only on ~~the~~a ~~application,~~Maturity orDate. ~~(2) 60 days~~The ~~after~~Interim ~~the~~Value ~~Issue~~calculation ~~Date,~~does ~~assuming~~not wetake ~~have~~into ~~received,~~account atany ~~least,~~applicable ~~the~~withdrawal ~~minimum~~charge ~~Purchase~~or ~~Payment~~Market ~~amount~~Value ~~($25,000)~~Adjustment.

InThe ~~order~~Interim toValue ~~receive the guaranteed Crediting Method rates, we must receive your signed application at our Administrative Office within 60 days~~ of ~~the~~an ~~date~~Indexed ~~you~~Segment ~~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 always be ~~the~~equal ~~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~~less ~~any existing allocation instructions provided we receive it not later~~ than ~~4 p.m.~~your ~~Eastern~~Segment ~~Time~~Investment ~~of the Start Date~~ on ~~which~~ the ~~Strategy~~calculation ~~is scheduled to be established~~date.

~~After~~The ~~the~~following ~~first~~examples ~~Contract Year,~~show ahow ~~Strategy’s~~we ~~Start~~calculate ~~Date~~Interim isValue. ~~the~~Assume ~~same~~you ~~Business~~invest ~~Day~~$10,000 asin ~~the~~an ~~maturing~~S&P 500 Indexed Strategy’s ~~Maturity~~with ~~Date.~~a ~~You~~one ~~may~~(1) Year reTerm and -~~allocate~~10% ~~your~~Floor. ~~Contract~~On ~~Value~~the ~~among~~Start Date, the ~~available~~Crediting ~~Strategies~~Method ~~only~~consists onof ~~the~~a ~~Maturity~~13% ~~Date~~Cap and ~~only~~a if100% ~~the~~Participation ~~Maturity~~Rate. ~~Date~~You ~~occurs~~do ~~before~~not ~~your~~take ~~Annuity~~any ~~Date~~withdrawals from the Segment.

We1.Index ~~may~~Performance percentage ~~change~~positive or(greater ~~modify~~than ~~the requirements and restrictions to establish a Strategy at any time with advance written notice to you~~0%). ~~Any~~In ~~change~~this orscenario, ~~modification~~ we ~~make~~disregard ~~will~~the ~~not~~Index ~~affect~~Performance. ~~Strategies~~Your ~~established~~Interim ~~before~~Value ~~the~~is ~~effective~~equal ~~date~~to ofyour ~~the~~Segment ~~change~~Investment ~~or modification~~($10,000).

~~You~~2.Index ~~may~~Performance percentage ~~not~~is ~~use~~negative, ~~any~~but ~~part~~remains ofabove ~~existing~~the ~~Strategy~~Floor. ~~Value~~If the calculated Index Performance percentage for the S&P 500 Index is -5% from the Start Date to ~~establish~~the acalculation ~~new~~date, ~~Strategy~~we ~~until~~will calculate the ~~existing~~Interim ~~Strategy’s~~Value ~~Maturity~~as ~~Date.~~follows:

~~On a Maturity Date, we will follow your current allocation instructions for renewing, reallocating, or establishing new Strategies.~~ •The ~~allocation~~Index ~~instructions your provide us on your application automatically become your default instructions, and we will follow these default instructions unless (1)~~Performance ~~you~~percentage ~~provide us new instructions or~~ (2-5%) we ~~are~~would ~~unable~~result toin ~~follow your instructions because we have discontinued~~ a ~~particular~~smaller ~~Strategy~~reduction orin ~~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~~Segment ~~Date,~~Investment wethan ~~will attempt to contact you or your financial professional to request new allocation instructions. If we do not receive new allocation instructions by 4~~the pFloor(-10%).m. ~~Eastern~~We ~~Time~~therefore onmultiply the ~~Strategy~~Segment ~~Start~~Investment ~~Date,~~by ~~we will transfer~~ the ~~relevant~~Index ~~Strategy’s~~Performance ~~entire Maturity Value~~ to ~~the~~calculate ~~Default~~a ~~Strategy.~~$500 ~~You~~reduction ~~will be notified~~ in ~~writing~~the ~~that~~Segment ~~this~~Investment. ~~has occurred~~($10,000 ~~and~~x -5% ~~provided the opportunity to reallocate the amount at the end of the Term to the then available Strategies~~= -$500). The ~~amount~~$500 ~~you~~reduction ~~instructed~~is usapplied to ~~allocate to that particular (no longer available) Strategy will remain in~~ the ~~Default~~Segment ~~Strategy,~~Investment ~~with~~for ~~automatic~~an ~~renewal~~Interim atValue ~~the end~~ of ~~each Term~~$9, ~~until you provide us new allocation instructions~~500. ~~It is important to note that we will not discontinue a Strategy once its Term has begun.~~

~~Strategy~~3.Index ~~Transfers~~Performance percentage is negative and ~~Renewals~~exceeds the Floor. If the calculated Index Performance percentage for the S&P 500 Price Return Index is -15% from the Start Date to the calculation date, we will apply your chosen Downside Protection and calculate the Interim Value as follows:

~~Restrictions~~•The onIndex ~~Transfers~~Performance percentage of(-15%) ~~During~~would result in a ~~Strategy~~greater ~~Term~~reduction in the Segment Investment than the Floor(-10%). We therefore multiply the Segment Investment by the Floor to calculate a $1,000 reduction in the Segment Investment. ($10,000 x -10% = -$1,000). We deduct the $1,000 from the Segment Investment, resulting in an Interim Value of $9,000.

~~You~~If ~~may~~you ~~not~~make ~~transfer~~a ~~all~~withdrawal from a Segment or ~~part~~surrender ofthe Contract before the ~~value~~Maturity ofDate, we will apply an ~~existing~~Interim ~~Strategy~~Value ~~during~~calculation, ~~its~~which ~~Term~~may toresult ~~any~~in ~~other~~a ~~existing~~reduction ~~Strategy~~of the Segment Value and Segment Investment that is significantly larger than the withdrawal amount requested and could result in loss of principal and previously credited interest.

~~You~~Withdrawals ~~may~~during ~~not~~the ~~use~~middle ~~all~~of ora ~~part~~Term ofreduce the ~~value~~Interim ofValue anon ~~existing~~a ~~Strategy~~dollar-for-dollar tobasis ~~establish~~and areduce ~~new~~the ~~Strategy~~Segment onInvestment ~~any~~by ~~day~~the ~~other~~same ~~than~~proportion that the ~~existing~~withdrawal ~~Strategy’s~~reduces ~~Maturity~~the ~~Date~~Interim Value. The reduction in the Segment Investment is allocated on a pro-rata basis among the available Segments. For example, assume you have

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

~~Table~~Segment Investment of ~~Contents~~$10,000 in an Indexed Strategy with a -10% Floor and take a withdrawal of $3,600. In this example, assume there are no applicable surrender charges or MVA.

1.The Interim Value is less than the Segment Investment. In this example, Index Performance was negative (-15%) and fell below the Floor on the calculation date. Therefore, you have an Interim Value of $9,000 ($10,000 – the lesser of $1,500 [the -15% index performance x $10,000] or $1,000 [the -10% Floor x $10,000]. The $3,600 withdrawal will reduce the Interim Value dollar-for-dollar (by an amount equal to $3,600). Your Interim Value after the withdrawal is $5,400 ($9,000 – $3,600 = $5,400). The proportion that your withdrawal reduces your Interim Value is 40% ($3,600 / $9,000 = 40%). Your Segment Investment is reduced by that same proportion, which is $4,000 (40% x $10,000). As a result, your Segment Investment after the withdrawal is $6,000 ($10,000 – $4,000 = $6,000).

2.The Interim Value is the same as the Segment Investment. In this example, Index Performance was positive on the calculation date. Therefore, we disregard the Index Performance, and you have an Interim Value of $10,000. The $3,600 withdrawal will reduce the Interim Value dollar-for-dollar (by an amount equal to $3,600). Your Interim Value after the withdrawal is $6,400 ($10,000 – $3,600 = $6,400). The proportion that your withdrawal reduces your Interim Value is 36% ($3,600 / $10,000 = 36%). Your Segment Investment is reduced by that same proportion, which is $3,600 (36% x $10,000). As a result, your Segment Investment after the withdrawal is $6,400 ($10,000 – $3,600 = $6,400).

A withdrawal during the Term will not change the Crediting Method or Downside Protection applicable to the Segment Investment remaining in the Indexed Segment.

A total surrender during the middle of a Term will result in you receiving the Interim Value less any applicable surrender charges and MVA. You will not participate in any positive Index Performance of that segment if you make a total surrender during the middle of a Term. For example, assume you have Segment Investment of $100,000, representing your entire investment in the Contract, in an Indexed Strategy with a -10% Floor and you surrender your Contract. In this example, assume there are no applicable surrender charges or MVA.

1.The Interim Value is below the Segment Investment. In this example, Index Performance was negative (-15%) and fell below the Floor on the calculation date. Therefore, you have an Interim Value of $90,000 ($100,000 – the lesser of $15,000 [the -15% index performance x $100,000] or $10,000 [the -10% Floor x $100,000], and this is the amount you would receive upon surrender.

For more examples of how we calculate Interim Value, see Appendix A to this Prospectus.

Segment Transfers and Renewals

Restrictions on Transfers of Segment Value

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

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

You may not transfer all or part of the value of an existing Segment to the Declared Rate Account on any day other than the Maturity Date for the existing Segment.

Any instruction from you for any of these transactions will be treated as not in good order and will not be honored.

Transfer of Maturity Value on a Maturity Date

Not ~~more than 45 days, nor~~ less than 30 days before the Maturity Date for a ~~Strategy~~Segment, we will advise you of the upcoming Maturity Date and ~~request~~you may provide us instructions for allocation of the Maturity Value. The notice we send will include a description of the maturing Segment’s Strategy, ~~Elements~~Term, ~~for~~Crediting ~~each~~Method ~~maturing~~and ~~Strategy~~Downside Protection. ~~However,~~Because ~~because~~ the notice will be sent to you well in advance of the Maturity Date, itthe notice will not include the Maturity Value for the ~~Strategy~~Segment nor will it provide information on the Strategies that will be offered at that time. Two weeks prior to a Segment Maturity Date, you can obtain information about the interest rate for the Guaranteed Interest Strategy and the Crediting Method(s) and Downside Protection for each Indexed Strategy that will be offered on the Segment Start Date occurring on the same day as the upcoming Segment Maturity Date. You may obtain this information the following ways:

Not less than two weeks prior to the Maturity Date, you can obtain information about Strategy Elements for each Strategy that will be available on the upcoming Maturity Date (which coincides with the next available Start Date). You may obtain this information the following ways:

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

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

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

On a Maturity Date, you may ~~use~~transfer all or part of the Maturity Value~~(s)~~ to ~~renew,~~the ~~reallocate~~Declared Rate Account, or ~~establish~~you ~~one~~may use all or ~~more~~part of the Maturity Value to establish new ~~Strategies~~Segments selected from ~~those~~among wethe ~~are~~Strategies ~~offering~~we offer at that time., ~~You~~provided ~~should~~your ~~obtain~~allocation ~~information~~instructions ~~about~~conform to the ~~Strategy~~requirements ~~Elements~~and ~~for~~restrictions ~~the~~in ~~new~~effect ~~Strategies~~at ~~before~~that ~~making~~time. ~~any~~(See ~~allocation~~“Establishing ~~decisions~~a Segment”.) We must receive your allocation instructions ~~not~~by ~~later than~~ 4 ~~p.m.~~ PM Eastern on the Maturity Date. If we do not receive instructions by that time, the Maturity Value will be transferred to the Declared Rate Account.

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

IfAnytime weduring doa ~~not~~Segment ~~receive~~Term, ~~new~~you ~~instructions~~may byinstruct ~~that~~us ~~time~~to ~~and~~automatically ~~you~~allocate ~~have~~Maturity ~~not~~Value ~~opted~~into ~~for~~a ~~automatic~~new ~~rebalancing,~~Segment weusing ~~will follow~~ the ~~instructions~~same weStrategy, ~~have on file~~Term, and weDownside ~~will apply the Strategy’s entire Maturity Value to a new Strategy~~Protection, asif ~~long as~~ we are offering it at that time,. ~~with~~Since the ~~same~~Participation ~~Term,~~Rate ~~Downside~~and ~~Protection~~Caps asare ~~the~~guaranteed ~~maturing~~only ~~Strategy.~~for ~~However,~~a ~~the~~single ~~Cap~~Term and ~~Participation~~are ~~Rate~~set ~~for~~by us from time to time, the ~~new~~Crediting ~~Strategy~~Method ~~will~~for bethe ~~those~~renewal ~~currently~~Segment ~~offered~~may ~~and~~or may not be ~~different~~the ~~that~~same ~~those~~Crediting ~~associated~~Method ~~with~~of the maturing ~~Strategy~~Segment.

~~Automatic~~After ~~Strategy~~we ~~Renewal~~receive an automatic renewal instruction from you, 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 PM Eastern on the Maturity Date. If cancelled, automatic renewals will be terminated as of the date of the request, and you must send a new automatic renewal instruction to begin them again.

OnIf ~~your~~you ~~application~~instructed orus ~~anytime~~to ~~during~~automatically renew a particular Indexed Strategy ~~Term,~~on ~~you~~a ~~may~~Segment’s ~~instruct~~Maturity usDate, toand ~~automatically~~we ~~renew~~do ~~any~~not ~~Strategy.~~offer ~~Automatic~~that ~~renewal~~Indexed ~~means~~Strategy weat ~~will~~that ~~allocate~~time, the Segment’s Maturity Value ofwill ~~the~~be ~~maturing~~transferred ~~Strategy~~to ~~into~~the aDeclared ~~new~~Rate ~~Strategy~~Account. ~~using~~You ~~the~~will ~~same~~be ~~Strategy~~notified ~~Elements,~~in aswriting ~~long~~that asthis wehas ~~are~~occurred, ~~offering~~and itprovided atthe ~~that~~opportunity ~~time.~~to ~~The~~reallocate ~~Crediting~~the ~~Method~~amount ~~for~~on the ~~renewal~~next ~~Strategy~~Segment ~~may~~Start orDate ~~may~~to ~~not~~the bethen ~~the~~available ~~same~~Strategies. ~~Crediting~~The ~~Method~~Segment ofMaturity ~~the~~Value ~~maturing~~you ~~Strategy,~~instructed ~~since~~us ~~the~~to ~~Participation~~allocate ~~Rate~~to ~~and~~the ~~Caps~~no ~~are~~longer ~~guaranteed~~available ~~only~~Indexed ~~for~~Strategy ~~the~~will ~~existing~~remain ~~Term~~in ~~and~~the ~~Crediting~~Declared ~~Method~~Rate ~~elements~~Account ~~are~~until ~~declared~~you byprovide us innew ~~advance~~allocation ~~of the Maturity Date~~instructions.

IfEffect ~~you~~of ~~select automatic renewal, it will remain in effect until you change or cancel it. Like all other allocation instructions,~~ an ~~automatic~~Emergency 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.Close

IfIt ~~you~~is ~~instructed~~possible usthat toan ~~automatically~~Index ~~renew~~could aexperience ~~particular~~an ~~Strategy~~emergency close on a ~~Maturity~~Business ~~Date~~Day, ~~and~~thereby weaffecting dothe ~~not~~Index’s ~~offer~~ability ~~that~~to ~~Strategy~~publish ata ~~that~~price ~~time,~~and weour ~~will~~ability ~~attempt~~ to ~~contact~~mature ~~you~~ or ~~your~~start ~~financial~~Indexed ~~professional~~Segments tobased ~~request~~on ~~new~~the ~~allocation~~affected ~~instructions~~Index. IfTherefore, weif doan ~~not~~Index ~~receive~~experiences ~~new~~an ~~allocation~~emergency ~~instructions~~close byand ~~4 p.m.~~cannot ~~Eastern~~publish ~~Time~~any ~~on the Strategy Start Date~~prices, we will ~~transfer~~delay the Maturity ~~Value~~Date toor ~~the~~Start ~~Default~~Date ~~Strategy.~~of ~~You~~all ~~will~~Indexed beSegments ~~notified~~for inthe ~~writing~~affected ~~that~~Index. ~~this~~If ~~has~~an ~~occurred,~~emergency ~~and~~close ~~provided~~occurs ~~the~~on ~~opportunity~~a toscheduled ~~reallocate~~Maturity Date, then the ~~amount~~Maturity onDate ~~the~~for ~~Default~~that ~~Strategy’s~~Segment ~~Maturity~~will ~~Date~~be todelayed until the ~~then~~next ~~available~~Business ~~Strategies~~Day.

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

Table of Contents

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

Strategy Base and Strategy Value

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

On any Business Day, the Strategy Base is the dollar amount applied to establish the Strategy on its Start Date, minus a reduction for any withdrawals taken during the Term. A withdrawal will reduce the Strategy Base. If you take a withdrawal, the Strategy Base amount after we process the withdrawal will be less than the Strategy Base amount before we process the withdrawal. If you do not take a withdrawal during the Strategy Term, the Strategy Base will not change and will remain equal to the dollar amount applied on the Start Date.

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

Calculating Strategy Value

To calculate Strategy Value, we multiply the Strategy Base by the Strategy Performance (positive or negative) and add the result to the Strategy Base.

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

Index Performance and Strategy Performance

Index Performance is the measure of the percentage increase or decrease in the 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

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Strategy Value. The way we calculate Strategy Performance depends upon whether Index Performance is positive or negative and the type of Crediting Method and Downside Protection applicable to the Strategy. If a Strategy includes both a Participation Rate and a Cap, Strategy Performance is the lesser of the Cap, or the Index Performance multiplied by the Participation Rate. We only 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.

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

Crediting 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

WHEN INDEX PERFORMANCE IS NEGATIVE (LESS THAN 0):

Downside Protection Floor Strategy Performance = (greater of (Index Performance) or (Floor)) x Vesting Factor Buffer Strategy Performance = Index Performance – (Buffer x Vesting Factor)

Vesting Factor

The Strategy Value includes any credited interest or reduction in Strategy Value, if any, since the Strategy’s Start Date. We determine any credited interest or reduction in Strategy Value by applying a Vesting Factor. The Vesting Factor varies

depending upon whether Index Performance is positive or negative and the type of Downside Protection and the day of the Term. The table below describes the Vesting Factor schedule.

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

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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		%

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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)

__________________

(1)For purposes of this example, assume that the Term is 364 days and that the halfway point is 182 days. For days 1-182, the Vesting Factor is 25%.

(2)For purposes of this example, assume that the Term is 364 days and that the halfway point is 182 days. For days 183-363, the Vesting Factor is 50%.

(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.

•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.

•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.

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3.Index Performance percentage is negative, but higher than the Floor. 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:

•Applying the Index Performance percentage (-5%) would result in a smaller reduction in the Strategy Base than the Floor (-10%). We therefore multiply the Strategy Base by the Index Performance 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.

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

•The Index 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.

5.Index Performance percentage is negative, and completely absorbed by the Buffer. 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 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.

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ACCESSING YOUR MONEY

Withdrawals and Surrenders

Anytime on or before the Annuity Date you may request a withdrawal from — or a surrender of — your Contract Value, by Written Notice or any other method we permit at that time. Federal and state income taxes may apply to distributions from the Contract, and a 10% additional tax may apply if the distribution occurs before an Owner’s age ~~591~~59 1/2. (See “Federal Tax Matters.”)

~~Partial~~Requests ~~Withdrawals~~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 pm Eastern Time on a Business Day, we will process the request that Business Day. If we receive the request on or after 4 pm Eastern Time on a Business Day, it will be processed the next Business Day.

We typically pay withdrawal and surrender requests within 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.

Withdrawals and surrenders during the withdrawal charge period that exceed the Free Withdrawal Amount are subject to an MVA and a withdrawal charge. (See “Market Value Adjustment.”)

Free Withdrawal Amount

During the first six (6) Contract Years (the withdrawal charge period), you can withdraw your Contract Value up to the amount of the Free Withdrawal Amount without being subject to an MVA and withdrawal charge. However, withdrawals from an Indexed Segment prior to the Maturity Date would be subject to an Interim Value calculation. Application of the Interim Value calculation may result in a reduction of the Segment Value and Segment Investment that is significantly larger than the withdrawal amount requested. See “Interim Value of an Indexed Segment”.

We calculate the available Free Withdrawal Amount with each withdrawal. It is equal to 10% of the sum of A + B + C, minus the sum of all prior withdrawals that Contract Year, where:

“A” is the Declared Rate Account Value

“B” is the Guaranteed Account Value

“C” is the sum of the Segment Investment of all Indexed Segments

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

Withdrawals

On or before the Annuity Date, you may request a withdrawal of a portion of your Contract Value, provided:

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

•the Contract Value after the withdrawal is processed is at least $25,000 (not required for withdrawals taken to satisfy federal income tax rules concerning minimum distribution requirements applicable to your Contract).

If any of these requirements is not met, we will treat your withdrawal request as not in Good Order and will not process the request. If this occurs, we will notify you and provide the opportunity to modify the instruction so the requirements are met.29

If any of these requirements is not met, we will treat your withdrawal request as not in good order and will not process the request. If this occurs, we will notify you and provide the opportunity to modify the instruction so the requirements are met.

How Withdrawals are Taken from your Contract Value

Generally, you may tell us how to apportion a withdrawal from the Allocation Options. However, if on the date we process the withdrawal you have Contract Value in the Declared Rate Account, we will first deduct the Contract Value in the Declared Rate Account to pay the withdrawal request. If your Contract Value in the Declared Rate Account is not sufficient to pay the withdrawal request, we will deduct Contract Value from the Segment(s) according to your instructions. If you request a withdrawal on the Maturity Date of a Segment, we will fulfill the withdrawal request first from the Maturity Value of that Segment, and then in the order previously described.

If you do not specify how a withdrawal should be apportioned and your request is otherwise in good order, we will deduct amounts in the following order:

•First, from the Declared Rate Account;

•Next, from the Guaranteed Interest Segment(s) on a “last established-first withdrawn” basis, regardless of the interest rate being applied to the Segment; and

•Finally, from the Indexed Segment(s) on a “last established-first withdrawn” basis, regardless of the Crediting Method and Downside Protection associated with the Segment(s).

If we receive your withdrawal request on a Start Date before 4 pm Eastern Time, the request may prevent us from processing any prior instruction from you to establish a new Segment(s) on that Start Date. If the Contract Value in the Declared Rate Account and any available Maturity Value is not sufficient to fulfill both instructions, we will process the withdrawal request. We will treat the instruction to establish a new Segment(s) as not in good order due to insufficient funds and will not process the request. If this occurs, we will notify you and provide the opportunity to modify the instruction. When your instruction to establish new Segment(s) is in good order, we will execute the instruction on that, or the next available Start Date.

A withdrawal during the Term will not change the Crediting Method or Downside Protection applicable to the Segment Investment remaining in an Indexed Segment.

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.

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

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

~~Free~~ Withdrawal ~~Amount~~Value

~~During~~The withdrawal value of any surrender or withdrawal request is calculated by adding the ~~first~~values ~~six~~of ~~(6) Contract Years~~the (Declared Rate Account, Guaranteed Interest Segments and the ~~initial~~Indexed ~~MVA~~Segments ~~Period~~(Interim Value or Maturity Value, as applicable). We then apply any applicable Market Value Adjustment, and subtract any applicable withdrawal charge, ~~period)~~premium tax, and any required or requested tax withholding. The amount we will pay you ~~can~~if you request a withdrawal depends on whether you request a “gross” withdrawal or a “net” withdrawal. For a “gross” withdrawal, you instruct us to withdraw ~~your~~a specified amount of Contract Value upfrom toyour ~~the~~Contract and that amount ofless the Free Withdrawal Amount ~~without~~will ~~being~~be ~~subject~~increased toor andecreased by the application of any applicable MVA, and then reduced by the applicable withdrawal charge and any required or requested tax withholding, if any. ~~Although~~You nomay ~~withdrawal~~receive ~~charges~~more ~~will~~or ~~apply~~less ~~after~~than the ~~end~~amount of ~~the~~Contract ~~initial~~Value you instructed us to withdraw. If an MVA ~~Period,~~applies ~~withdrawals~~to inthe ~~excess~~Contract ofValue withdrawn less the Free Withdrawal Amount ~~taken~~and ~~during~~the ~~any~~ MVA ~~Period~~is ~~will~~positive ~~still~~and beincreases ~~subject~~that toamount, anthe ~~MVA.~~amount Ifof the withdrawal charge you ~~make~~pay awill be higher since the withdrawal ~~before~~charge awould ~~Maturity~~apply ~~Date,~~to both the ~~Strategy~~Contract Value ~~may~~withdrawn be less ~~than~~ the ~~Strategy~~Free ~~Base~~Withdrawal Amount and ~~may~~the beincrease ~~less~~resulting ~~than~~from application of the ~~amount~~MVA. ~~you~~Conversely, ~~would~~if ~~receive~~the ~~had~~MVA ~~you~~applied ~~held~~to the ~~Strategy~~Contract ~~until~~Value ~~the~~withdrawn ~~Maturity~~less ~~Date.~~the ~~Taking~~Free aWithdrawal ~~withdrawal~~Amount ~~before~~is anegative ~~Maturity~~and ~~Date~~lowers ~~may~~that ~~result~~amount, inthe aamount ~~reduction~~ of the ~~Strategy~~withdrawal ~~Base~~charge ~~that~~you ispay ~~significantly~~will ~~larger~~be ~~than~~lower since the withdrawal charge would apply to an amount ~~requested~~that ~~and~~is ~~could~~less ~~result~~than inthe ~~loss~~Contract ofValue ~~principal~~withdrawn ~~and~~less ~~previously~~the ~~credited~~Free ~~interest~~Withdrawal Amount.

For a “net” withdrawal, you instruct us to withdraw a specified amount of Contract Value from your Contract and we will pay you that amount less any required or requested tax withholding. We ~~calculate~~will apply any applicable MVA and then any applicable withdrawal charge against the ~~available~~Contract ~~Free~~Value ~~Withdrawal~~remaining ~~Amount~~in ~~with~~your ~~each~~Contract after we process the withdrawal. ~~During~~The ~~the~~MVA ~~first~~would be based on the Contract ~~Year,~~ Value Withdrawn less the Free Withdrawal ~~amount~~Amount. ~~available~~If ~~each~~the MVA applied to the Contract ~~Year~~ Value remaining in your Contract is ~~equal~~positive toand ~~10%~~increases that amount, the amount of the withdrawal charge you pay will be higher since the withdrawal charge would apply to both the Contract ~~Base~~Value ~~that~~withdrawn ~~established~~less the ~~initial~~Free ~~Strategies~~Withdrawal Amount and the increase resulting from application of the MVA. InConversely, ~~subsequent~~if the MVA applied to the Contract ~~Years,~~ itValue remaining in the Contract is ~~equal~~negative toand ~~10%~~lowers that amount, the amount of the withdrawal charge you pay will be lower since the withdrawal charge would apply to an amount less than the Contract ~~Base~~Value aswithdrawn less the Free Withdrawal Amount. See CHARGES AND DEDUCTIONS. For examples of how the ~~most~~MVA ~~recent~~can affect the amount you receive for a full surrender or withdrawal requested during the withdrawal charge period, ~~prior~~see ~~Contract~~Appendix ~~Anniversary~~A to this Prospectus.

~~The~~If ~~Free~~you ~~Withdrawal~~make ~~Amount~~a iswithdrawal ~~not~~from ~~cumulative.~~a ~~Any~~Segment ~~portion~~or surrender the Contract before the Segment Maturity Date, the Interim Value may be less than the Segment Investment and may be less than the amount you would receive had you held the investment until the Segment Maturity Date. Application of the ~~Free~~Interim ~~Withdrawal~~Value ~~Amount~~calculation ~~not~~may ~~taken~~result ~~during~~in a ~~Contract Year~~reduction of the Segment Investment that is significantly larger than the withdrawal amount requested and could result in loss of principal and previously credited interest. In addition, the Interim Value calculation reflects negative Index Performance between the Start Date and the calculation date but does not ~~carry~~take ~~forward~~into toaccount ~~future~~positive ~~Contract Years~~Index Performance.

~~How~~We ~~Withdrawals~~will ~~are~~determine ~~taken~~the ~~from~~withdrawal value as of the end of the Business Day on during which we receive your ~~Contract~~request ~~Value~~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 Exchange, which 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.

Withdrawals will be deducted pro rata from the Strategies. We do not allow withdrawals 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, and we may withdraw amounts from a Strategy that you would prefer be excluded. If we process your withdrawal request while in the Holding Account (i.e., before establishing your initial Strategies), we will deduct the Holding Account Value to pay the withdrawal request. We will not apply the Market Value Adjustment or a withdrawal charge to withdrawals taken from the Holding Account Value. A withdrawal from the Holding Account will reduce the amount applied to establish your initial Strategies.

When you make a withdrawal request, you must instruct us as to whether the amount you request is (1) the amount you want to receive (a “net” withdrawal), or (2) the amount you want us to deduct from your Contract Value (a “gross” withdrawal). The formula is generally the same for a gross or net withdrawal; however, if you request a net withdrawal, the amount we deduct from your Contract Value could be more than the amount of your withdrawal request in order to account for the 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.

Calculating Amounts Associated with a Withdrawal

The steps and formulas below explain how we calculate withdrawals and, more specifically, how we determine the following amounts: (1) the amount we need to deduct from each Strategy to satisfy the withdrawal request; (2) the amount remaining in your Strategy after we process the withdrawal; (3) the MVA and, if applicable, the withdrawal charge applicable to each Strategy; and (4) your withdrawal proceeds.

We use Steps 1 and 2 to calculate the effect of a withdrawal on the Strategy Base (i.e., the amount we deduct and the amount that remains in the Strategy). Steps 3 and 4 show how we calculate the relevant charges and the proceeds you will receive. For examples on how we calculate withdrawals, see Appendix A to this Prospectus.

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Step 1: Calculating the Amount We Deduct from Each Strategy Base for the Withdrawal Request

When a withdrawal is taken from your Contract, the Contract Base and Strategy Bases will be reduced. The total amount of the reduction is intended to adjust the Contract Base in the same proportion that the withdrawal amount reduced the Contract Value at the time of the withdrawal. The amount of the reduction to the Contract Base could be greater than the dollar amount of the withdrawal to the Contract Value, if the Contract Value, at the time of the withdrawal, is less than the Contract 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.

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

A portion of 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.

Strategy Withdrawal Amount = A x B

A= withdrawal request amount, and

B = Strategy Base allocation percentage.

Once we determine the Strategy Withdrawal 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:

Strategy Free Withdrawal Amount = A x B

where:

A = Free Withdrawal Amount, and

B = Strategy Base allocation percentage.

For each Strategy, we determine the amount of the withdrawal that will be subject to the MVA, and we 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.

MVA Strategy Withdrawal Portion = A – B

where:

A = Strategy Withdrawal Amount, and

B = Strategy Free Withdrawal Amount.

We then determine the dollar amount of the MVA and, if applicable, the dollar amount of the withdrawal charge for each Strategy. The dollar amount of the MVA could increase, decrease, or have no effect on the amount you will receive from the withdrawal.

The dollar amount of the MVA = A x B

where:

A = MVA Strategy Withdrawal Portion, and

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

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

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MVA. An MVA that increases the MVA Strategy Withdrawal Portion will also increase the withdrawal charge. Similarly, an MVA that decreases the MVA Strategy Withdrawal Portion will also decrease the withdrawal charge.

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

where:

A = MVA Strategy Withdrawal Portion,

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

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

Step 4: Determining the Amount of the Withdrawal Proceeds You Will Receive

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

Withdrawal Proceeds = A +/– B – C – D

where:

A = sum of all Strategy Withdrawal Amounts,

B = sum of the dollar amounts of the MVA for all the Strategies,

C = sum of the dollar amounts of the withdrawal charges for all the Strategies,

D = any required or requested tax withholding.

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 Exchange, which 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.

Effect of a 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.

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In the case of certain Qualified Plans, federal tax law imposes restrictions on the form and manner in which benefits may be paid. For example, spousal consent may be needed in certain instances before a distribution may be made.

Suspension or Delay in Payments

Payments of a withdrawal or surrender of the Contract Value or death benefit are usually made within ~~five~~seven (57) ~~Business Days~~calendar days. However, we may delay such payment of a withdrawal or surrender of the Contract Value or death benefit if a reference Index is not published or your Purchase Payment check has not cleared your bank.

We may delay payment of a withdrawal or surrender for up to six months where permitted.

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DEATH BENEFIT

If any Owner dies before the Annuity Date and while the Contract is in force, we will pay a death benefit, less any applicable premium tax, to the Beneficiary. The death benefit isterminates ~~not~~on ~~available after~~ the Annuity Date.

~~The~~We ~~Contract~~calculate ~~offers~~the ~~two~~death ~~different~~benefit ~~death~~as ~~benefits:~~of ~~(1)~~ the ~~Contract~~date ~~Value~~we ~~Death~~receive ~~Benefit~~proof ~~and~~of ~~(2) the~~death. ~~optional~~The ~~Return~~death ofbenefit ~~Purchase~~is ~~Payment~~the ~~Death~~greater ~~Benefit.~~of ~~These~~(A) or ~~death~~(B), ~~benefits~~as ~~are~~ described ~~more completely~~ below.

~~You~~(a)The ~~must~~Declared ~~determine~~Rate ~~the~~Account ~~type~~value ofplus ~~death~~the ~~benefit~~Segment ~~you want when you apply for your Contract. You may not change your death benefit selection after your Contract is issued. The Contract~~ Value(s) of ~~Death~~all ~~Benefit~~the isGuaranteed ~~included~~Interest ~~with~~Segments ~~your~~plus ~~Contract~~the atSegment noInvestment(s) of ~~additional~~all ~~charge. You may select~~ the ~~optional~~Indexed ~~Return~~Segments of(does ~~Purchase~~not ~~Payment~~include ~~Death~~Interim ~~Benefit~~Value); ~~for an additional fee.~~or

~~You~~(b)The ~~should~~Contract ~~carefully~~Value ~~consider~~plus ~~each of these death benefits and consult a qualified financial professional to help you decide which death benefit is best for you. If you select~~ the ~~Return~~Market ofValue ~~Purchase Payment Death Benefit~~Adjustment, ~~consider~~but ~~the~~only ~~relative~~if ~~costs against~~ the ~~potential~~Market ~~benefits~~Value ~~and~~Adjustment ~~risks~~increases asthe ~~those~~death ~~apply to your particular situation~~benefit.

Only one death benefit is payable under this Contract, even though the Contract may, in some circumstances, continue beyond an Owner’s death.

We ~~calculate the death benefit as of the date 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.

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

The death benefit provisions of the Contract will be interpreted to comply with the requirements of Section 72(s) of the Code ~~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~~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.”

The death benefit provisions of this Contract ~~Value~~shall ~~Death~~be ~~Benefit~~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 Contact modifications.

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

Optional Return of Purchase Payment Death Benefit

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

(a)the Contract Value;

(b)the Surrender Value; or

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

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

Return of Purchase Payment Death Benefit Fee

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

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

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

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

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

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)

__________________

1Given 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.

Payment of the Death Benefit

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

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

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

The tax rules for Qualified Contracts differ in some material respects from the tax rules for Non-Qualified Contracts, including by limiting the types of beneficiaries who can elect option a. above and the circumstances in which a 5-year or 10-year distribution requirement will apply. See “QUALIFIED RETIREMENT PLANS, Temporary Rules under the CARES Act and Required Minimum Distributions Upon Your Death.”33

The tax rules for Qualified Contracts differ in some material respects from the tax rules for Non-Qualified Contracts, including by limiting the types of beneficiaries who can elect option (1) above and the circumstances in which a 5-year or 10-year distribution requirement will apply. See “QUALIFIED RETIREMENT PLANS, Temporary Rules under the CARES Act and Required Minimum Distributions Upon Your Death.”

If there is more than one Beneficiary, the foregoing provisions apply to each Beneficiary individually.

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Continuation of the Contract by a Surviving Spouse

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

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

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

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

U.S. Treasury Department regulations provide that for federal tax purposes, the term “spouse” does not include individuals (whether of the opposite sex or the same sex) who have entered into a registered domestic partnership, civil union, or other similar formal relationship that is not denominated as a marriage under the laws of the state where the relationship was entered into, regardless of domicile. In addition, if the Owner and the Beneficiary are no longer married as of the date of death, such individuals are no longer treated as spouses for federal tax law purposes. As a result, if a Beneficiary of a deceased Owner and the Owner 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.

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

Escheatment of Death Benefit

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

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~~Table~~escheatment, ofit ~~Contents~~is important that you update your beneficiary designations, including addresses, if and as they change. Such updates should be communicated in writing, by telephone, or other approved electronic means to our Administrative Office.

CHARGES AND DEDUCTIONS

Market Value Adjustment

IfDuring ~~you~~the ~~make~~first asix ~~withdrawal~~(6) Contract Years or(the ~~surrender~~withdrawal ~~your~~charge ~~Contract~~period), we will apply a “market value adjustment” or “MVA” to any withdrawal or surrender that exceeds the Free Withdrawal Amount. The MVA is based, in part, on the change in market interest rates between the ~~beginning~~Issue ofDate ~~the MVA Period~~ and the withdrawal date. We use MVA Rates to measure this change ~~in market interest rates~~. Application of the MVA to a withdrawal or surrender request that exceeds the Free Withdrawal Amount could reduce the Contract Value or Surrender Value, as applicable to less than the amount protected by the ~~Buffer(s) or~~ Floor(s). We will ~~not~~only apply the MVA to the death benefit orif it would increase the amount of the death benefit. We will not apply the MVA to amounts applied to an Annuity Option on the Annuity Date.

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

MVA Periods

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

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

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

(a)the Constant Maturity Treasury Rate for a duration equal to the ~~current~~Contract’s ~~MVA~~withdrawal charge 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 toin ~~calculate~~determining the ~~Market~~MVA. During the withdrawal charge period, the MVA is an amount by which we adjust either (1) the amount you will receive from a withdrawal or surrender, or (2) the Contract Value ~~Adjustment~~remaining in your Contract after we process the withdrawal. For an explanation on how we calculate ~~withdrawals,~~a ~~see~~ “~~Calculating~~gross” ~~Amounts~~withdrawals ~~Associated~~and ~~with~~“net” awithdrawals, see “Withdrawal Value” 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~~Issue ~~day of any MVA Period~~Date)

C = the current MVA Rate as of the withdrawal date

N = the number of complete months remaining in the ~~MVA~~withdrawal ~~Period~~charge 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~~Therefore, ~~dollar~~a ~~amount~~negative ofresult from the MVA formula decreases the amount you will ~~increase,~~receive ~~decrease~~from a withdrawal or ~~have~~surrender noor ~~effect~~decreases onthe ~~either~~Contract ~~(1)~~ Value remaining in your Contract from a withdrawal. ~~proceeds~~Conversely, a positive result from the MVA formula increases the amount you will receive from a withdrawal or ~~(2)~~ surrender or increases the Contract Value remaining in your Contract from a withdrawal. ~~The~~If the MVA is $0, it has no effect on the amount you will ~~always~~receive ~~equal~~from a withdrawal or surrender or the Contract Value remaining in your Contract from a withdrawal.

43In general, if the Constant Maturity Treasury Rate and Barclay’s US Long Credit Option Adjusted Spread (“OAS”) have increased as of the withdrawal date over their levels on the Issue Date, the MVA will be negative and will decrease the amount you receive from a withdrawal or surrender or the Contract Value remaining in your Contract from a withdrawal. Similarly, if the Constant Maturity Treasury Rate and OAS have decreased as of the withdrawal date from their levels on the Issue Date, the MVA will be positive and will increase the amount you receive from a withdrawal or surrender or the Contract Value remaining in your Contract from a withdrawal.

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~~zero~~For ~~(i.e.~~examples ~~have~~of nohow ~~effect) during~~ the ~~last month of any~~ MVA ~~Period.~~can Ifaffect ~~interest rates at~~ the ~~time~~amount ofyou ~~the~~receive ~~withdrawal~~for ~~are~~a ~~higher~~full ~~than~~surrender ator ~~the start of the MVA Period, the MVA will be negative and will reduce your~~ withdrawal ~~proceeds~~requested orduring ~~your Contract Value. Conversely, if interest rates at~~ the ~~time of the~~ withdrawal ~~are~~charge ~~lower than at the start of the MVA Period~~period, ~~the~~see ~~MVA~~Appendix ~~will~~A beto ~~positive~~this Prospectus.

~~For~~Discontinuation ~~examples~~ of ~~how~~or Substantial Change Elements Used to Determine the MVA ~~can~~Rates: ~~affect~~If athe ~~full~~Constant ~~surrender~~Maturity Treasury Rates or ~~withdrawal~~Barclay’s ~~requested~~US ~~during~~Long Credit OAS are no longer available to us, or if the ~~withdrawal~~manner ~~charge~~in ~~period~~which they are determined is substantially changed, ~~see~~we ~~Appendix~~will Asubstitute equivalent rates or indices, subject to prior approval by the insurance regulatory authority of the state in which this ~~Prospectus~~Contract is delivered. We will send you an endorsement describing the substitution prior to the date it becomes effective.

Discontinuation of or Substantial Changes to Elements Used to Determine the MVA Rates: If the Constant Maturity Treasury Rates or Barclay’s US Long Credit OAS are no longer available to us, or if the manner in which they 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.

Withdrawal Charge

We do not deduct any charge for sales expenses from ~~your~~ Purchase ~~Payment~~Payments at the time you make them. However, within certain time limits described below, we deduct a withdrawal charge when you make a surrender or withdrawal, ~~in excess of the Free Withdrawal Amount,~~ before the Annuity Date during the withdrawal charge period. ~~However,~~We we do not ~~assess~~apply athe withdrawal charge ~~when~~to wethe ~~pay~~payment ~~the~~of a death benefit or when we apply your Contract Value to an Annuity Option.

~~The~~Determining ~~withdrawal charge period is~~ the ~~first~~Withdrawal six (6) Contract Years and coincides with the initial MVA Period. The withdrawal charge period begins when you establish your initial Strategies (i.e., the Start Date for the initial Strategy or Strategies) and ends on the 6th Contract Anniversary.Charge

~~The~~For ~~withdrawal~~surrenders ~~charge~~and ~~does~~withdrawals ~~not~~made ~~apply~~in tothe ~~withdrawals~~first ~~taken~~six ~~from~~(6) Contract Years, we calculate the ~~Holding~~withdrawal ~~Account~~charge ~~Value.~~in the following manner:

1.We deduct any available Free Withdrawal ~~Charge Percentage~~Amount from the requested withdrawal amount or surrender;

~~The~~2.We ~~withdrawal~~deduct ~~charge~~any iswithdrawal ~~a set percentage of the~~ amount ~~of the Contract Base withdrawn (or surrendered)~~ in excess of the ~~then available~~ Free Withdrawal Amount. ~~These percentages~~from ~~are set on~~ the ~~Issue~~Declared ~~Date,~~Rate ~~and~~Account; ~~will not change during the life of the Contract.~~and

~~The~~3.If ~~withdrawal~~there ~~charge percentage~~are ~~starts~~insufficient atfunds 9%in the Declared Rate Account to satisfy your withdrawal request, ~~and~~we will deduct all or a portion of the ~~percentage~~ ~~decreases~~remaining ~~after~~amount ~~each~~of ~~full~~the withdrawal according to your instructions, or if you did not provide us with instructions, then from your Contract ~~Year.~~ OnValue in the ~~6th~~Guaranteed Interest Segments. If your Contract ~~Anniversary,~~Value in the ~~withdrawal~~Declared ~~charge~~Rate ~~drops~~Account toand 0%Guaranteed ~~and~~Interest Segments is not sufficient to pay the withdrawal ~~charge~~request, ~~period~~we ~~ends~~will deduct the balance from your Contract Value in the Indexed Segments. See “How Withdrawals are Taken from Your Contract Value.”

~~The~~We multiply the sum of amounts in 2. and 3. above by the applicable withdrawal charge ~~percentages~~percentage ~~applicable~~identified ~~during~~in ~~each~~the ~~Contract Year~~table ~~during~~below to determine the amount of the withdrawal charge. ~~period~~The ~~are~~withdrawal ~~displayed~~charge inis assessed after we apply the ~~table~~MVA. ~~below~~A positive result from the MVA formula increases the amount of the withdrawal charge and a negative result from the MVA formula decreases the amount of the withdrawal charge. If the MVA is $0, it has no effect on the amount of the withdrawal charge.

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
Number of Full Years ElapsedBetween the Contract Issue Dateand the Date of Withdrawal				Withdrawal ChargePercentage
0		9	%	9	%
1		8	%	8	%
2		7	%	7	%
3		6	%	6	%
4		5	%	5	%
5		4	%	4	%
6+		0	%
6	+			0	%

44Effect of a Withdrawal During the Withdrawal Charge Period

~~Table~~The ofamount ~~Contents~~you receive from a withdrawal is the amount requested, minus any required or requested tax withholding and, if a net withdrawal is requested, minus the withdrawal charge and MVA. During the withdrawal charge period, we will adjust the Contract Value or the amount you receive from a withdrawal depending upon the

~~Calculating the Withdrawal Charge~~37

~~The~~result of the Market Value Adjustment formula and then assess the withdrawal charge. ~~applies~~A tonegative ~~surrenders~~result ~~and~~from ~~withdrawals,~~the inMarket ~~excess~~Value ofAdjustment formula reduces the ~~Free~~amount ~~Withdrawal~~you ~~Amount~~receive or your Contract Value, ~~taken~~while ~~during~~a positive result from the Market Value Adjustment formula increases the amount you receive or your Contract Value. During the withdrawal charge period., Inapplication ~~general,~~of wethe ~~calculate~~Market Value Adjustment to a withdrawal request or a surrender that exceeds the Free Withdrawal Amount could reduce the amount you receive or, for a withdrawal ~~charge~~request, inreduce your Contract Value to less than the ~~following~~amount ~~manner:~~protected by any applicable Floor(s).

~~(1)~~The ~~available~~amount ~~Free~~we will pay you if you request a withdrawal depends on whether you request a “gross” withdrawal or a “net” withdrawal. For an explanation on how we calculate a “gross” withdrawals and “net” withdrawals, see “Withdrawal ~~Amount~~Value” isin ~~apportioned~~the ~~among~~“ACCESSING YOUR MONEY” section. For examples of how the ~~Strategies~~MVA incan ~~accordance~~affect ~~with~~the amount you receive for a full surrender or withdrawal requested during the ~~current~~withdrawal ~~allocation~~charge ~~instructions~~period, see Appendix A to this Prospectus. For an explanation on how we calculate Interim Value, see “Interim Value of an Indexed Segment”.

~~(2)We~~The ~~subtract~~amount ~~the~~we ~~Free~~deduct ~~Withdrawal~~for ~~Amount~~withdrawals ~~attributable~~requested toduring ~~each~~the ~~Strategy~~withdrawal ~~from~~charge ~~that~~period ~~Strategy’s~~may ~~Base.~~be ~~The~~significantly ~~result~~greater isthan the ~~portion~~amount ofyou ~~the~~request ~~withdrawal~~and/or ~~from the Strategy Base subject to the withdrawal charge~~receive.

~~(3)That~~For ~~amount~~an isexample ~~multiplied~~of byhow ~~the~~we ~~withdrawal~~calculate ~~charge percentage~~the ~~(according~~amount toyou ~~the~~receive ~~table~~or ~~above)~~your toremaining ~~determine~~Contract ~~the~~Value ~~dollar~~when ~~amount~~you ofmake ~~the~~a withdrawal ~~charge~~or ~~attributable~~surrender your Contract during a Segment, see Appendix A to ~~the~~this ~~Strategy~~Prospectus.

For a complete description of how withdrawal charges are calculated, please refer to Step 2 of the “Calculating Amounts Associated with a Withdrawal” section within the “ACCESSING YOUR MONEY” section of this prospectus.

Waiver of Withdrawal Charge and Market Value Adjustment

Terminal Condition and Nursing Facility Confinement

We will waive any applicable withdrawal charge and MVA if, at any time after the first Contract Year:

(1)you or your spouse are first diagnosed as having a terminal illness by a physician who is not related to you or the Annuitant; or,

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

(a)licensed by the state or operated pursuant to state law; and

(b)qualified as a skilled nursing home facility under Medicare or Medicaid.

The term “terminal illness” means that you or your spouse are diagnosed as having a non-correctable medical condition that, with a reasonable degree of medical certainty, will result in you or your spouse’s death in 12 months or less. A “physician” is a medical doctor licensed by a state’s Board of Medical Examiners, or similar authority in the United States, acting within the scope of his or her license. You must submit written proof satisfactory to us of a terminal illness or nursing home confinement. InWe ~~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. For a period of one year after any change of ownership involving a natural person, we will not waive the withdrawal charge or MVA under this provision.

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~~may ~~for~~not ~~terminal~~be ~~illness~~available orwith ~~nursing~~new ~~facility~~contracts ~~confinement~~ in ~~your~~the ~~state~~future. ~~You~~Please ~~may~~check ~~also want to consult~~ with your financial ~~professional~~advisor to determine availability.

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.

45Once we have granted the waiver of withdrawal charge and MVA, no withdrawal charge or MVA will apply to the Contract in the future as long as the unemployment conditions described above continue, unless you submit and we accept a Purchase Payment and apply it to the Contract.

~~Table~~If ofthis ~~Contents~~occurs, you may request a subsequent waiver, provided the unemployment conditions are met at the time you submit your withdrawal request.

~~Once~~If weany ~~have~~Owner ~~granted~~is ~~the~~not an individual, this waiver of withdrawal charge and MVA, noprovision ~~withdrawal charge or MVA~~ will apply to the ~~Contract~~Annuitant inor the ~~future~~Annuitant’s asspouse. ~~long~~For asa period of one year after any change of ownership involving a natural person, we will not waive the ~~unemployment~~withdrawal ~~conditions~~charge ~~described~~or ~~above~~MVA ~~continue~~under this provision.

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.

Waiver of Withdrawal Charge

We may 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.

We also will waive withdrawal charge for Contracts issued to employees and registered representatives of any member of the selling group, or to officers, directors, trustees or bona-fide full time employees of Protective Life or their affiliated companies (based upon the Owner’s status at the time the Contract is purchased). In either case, no marketing expenses or sales commissions are associated with such Contracts.

Premium Taxes

Some states impose 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.

Other Information

We sell the Contracts through registered representatives of broker-dealers. These registered representatives are also appointed and licensed as insurance 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.

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ANNUITY PAYMENTS

Annuity Date

On the Issue Date, the Annuity Date is the oldest Owner’s or Annuitant’s 95th birthday. You may elect a different Annuity Date, provided that it is no later than the oldest Owner’s or Annuitant’s 95th birthday (the “Maximum Annuity Date”). You may not choose an Annuity Date that is earlier than (1) your first Contract Anniversary. Ifor ~~your~~(2) before ~~Annuity~~the ~~Date is set to occur during a Term and not on a~~ Maturity Date, weof ~~will allocate your entire Contract Value to the Default 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 your ~~Annuity~~active ~~Date or you change your Annuity Date after the Start Date, we will not reallocate your Contract Value to the Default Strategy~~Segments. Your Contract Value will remain in the Strategy(ies), and we will use those Strategy(ies) Values, which may reflect 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 the Annuitant (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.

Changing the Annuity Date

The Owner may change the Annuity Date by Written Notice. The new Annuity Date must be at least 30 days after the date we receive the written request and no later than the oldest Owner’s or Annuitant’s 95th birthday. You may not choose a new Annuity Date that is earlier than (1) your first Contract Anniversary or (2) before the Maturity Date of any of your active Segments.

PayStream Plus® Annuitization Benefit

(not available in New Hampshire or Utah)

If your Annuity Date is on or after your 10th Contract Anniversary and you select Annuity Option B (life income with or without a certain period) with a certain period of at least 10 years, the amount annuitized will be your Contract Value on the Annuity Date plus 2% of the Contract Value on that date, less any applicable premium tax.

Annuity Income Payments

On the Annuity Date, we will apply the Contract Value to the Annuity Option you have selected to determine your annuity income 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~~Options 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~~Contract is a Qualified ~~Annuity~~Contract. For a discussion of the post-death distribution requirements for Qualified Contracts, see “QUALIFIED RETIREMENT PLANS, Required Minimum Distributions Upon Your Death.”

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Option A — Payments For a Certain Period:

We will make payments for the period you select. No certain period may be shorter than 10 years or longer than 30 years, without our consent. Payments under this Annuity Option do not depend on the life of an Annuitant.

Option B — Life Income With Or Without A Certain Period:

Payments are based 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.

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.

Additional Option:

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

When selecting an Annuity Option, you should bear in mind that the amount of each payment for a certain period compared to the amount of each payment for life (either with or without a certain period) depends on the length of the certain period chosen and the life expectancy 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~~advisor to discuss which Annuity Option would be most appropriate for your circumstances.

At this 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 remaining Contract Value available for withdrawals or a surrender. However, in the future we may allow a partial annuitization subject to our then applicable rules and procedures.

Minimum Amounts

If at any time your 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.

Death of Annuitant or Owner After Annuity Date

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 under the Annuity Option you selected have been paid, we generally will pay any remaining portion of such benefits at least as rapidly as under the Annuity Option in effect when the Owner or Annuitant died. However, in the case of a Qualified Contract, the Required Minimum Distribution rules of 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~~Requires 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.

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

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 the Contracts. 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.

Protective’s Tax Status

Protective is taxed as a life insurance company under the Code. The assets underlying the Contracts will be owned by Protective, and the income derived from such assets will be includible in Protective’s income for federal income tax purposes.

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TAXATION OF ANNUITIES IN GENERAL

Tax Deferral During Accumulation Period

Under existing provisions of the Code (and except as described below), the Contracts should be treated as annuities and any increase in an Owner’s Contract Value is generally not taxable to the Owner or Annuitant until received, either in the form of annuity payments as contemplated by the Contracts, or in some other form of distribution.

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.

In addition, 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, (2) Contracts issued in connection 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~~Other isthan ~~some~~in ~~uncertainty regarding~~ the ~~treatment~~case of ~~the~~Qualified ~~Market~~Contracts ~~Value~~(which ~~Adjustment~~generally ~~for~~cannot ~~purposes~~be ofassigned ~~determining~~or ~~the~~pledged), ~~amount~~any ~~includible~~assignment inor ~~income~~pledge asof a(or ~~result~~agreement ofto assign or pledge) any ~~withdrawal,~~portion ~~assignment~~of orthe ~~pledge~~Contract orValue ~~transfer~~is ~~without~~treated ~~adequate~~as ~~consideration.~~a ~~Congress~~withdrawal ~~has~~of ~~given~~such ~~the~~amount ~~Internal~~or ~~Revenue~~portion. ~~Service~~If ~~(“IRS”)~~the ~~regulatory~~entire ~~authority~~Contract toValue ~~address~~is ~~this~~assigned ~~uncertainty.~~or ~~However~~pledged, assubsequent ofincreases in the ~~date~~Contract ofValue ~~this~~are ~~Prospectus,~~also ~~the~~treated ~~IRS~~as ~~has~~withdrawals ~~not~~for ~~issued~~as ~~any~~long ~~regulations~~as ~~addressing~~the ~~these~~assignment ~~determinations.~~or Atpledge ~~this~~remains ~~time,~~in ~~the~~place. ~~Company~~The ~~plans~~investment toin ~~determine~~the ~~for~~contract ~~tax~~is ~~reporting~~increased ~~purposes~~by the amount ~~includible~~included in income aswith arespect ~~result~~to ofsuch ~~any~~assignment ~~withdrawal~~or pledge, though it is not affected by any other aspect of the assignment or pledge or(including ~~transfer~~its release). If an Owner transfers a Contract without adequate consideration ~~without~~to ~~regard~~a person other than the Owner’s spouse (or to a former spouse incident to divorce), the ~~Market~~Owner ~~Value~~will ~~Adjustment.~~be ~~The~~taxed ~~IRS~~on ~~could~~the ~~disagree~~difference ~~with~~between ~~this~~the ~~treatment~~“cash ~~with~~surrender value” and the ~~result~~investment ~~that,~~in ~~depending~~the oncontract at the ~~circumstance~~time of transfer. In such case, the ~~Owner~~transferee’s ~~could~~investment ~~have~~in ~~either~~the ~~more~~contract orwill ~~less~~be increased to reflect the increase in the transferor’s income. ~~than~~The ~~reported~~exceptions byfor transfers to the ~~Company~~Owner’s spouse (or to a former spouse) are limited to individuals that are treated as spouses under federal law.

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.”)

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Taxation of Annuity Payments

Normally, the portion 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.

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.

There may be special income tax issues present in situations where the Owner and the Annuitant are not the same person and are not married to one another within the meaning of federal law. A tax advisor should be consulted in these situations.

Annuity income payments may be subject to a 10% additional tax. (See “Additional Tax on Premature Distributions.”) Annuity income payments also may be subject to federal income tax withholding. (See “Federal Income Tax Withholding.”)

Taxation of Death Benefit Proceeds

Prior to the Annuity Date, amounts may be distributed from a Contract because of the death 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 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 Date, if a guaranteed period exists under a life income Annuity Option and the Annuitant dies before the end of that period, payments made to the Beneficiary for the remainder of that period are includible in income as follows:

(1)if received in a lump sum, they are includible in income to the extent that they exceed the unrecovered investment in the contract at that time, or

(2)if distributed in 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.

Proceeds payable on death may be subject to federal income tax withholding. (See “Federal Income Tax Withholding”.)

Assignments, Pledges, and Gratuitous Transfers

Other than in the case of Qualified Contracts (which generally cannot be assigned or pledged), any assignment 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 the Contract Value are also treated as withdrawals for as long as the assignment or pledge remains in 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 (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 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

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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~~annuity ~~Date~~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.

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.

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You should 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.

Medicare Hospital Insurance Tax on Certain Distributions

A Medicare hospital insurance tax of 3.8% will apply to some types of investment income. This tax will apply to all taxable distributions from non-Qualified Contracts. 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.

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

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 general interest deduction under the Code may be limited. 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.

QUALIFIED RETIREMENT PLANS

In General

The Contracts are also offered for use 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 a Purchase Payment of at least $25,000 and that no Purchase Payments may be made after the first year. Many Qualified Plans provide the same type of tax deferral as provided by the Contract. The Contract, however, provides benefits and features not provided by such retirement plans and employee benefit plans alone. 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.

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 amount of the 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, 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.

53When distributions must begin. 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 amount of the 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, 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

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amount of the 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, 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.

When distributions must 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), 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.


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*

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

Annual distribution amount. If you choose to take RMDs in the form of withdrawals, 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 PayStream Plus Annuitization ~~Bonus~~Benefit, 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.

Death before your required 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 distributed within 10 years after your death, unless the designated beneficiary is an “eligible designated beneficiary” (“EDB”). A designated beneficiary is any individual designated as a beneficiary by the IRA owner or an employee-annuitant. An EDB is any designated beneficiary who is (1) your surviving spouse, (2) your minor child, (3) disabled, (4) chronically ill, or (5) an individual not more than 10 years younger than you. An EDB (other than a minor child) can generally stretch distributions over their life or life expectancy if payments begin within a year of your death. Special rules apply to EDBs who are minors and beneficiaries that are not individuals.

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.

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

Annuity payments. If you choose to take some or all of your RMDs in the form of annuity payments rather than withdrawals, the payments may be made over your life, your life and the life of your designated beneficiary, for a certain period, or for life with or without a period certain. If you commence taking distributions in the form of an annuity that can continue after your death, such as in the form of a joint and survivor annuity or an annuity with a guaranteed period of more than 10 years, any distributions after your death that are scheduled to be made beyond the applicable distribution period imposed under the new law might need to be 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.

The minimum 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.

Additional Tax on Premature Distributions

There ismay ~~also~~be a 10% additional 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:

(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~~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. Please consult your tax adviser.

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 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.

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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.

Special rules apply to conversions from IRAs to Roth IRAs, 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” (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 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.

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If the IRA distribution does not satisfy the rollover rules, it may be (1) taxable in the year distributed, (2) subject to a 10% tax on early distributions, and (3) treated as a regular contribution to the recipient IRA, which could result in an excess contribution, subject to an additional excise tax.

If you inherit an IRA from your spouse, you generally can roll it over into an IRA established for you, or you can choose to make the inherited IRA your own. If you inherit an IRA from someone other than your spouse, you cannot roll it over, make it your own, or allow it to receive rollover contributions.

A rollover from one IRA to another is different from a direct trustee-to-trustee transfer of your IRA assets from one IRA trustee to another IRA trustee. A “trustee-to-trustee” transfer is not considered a rollover and is not subject to the 60-day rollover requirement or the one rollover per year rule. In addition, 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.

Pension and Profit-Sharing Plans

Section 401(a) of the Code permits 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 or to make a withdrawal or surrender of the Contract.

Pension and profit sharing plans are also subject to nondiscrimination rules. The nondiscrimination rules generally require that benefits, rights or features of the plan not discriminate in favor of highly compensated employees. In evaluating whether the Contract is suitable for purchase in connection with such a plan, you should consider the extent to which certain aspects of the Contract, e.g., the $25,000 minimum initial Purchase Payment requirement may affect the plan’s compliance with applicable nondiscrimination requirements. 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.50

Pension and profit sharing plans are also subject to nondiscrimination rules. The nondiscrimination rules generally require that benefits, rights or features of the plan not discriminate in favor of highly compensated employees. In evaluating whether the Contract is suitable for purchase in connection with such a plan, you should consider the extent to which certain aspects of the Contract, e.g., the $25,000 minimum initial Purchase Payment requirement, may affect the plan’s compliance with applicable nondiscrimination requirements. 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.

Deferred Compensation Plans of State and Local Governments and Tax-Exempt Organizations

Section 457 of the Code permits employees of state and local governments and tax-exempt organizations to defer a portion of their compensation without paying current taxes. The employees must be participants in an eligible deferred compensation plan. Generally, a Contract purchased by a state or local government or a tax-exempt organization under a Section 457 plan will not be treated as an annuity contract for federal income tax purposes. The Contract will be issued in connection with a Section 457 deferred compensation plan sponsored by a state or local government only if the plan has established a trust to hold plan assets, including the Contract.

Direct Rollovers

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).

Under these requirements, federal income tax equal to 20% of the eligible rollover distribution will 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 20% withholding will not apply if, instead of receiving the eligible rollover distribution, you elect to have it directly transferred to certain eligible retirement plans (such as an IRA). Prior to receiving an eligible rollover distribution, you will receive a notice (from the plan administrator or the Company) explaining generally the direct rollover and mandatory withholding requirements and how to avoid the 20% withholding by electing a direct transfer.

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20% withholding will not apply if, instead of receiving the eligible rollover distribution, you elect to have it directly transferred to certain eligible retirement plans (such as an IRA). Prior to receiving an eligible rollover distribution, you will receive a notice (from the plan administrator or the Company) explaining generally the direct rollover and mandatory withholding requirements and how to avoid the 20% withholding by electing a direct transfer.

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FEDERAL INCOME TAX WITHHOLDING

In General

Protective will withhold and remit to the U.S. government a part of the taxable portion of each distribution made under a Contract, including amounts that escheat to the state, unless the distributee notifies Protective at or before 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 (other than the 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 payment of federal income tax on the taxable portion of the payment. As described above, the withholding rate applicable to eligible rollover distributions is 20%.

Nonresident Aliens and Foreign Corporations

The discussion above provides general information regarding federal withholding tax consequences to annuity contract purchasers or beneficiaries that are U.S. 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% rate, unless a lower treaty rate applies. Prospective purchasers that are not U.S. citizens or residents are advised to consult with a tax advisor regarding federal tax withholding with respect to the distributions from a Contract.

FATCA Withholding

In order for the Company to comply with income tax withholding and information reporting rules which may apply to annuity contracts, the Company 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 the United States; whether a person is an individual or an entity; and if an entity, the type of entity. Status for tax purposes is best documented on the appropriate IRS Form or substitute certification form (IRS Form W-9 for 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, it could 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.

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THE “NON-UNITIZED” SEPARATE ACCOUNT

We hold assets in a “non-unitized” separate account we have established under the Tennessee Insurance Law to support our obligations under the Indexed Strategies. We own the assets of the separate account, as 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.

The assets in this separate account are subject to our general liabilities from business operations and are chargeable with those liabilities. The assets in the separate account are subject to claims 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 that there are risks to purchasing any insurance product. For this reason, you should consider our financial strength and claims-paying ability to meet our obligations under the Contract when purchasing 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, as required by state regulators.

Our current plans are to invest separate account assets in fixed-income obligations, including corporate bonds, mortgage-backed and asset-backed securities, and government and agency issues. We may also invest in interest rate swaps, options and futures. Although the above generally describes our plans for investing the assets supporting our obligations under the ~~Strategies~~Indexed Strategy, we are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws.

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LEGAL PROCEEDINGS

Worth Johnson v. Protective Life Insurance Company, Case No. 2:18-CV-01290 (previously styled as Advance Trust & Life Escrow Services, LTA, as 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 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 (“COI”) rates are to be determined based on expectations of future mortality experience. Plaintiff’s complaint alleges the Company breached those policies by failing to periodically adjust its COI rates based on improved expectations of future mortality, and 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 Motion for Judgment on the Pleadings, concluding ~~Protective~~the ~~Life~~Company 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~~On ~~Life~~March 1, 2024, the Eleventh Circuit ruled in favor of the Company on Plaintiff's primary claims- that the Company has a continuing duty to periodically reassess and redetermine COI rates and can reassess those rates based solely on its expectations of future mortality. The Eleventh Circuit remanded the case to the District Court for further proceedings on Plaintiff's alternative theory that the Company breached the contract if it has in fact redetermined COI rates within the limitations period and did so without taking into account its expectations of future mortality. On March 22, 2024, Plaintiff filed a Petition for Panel Rehearing, asking the three judge panel to reconsider its March 1st ruling. The Company will continue to vigorously ~~defending~~defend this matter. ~~and~~However, the Company cannot predict the outcome of or reasonably estimate the possible loss or range of loss that might result from this litigation.

The Company is 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 and Judy A. Vann-Eubanks 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. On December 12, 2023, the Court entered orders staying both matters in light of appeals involving other insurers pending with the Court of Appeals for the Ninth Circuit. 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.

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.

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EXPERTS

The statutory financial statements and financial statement schedules of Protective Life Insurance Company as of December 31, ~~2022~~2023 and ~~2021~~2022, and for each of the years in the three-year period ended December 31, ~~2022~~2023, 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.

The audit report covering the December 31, ~~2022~~2023 statutory financial statements includes explanatory language that states that the financial statements are prepared by Protective Life Insurance Company using statutory accounting practices prescribed or permitted by the Department of Commerce and Insurance of the State of Tennessee, which is a basis of accounting other than U.S. generally accepted accounting principles. Accordingly, the audit report states that the financial statements are not intended to be and, therefore, are not presented fairly in accordance with U.S. 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 Department of Commerce and Insurance of the State of Tennessee.

The business address for KPMG LLP is 420 20th Street North, Suite 1800, Birmingham, Alabama 35203.

LEGAL MATTERS

Eversheds Sutherand (US) LLP of Washington, D.C. has provided advice on certain matters relating to the applicability of federal securities laws to the Contracts.

REGISTRATION STATEMENT

A Registration Statement has been filed with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, with respect to the Contracts. This Prospectus does not contain all information set forth in the Registration Statement, its amendments and exhibits, to all of which reference is made for further information concerning Protective Life and the Contracts. Statements contained in this Prospectus as to the content of the Contracts and other legal instruments are summaries. For a complete statement of the terms thereof, reference is made to the instruments filed as exhibits to the Registration Statement.

The SEC maintains a web site that contains the complete Registration Statement, including the instruments filed as exhibits to the Registration Statement, and other information that we file electronically pursuant to EDGAR under CIK No. 0000310826. The address of the site is http://www.sec.gov.

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.

GENERAL MATTERS

Reliability of Communications 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.

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Error in Age or Gender

When a benefit of the Contract is contingent upon any person’s age or gender, we 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 period of suspension. Where the use of unisex mortality rates is required, 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 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 interest rate of 3% when permitted by the state of issue.

Incontestability

We will not contest the Contract ~~after it is issued~~.

Non-Participation

The Contract is not eligible for dividends and will not participate in Protective Life’s surplus or profits.

Assignment or Transfer of a Contract

~~Generally, you do not have the right to assign or transfer a Qualified Contract.~~ You have the right to assign or transfer a ~~non-qualified~~ Contract if it is permitted by law. WeGenerally, ~~must~~you bedo ~~properly~~not ~~notified~~have inthe ~~writing~~right ofto anassign ~~assignment.~~or ~~You~~transfer ~~must~~a ~~submit~~Qualified ~~your~~Contract. ~~written~~We ~~request~~do tonot ~~assign~~assume ~~the~~responsibility ~~Contract~~for toany ~~our~~assignment ~~Administrative~~or ~~Office~~transfer. ~~and~~Any ~~your~~claim ~~request~~made ~~for~~under an assignment or transfer is subject to ~~our~~proof ~~written~~of ~~approval.~~the Tonature ~~the~~and extent ~~permitted~~of bythe ~~state~~assignee’s ~~law,~~or wetransferee’s ~~reserve~~interest ~~the~~before ~~right~~we tomake ~~refuse~~a topayment. ~~consent~~Assignments toand ~~any~~transfers ~~assignment~~have atfederal ~~any~~income ~~time~~tax onconsequences. aAn ~~nondiscriminatory~~assignment ~~basis.~~or Wetransfer ~~will~~may ~~not~~result ~~consent~~in if the ~~assignment~~Owner ~~would~~recognizing ~~violate~~taxable orincome. ~~result~~(See in“Taxation ~~noncompliance~~of ~~with~~Annuities ~~any~~in ~~applicable~~General, ~~state~~Assignments, orPledges ~~federal~~and ~~law~~Gratuitous orTransfers” ~~regulation~~in the prospectus.)

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 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.)

Notice

All instructions and requests to change or assign the Contract must be in writing in a form acceptable to us, signed by the Owner(s), and received at our Administrative Office. The instruction, change or assignment will relate back to and take effect on the date it was signed, except we will not be responsible for following any instruction or making any change or assignment before we receive it.

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).

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Reports

At least annually prior to the Annuity Date, we will send to you at the address contained in our records a report showing the current Contract Value and any other information required by law.

Settlement

Benefits due under this Contract are payable from our Administrative Office. You may apply the settlement proceeds to any payout option we offer for such payments at the time you make the election. Unless directed otherwise in writing, we will make payments according to the Owner’s instructions as contained in our records at the ~~time we make the payment. We shall be discharged from all liability for payment to the extent of any payments we make.~~

time we make the payment. We shall be discharged from all liability for payment to the extent of any payments we make.

Receipt of Payment

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

64No Default

~~Table~~The ofContract ~~Contents~~will not be in default if subsequent Purchase Payments are not made.

DISTRIBUTION OF THE CONTRACTS

Distribution

We have entered into an agreement (the “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. 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 our parent company, 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”).

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 accounts with them. Registered representatives of the Selling Broker-Dealers must be licensed as insurance agents by applicable state insurance authorities and appointed as agents of Protective ~~Life~~ in order to sell the Contracts. IDI may also offer the Contracts directly to members of certain other eligible groups or other eligible individuals.

We pay commissions and may pay 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.

We 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.

Selling Broker-Dealers

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.

Compensation Paid to All Selling Broker-Dealers. We pay commissions as a percentage of each Purchase Payment. While the amount and timing of commissions may vary depending on the distribution agreement, we do not expect them to exceed 8% of any Purchase Payment. 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.

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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 and other contracts we sell, such as our variable insurance products, (2) additional “trail” commissions, which are periodic payments as a percentage of the Contract Values of the Contracts and of the Contract and policy values or variable contract 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 Contract Value (including contract and policy value for our variable insurance products) with us.

The Selling Broker-Dealers to whom we pay additional 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 Broker-Dealer may include any or all of the following: (1) enhanced marketing of our products over non-preferred products; (2) increased access to the Selling Broker-Dealer’s registered representatives; and (3) payment of higher compensation to registered representatives for selling our products (including the Contracts) than for selling non-preferred products.

These additional asset-based compensation arrangements are not offered to all Selling Broker-Dealers. These arrangements are designed to specially encourage the sale of our products (and/or our affiliates’ products) by such Selling Broker-Dealers. The prospect of receiving, or the receipt of, additional asset-based compensation may provide Selling Broker-Dealers and/or their registered representatives with an incentive to favor 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 Selling Broker-Dealer does not receive additional compensation, or receives lower levels of additional compensation. You may wish to take such payment arrangements into account when considering and evaluating any recommendation relating to the Contracts. 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.

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 Concourse Financial Group ~~Securities~~, Inc., we or our parent company, PLC, pay some of the operating and other expenses of Concourse Financial Group ~~Securities~~, Inc., ~~and~~such ~~may~~as ~~contribute~~ paid-in-capital toand ~~Concourse~~certain ~~Financial~~overhead ~~Group Securities, Inc~~expenses. Additionally, employees of Concourse Financial Group ~~Securities~~, Inc., may be eligible to participate in various employee benefit plans offered by PLC.

Inquiries

You may make inquiries regarding a Contract by writing to Protective Life at its Administrative Office.

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CEFLI

Protective Life Insurance Company is a member of The Compliance & Ethics Forum for Life Insurers (“CEFLI”), and as such may include the CEFLI logo and information about CEFLI membership in its advertisements. Companies that belong to CEFLI subscribe to a set of ethical standards covering the various aspects of sales and service for individually sold life insurance and annuities.

THE COMPANY

Protective Life Insurance Company (~~“Protective Life” or~~ the “Company”), is a stock life insurance company, ~~founded~~was inincorporated on July 24, 1907, and commenced business on September 1, 1907. ~~Protective~~The ~~Life~~Company is a wholly owned subsidiary of Protective Life Corporation (“PLC”), an insurance holding company ~~and~~domiciled ~~until~~in ~~December~~the ~~31,~~State ~~2022,~~of ~~was~~Delaware. aPLC ~~wholly~~is ~~owned~~a subsidiary of ~~The~~ Dai-ichi Life Holdings, Inc., a kabushiki kaisha organized under the laws of Japan (“Dai-ichi Life”). On February 1, 2015, PLC was acquired by the Dai-ichi Life Insurance Company, Limited, a kabushiki kaisha organized under the laws of Japan (now known as Dai-ichi Life Holdings, Inc.). Effective January 1, 2023, PLC became a wholly owned subsidiary of Dai-ichi Life International Holding, LLC, a godo kaisha organized under the laws of Japan and subsidiary of Dai-ichi Life (“Dai-ichi Life International”), upon the transfer of all of the outstanding shares of ~~the~~ PLC’s common stock from Dai-ichi Life to Dai-ichi Life International. Dai-ichi Life remains the ultimate controlling parent corporation of ~~the~~PLC. The Company is licensed in all states except New York, and is licensed in the District of Columbia, American Samoa, Guam, Puerto Rico, Commonwealth of the Northern Mariana Islands and the U.S. Virgin Islands.

The Company provides financial services primarily in the United States through the production, distribution, and administration of insurance and investment products. ~~Protective~~The ~~Life~~Company is currently licensed to transact life insurance business in 49 states and the District of Columbia.

The Company’s home office is located at 2801 Highway 280 South, Birmingham, Alabama. The Company also leases administrative and marketing office space in various cities to support its operations. As of December 31, ~~2022~~2023, PLC and the Company had approximately 3,~~700~~815 employees across our offices, of which 3,~~634~~764 were full-time and 6348 were part-time employees. The Company believes its people are a critical component for the Company’s long-term success. The Company has strong values and a culture that supports its ability to attract, engage, and retain key talent.

Protective Life relies on the exemption from the reporting requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), provided by Rule 12h-7 under the 1934 Act.

Our Business

The Company divides its business into several operating segments distinguished by products, channels of distribution, and other strategic distinctions. The Company’'s primary operating segments are Retail Life and Annuity, Acquisitions, Stable Value Products, and Asset Protection.

Retail Life and Annuity

The Retail Life and Annuity segment markets fixed universal life, indexed universal life, variable universal life, level premium term insurance, bank-owned life insurance, corporate-owned life insurance, fixed annuity, registered index linked annuity, and variable annuity products on a national basis primarily through networks of independent insurance agents and brokers, broker-dealers, financial institutions, independent distribution organizations, and affinity groups.

Acquisitions

The Acquisitions segment focuses on acquiring and servicing policies and contracts from other companies. Additionally, this segment recently increased its focus on identifying transactions which present ongoing retail opportunities. The segment’s primary focus is on life insurance policies and annuity products that were sold to individuals. The level of the segment’s acquisition activity is predicated upon many factors, including available capital, operating capacity, potential return on capital, and market dynamics. The Company expects acquisition opportunities to continue to be available. However, the Company believes it may face increased competition and evolving capital requirements that may affect the environment and the form of future acquisitions.

Policies acquired through the Acquisitions segment are typically blocks of business where no new policies are being marketed, however, some recent acquisitions have included ongoing new business activities. Ongoing new product sales written by the Company from these acquisitions are included in either the Retail Life and Annuity segment or the Asset Protection segment, depending on the transaction. As a result, earnings and account values are expected to decline as the result of lapses, deaths, and other terminations of coverage, unless new acquisitions are made. The segment’s revenues and earnings may fluctuate from year to year depending upon the level of acquisition activity. In transactions where some marketing activity was included, the Company may cease future marketing efforts, redirect those efforts to another segment of the Company, or elect to continue marketing new policies as a component of other segments.

67On April 9, 2024, the Company entered into an agreement to acquire ShelterPoint Group, Inc., a leading provider of statutory disability, paid family and medical leave, as well as medical gap insurance products, among others. When consummated, the transaction will add a new business line for the Company. It is expected to close in the fourth quarter of 2024 or the first quarter of 2025, subject to the receipt of regulatory approvals and the satisfaction of customary closing conditions.

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segment or the Asset Protection segment, depending on the transaction. As a result, earnings and account values are expected to decline as the result of lapses, deaths, and other terminations of coverage, unless new acquisitions are made. The segment’s revenues and earnings may fluctuate from year to year depending upon the level of acquisition activity. In transactions where some marketing activity was included, the Company may cease future marketing efforts, redirect those efforts to another segment of the Company, or elect to continue marketing new policies as a component of other segments.

The Company believes that its focused and disciplined approach to the acquisition process and its experience in the assimilation, conservation, and servicing of acquired policies provides a significant competitive advantage.

Stable Value Products

The Stable Value Products segment sells fixed and floating rate funding agreements directly to the trustees of municipal bond proceeds, money market funds, bank trust departments, and other institutional investors. The segment also issues funding agreements to institutional investors and the Federal Home Loan Bank (“FHLB”) and markets guaranteed investment contracts to 401(k) and other qualified retirement savings plans. Guaranteed investment contracts are contracts which specify a return on funds for a specified period and often provide flexibility for withdrawals at book value in keeping with the benefits provided by the plan. The demand for guaranteed investment contracts is related to the relative attractiveness of the “fixed rate” investment option in a 401(k) plan compared to the equity-based investment options which may be available to plan participants. The Company also has an unregistered funding agreement-backed notes program which provides for offers of notes to both domestic and international institutional investors.

The segment’s products complement the Company’s overall asset/liability management in that the terms may be tailored to the needs of the Company as the seller of the contracts. The Company’s emphasis is on a consistent and disciplined approach to product pricing and asset/liability management, careful underwriting of early withdrawal risks, and maintaining low distribution and administration costs. Most guaranteed investment contracts and funding agreements the Company has written have maturities of one to twelve years.

Asset Protection

The Asset Protection segment markets extended service contracts, and other specialized ancillary products to protect consumers’ investments in automobiles, watercraft, powersports, and recreational vehicles. In addition, the segment markets a guaranteed asset protection product. Guaranteed asset protection products are designed to cover the difference between the scheduled loan pay-off amount and an asset’s actual cash value in the case of a total loss. Each type of specialized ancillary product protects against damage or other loss to a particular aspect of the underlying asset. The Company previously marketed a credit life and disability product but exited that market at the beginning of 2021. The segment’s products are primarily marketed through a national network of approximately 8,250 automobile, marine, powersports, financial institutions, and recreational vehicle dealers. A network of direct employee sales representatives and general agents distribute these products to the financial institution and dealer market.

Corporate/Other

The Corporate and Other segment primarily consists of net investment income on assets supporting our equity capital, unallocated corporate overhead, and expenses not attributable to the segments above (including interest on corporate debt). This segment includes earnings from several non-strategic or runoff lines of business, various financing and investment related transactions. The results of this segment ~~may~~ fluctuate from year to year.

Underwriting

The underwriting policies of the Company and its insurance subsidiaries are established by management. With respect to individual insurance, the Company uses information from the application, and in some cases, third party medical information providers, inspection reports, credit reports, motor vehicle records, previous underwriting records, attending physician statements and/or the results of a medical exam, to determine whether a policy should be issued as applied for, other than applied for, or rejected. Substandard risks may be referred to reinsurers for evaluation. The Company does utilize a “simplified issue” approach for certain policies. In the case of “simplified issue” policies, coverage is rejected if the responses to certain health questions contained in the application, or the applicant’s inability to make an unqualified health certification, indicate adverse health of the applicant.

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evaluation. The Company does utilize a “simplified issue” approach for certain policies. In the case of “simplified issue” policies, coverage is rejected if the responses to certain health questions contained in the application, or the applicant’s inability to make an unqualified health certification, indicate adverse health of the applicant.

The Company and its insurance subsidiaries generally require blood samples to be drawn with individual insurance applications above certain face amounts based on the applicant’s age. Blood samples are tested for a wide range of chemical values and are screened for antibodies to certain viruses. Applications also contain questions permitted by law regarding certain viruses which must be answered by the proposed insureds.

The Company utilizes an advanced underwriting system, TeleLife®, for certain product lines in its life business. TeleLife® streamlines the application process through a telephonic interview of the applicant, schedules medical exams, and accelerates the underwriting process and the ultimate issuance of a policy mostly through electronic means. The Company also introduced a streamlined underwriting approach that utilizes the TeleLife® process and noninvasive risk selection tools to approve some applications without requiring a paramedical exam or lab testing.

The Company’s maximum retention limit on directly issued business is $5,000,000 for any one life on certain of its traditional life and universal life products.

Reinsurance Ceded

The Company and its insurance subsidiaries cede life insurance to other insurance companies. The ceding insurance company remains liable with respect to ceded insurance should any reinsurer fail to meet the obligations assumed by it.

For approximately 10 years prior to mid-2005, the Company entered into reinsurance contracts in which the Company ceded approximately 90% of its newly written traditional life insurance business on a first dollar quota share basis under coinsurance contracts. In mid-2005, the Company substantially discontinued coinsuring its newly written traditional life insurance and moved to yearly renewable term reinsurance. The amount of insurance retained by the Company on any one life on traditional life insurance was $500,000 in years prior to mid-2005. In 2005, this ~~retention amount was increased to $1,000,000 for certain policies, and during 2008, was increased to $2,000,000 for certain policies. During 2016, the retention amount was increased to $5,000,000.~~

retention amount was increased to $1,000,000 for certain policies, and during 2008, was increased to $2,000,000 for certain policies. During 2016, the retention amount was increased to $5,000,000.

For approximately 15 years prior to 2012, the Company reinsured 90% of the mortality risk on the majority of its newly written universal life insurance on a yearly renewable term basis. During 2012, the Company moved to reinsure only amounts in excess of its $2,000,000 retention, which was increased to $5,000,000 during 2016, for the majority of its newly written universal life and level premium term insurance.

Risk Management

Risk management is a critical part of the Company’s business, and the Company has adopted risk management processes in multiple aspects of its operations, including product development and management, business acquisitions, underwriting, investment management, asset-liability management, hedging, and technology. The Company’s Enterprise Risk Management office, under the direction of the Chief Risk Officer, along with other departments, management groups and committees, have responsibilities for managing different risks throughout the Company. Risk management includes the assessment of risk, a decision process which includes determining which risks are acceptable and the monitoring and management of identified risks on an ongoing basis. The primary objectives of these risk management processes are to determine the acceptable level of variations the Company experiences from its expected results and to implement strategies designed to limit such variations to these levels.

Investments

As of December 31, ~~2022~~2023, the Company’s investment portfolio was $6365.0 billion. The types of assets in which the Company may invest are influenced by various state insurance laws which prescribe qualified investment assets. Within the parameters of these laws, the Company invests in assets giving consideration to such factors as liquidity and capital needs, investment quality, investment return, matching of assets and liabilities, and the overall composition of the investment portfolio by asset type and credit exposure.

69The Company invests a portion of its investment portfolio in commercial mortgage loans. As of December 31, 2023 and 2022 the Company’s commercial mortgage loans were $10.8 billion and $10.6 billion, respectively, net of an allowance for credit losses. The Company has specialized in making loans on credit-oriented commercial properties. The Company’s underwriting procedures relative to its commercial mortgage loan portfolio are based, in the Company’s view, on a conservative and disciplined approach. The Company concentrates on a small number of commercial real estate types associated with the necessities of life (grocery anchored and credit tenant retail, industrial, multi-family, senior living, and credit tenant and medical office). The Company believes that these asset types tend to weather economic downturns better than other commercial asset classes in which it has chosen not to participate. The Company believes this disciplined approach has helped to maintain a relatively low delinquency and foreclosure rate throughout its history. The majority of the Company’s commercial mortgage loan portfolio was underwritten by the Company. From time to time, the Company may acquire loans in conjunction with an acquisition.

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The Company invests a portion of its investment portfolio in commercial mortgage loans. As of December 31, 2022, the Company’s commercial mortgage loan holdings were $10.6 billion, $10.6 billion net of allowance for credit losses. As of December 31, 2021, our commercial mortgage loan holdings were $9.6 billion, $9.6 billion net of allowance for credit losses. The Company has specialized in making loans on credit-oriented commercial properties. The Company’s underwriting procedures relative to its commercial mortgage loan portfolio are based, in the Company’s view, on a conservative and disciplined approach. The Company concentrates on a small number of commercial real estate types associated with the necessities of life (grocery anchored and credit tenant retail, industrial, multi-family, senior living, and credit tenant and medical office). The Company believes that these asset types tend to weather economic downturns better than other commercial asset classes in which it has chosen not to participate. The Company believes this disciplined approach has helped to maintain a relatively low delinquency and foreclosure rate throughout its history. The majority of the Company’s commercial mortgage loan portfolio was underwritten by the Company. From time to time, the Company may acquire loans in conjunction with an acquisition.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more information about our investment portfolio.

Ratings

Various Nationally Recognized Statistical Rating Organizations (“rating organizations”) review the financial performance and condition of insurers, including the Company and its insurance subsidiaries, and publish their financial strength ratings as indicators of an insurer’s ability to meet policyholder and contract holder obligations. These ratings are important to maintaining public confidence in an insurer’s products, its ability to market its products and its competitive position.

The Company’s ratings are subject to review and change by the rating organizations at any time and without notice. A downgrade or other negative action by a rating organization with respect to the financial strength ratings of the Company and its insurance subsidiaries could adversely affect sales, relationships with distributors, the level of policy surrenders and withdrawals, the Company’s acquisitions strategy or competitive position in the marketplace, and the cost or availability of reinsurance. The rating agencies may take various actions, positive or negative, with respect to the financial strength ratings of the Company and its insurance subsidiaries, including as a result of the Company’s status as an indirect subsidiary of Dai-ichi Life.

and the cost or availability of reinsurance. The rating agencies may take various actions, positive or negative, with respect to the financial strength ratings of the Company and its insurance subsidiaries, including as a result of the Company’s status as an indirect subsidiary of Dai-ichi Life.

Rating organizations also publish credit ratings for the issuers of debt securities, including PLC. Credit ratings are indicators of a debt issuer’s ability to meet the terms of debt obligations in a timely manner. PLC is an important source of funding for the Company, so its credit ratings may affect the Company’s liquidity. These ratings are important in the debt issuer’s overall ability to access credit markets and other types of liquidity. Ratings are not recommendations to buy the PLC’s securities or products. A downgrade or other negative action by a rating organization with respect to PLC’s credit rating could limit PLC’s access to capital markets or increase the cost of issuing debt, and a downgrade of sufficient magnitude, combined with other negative factors, could require PLC to post collateral. The rating organizations may take various actions, positive or negative, with respect to PLC’s debt ratings, including as a result of PLC’s status as an indirect subsidiary of Dai-ichi Life.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more information about our ratings.

Competition

Life and health insurance is a mature and highly competitive industry. In recent years, the industry’s life insurance sales have been relatively flat, though the aging population has increased the demand for retirement savings products. The Company encounters significant competition in all lines of business, including in the Acquisitions segment.

The Company encounters competition for sales of life insurance and retirement products from other insurance companies, many of which have greater financial resources than the Company and which may have a greater market share, offer a broader range of products, services or features, assume a greater level of risk, have lower operating or financing costs, or have lower profitability expectations. The Company also faces competition from other providers of financial services. Competition could result in, among other things, lower sales or higher lapses of existing products.

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financing costs, or have lower profitability expectations. The Company also faces competition from other providers of financial services. Competition could result in, among other things, lower sales or higher lapses of existing products.

The Company’s ability to compete is dependent upon, among other things, its ability to attract and retain distributors to market its insurance and investment products, its ability to develop competitive and profitable products, its ability to maintain low unit costs, and its maintenance of adequate ratings from rating organizations.

As technology evolves, a comparison of a particular product of any company for a particular customer with competing products for that customer is more readily available, which could lead to increased competition as well as agent or customer behavior, including persistency, which differs from past behavior.

The Company encounters competition in its Acquisitions segment from other insurance companies as well as from other types of acquirers, including private equity investors. Many of these competitors may have greater financial resources than the Company and may be willing to assume a greater level of risk, have lower operating or financing costs, or have lower profitability expectations.

Regulation

The Company is subject to a wide variety of federal and state laws and regulations. This section provides an overview of the regulatory framework that governs our business.

State Regulation

The Company is subject to government regulation in each of the states in which it conducts business. In many instances, the regulatory models emanate from the National Association of Insurance Commissioners (“NAIC”). Such regulation is vested in state agencies having broad administrative and in some instances discretionary power dealing with many aspects of the Company’s business, which may include, among other things, premium and cost of insurance rates and increases thereto, interest crediting policy, underwriting practices, reserve requirements, marketing practices, advertising, privacy, data security, cybersecurity, policy forms, reinsurance reserve requirements, insurer use of captive reinsurance companies, acquisitions, mergers, capital adequacy, claims practices and the remittance of unclaimed property. In addition, some state insurance departments may enact rules or regulations with extra-territorial application, effectively extending their jurisdiction to areas such as permitted insurance company investments that are normally the province of an insurance company’s domiciliary state regulator.

requirements, insurer use of captive reinsurance companies, acquisitions, mergers, capital adequacy, claims practices and the remittance of unclaimed property. In addition, some state insurance departments may enact rules or regulations with extra-territorial application, effectively extending their jurisdiction to areas such as permitted insurance company investments that are normally the province of an insurance company’s domiciliary state regulator.

The Company and its insurance subsidiaries are required to file periodic reports with the regulatory agencies in each of the jurisdictions in which they do business, and their business and accounts are subject to examination by such agencies at any time. Under the rules of the NAIC, insurance companies are examined periodically (generally every three to five years) by one or more of the regulatory agencies on behalf of the states in which they do business. At any given time, a number of financial and/or market conduct examinations of the Company and its subsidiaries may be ongoing. From time to time, regulators raise issues during examinations or audits for the Company and its subsidiaries that could, if determined adversely, have a material adverse impact on the Company. To date, no such insurance department examinations have produced any significant adverse findings regarding any of the Company and any of its insurance company subsidiaries.

Under the insurance guaranty fund laws in most states, insurance companies doing business in the state can be assessed up to prescribed limits for policyholder losses incurred by insolvent companies. From time to time, companies may be asked to contribute amounts beyond prescribed limits. It is possible that the Company could be assessed with respect to product lines not offered by the Company. In addition, legislation may be introduced in various states with respect to guaranty fund assessment laws related to insurance products, including long-term care insurance and other specialty products, that increases the cost of future assessments or alters future premium tax offsets received in connection with guaranty fund assessments. The Company cannot predict the amount, nature or timing of any future assessments or legislation, any of which could have a material and adverse impact on the Company’s financial condition or results of operations.

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In addition, many states, including the states in which the Company and its insurance subsidiaries are domiciled, have enacted legislation or adopted regulations regarding insurance holding company systems. These laws require registration of and periodic reporting by insurance companies domiciled within the jurisdiction which control or are controlled by other corporations or persons so as to constitute an insurance holding company system. These laws also affect the acquisition of control of insurance companies as well as transactions between insurance companies and companies controlling them. Most states, including Tennessee, where the Company is domiciled, require administrative approval of the acquisition of control of an insurance company domiciled in the state or the acquisition of control of an insurance holding company whose insurance subsidiary is incorporated in the state. In Tennessee, the acquisition of 10% of the voting securities of an entity is deemed to be the acquisition of control for the purpose of the insurance holding company statute and requires not only the filing of detailed information concerning the acquiring parties and the plan of acquisition, but also administrative approval prior to the acquisition.

The states in which the Company and its insurance subsidiaries are domiciled also impose certain restrictions on the subsidiaries’ ability to pay dividends to the Company. These restrictions are based in part on the prior year’s statutory income and surplus. In general, dividends up to specified levels are considered ordinary and may be paid without prior approval. Dividends in larger amounts are considered extraordinary and are subject to affirmative prior approval by the insurance commissioner of the state of domicile. In addition, certain states may prohibit the payment of dividends from other than the insurance company’s earned surplus. The insurance subsidiaries may pay, without the approval of the Insurance Commissioners of the state of domicile, $~~153~~531.26 million of distributions in ~~2023~~2024. No assurance can be given that more stringent restrictions will not be adopted from time to time by states in which the Company and its insurance subsidiaries are domiciled; such restrictions could have the effect, under certain circumstances, of significantly reducing dividends or other amounts payable to the Company by such subsidiaries without prior approval by state regulatory authorities.

State insurance regulators and the NAIC regularly re-examine existing laws and regulations applicable to insurance companies and their products. Changes in these laws and regulations, or in interpretations thereof, are often made for the benefit of the consumer and may lead to additional expense for the insurer. Furthermore, some NAIC pronouncements, particularly as they affect accounting issues, take effect automatically in various states without affirmative action by those states.

Sales of life insurance policies and annuity contracts offered by the Company are subject to a wide variety of state regulations relating to sales practices. The NAIC finalized revisions to the Suitability in Annuity Transactions Model Regulation which is intended to impose a higher standard of care on insurers who sell annuities. Additionally, several states are considering or have adopted legislation or regulatory measures that would implement new requirements and standards applicable to the sale of annuities and, in some cases, life insurance products. These new and proposed requirements and standards, which vary widely in scope, applicability, and timing of implementation, include requiring insurers, investment advisers, broker-dealer, and/or agents to disclose conflicts of interest to clients or to meet standards that their advice and sales recommendations must be in the customer’s best interest. There remains significant uncertainty surrounding these new and proposed requirements and standards, and the impact they may have on our current distributors and sales of our life insurance policies and annuity contracts.64

~~The~~Sales ~~insurance laws~~ of ~~U.S.~~life ~~jurisdictions~~insurance ~~govern~~policies ~~the~~and ~~marketplace~~annuity ~~activities~~contracts ofoffered ~~insurers,~~by ~~affecting~~ the ~~form~~Company ~~and~~are ~~content~~subject ofto ~~disclosure~~a towide ~~consumers,~~variety ~~product~~of ~~illustrations,~~state ~~advertising,~~regulations ~~product~~relating ~~replacement,~~to sales ~~and~~practices. ~~underwriting~~The ~~practices,~~NAIC ~~and~~finalized ~~complaint~~revisions ~~and~~to ~~claims~~the ~~handling,~~Suitability ~~and~~in ~~these~~Annuity ~~provisions~~Transactions ~~are~~Model ~~generally~~Regulation ~~enforced~~which ~~through~~is ~~periodic~~intended ~~market~~to ~~conduct~~impose ~~examinations.~~a ~~Most~~higher ~~state~~standard ~~insurance~~of ~~laws~~care ~~prohibit~~on insurers ~~from~~who ~~engaging~~sell ~~in unfair trade practices~~annuities. ~~The~~A ~~kinds~~majority of ~~practices~~states ~~addressed~~have ~~are~~adopted ~~(i) misrepresentation~~amendments ~~and~~to ~~false~~their ~~advertising,~~suitability ~~(ii) unfair~~rules ~~discrimination~~based inon ~~premiums~~the ~~and~~NAIC's ~~policy~~revisions ~~benefits,~~to ~~(iii) boycott,~~the ~~coercion~~model ~~and~~regulation. ~~intimidation~~Additionally, ~~(iv) discrimination~~several ~~based~~states onare ~~race,~~considering ~~color, creed~~ or ~~national~~have ~~origin,~~adopted ~~sex~~legislation or ~~marital~~regulatory ~~status,~~measures ~~and~~that ~~(v) rebating~~would ofimplement ~~premium.~~new Inrequirements ~~January 2019,~~and ~~the~~standards ~~New~~applicable ~~York Department of Financial Services (“DFS”) issued a circular letter that relates~~ to ~~use~~the bysale ~~life insurers~~ of ~~data~~annuities orand, ~~information~~in ~~sources~~some ~~that~~cases, ~~are~~life ~~not~~insurance ~~directly~~products. ~~related~~These tonew ~~the~~and ~~medical~~proposed ~~condition~~requirements ofand ~~the~~standards, ~~applicant~~which ~~(with~~vary ~~certain~~in ~~exclusions)~~scope, ~~for~~applicability, ~~certain~~and ~~types~~timing of ~~underwriting~~implementation, orinclude ~~rating~~requiring ~~purposes~~insurers, ~~including~~investment asadvisers, abroker-dealer, ~~proxy~~and/or ~~for~~agents ~~traditional~~to ~~medical~~disclose ~~underwriting.~~conflicts ~~The~~of ~~circular~~interest ~~letter~~to ~~generally~~clients ~~prohibits~~or ~~life~~to ~~insurers~~meet ~~from~~standards ~~using~~that ~~such~~their ~~data~~advice orand ~~information,~~sales ~~including~~recommendations ~~algorithms~~must orbe ~~predictive models,~~ in ~~this fashion unless: (i)~~ the ~~insurer~~customer’s ~~can~~best ~~establish~~interest. ~~that~~There ~~the~~remains ~~data~~significant ~~source~~uncertainty ~~does~~surrounding ~~not~~these ~~use~~new and isproposed ~~not~~requirements ~~based~~and instandards, ~~any~~and ~~way~~the onimpact ~~prohibited~~they ~~criteria,~~may ~~such~~have ason ~~race,~~our ~~color,~~current ~~creed,~~distributors ~~etc.;~~ and ~~(ii) this~~sales ~~use~~of isour ~~not~~life ~~unfairly~~insurance ~~discriminatory~~policies and ~~otherwise~~annuity ~~complies with the~~ contracts.

72The insurance laws of U.S. jurisdictions govern the marketplace activities of insurers, affecting the form and content of disclosure to consumers, product illustrations, advertising, product replacement, sales and underwriting practices, and complaint and claims handling, and these provisions are generally enforced through periodic market conduct examinations. Most state insurance laws prohibit insurers from engaging in unfair trade practices. The kinds of practices addressed are (i) misrepresentation and false advertising, (ii) unfair discrimination in premiums and policy benefits, (iii) boycott, coercion and intimidation, (iv) discrimination based on race, color, creed or national origin, sex or marital status, and (v) rebating of premium. In January 2019, the New York Department of Financial Services (“DFS”) issued a circular letter that relates to use by life insurers of data or information sources that are not directly related to the medical condition of the applicant (with certain exclusions), for certain types of underwriting or rating purposes, including as a proxy for traditional medical underwriting. The circular letter generally prohibits life insurers from using such data or information, including algorithms or predictive models, in this fashion unless: (i) the insurer can establish that the data source does not use and is not based in any way on prohibited criteria, such as race, color, creed, etc.; and (ii) this use is not unfairly discriminatory and otherwise complies with the requirements of the New York insurance laws. In addition, the circular letter requires insurers using such data or information, including predictive models, to make certain additional disclosures to consumers.

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requirements of the New York insurance laws. In addition, the circular letter requires insurers using such data or information, including predictive models, to make certain additional disclosures to consumers.

Federal Regulation

At the federal level, the executive branch or federal agencies may issue orders or take other action with respect to financial services and life insurance matters, and bills are routinely introduced in both chambers of the United States Congress which could affect the Company’s business. In the past, Congress has considered legislation that would impact insurance companies in numerous ways, such as providing for an optional federal charter or a federal presence for insurance, preempting state law in certain respects regarding the regulation of reinsurance, increasing federal oversight in areas such as consumer protection and solvency regulation, setting tax rates, and other matters. The Company cannot predict whether or in what form legislation will be enacted and, if so, the impact of such legislation on the Company.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“the Dodd-Frank Act”) made sweeping changes to the regulation of financial services entities, products and markets. The Dodd-Frank Act directed existing and newly-created government agencies and bodies to perform studies and promulgate a multitude of regulations implementing the law, a process that has substantially advanced but is not yet complete.

Among other things, the Dodd-Frank Act imposed a comprehensive new regulatory regime on the over-the-counter (“OTC”) derivatives marketplace and granted new joint regulatory authority to the Securities and Exchange Commission (“SEC”) and the U.S. Commodity Futures Trading Commission (“CFTC”) over OTC derivatives. In collaboration with U.S. federal banking regulators, the CFTC has adopted regulations which categorize the Company as a “financial end-user” which is thereby required to post and collect margin in a variety of derivatives transactions. Recommendations and reports from entities created under the Dodd-Frank Act, such as the Federal Insurance Office and the Financial Stability Oversight Council, could also affect the manner in which insurance and reinsurance are regulated in the U.S. and, thereby, the Company’s business. The Dodd-Frank Act also created the Consumer Financial Protection Bureau (“CFPB”), an independent division of the Department of Treasury with jurisdiction over credit, savings, payment, and other consumer financial products and services, other than investment ~~products already regulated by the SEC or the CFTC. The Company and certain of its subsidiaries sell products that may be regulated by the CFPB.~~

Sales of life insurance policies and annuity contracts offered by the Company are subject to regulations relating to sales practices adopted by a variety of federal regulatory authorities. Certain annuities and life insurance policies such as variable annuities and variable universal life insurance are regulated under the federal securities laws administered by the SEC. On June 30, 2020, the SEC’s Regulation Best Interest (“Regulation BI”) went into effect. Regulation BI relates to the standard of conduct applicable to broker-dealers, investment advisers, and their representatives when making certain recommendations to retail customers. Specifically, a broker-dealer is required to act in the best interest of a retail customer when recommending any securities transaction or investment strategy involving securities to the retail customer. Regulation BI also requires broker-dealers and investment advisers to provide each customer with a summary of the nature of the customer’s relationship with the investment professional, and provides a restriction on the use of the terms “adviser” and “advisor” by broker-dealers.65

Inproducts ~~addition,~~already ~~broker-dealers,~~regulated ~~insurance agencies and other financial institutions sell the Company’s annuities to employee benefit plans governed~~ by ~~provisions of~~ the ~~Employee~~SEC ~~Retirement~~or ~~Income Security Act (“ERISA”) and Individual Retirement Accounts (“IRAs”) that are governed by similar provisions under~~ the ~~Internal Revenue Code (the “Code”)~~CFTC. ~~Consequently,~~The ~~our~~Company ~~activities~~ and ~~those~~certain of ~~the~~its ~~firms~~subsidiaries ~~that~~ sell ~~the Company’s~~ products ~~are subject to restrictions~~ that ~~require~~may ~~ERISA~~be ~~fiduciaries~~regulated toby ~~perform their duties solely in~~ the interests of ERISA plan participants and beneficiaries, and that prohibit ERISA fiduciaries from causing a covered plan or retirement account to engage in certain prohibited transactions absent an exemptionCFPB. Also, on December 31, 2020, the U.S. Department of Labor (“DOL”) issued its final investment advice prohibited transaction exemption, with a February 16, 2021 effective date. The final regulation confirmed the reinstatement of the traditional “five-part test” for determining fiduciary status and established a new prohibited transaction exemption that aligns with the SEC’s Regulation BI.

73Sales of life insurance policies and annuity contracts offered by the Company are subject to regulations relating to sales practices adopted by a variety of federal regulatory authorities. Certain annuities and life insurance policies such as variable annuities and variable universal life insurance are regulated under the federal securities laws administered by the SEC. On June 30, 2020, the SEC’s Regulation Best Interest (“Regulation BI”) and Form CRS went into effect. Regulation BI relates to the standard of conduct applicable to broker-dealers, investment advisers, and their representatives when making certain recommendations to retail customers. Specifically, a broker-dealer is required to act in the best interest of a retail customer when recommending any securities transaction or investment strategy involving securities to the retail customer. Form CRS requires broker-dealers and investment advisers to provide each customer with a summary of the nature of the customer’s relationship with the investment professional. Regulation BI also restricts the use of the terms “adviser” and “advisor” by broker-dealers.

~~Table~~In addition, broker-dealers, insurance agencies and other financial institutions sell the Company’s annuities to employee benefit plans governed by provisions of ~~Contents~~the Employee Retirement Income Security Act (“ERISA”) and Individual Retirement Accounts (“IRAs”) that are governed by similar provisions under the Internal Revenue Code (the “Code”). Consequently, our activities and those of the firms that sell the Company’s products are subject to restrictions that require ERISA fiduciaries to perform their duties solely in the interests of ERISA plan participants and beneficiaries, and that prohibit ERISA fiduciaries from causing a covered plan or retirement account to engage in certain prohibited transactions absent an exemption. In December 2020, the U.S. Department of Labor (“DOL”) reinstated the traditional “five-part test” for determining fiduciary status and established a new prohibited transaction exemption that aligns with the SEC’s Regulation BI.

On October 31, 2023, the DOL proposed a fiduciary rule that broadly covers ERISA plan and IRA sales activities and amends related prohibited transaction exemptions to limit compensation eligible for exemptive relief. The proposal includes an expansive definition of “investment advice fiduciary” that would include nearly all recommendations of annuities. The proposal also includes significant limits on the prohibited transaction exemptions used by producers and insurers and would impose significant limits on the compensation that could be paid in connection with the sale of an annuity.

There remains significant uncertainty surrounding the final form that these regulations may take and the impact they may have on our current distributors and sales of our life insurance policies and annuity contracts. In addition, the Company continues to incur expenses in connection with initial and ongoing compliance obligations with respect to these regulations and in the aggregate these expenses may be significant.

The federal securities laws to which certain of our life insurance policies and annuity contracts are subject contain regulatory restrictions and criminal, administrative, and private remedial provisions. From time to time, the SEC and the Financial Industry Regulatory Authority (“FINRA”) examine or investigate the activities of insurance companies, broker-dealers and investment advisers, including the Company’s affiliated broker-dealers and investment advisers. These examinations or investigations often focus on the activities of the registered representatives and registered investment advisers doing business through such entities and the entities’ supervision of those persons.

The Company is also subject to various federal laws and regulations intended to promote financial transparency and to identify and prevent money laundering and other financial crimes. Under these laws and regulations, the Company is required to maintain certain internal compliance practices, procedures, and controls for verifying the identity of its customers, monitoring for and reporting suspicious transactions, and responding to requests for information from regulatory authorities and law enforcement agencies.

Cybersecurity and Privacy Regulations

In response to the growing threat of cyber attacks several jurisdictions enacted cybersecurity measures, including the adoption of cybersecurity regulations that, among other things, would require insurance companies to establish and maintain a cybersecurity program and implement and maintain cybersecurity policies and procedures. Many states have adopted a standard based on or identical to the 2017 NAIC Insurance Data Security Model Law, which serves as model legislation for states to enact in order to govern cybersecurity and data protection practices of insurers, insurance agents, and other licensed entities registered under state insurance laws. Additionally, the DFS issued regulations governing cybersecurity requirements for financial services companies, which became effective in March 2017. The DFS regulations require insurance companies, among others, licensed in New York to assess their specific cyber risk profiles and design cybersecurity programs to address such risks. The DFS and the NAIC Insurance Data Security Model Law also require certain insurers to file annually a certification pertaining to their compliance with those jurisdictions’ cybersecurity requirements. The Company continues to monitor whether the other states in which it conducts business, as well as federal governmental agencies, adopt data security laws or regulations.

which serves as model legislation for states to enact in order to govern cybersecurity and data protection practices of insurers, insurance agents, and other licensed entities registered under state insurance laws. Additionally, the DFS issued regulations governing cybersecurity requirements for financial services companies, which became effective in March 2017. The DFS regulations require insurance companies, among others, licensed in New York to assess their specific cyber risk profiles and design cybersecurity programs to address such risks. Further, in November 2023, the DFS adopted amendments to its cybersecurity regulation that move beyond administrative and technical safeguards and are focused on cybersecurity governance and risk management. The DFS and the NAIC Insurance Data Security Model Law also require certain insurers to file annually a certification pertaining to their compliance with those jurisdictions’ cybersecurity requirements. In addition to these state regulatory developments, the SEC has proposed new rules that would require the Company's registered separate accounts to adopt and implement comprehensive cybersecurity policies and procedures and disclose significant cybersecurity incidents in the prospectuses for variable contracts. The Company continues to monitor whether the other states in which it conducts business, as well as federal governmental agencies, adopt data security laws or regulations.

The Company has implemented information security policies that are designed to address the security of the Company’s information assets, which include personally identifiable information and protected health information, as well as other proprietary and confidential information about the Company, its employees, customers, agents, affiliates, and business partners. Additionally, the Company has an information risk management committee that, among other things, reviews emerging risks and monitors regulatory requirements and industry standards relating to the security of the Company’s information assets, monitors the Company’s cybersecurity initiatives, and approves the Company’s cyber incident response plans. This committee meets regularly, and the Board of Directors receives reports regarding cybersecurity matters. Furthermore, as part of the Company’s information security program, the Company has included security features in its systems that are intended to protect the privacy and integrity of the Company’s information assets, including personally identifiable information and protected health information. Notwithstanding these efforts, cyber threats and related legal and regulatory standards applicable to the insurance industry are rapidly evolving, and the Company’s and the Company’s business partners’ and service providers’ systems may continue to be vulnerable to security breaches, viruses, programming errors, and other similar disruptive problems or incidents.

In addition to laws and regulations relating to cyber security, states have proposed or adopted broad privacy laws and regulations that apply to all types of businesses. Since 2018, ~~five~~twelve states (California, Virginia, Colorado, Connecticut, Indiana, Tennessee, Delaware, Iowa, Texas, Montana, Oregon, and Utah) have passed consumer privacy laws which create new consumer rights and business responsibilities. The NAIC is also considering a new Consumer Privacy Protection Model Law that would include stronger provisions related to consumer rights, consent, and notification as well as third-party service agreements, data retention and deletion policies, and data sharing agreements. As part of the Company’s customer privacy programs, the Company included processes to respond to requests from consumers with respect to their rights under such privacy laws and regulations. The Company continues to monitor whether the other states in which it conducts business, as well as federal governmental agencies, adopt additional customer privacy laws or regulations.

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continues to monitor whether the other states in which it conducts business, as well as federal governmental agencies, adopt additional customer privacy laws or regulations.

Other Regulation

Other types of regulation that could affect the Company and its subsidiaries include insurance company investment laws and regulations, state statutory accounting practices, tax laws, antitrust laws, minimum solvency requirements, enterprise risk requirements, state securities laws, federal privacy laws, technology and data regulations, insurable interest laws, federal anti-money laundering and anti-terrorism laws, employment and immigration laws and, because the Company owns and operates real property, state, federal, and local environmental laws. The Company may also be subject to regulations influenced by or related to international regulatory authorities or initiatives. PLC’s ultimate controlling parent, Dai-ichi Life, is subject to regulation by the Japanese Financial Services Agency (“JFSA”). Under applicable laws and regulations, Dai-ichi Life is required to provide notice to or obtain the consent of the JFSA prior to taking certain actions or engaging in certain transactions, either directly or indirectly through its subsidiaries, including PLC, the Company, and their respective consolidated subsidiaries. Domestically, the NAIC may be influenced by the initiatives or regulatory structures or schemes of international regulatory bodies, and those initiatives or regulatory structures or schemes may not translate readily into the regulatory structures or schemes of the legal system (including the interpretation or application of standards by juries) under which U.S. insurers must operate. Changes in laws and regulations or in interpretations thereof, or to initiatives or regulatory structures or schemes of international regulatory bodies, which are applicable to the Company could have a significant adverse impact on the Company.

juries) under which U.S. insurers must operate. Changes in laws and regulations or in interpretations thereof, or to initiatives or regulatory structures or schemes of international regulatory bodies, which are applicable to the Company could have a significant adverse impact on the Company.

Intellectual Property

The Company relies on a combination of intellectual property laws, confidentiality procedures and policies, and contractual provisions to protect its brand and its intellectual property, which includes copyrights, trademarks, patents, domain names, and trade secrets. The success of the Company’s business depends on its continued ability to use and protect its intellectual property, including its trademark and service mark portfolio which is composed of both United States registered and common law trademarks and service marks, including the Company’s Protective name and logo. The Company’s intellectual property assets are valuable to the Company in maintaining its brand and marketing its products; thus, the Company maintains and protects its intellectual property assets from infringement and dilution.

RISK FACTORS

This Prospectus includes “forward-looking statements” that represent the Company’s beliefs concerning future operations. Forward-looking statements include any statement that may predict, forecast, indicate, or imply future results, performance, or achievements instead of historical facts and may contain words like “believe”, “expect”, “estimate”, “project”, “budget”, “forecast”, “anticipate”, “plan”, “will”, “shall”, “may”, and other words, phrases, or expressions with similar meaning. Forward-looking statements involve risks and uncertainties, which may cause actual results to differ materially from the results contained in the forward-looking statements, and we cannot give assurances that such statements will prove to be correct. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual results. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.

The operating results of companies in the insurance industry have historically been subject to significant fluctuations. The factors which could affect the Company’s future results include, but are not limited to, general economic conditions and known trends and uncertainties which are discussed more fully below.

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Risks Related to the COVID-19 Pandemic

The coronavirus (COVID-19) global pandemic ~~has~~could ~~adversely~~continue ~~impacted~~to ~~the~~have ~~Company’s~~an ~~business,~~adverse ~~and the ultimate~~ effect on ~~its business, results of operations, and financial condition will depend on future developments that are uncertain, including~~ the ~~scope~~Company’s ~~and duration of the pandemic and actions taken by governmental authorities in response to the pandemic~~business.

~~Beginning~~The ~~in 2020, the~~ COVID-19 pandemic ~~created~~has ~~both~~had aan ~~public~~economic ~~health~~impact ~~crisis~~on in the ~~United~~Company’s ~~States~~business, results of operations, and ~~worldwide~~the ~~that~~national ~~impacted~~economy generally. Ongoing impacts to the Company’s ~~results~~will depend on future developments which are uncertain and cannot be predicted, including the rate and long-term efficacy of ~~operations.~~vaccinations, ~~The~~the ~~spread~~impact of new COVID-19 ~~resulted~~variants, inlong ~~excess~~COVID, ~~deaths~~the inmortality effects of the ~~population~~pandemic ~~that~~indirectly ~~can~~attributed beto ~~both~~COVID-19, ~~directly~~actions taken by governmental authorities and ~~indirectly~~other ~~attributed~~third parties in response to the ~~virus.~~pandemic, ~~The~~changes ~~rollout~~in ofthe ~~COVID-19~~insurance ~~vaccines~~industry ~~throughout~~associated ~~2021~~with ~~mitigated~~the ~~mortality~~emergence ~~risk.~~of ~~However~~the pandemic, ~~the~~and other market disruptions. Any such developments could have a complex and negative ~~impact~~effect on the Company’s business, including with respect to ~~overall~~the ~~mortality~~prevailing ~~continued~~economic ~~into~~environment, ~~2022.~~the Company’s insurance and annuity products, and the Company’s business operations.

The extent to which the COVID-19 pandemic could continue to impact the Company’s business, results of operations, or financial condition will depend on future developments which are uncertain and cannot be predicted, including the rate and long-term efficacy of vaccinations, the impact of new COVID-19 variants, Long COVID, mortality effects of the pandemic indirectly attributed to COVID-19, and actions taken by governmental authorities and other third parties in response to the pandemic.

The Company has implemented risk management and business continuity plans, performed stress testing, and taken other precautions with respect to the COVID-19 global pandemic. However, such measures may not adequately protect the Company’s business from the full impacts of the pandemic.

Risks Related to the Financial Environment

Interest rate fluctuations and sustained periods of low or high interest rates could negatively affect the Company’s interest earnings and spread income, or otherwise impact its business.

Significant changes in interest rates expose the Company to the risk of not earning anticipated interest on assets supporting products, or not realizing anticipated spreads between the interest rate earned on investments and the credited interest rates paid on in-force policies and contracts that have significant account balances. Both rising and declining interest rates as well as sustained periods of low interest rates could negatively affect the Company’s interest earnings and spread income.

credited interest rates paid on in-force policies and contracts that have significant account balances. Both rising and declining interest rates as well as sustained periods of low interest rates could negatively affect the Company’s interest earnings and spread income.

Lower interest rates may also result in lower sales of certain of the Company’s life insurance and annuity products. Additionally, during periods of declining or low interest rates, certain previously-issued life insurance and annuity products may be relatively more attractive investments to consumers, resulting in increased premium payments on products with flexible premium features, repayment of policy loans, and increased persistency, or a higher percentage of insurance policies remaining in force from year to year during a period when the Company’s investments earn lower returns. Certain of the Company’s life insurance and annuity products guarantee a minimum credited interest rate, and the Company could become unable to earn its spread income or may earn less interest on its investments than it is required to credit to policyholders should interest rates decrease significantly and/or remain low for sustained periods. Additionally, the profitability of certain of the Company’s life insurance products that do not have significant account balances could be reduced should interest rates decrease significantly and/or remain low for sustained periods.

Lower interest rates may also result in increases to certain policyholder benefit reserves.

Higher interest rates may create a less favorable environment for the origination of commercial mortgage loans and decrease the investment income the Company receives in the form of prepayment fees, make-whole payments, and commercial mortgage loan participation income. Higher interest rates could also adversely affect the fair value of fixed-income securities within the Company’s investment portfolio and increase the cost of debt and other obligations of the Company having floating rate or rate reset provisions. During periods of increasing market interest rates, the Company may offer higher crediting rates on interest-sensitive products, such as universal life insurance and fixed annuities, and it may increase crediting rates on in-force products to keep these products competitive. In addition, rapidly-rising interest rates may cause increased policy surrenders, withdrawals from life insurance policies and annuity contracts, and requests for policy loans as policyholders and contract holders shift assets into higher yielding investments. Increases in crediting rates, as well as surrenders and withdrawals, could have an adverse effect on the Company’s financial condition and results of operations, including earnings, capital and surplus, and statutory risk-based capital ratios. Due to the recent increase in interest rates, the Company has experienced most of the impacts noted in this paragraph to varying degrees, and may experience material adverse impacts in the future.

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yielding investments. Increases in crediting rates, as well as surrenders and withdrawals, could have an adverse effect on the Company’s financial condition and results of operations, including earnings, equity AOCI, and statutory risk-based capital ratios.

Additionally, the Company’s asset/liability management programs and procedures incorporate assumptions about the relationship between short-term and long-term interest rates (i.e., the slope of the yield curve) and relationships between risk-adjusted and risk-free interest rates, market liquidity, and other factors. The effectiveness of the Company’s asset/liability management programs and procedures may be negatively affected whenever actual results differ from these assumptions.

The Company’s investments are subject to market and credit risks. These risks could be heightened during periods of extreme volatility or disruption in financial and credit markets.

Significant volatility or disruption in domestic or foreign credit, capital, and equity markets, including as a result of social or political unrest or instability domestically or abroad, could have an adverse impact in several ways on either the Company’s financial condition or results from operations. The Company’s invested assets and derivative financial instruments are subject to risks of credit defaults and changes in fair values which could be heightened by volatility or disruption. The factors affecting the financial and credit markets could lead to credit and other losses in the Company’s investment portfolio.

The Company’s exposure to these markets presents a number of risks including:

•The fair value of the Company’s invested assets, derivative financial instruments, and commercial mortgage loans may be affected by interest rate levels, financial market performance, general economic conditions, inflation, and conditions affecting certain sectors of the economy, as well as particular circumstances affecting the individual tenants, borrowers, issuers, and guarantors.

•Changes in interest rates and credit spreads could increase unrealized losses in the Company’s investment portfolio and could cause market price and cash flow variability in the Company’s fixed-income instruments.

•Significant volatility and lack of liquidity in the credit markets could cause issuers of the fixed-income securities in the Company’s investment portfolio to default on either principal or interest payments on these securities.

•The Company’s statutory surplus is impacted by widening credit spreads as a result of the accounting for the assets and liabilities on its fixed ~~MVA~~market value adjusted annuities (“MVAA”). Volatile credit markets could result in statutory separate account asset market value losses.

•Volatility or disruption in the credit markets could impact the Company’s ability to efficiently access financial solutions for purposes of issuing long-term debt for financing purposes, its ability to obtain financial solutions for purposes of supporting certain traditional and UL insurance products for capital management purposes, or result in an increase in the cost of existing securitization structures.

•When the credit and capital markets are disrupted and confidence is eroded the Company may not be able to borrow money, including through the issuance of debt securities, or the cost of borrowing or raising capital may be prohibitively high. If the Company’s internal sources of liquidity are inadequate during such periods, the Company could suffer negative effects from not being able to borrow money, or from having to do so on unfavorable terms. The negative effects could include being forced to sell assets at a loss, a lowering of the Company’s ~~credit~~financial strength ratings and the financial strength ratings of its insurance subsidiaries, and the possibility that customers, lenders, ratings agencies, or regulators develop a negative perception of the Company and its financial prospects.

•Volatility in equity markets may deter prospective purchasers of variable life and annuity products and fixed annuity products that have returns linked to the performance of equity markets and may cause some existing customers to withdraw cash values or reduce investments in those products.

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•Changes in interest rates, equity market movements and changes in the volatility of equity markets can impact the valuation of both the reserves relating to GMxB riders and the derivatives entered into in connection with these riders. Changes in the valuation of derivatives used to hedge GMxB riders may not fully offset changes in the valuation of statutory reserves. Such differences may have a material adverse effect on total statutory capital and surplus.

•Market volatility can make it difficult for the Company to value certain of its assets, especially if trading becomes less frequent. Additionally, valuations may include assumptions or estimates that may have significant period-to-period changes.

In addition, financial markets may be adversely affected by the current or anticipated impact of military conflict, including ~~escalating~~conflict ~~military~~in ~~tension~~Europe ~~between~~and ~~Russia~~the ~~and~~Middle ~~Ukraine~~East, terrorism or other geopolitical events. Major central bank policy actions, inflation, possible recessionary conditions and political policy uncertainty also remain key challenges for markets and the Company’s business. Future actions or inactions of the United States government related to the “debt-ceiling” could increase the actual or perceived risk that the United States may not ultimately pay its obligations when due. This could result in downgrades to the credit rating of the United States and potential disruption to financial markets, including capital markets.

~~On March 10~~Moreover, ~~2023,~~adverse ~~the~~developments ~~California~~that ~~Department~~affect ofbanks ~~Financial Protection~~ and ~~Innovation~~other ~~took~~financial ~~possession~~institutions, ofsuch ~~Silicon~~as ~~Valley~~events ~~Bank~~involving ~~and~~liquidity ~~appointed~~that ~~the~~are ~~Federal~~rumored ~~Deposit~~or ~~Insurance~~actual, ~~Corporation~~have (in the ~~“FDIC”)~~past asand ~~receiver.~~may ~~On March~~in ~~12, 2023,~~ the ~~New~~future ~~York~~lead ~~State~~to ~~Department~~market-wide ofand ~~Financial~~Company-specific ~~Services~~liquidity ~~took~~problems ~~possession~~and ofa ~~Signature Bank~~decline ~~and~~in ~~appointed~~ the ~~FDIC~~value asof ~~receiver~~investment portfolios. InFor ~~response~~example, toin ~~these~~the ~~events,~~first ~~the~~half ~~Federal~~of ~~Reserve~~2023, ~~announced that~~federal, itstate ~~would~~and ~~make~~foreign ~~additional~~bank ~~funding~~regulators ~~available~~placed ~~via~~several aU.S. ~~new~~and ~~Bank~~European ~~Term~~banks ~~Funding~~into ~~Program~~receivership ~~(“BTFP”)~~and ~~offering~~took ~~loans~~other ofprecautionary upmeasures to ~~one~~address ~~year~~instability toin ~~eligible~~the ~~depository~~banking ~~institutions~~sector. toThe ~~ensure~~Company ~~they~~suffered ~~have~~significant ~~the~~losses ~~ability~~in toits ~~meet~~investment ~~the~~portfolio ~~needs~~related ofto ~~all~~these ~~depositors~~developments. ~~The~~Future ~~impact~~adverse ofconditions ~~these~~in ~~developments~~the ~~remains~~banking ~~uncertain. However~~sector, ~~they~~including ~~may~~bank ~~influence~~failures, ~~future~~adverse ~~regulatory~~liquidity ~~policies~~conditions or ~~affect~~events ~~the~~otherwise ~~way~~affecting ~~that~~confidence ~~banking~~in ~~institutions (including~~ the ~~Federal~~financial ~~Home~~or ~~Loan~~credit ~~Banks)~~markets, ~~and~~could ~~other~~lead ~~financial~~to ~~market~~disruptions ~~participants~~in ~~conduct~~our ~~business,~~ability ~~such~~to asaccess ~~the~~our ~~terms~~bank ordeposits ~~amounts~~in excess of ~~funding~~FDIC ~~they~~limits, ~~make~~impair ~~available~~the toability ~~the~~of ~~Company.~~one

The risks described above could have a material adverse impact on the Company’s results of operations, financial condition, statutory capital ratios, risk-based capital ratios, cash flows through realized losses, the allowance for expected credit losses, unrealized loss positions, and may cause increased demands on capital, including obligations to post additional capital and collateral.70

or more of the banks participating in our credit facility from honoring their commitments to us, and have an adverse effect on the future availability of funding to the Company and the terms of such funding. Such adverse conditions could also lead to significant uncertainty in the valuation of investments we may have in financial institutions and in companies in other affected industries, which ultimately may result in further substantial decreases in the value of our investments on our balance sheet and material losses on our income statement.

The risks described above could have a material adverse impact on the Company’s results of operations, financial condition, statutory capital ratios, risk-based capital ratios, cash flows through realized losses, unrealized loss positions, and may cause increased demands on capital, including obligations to post additional capital and collateral.

Climate change and related legislative and regulatory initiatives may materially affect the Company’s business and may adversely affect our investment portfolio.

There are concerns that the increased frequency and severity of weather-related catastrophes and other losses, such as wildfires, incurred by the industry in recent years is indicative of changing weather patterns, whether as a result of global climate change caused by human activities or otherwise, which could cause such events to persist. The global business community has increased its political and social awareness surrounding the issue, and the United States has entered into international agreements in an attempt to reduce global temperatures, such as reentering the Paris Agreement. Further, the U.S. Congress, state legislatures and federal and state regulatory agencies continue to propose numerous initiatives to supplement the global effort to combat climate change.

The Company cannot predict how legal, regulatory and social responses to concerns about global climate change will impact its business or the value of our investments. Climate change regulation and market forces reacting to climate change may affect the prospects of companies and other entities whose securities we hold, or our willingness to continue to hold their securities. It may also impact other counterparties, including reinsurers, and affect the value of investments, including real estate investments we hold or manage for others. WeAlthough the Company has performed, and will continue to perform, climate change scenario analyses with respect to its investment portfolio, the Company cannot accurately predict the long-term impacts on us from climate change or related regulation or market impact.

The elimination of LIBOR may adversely affect the interest rates on and value of certain derivatives and floating rate securities we hold and floating rate securities we have issued, the value and profitability of certain real estate lending and other activities we conduct, and any other assets or liabilities whose value is tied to LIBOR.

Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. On July 27, 2017, the U.K. Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. On March 5, 2021, the IBA announced that it will cease the publication of one week and two-month U.S. Dollar LIBOR and all non-USD (GBP, EUR, CHF and JPY) LIBOR settings at the end of December 2021, but will extend the publication of the remaining U.S. Dollar LIBOR settings (overnight and one, three, six and 12 month U.S. Dollar LIBOR) until the end of June 2023. U.S. bank regulators

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have advised banks to cease writing, subject to certain limited exceptions, new U.S. Dollar LIBOR contracts by the end of 2021 and the New York Federal Reserve’s ARCC has identified the SOFR as the recommended risk-free alternative rate for USD LIBOR. The extended cessation date for most USD LIBOR tenors will allow for more time for existing legacy USD LIBOR contracts to mature and provide additional time to continue to prepare for the transition from LIBOR on certain derivatives and floating rate securities the Company holds, securities the Company has issued, real estate lending, and other activities the Company conducts, and any other assets or liabilities, as well as contractual rights and obligations, whose value is tied to LIBOR. The value or profitability of these products and instruments may be adversely affected.

The Company uses LIBOR and other interbank offered rates as interest reference rates in certain of its financial instruments. Existing contract fallback provisions, and whether, how, and when the Company and others develop and adopt alternative reference rates, will influence the effect of any changes to or discontinuation of LIBOR on the Company. The Company is identifying, assessing and monitoring market and regulatory developments, assessing agreement terms, and evaluating operational readiness. The Company is utilizing the International Swaps and Derivatives Association, Inc. (“ISDA”) 2020 IBOR Fallbacks Protocol to address the transition from LIBOR and other interbank offered rates to other risk-free rates in its OTC bilateral derivatives contracts governed under ISDA Master Agreements with trading counterparties. The Company also monitors the Financial Accounting Standards Board’s, and U.S. Treasury Department’s updates on the accounting and tax implications of reference rate reform. The Company continues to assess current and alternative reference rates’ merits, limitations, risks and suitability for its investment and insurance processes.

The Company’s use of derivative financial instruments within its risk management strategy may not be effective or sufficient.

The Company uses derivative financial instruments within its risk management strategy to mitigate risks to which it is exposed, including risks related to credit and equity markets, interest rate levels, foreign exchange, and volatility on its fixed indexed annuity and variable annuity products and associated guaranteed benefit features. The Company may also use derivative financial instruments within its risk management strategy to mitigate risks arising from its exposure to investments in individual issuers or sectors of issuers and to mitigate the adverse effects of interest rate levels or volatility on its overall financial condition or results of operations.

These derivative financial instruments may not effectively offset the changes in the carrying value of the exposures due to, among other things, the time lag between changes in the value of such exposures and the changes in the value of the derivative financial instruments purchased by the Company, extreme credit and/or equity market and/or interest rate levels or volatility, contract holder behavior that differs from the Company’s expectations, and other basis risk.

The use of derivative financial instruments by the Company generally to hedge various risks that impact earnings may have an adverse impact on the level of statutory capital and risk-based capital. The Company may also choose not to hedge, in whole or in part, these or other risks that it has identified, due to, for example, the availability and/or cost of a suitable derivative financial instrument. In addition, the Company may fail to identify risks, or the magnitude of risks, to which it is exposed. The derivative financial instruments used by the Company in its risk management strategy may not be properly designed, may not be properly implemented as designed and/or may be insufficient to hedge the risks in relation to the Company’s obligations. The Company is subject to the risk that its derivative counterparties or clearinghouse may fail or refuse to meet their obligations to the Company, which may result in associated derivative financial instruments becoming ineffective or inefficient.

The above factors, either alone or in combination, may have a material adverse effect on the Company’s financial condition and results of operations.

The Company’s ability to grow depends in large part upon the continued availability of capital.

The Company deploys significant amounts of capital to support its sales and acquisitions efforts. Although the Company believes it has sufficient capital to fund its immediate capital needs, the amount of capital available can vary significantly from period to period due to a variety of circumstances, some of which are not predictable or within the Company’s control. Furthermore, our ultimate controlling parent is not obligated to provide us with additional capital. A lack of sufficient capital could have a material adverse impact on the Company’s financial condition and/or results of operations.

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additional capital. A lack of sufficient capital could have a material adverse impact on the Company’s financial condition and/or results of operations.

The Company could be forced to sell investments at a loss to cover policyholder withdrawals.

Many of the products offered by the Company allow policyholders and contract holders to withdraw their funds under defined circumstances. The Company manages its liabilities and configures its investment portfolios so as to provide and maintain sufficient liquidity to support expected withdrawal demands and contract benefits and maturities. While the Company owns a significant amount of liquid assets, a certain portion of its assets are relatively illiquid. If the Company experiences unexpected withdrawal or surrender activity, it could exhaust its liquid assets and be forced to liquidate other assets, perhaps at a loss or on other unfavorable terms. If the Company is forced to dispose of assets at a loss or on unfavorable terms, it could have an adverse effect on the Company’s financial condition, the degree of which would vary in relation to the magnitude of the unexpected surrender or withdrawal activity.

The Company could be adversely affected by an inability to access its credit facility or FHLB lending.

The Company relies on its credit facility as a potential source of liquidity. The availability of these funds could be critical to the Company’s credit and financial strength ratings and its ability to meet obligations, particularly when alternative sources of credit or liquidity are either difficult to access or costly. The availability of the Company’s credit facility is dependent in part on the ability of the lenders to provide funds under the facility. The Company’s credit facility contains various affirmative and negative covenants and events of default, including covenants requiring the Company to maintain a specified minimum consolidated net worth. The Company’s right to make borrowings under the facility is subject to the fulfillment of certain conditions, including its compliance with all covenants. The Company’s failure to comply with the covenants in the credit facility could restrict its ability to access this credit facility when needed. In addition, ~~certain~~the ~~subsidiaries~~Company ofand ~~the~~certain ~~Company~~subsidiaries are members of ~~the~~ FHLB ofRegional ~~Cincinnati, the FHLB of New York, and the FHLB of Atlanta~~Banks. Membership provides these subsidiaries with access to FHLB financial services, including advances that provide an attractive funding source for short-term borrowing and for the sale of funding agreements. The ability of its subsidiaries to access liquidity from the FHLB is impacted by other factors that are dependent on market conditions or policies established by the FHLB. Fluctuations in the fair value of collateral can adversely impact available borrowing capacity. The extent to which membership or the FHLB services are available could be impacted by legislative or regulatory action at the state or federal level.

The Company’s inability to access some or all of the line of credit under the credit facility or its subsidiaries inability to access some or all of the FHLB financial services could lead to downgrades in our credit and financial strength ratings and have a material adverse effect on its liquidity and/or results of operations.

The ~~amount~~Federal ofHousing ~~statutory~~Finance ~~capital~~Agency or(FHFA) ~~risk-based~~recently ~~capital~~concluded ~~that~~a ~~the~~100-year ~~Company~~review ~~has~~of ~~and~~ the ~~amount~~FHLB ofSystem ~~statutory~~to ~~capital~~ensure ~~or risk-based capital that~~ it ~~must~~remains ~~hold~~positioned to ~~maintain~~meet ~~its~~the ~~financial~~needs ~~strength~~of today and ~~credit~~tomorrow. While ~~ratings~~insurance ~~and~~industry ~~meet~~participation ~~other~~in ~~requirements~~FHLB ~~can~~was ~~vary~~not ~~significantly~~the ~~from~~primary ~~time~~focus toof ~~time~~the ~~and~~FHFA ~~such~~review, ~~amounts~~it ~~are~~is ~~sensitive~~too soon to adetermine ~~number~~if ofthe ~~factors~~implementation ~~outside~~of any of the ~~Company~~review’s ~~control.~~recommendations will have an impact on the Company.

The amount of statutory capital or risk-based capital that the Company has and the amount of statutory capital or risk-based capital that it must hold to maintain its financial strength and meet other requirements can vary significantly from time to time and such amounts are sensitive to a number of factors outside of the Company’s control.

Insurance regulators have established regulations that provide minimum capitalization requirements based on risk-based capital formulas for life and property and casualty companies. The risk-based capital formula for life insurance companies establishes capital requirements relating to insurance, business, asset, interest rate, and certain other risks. The risk-based capital formula for property and casualty companies establishes capital requirements relating to asset, credit, underwriting, and certain other risks.

In any particular year, statutory surplus amounts and risk-based capital ratios may increase or decrease depending on a variety of factors, including, but not limited to, the amount of statutory income or losses generated by the Company and its insurance subsidiaries, the amount of additional capital the Company and its insurance subsidiaries must hold to support business growth, changes in the Company’s statutory reserve requirements, the Company’s ability to secure capital market solutions to provide statutory reserve relief, changes in equity market levels, the value of certain fixed-income and equity securities in its investment portfolio, the credit ratings of investments held in its portfolio, including those issued by, or explicitly or implicitly guaranteed by, a government, the value of certain derivative instruments, changes in interest rates, foreign currency exchange rates or tax rates, credit market volatility, changes in consumer behavior, and changes to the NAIC risk-based capital formulas. Most of these factors are outside of the Company’s control.

80The Company’s financial strength are significantly influenced by the statutory surplus amounts and risk-based capital ratios of its insurance company subsidiaries. Rating organizations may implement changes to their internal models that have the effect of increasing or decreasing the amount of statutory capital the Company must hold in order to maintain its current ratings. In addition, rating agencies may downgrade the investments held in the Company’s portfolio, which could result in a reduction of the Company’s capital and surplus and/or its risk-based capital ratio.

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credit market volatility, changes in consumer behavior, and changes to the NAIC risk-based capital formulas. Most of these factors are outside of the Company’s control.

The Company’s financial strength and credit ratings are significantly influenced by the statutory surplus amounts and risk-based capital ratios of its insurance company subsidiaries. Rating organizations may implement changes to their internal models that have the effect of increasing or decreasing the amount of statutory capital the Company must hold in order to maintain its current ratings. In addition, rating agencies may downgrade the investments held in the Company’s portfolio, which could result in a reduction of the Company’s capital and surplus and/or its risk-based capital ratio.

In scenarios of equity market declines, the amount of additional statutory reserves or risk-based capital the Company is required to hold for its variable product guarantees may increase at a rate greater than the rate of change of the markets. Increases in reserves or risk-based capital could result in a reduction to the Company’s capital, surplus, and/or risk-based capital ratio. In scenarios of interest rate increases, the losses on the Company’s hedge assets supporting the variable annuity block are typically larger than the reduction in statutory reserves. As such, rising interest rates commonly result in a reduction to the Company’s capital and risk-based capital ratio. Also, in environments where there is not a correlative relationship between interest rates and spreads, the Company’s market value adjusted annuity product can have a material adverse effect on the Company’s statutory surplus position.

A ratings downgrade or other negative action by a rating organization could adversely affect the Company.

Various rating organizations review the financial performance and condition of insurers, including the Company’s insurance subsidiaries, and publish their financial strength ratings as indicators of an insurer’s ability to meet policyholder and contract holder obligations. While financial strength ratings are not a recommendation to buy the Company’s securities or products, these ratings are important to maintaining public confidence in the Company, its products, its ability to market its products, and its competitive position. A downgrade or other negative action by a rating organization with respect to the financial strength ratings of the Company’s and its insurance subsidiaries ~~or the debt ratings of the Company~~ could adversely affect the Company in many ways, including, but not limited to, reducing new sales of insurance and investment products, adversely affecting relationships with distributors and sales agents, increasing the number or amount of policy surrenders and withdrawals of funds, requiring a reduction in prices for the Company’s insurance products and services in order to remain competitive, negatively impacting the Company’s ability to execute its acquisition strategy, and adversely affecting the Company’s ability to obtain reinsurance at a reasonable price, on reasonable terms, or at all. A downgrade of sufficient magnitude could result in the Company, its insurance subsidiaries, or both being required to collateralize reserves, balances, or obligations under certain contractual obligations, including reinsurance, funding, swap, and securitization agreements. A downgrade of sufficient magnitude could also result in the termination of certain funding and swap agreements.

Rating organizations also publish credit ratings for issuers of debt securities, including the Company. Credit ratings are indicators of a debt issuer’s ability to meet the terms of debt obligations in a timely manner. These ratings are important to the Company’s overall ability to access credit markets and other types of liquidity. Credit ratings are not recommendations to buy our securities or products. Downgrades of the Company’s credit ratings, or an announced potential downgrade or other negative action, could have a material adverse effect on our financial conditions and results of operations in many ways, including, but not limited to, limiting the Company’s access to capital markets, increasing the cost of debt, impairing our ability to raise capital to refinance maturing debt obligations, limiting its capacity to support its growth and the growth of its insurance subsidiaries, requiring it to pay higher amounts in connection with certain existing or future financing arrangements or transactions, and making it more difficult to maintain or improve the current financial strength ratings of its insurance subsidiaries. A downgrade of sufficient magnitude, in combination with other factors, could require the Company to post collateral pursuant to certain contractual obligations.73

Rating organizations ~~assign~~also publish credit ratings ~~based~~for ~~upon~~issuers ~~several~~of ~~factors~~debt securities, including the Company. ~~While~~Credit ~~most~~ratings are indicators of a debt issuer’s ability to meet the ~~factors~~terms ~~relate~~of debt obligations in a timely manner. These ratings are important to the ~~rated~~Company’s ~~company,~~overall ~~some~~ability to access credit markets and other types of ~~the~~liquidity. ~~factors~~Credit ~~relate~~ratings are not recommendations to ~~the~~buy ~~views~~our securities or products. Downgrades of ~~the~~PLC’s ~~rating~~credit ~~organization~~ratings, ~~general~~or ~~economic~~an ~~conditions~~announced potential downgrade or other negative action, ~~ratings~~could have a material adverse effect on our financial conditions and results of ~~parent~~operations ~~companies~~in many ways, ~~and~~including, ~~other~~but ~~circumstances~~not ~~outside~~limited ~~the~~to, ~~rated~~limiting ~~company~~PLC’s ~~control.~~or ~~Changes~~the toCompany’s ~~the~~access ~~models~~to ~~could~~capital ~~impact~~markets, increasing the ~~rating~~cost ~~organizations’~~of ~~judgment~~debt, ofimpairing ~~the~~our ~~rating~~ability to beraise ~~assigned~~capital to ~~the~~refinance ~~rated~~maturing ~~company.~~debt ~~Rating~~obligations, ~~organizations~~limiting ~~may~~its ~~take~~capacity ~~various~~to ~~actions~~support its growth and the growth of its insurance subsidiaries, ~~positive~~requiring it to pay higher amounts in connection with certain existing or ~~negative~~future financing arrangements or transactions, ~~with~~and ~~respect~~making it more difficult to maintain or improve the ~~Company’s~~current ~~debt~~financial strength ratings ~~and~~of its ~~financial~~insurance ~~strength~~subsidiaries. ~~ratings~~A downgrade of sufficient magnitude, in combination with other factors, could require the Company to post collateral pursuant to certain contractual obligations.

81Rating organizations assign ratings based upon several factors. While most of the factors relate to the rated company, some of the factors relate to the views of the rating organization, general economic conditions, ratings of parent companies, and other circumstances outside the rated company’s control. Changes to the models could impact the rating organizations’ judgment of the rating to be assigned to the rated company. Rating organizations may take various actions, positive or negative, with respect to the Company’s financial strength ratings and those of its insurance subsidiaries, including as a result of our status as a subsidiary of PLC, which is a subsidiary of Dai-ichi Life. Any negative action by a rating organization related to such affiliates could have a material adverse impact on the Company’s financial condition or results of operations.

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and the financial strength ratings of our insurance subsidiaries, including as a result of our status as a subsidiary of the Company, which is a subsidiary of Dai-ichi Life. Any negative action by a rating organization could have a material adverse impact on the Company’s financial condition or results of operations.

The Company’s securities lending program may subject it to liquidity and other risks.

The Company maintains a securities lending program in which securities are loaned to third parties, including brokerage firms and commercial banks. The borrowers of the Company’s securities provide the Company with collateral, typically in cash, which it separately maintains. The Company invests the collateral in other securities, including primarily short-term government repo and money market funds. Securities loaned under the program may be returned to the Company by the borrower at any time, requiring the Company to return the related cash collateral. In some cases, the Company may use the cash collateral provided to purchase other securities to be held as invested collateral, and the maturity of such securities may exceed the term of the securities loaned under the program and/or the fair value of such securities may fall below the amount of cash collateral that the Company is obligated to return to the borrower of the Company’s loaned securities. If the Company is required to return significant amounts of cash collateral on short notice and is forced to sell the securities held as invested collateral to meet the obligation, the Company may have difficulty selling such securities in a timely manner and/or the Company may be forced to sell the securities in a volatile or illiquid market for less than it otherwise would have been able to realize under normal market conditions. In addition, the Company’s ability to sell securities held as invested collateral may be restricted under stressful market and economic conditions in which liquidity deteriorates.

The Company’s financial condition or results of operations could be adversely impacted if the Company’s assumptions regarding the fair value and future performance of its investments differ from actual experience.

The Company makes assumptions regarding the fair value and expected future performance of its investments. Expectations that the Company’s investments in mortgage-backed and asset-backed securities will continue to perform in accordance with their contractual terms are based on assumptions a market participant would use in determining the current fair value and consider the performance of the underlying assets. It is reasonably possible that the underlying collateral of these investments will perform worse than current market expectations and that such reduced performance may lead to adverse changes in the cash flows on the Company’s holdings of these types of securities. In addition, expectations that the Company’s investments in corporate securities and/or debt obligations will continue to perform in accordance with their contractual terms are based on evidence gathered through its normal credit surveillance process. It is possible that issuers of the Company’s investments in corporate securities and/or debt obligations will perform worse than current expectations.

AsAdverse adevelopments ~~result~~that ofaffect ~~both~~banks ~~Silicon Valley Bank~~ and ~~Signature~~other ~~Bank~~financial ~~being~~institutions, ~~placed~~such ~~into~~as ~~receivership~~events ~~and~~involving ~~the~~liquidity ~~acquisition~~that ofare ~~Credit~~rumored ~~Suisse~~or byactual, ~~UBS~~have in ~~March 2023,~~ the ~~banking~~past ~~industry~~and ~~has experienced volatility. Additional banks~~ may ~~be at risk of failing. As a result,~~ in the ~~first~~future ~~quarter~~lead ofto ~~2023,~~a ~~the~~decline ~~Company has realized approximately $11.1 million~~ in losses on sales of fixed maturity securities and recognized impairments of approximately $78.6 million on its holdings of preferred stock and fixed maturity investments. The level of impairments recorded is based on management’s current assessment of the ~~severity~~value of ~~the~~investment ~~impacts~~portfolios ~~of these events on the debt and equity markets. Any worsening in the banking sector has the potential to cause additional losses.~~

The occurrence of any of the foregoing events could lead the Company to recognize additional write-downs within its portfolio of mortgage and asset-backed securities or its portfolio of corporate securities and/or debt obligations. It is also possible that such events would lead the Company to dispose of additional such investments and recognize the effects of any market movements in its financial statements. The Company also makes certain assumptions when utilizing internal models to value certain of its investments. It is possible that actual results will differ from the Company’s assumptions. Such events could result in a material change in the value of the Company’s investments.74

and have an adverse effect on our results of operations. For example, in the first half of 2023, federal, state and foreign bank regulators placed several U.S. and European banks into receivership, and took other precautionary measures to address instability in the banking sector. The Company suffered significant losses in its investment portfolio in 2023 related to these developments, with the Company incurring $11.4 million of losses on sales of fixed maturity securities and $189.2 million of impairments on its holdings of preferred stock and fixed maturity investments. The level of impairments recorded was based on management’s assessment of the severity of the impacts of these events on the debt and equity markets. Future adverse conditions in the banking sector and the financial industry more broadly could result in further reduced valuations of our investment portfolio, impairment charges and additional losses that may have a material and adverse impact upon the Company, its financial condition, investment results and results of operations.

The occurrence of any of the foregoing events could lead the Company to recognize additional write-downs within its portfolio of mortgage and asset-backed securities or its portfolio of corporate securities and/or debt obligations. It is also possible that such unanticipated events would lead the Company to dispose of additional such investments and recognize the effects of any market movements in its financial statements. The Company also makes certain assumptions when utilizing internal models to value certain of its investments. It is possible that actual results will differ from the Company’s assumptions. Such events could result in a material change in the value of the Company’s investments.

Adverse actions of certain funds or their advisers could have a detrimental impact on the Company’s ability to sell its variable life and annuity products, or maintain current levels of assets in those products.

Certain of the Company’s insurance subsidiaries have arrangements with various open-end investment companies, or “mutual funds”, and the investment advisers to those mutual funds, to offer the mutual funds as investment options in the Company’s variable life and annuity products. It is possible that the termination of one or more of those arrangements by a mutual fund or its adviser could have a detrimental impact on the Company’s ability to sell its variable life and annuity products, or maintain current levels of assets in those products, which could have a material adverse effect on the Company’s financial condition and/or results of operations.

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investment options in the Company’s variable life and annuity products. It is possible that the termination of one or more of those arrangements by a mutual fund or its adviser could have a detrimental impact on the Company’s ability to sell its variable life and annuity products, or maintain current levels of assets in those products, which could have a material adverse effect on the Company’s financial condition and/or results of operations.

Industry and Regulatory Related Risks

The business of the Company is highly regulated and is subject to routine audits, examinations, and actions by regulators, law enforcement agencies, and self-regulatory organizations.

The Company and its insurance subsidiaries are subject to regulation by each of the states in which they conduct business. In many instances, the regulatory models emanate from the NAIC. Such regulation is vested in state agencies having broad administrative and, in some instances, discretionary power dealing with many aspects of the Company’s business, which may include, among other things, premium and cost of insurance rates and increases thereto, interest crediting policy, underwriting practices, reserve requirements, marketing practices, advertising, privacy, cybersecurity, policy forms, reinsurance reserve requirements, insurer use of captive reinsurance companies, acquisitions, mergers, capital adequacy, claims practices, and the remittance of unclaimed property. In addition, some state insurance regulators may enact rules or regulations with extra-territorial application, effectively extending their jurisdiction to areas such as permitted insurance company investments that are normally the province of an insurance company’s domiciliary state regulator. Actions by any of the state insurance regulators could have a material adverse effect on the Company’s business, financial condition and results of operations.

At any given time, a number of financial, market conduct, unclaimed property, or other examinations or audits of the Company’s subsidiaries, as well as certain other insurance companies from whom the Company has coinsured blocks of life insurance and annuity policies, may be ongoing. It is possible that any examination or audit may result in payments of fines and penalties, payments to customers, or both, as well as changes in systems or procedures, or restrictions on business activities, any of which could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s insurance subsidiaries are required to obtain state regulatory approval for rate increases for certain health insurance products. The Company’s financial condition and results of operations may be adversely affected if the requested rate increases are not approved in full by regulators in a timely fashion.

State insurance regulators and the NAIC regularly examine existing laws and regulations applicable to insurance companies and their products. Changes in state laws and regulations, or in interpretations thereof, could have a material adverse effect on the Company’s business, financial condition and results of operations. Additionally, legislators in some states have introduced or plan to introduce bills that could affect the Company’s ability to underwrite based on an applicant’s COVID-19 vaccination status. While the Company does not collect this data, strict restrictions could negatively impact our future underwriting practices.

PLC’s broker-dealer subsidiaries are also subject to regulation by state securities regulators. In many instances, the state regulatory models emanate from the North American Securities Administrators Association. State securities regulators may bring regulatory or other legal actions against PLC’s broker-dealer subsidiaries if, in their view, our practices, or those of our agents or employees, are improper. These actions can result in substantial fines or penalties, or prohibitions or restrictions on our business activities and could have a material adverse effect on our business, financial condition and results of operations.

At the federal level, certain of the Company’s insurance ~~subsidiaries~~ and ~~its~~ broker-dealer ~~subsidiaries~~affiliates are subject to regulation by the SEC and the FINRA. Federal laws and regulations generally grant the SEC and FINRA broad administrative powers, including the power to limit or restrict regulated entities from carrying on their businesses in the event that a regulated entity fails to comply with applicable federal laws and regulations. The SEC and FINRA, as well as the DOL and others, have the authority to review our products and business practices and those of our agents, registered representatives, associated persons, and employees. Adverse action by any of these regulatory bodies against the Company or any of its subsidiaries could have a material adverse effect on the Company’s business, financial condition and results of operations.

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The executive branch of the federal government or federal agencies may issue orders or take other action with respect to financial services and life insurance matters, and bills are routinely introduced in both chambers of the United States Congress that could affect the Company and its business. In the past, Congress has considered legislation that would impact insurance companies in numerous ways, such as providing for an optional federal charter or a federal presence for insurance, preempting state law in certain respects regarding the regulation of reinsurance, increasing federal oversight in areas such as consumer protection and solvency regulation, setting tax rates, and other matters. The Company cannot predict whether or in what form administrative actions will take or legislation will be enacted. Such actions or legislation could, however, have a material adverse effect on the Company’s business, financial condition and results of operations.

Federal regulatory or governmental bodies may bring regulatory or other legal actions against us if, in their view, our practices, or those of our agents or employees, are improper. These actions can result in substantial fines or penalties, or prohibitions or restrictions on our business activities and could have a material adverse effect on our business, financial condition and results of operations.

The Company may be subject to regulations of, or regulations influenced by, international regulatory authorities or initiatives.

The NAIC and the Company’s state regulators may be influenced by the initiatives of international regulatory bodies, and those initiatives may not translate readily into the legal system under which U.S. insurers must operate. There is increasing pressure to conform to international standards due to the globalization of the business of insurance and the systemic nature of recent financial crises. In addition to developments at the NAIC and in the United States, the FSB, consisting of representatives of national financial authorities of the G20 nations, and the G20 have issued a series of proposals intended to produce significant changes in how financial companies, particularly companies that are members of large and complex financial groups, should be regulated.

The ~~IAIS,~~International atAssociation ~~the direction~~ of ~~the~~Insurance ~~FSB,~~Supervisors has published an evolving method for identifying G-SIIs and high-level policy measures that will apply to G-SIIs. These policy measures include higher capital requirements and enhanced supervision. The (“IAIS”), ~~also~~ developed a holistic framework for the assessment and mitigation of systemic risk in the insurance sector (the “Holistic Framework”). The Holistic Framework proposes enhanced supervisory and corrective measures and disclosures for any build-up of systemic risk in liquidity risk, macroeconomic exposure, counterparty exposure and substitutability. ~~Although~~The ~~neither~~FSB ~~the~~recently ~~Company~~decided ~~nor~~to ~~Dai-ichi~~discontinue ~~Life~~the ~~has~~annual ~~been~~identification ~~designated~~of ~~as a~~ G-~~SII~~SIIs. Going forward, the ~~list~~FSB ofwill ~~designated~~utilize ~~insurers~~assessments ~~may~~available bethrough ~~updated in~~ the ~~future~~Holistic byFramework ~~the FSB. It is possible that due~~ to ~~the~~inform ~~size~~its ~~and~~considerations ~~reach~~ of ~~the~~systemic ~~combined~~risk ~~Dai-ichi Life group, or a change~~ in the ~~method~~insurance ~~of identifying G-SIIs, the combined group, including the Company, could be designated as a G-SII~~sector.

The IAIS has also developed ComFrame for the supervision of IAIGs. The details of this global capital standard and its applicability to the Company are evolving and uncertain at this time, but Dai-ichi Life has been designated an IAIG by JFSA. As such, the Company, may be subject to supervision requirements, capital measurement standards, and enhanced disclosures beyond those applicable to any competitors who are not designated as an IAIG.76

~~PLC’s~~The ~~ultimate~~IAIS ~~controlling~~has ~~parent,~~also ~~Dai-ichi~~developed ~~Life~~ComFrame for the supervision of IAIGs. In June 2023, isthe ~~also~~IAIS ~~subject~~launched toa ~~regulation~~public byconsultation on the ~~JFSA.~~Insurance ~~Under~~Capital ~~applicable~~Standard ~~laws~~(ICS) ~~and~~as ~~regulations,~~a ~~Dai-ichi~~prescribed ~~Life~~capital isrequirement ~~required~~(PCR) tofor ~~provide~~Internationally ~~notice~~Active toInsurance orGroups ~~obtain~~(IAIGs). This ~~the~~is ~~consent~~intended ofto be the ~~JFSA~~final ~~prior~~consultation toin ~~taking~~preparation ~~certain~~for ~~actions~~adoption orof ~~engaging~~the ICS in ~~certain~~2024. ~~transactions,~~As ~~either~~Dai-ichi ~~directly~~Life orhas ~~indirectly~~been ~~through~~designated ~~its~~an ~~subsidiaries,~~IAIG ~~including~~by JFSA, the Company, ~~and~~may ~~its~~be ~~consolidated~~subject ~~subsidiaries~~to supervision requirements, ~~which~~capital ~~could~~measurement ~~limit~~standards, ~~the~~and ~~ability~~enhanced ofdisclosures ~~the~~beyond ~~Company~~those applicable to ~~engage~~any incompetitors ~~certain~~who ~~transactions~~are ornot ~~business~~designated ~~initiatives~~as an IAIG.

The Company’s ultimate controlling parent, Dai-ichi Life, is also subject to regulation by the JFSA. Under applicable laws and regulations, Dai-ichi Life is required to provide notice to or obtain the consent of the JFSA prior to taking certain actions or engaging in certain transactions, either directly or indirectly through its subsidiaries, including the Company, and its consolidated subsidiaries, which could limit the ability of the Company to engage in certain transactions or business initiatives.

While it is not yet known how or the extent to which the Company will be impacted by these regulations, the Company may experience increased costs of compliance, increased disclosure, less flexibility in capital management, and more burdensome regulation and capital requirements for specific lines of business. In addition, such regulations could impact the business of the Company and its reserve and capital requirements, financial condition, or results of operations.

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NAIC actions, pronouncements and initiatives may affect the Company’s product profitability, reserve and capital requirements, financial condition, or results of operations.

Although some NAIC pronouncements, particularly as they affect accounting, reserving and risk-based capital issues, may take effect automatically without affirmative action taken by the states, the NAIC is not a governmental entity and its processes and procedures do not comport with those to which governmental entities typically adhere. Therefore, it is possible that actions could be taken by the NAIC that become effective without the procedural safeguards that would be present if governmental action was required. In addition, with respect to some financial regulations and guidelines, states sometimes defer to the interpretation of the insurance department of a non-domiciliary state. Neither the action of the non-domiciliary state nor the action of the NAIC is binding on a domiciliary state. Accordingly, a state could choose to follow a different interpretation. The Company is also subject to the risk that compliance with any particular regulator’s interpretation of a legal, accounting, or actuarial issue may result in non-compliance with another regulator’s interpretation of the same issue, particularly when compliance is judged in hindsight. There is an additional risk that any particular regulator’s interpretation of a legal, accounting or actuarial issue may change over time to the Company’s detriment, or that changes to the overall legal or market environment may cause the Company to change its practices in ways that may, in some cases, limit its growth or profitability. Statutes, regulations, interpretations, and instructions may be applied with retroactive impact, particularly in areas such as accounting, reserve and risk-based capital requirements. Also, regulatory actions with prospective impact can potentially have a significant impact on currently sold products.

The NAIC is also considering changes to accounting and risk-based capital regulations, risk-based capital calculations, governance practices of insurers, and other items. Additionally, the NAIC has developed a group capital calculation that measures capital across U.S.-based insurance groups using an RBC aggregation method with adjustments for all entities within the insurance holding company system. The Company cannot currently estimate what impact these more focused inquiries or proposed changes, if they occur, will have on its product mix, product profitability, reserve and capital requirements, financial condition, or results of operations.

The Company is subject to insurance guaranty fund laws, rules and regulations that could adversely affect the Company’s financial condition or results of operations.

Under insurance guaranty fund laws in most states, insurance companies doing business therein can be assessed up to prescribed limits for policyholder losses incurred by insolvent companies. From time to time, companies may be asked to contribute amounts beyond prescribed limits. It is possible that the Company could be assessed with respect to product lines not offered by the Company. In 2017, the NAIC adopted revisions to the Life and Health Insurance Guaranty Association Model Act, which has been adopted by ~~thirty~~forty-~~seven~~one states as of December ~~2022~~2023 and more states are expected to follow suit. As adopted by the NAIC, the Model Act would result in an increase to the percentage of liabilities attributable to any future long term care provider insolvency that can be assessed to life insurers. Legislation may be introduced in various states with respect to guaranty fund assessment laws related to insurance products, including long term care insurance and other specialty products, that differs from the revised Model Act and which increases the cost of future assessments and/or alters future premium tax offsets received in connection with guaranty fund assessments. Additionally, judicial review may affect liquidation orders against insolvent companies, which could impact the guaranty fund system. The Company cannot predict the amount, nature or timing of any future assessments or legislation, any of which could have a material and adverse impact on the Company’s financial condition or results of operations.

percentage of liabilities attributable to any future long term care provider insolvency that can be assessed to life insurers. Legislation may be introduced in various states with respect to guaranty fund assessment laws related to insurance products, including long term care insurance and other specialty products, that differs from the revised Model Act and which increases the cost of future assessments and/or alters future premium tax offsets received in connection with guaranty fund assessments. Additionally, judicial review may affect liquidation orders against insolvent companies, which could impact the guaranty fund system. The Company cannot predict the amount, nature or timing of any future assessments or legislation, any of which could have a material and adverse impact on the Company’s financial condition or results of operations.

Laws, rules, and regulations promulgated in connection with the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act may adversely affect the results of operations or financial condition of the Company.

The Dodd-Frank Act enacted in July 2010 made sweeping changes to the regulation of financial services entities, products and markets. The Dodd-Frank Act generally provides for enhanced federal supervision of financial institutions, including insurance companies in certain circumstances, and financial activities that represent a systemic risk to financial stability or the economy. Certain provisions of the Dodd-Frank Act are or may become applicable to us, our competitors or those entities with which we do business, including, but not limited to: the establishment of a comprehensive federal regulatory regime with respect to derivatives; the establishment of the Federal Insurance Office; changes to the regulation of broker-dealers and investment advisors; changes to the regulation of reinsurance; the imposition of additional regulation over credit rating agencies; the imposition of concentration limits on financial institutions that restrict the amount of credit that may be extended to a single person or entity; and mandatory on-facility execution and clearing of certain derivative contracts. We cannot predict with certainty how the Dodd-Frank Act will continue to affect the financial markets generally, or impact our business, ratings, results of operations, financial condition or liquidity.

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Federal Insurance Office; changes to the regulation of broker-dealers and investment advisors; changes to the regulation of reinsurance; the imposition of additional regulation over credit rating agencies; the imposition of concentration limits on financial institutions that restrict the amount of credit that may be extended to a single person or entity; and mandatory on-facility execution and clearing of certain derivative contracts. We cannot predict with certainty how the Dodd-Frank Act will continue to affect the financial markets generally, or impact our business, ratings, results of operations, financial condition or liquidity.

Among other things, the Dodd-Frank Act imposed a comprehensive regulatory regime on the OTC derivatives marketplace and granted new joint regulatory authority to the SEC and the CFTC over OTC derivatives. Certain of the Company’s derivatives operations are subject to, among other things, new recordkeeping, reporting and documentation requirements and execution and clearing requirements for certain swap transactions ((currently, certain interest rate swaps and index-based credit default swaps; cleared swaps require the posting of margin to a clearinghouse via a futures commission merchant and, in some case, to the futures commission merchant as well). As a result of the transition to central clearing and the margin requirements for OTC derivatives, the Company will be required to hold more cash and highly liquid securities resulting in lower yields in order to satisfy the projected increase in margin required. In addition, increased capital charges imposed by regulators on non-cash collateral held by bank counterparties and central clearinghouses is expected to result in higher hedging costs, causing a reduction in income from investments.

The Dodd-Frank Act authorized the creation of the CFPB, which has supervisory authority over certain non-banks whose activities or products it determines pose risks to consumers. Certain of the Company’s subsidiaries sell products that may be regulated by the CFPB. The CFPB continues to bring enforcement actions involving a growing number of issues, including actions brought jointly with state Attorneys General, which could directly or indirectly affect the Company or any of its subsidiaries. The Company is unable at this time to predict the impact of these activities on the Company.

New and amended regulations regarding the standard of care or standard of conduct applicable to investment professionals, insurance agencies, and financial institutions that recommend or sell annuities or life insurance products may have a material adverse impact on our ability to sell annuities and other products and to retain in-force business and on our financial condition or results of operations.

Sales of life insurance policies and annuity contracts offered by the Company are subject to regulations relating to sales practices adopted by a variety of federal and state regulatory authorities. Certain annuities and life insurance policies such as variable annuities and variable universal life insurance are regulated under the federal securities laws administered by the SEC. On June 5, 2019, the SEC adopted a comprehensive package of rulemakings and interpretations relating to the standard of conduct applicable to broker-dealers, investment advisers, and their representatives when making certain recommendations to retail customers. Regulation Best Interest (“Regulation BI”), a new rule establishing a “best interest” standard of conduct for broker-dealers and their natural associated persons applies when making recommendations to retail customers of any securities transaction or investment strategy involving securities or regarding the opening of an account. In addition to Regulation BI, the SEC also adopted a new rule and amended existing rules to require broker-dealers and registered investment advisers to provide a brief relationship summary to retail investors (“Form CRS Rules”). The obligations under Regulation BI and Form CRS became effective on June 30, 2020. The rulemaking package also included two interpretations: (i) the investment adviser interpretation, which clarifies certain aspects of the standard of conduct applicable to registered investment advisers under section 206 of the Investment Advisers Act of 1940 (“Advisers Act”), and (ii) the “solely incidental” interpretation, which clarifies the broker-dealer exclusion from the definition of “investment adviser” under section 202 of the Advisers Act.

In addition, broker-dealers, insurance agencies and other financial institutions sell the Company’s annuities to employee benefit plans governed by provisions of the ERISA and IRAs that are governed by similar provisions under the Code. Consequently, our activities and those of the firms that sell the Company’s products are subject to restrictions that require ERISA fiduciaries to perform their duties solely in the interests of ERISA plan participants and beneficiaries, and that prohibit ERISA fiduciaries from causing a covered plan or retirement account to engage in certain prohibited transactions absent an exemption. The DOL issued its fiduciary rule package on June 29, 2020 and published in the Federal Register on July 7, 2020.78

86representatives when making certain recommendations to retail customers. Regulation Best Interest (“Regulation BI”), a new rule establishing a “best interest” standard of conduct for broker-dealers and their natural associated persons applies when making recommendations to retail customers of any securities transaction or investment strategy involving securities or regarding the opening of an account. In addition to Regulation BI, the SEC also adopted a new rule and amended existing rules to require broker-dealers and registered investment advisers to provide a brief relationship summary to retail investors (“Form CRS Rules”). The obligations under Regulation BI and Form CRS became effective on June 30, 2020. The rulemaking package also included two interpretations: (i) the investment adviser interpretation, which clarifies certain aspects of the standard of conduct applicable to registered investment advisers under section 206 of the Investment Advisers Act of 1940 (“Advisers Act”), and (ii) the “solely incidental” interpretation, which clarifies the broker-dealer exclusion from the definition of “investment adviser” under section 202 of the Advisers Act.

~~Table~~In addition, broker-dealers, insurance agencies and other financial institutions sell the Company’s annuities to employee benefit plans governed by provisions of ~~Contents~~ERISA and Individual Retirement Accounts that are governed by similar provisions under the Code. Consequently, our activities and those of the firms that sell the Company’s products are subject to restrictions that require ERISA fiduciaries to perform their duties solely in the interests of ERISA plan participants and beneficiaries, and that prohibit ERISA fiduciaries from causing a covered plan or retirement account to engage in certain prohibited transactions absent an exemption. The DOL issued its fiduciary rule package on June 29, 2020 and published in the Federal Register on July 7, 2020.

~~The~~On ~~NAIC~~October ~~passed~~31, ~~revisions~~2023, to the ~~Suitability~~DOL inproposed ~~Annuity~~a ~~Transactions~~fiduciary ~~Model~~rule ~~Regulation~~that ~~which~~broadly ~~are~~covers ~~intended~~ERISA toplan ~~impose~~and aIRA ~~higher~~sales ~~standard~~activities ofand ~~care~~amends onrelated ~~insurers~~prohibited ~~who~~transaction ~~sell~~exemptions ~~annuities.~~to ~~Likewise,~~limit ~~several~~compensation ~~states~~eligible ~~are~~for ~~considering~~exemptive orrelief. ~~have~~The ~~adopted~~proposal ~~legislation~~includes oran ~~regulatory~~expansive ~~measures~~definition ~~that~~of ~~would~~“investment ~~implement~~advice ~~new~~fiduciary” ~~requirements~~that ~~and~~would ~~standards~~include ~~applicable~~nearly toall ~~the~~recommendations ~~sale~~ of annuities ~~and, in some cases, life insurance products~~. ~~While~~Contrary ~~many~~to ~~states~~the ~~are~~Fifth ~~pursuing uniformity through NAIC~~Circuit’s ~~model~~2018 holding, ~~these~~it ~~standards~~makes ~~can~~no ~~vary~~distinction ~~widely~~between inthe ~~scope,~~sale ~~applicability,~~of an investment product and ~~timing~~the provision of ~~implementation~~fiduciary investment advice. The ~~adoption~~proposal ~~and~~also ~~enactment~~includes ofsignificant ~~these~~limits oron ~~any~~the ~~revised~~prohibited ~~standards~~transaction asexemptions ~~law~~used orby ~~regulation~~producers ~~could~~and ~~have~~insurers aand ~~material~~would ~~adverse~~impose ~~effect~~significant ~~upon~~limits on the ~~manner~~compensation inthat ~~which~~could ~~the~~be ~~Company’s~~paid ~~products~~in ~~are~~connection ~~sold~~with ~~and impact~~ the ~~overall~~sale ~~market~~of ~~for~~an ~~such products~~annuity.

The NAIC passed revisions to the Suitability in Annuity Transactions Model Regulation which are intended to impose a higher standard of care on insurers who sell annuities. Likewise, several states are considering or have adopted legislation or regulatory measures that would implement new requirements and standards applicable to the sale of annuities and, in some cases, life insurance products. While many states are pursuing uniformity through NAIC’s model, these standards can vary widely in scope, applicability, and timing of implementation. The adoption and enactment of these or any revised standards as law or regulation could have a material adverse effect upon the manner in which the Company’s products are sold and impact the overall market for such products.

There remains significant uncertainty surrounding the final form that these regulations may take. Our current distributors may continue to move forward with their plans to limit the number of products they offer, including the types of products offered by the Company. The Company may find it necessary to change sales representative and/or broker compensation, to limit the assistance or advice it can provide to owners of the Company’s annuities, to replace or engage additional distributors, or otherwise change the manner in which it designs, supervises, and supports sales of its annuities and, where applicable, life insurance products. In addition, the Company continues to incur expenses in connection with initial and ongoing compliance obligations with respect to such rules, and in the aggregate these expenses may be significant. Any of the foregoing regulatory, legislative, or judicial measures or the reaction to such activity by consumers or other members of the insurance industry could have a material adverse impact on our ability to sell annuities and other products, to retain in-force business, and on our financial condition or results of operations.

The Company may be subject to regulation, investigations, enforcement actions, fines and penalties imposed by the SEC, FINRA and other federal and international regulators in connection with its business operations.

Certain life insurance policies, contracts, and annuities offered by the Company are subject to regulation under the federal securities laws administered by the SEC. The federal securities laws contain regulatory restrictions and criminal, administrative, and private remedial provisions. From time to time, the SEC and the FINRA examine or investigate the activities of broker-dealers, insurer’s separate accounts and investment advisors, including the Company’s affiliated broker-dealers and investment advisers. These examinations or investigations often focus on the activities of the registered representatives and registered investment advisers doing business through such entities and the entities’ supervision of those persons. It is possible that any examination or investigation could lead to enforcement action by the regulator and/or may result in payments of fines and penalties, payments to customers, or both, as well as changes in systems or procedures of such entities, any of which could have a material adverse effect on the Company’s financial condition or results of operations.

Company’s affiliated broker-dealers and investment advisers. These examinations or investigations often focus on the activities of the registered representatives and registered investment advisers doing business through such entities and the entities’ supervision of those persons. It is possible that any examination or investigation could lead to enforcement action by the regulator and/or may result in payments of fines and penalties, payments to customers, or both, as well as changes in systems or procedures of such entities, any of which could have a material adverse effect on the Company’s financial condition or results of operations.

The Company may also be subject to regulation by governments of the countries in which it currently does, or may in the future, do, business, as well as regulation by the U.S. Government with respect to its operations in foreign countries, such as the Foreign Corrupt Practices Act. Penalties for violating the various laws governing the Company’s business in other countries may include restrictions upon business operations, fines and imprisonment, both within the U.S. and abroad. U.S. enforcement of anti-corruption laws continues to increase in magnitude, and penalties may be substantial.

The Company is subject to conditions and requirements set forth in the TCPA, which places restrictions on the use of automated telephone and facsimile machines. Class action lawsuits alleging violations of the act have been filed against a number of companies, including life insurance carriers. These class action lawsuits contain allegations that defendant carriers were vicariously liable for the alleged wrongful conduct of agents who violated the TCPA. Some of the class actions have resulted in substantial settlements against other insurers. Any such actions against the Company could result in a material adverse effect upon our financial condition or results of operations.

Other types of regulation that could affect the Company and its subsidiaries include, but are not limited to, insurance company investment laws and regulations, state statutory accounting and reserving practices, antitrust laws, minimum solvency requirements, enterprise risk requirements, state securities laws, federal privacy laws, cybersecurity regulation, technology and data regulations, insurable interest laws, federal anti-money laundering and anti-terrorism laws, employment and immigration laws (including laws in Alabama where over half of the Company’s employees are located), and because the Company owns and operates real property, state, federal, and local environmental laws. Under some circumstances, severe penalties may be imposed for breach of these laws.

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The Company cannot predict what form any future changes to laws and/or regulations affecting participants in the financial services sector and/or insurance industry, including the Company and its competitors or those entities with which it does business, may take, or what effect, if any, such changes may have.

The Company’s ability to enter into certain transactions is influenced by how such a transaction might affect Dai-ichi Life’s taxation in Japan.

Changes to tax law, or interpretations of existing tax law could adversely affect the Company and its ability to compete with non-insurance products or reduce the demand for certain insurance products.

In general, the tax law exempts policyholders from current taxation on the increase in value of their life insurance and annuity products during their accumulation phase. This favorable tax treatment provides most of the Company’s products with a competitive advantage over products offered by non-insurance companies. To the extent that the law is revised to either reduce the tax-favored status of life insurance and annuity products, or instead establishes the tax-favored status of competing products, then all life insurance companies (including the Company and its subsidiaries) would be adversely affected regarding the marketability of their products. Absent grandfathering, such changes would generally cause increased surrenders of existing life insurance and annuity products. For example, a change in law that further restricts the deductibility of interest expense when a business owns a life insurance product would result in increased surrenders of these products (if the legislation does not grandfather in-force products) and decrease their future sales.

The Company is subject to corporate income, excise, franchise, and premium taxes. The tax law provides certain benefits to the Company, such as the dividends-received deduction, the deferral of current taxation on ~~certain~~the ~~financial instruments’~~ economic income of most bonds and derivatives, and the current deduction for future policy benefits and claims.

Financial services companies and their subsidiaries are frequently the targets of legal proceedings and increased regulatory scrutiny, including class action litigation which could result in substantial judgments, and law enforcement investigations.

A number of judgments have been returned against insurers, broker-dealers, and other providers of financial services involving, among other things, sales, underwriting practices, product design, product disclosure, product administration, denial or delay of benefits, benefit payment methods, charging excessive or impermissible fees, recommending unsuitable products to customers, breaching fiduciary or other duties to customers, refund or claims practices, alleged agent misconduct, failure to properly supervise representatives, relationships with agents or other persons with whom the company does business, employment-related matters, payment of sales or other contingent commissions, and other matters. Often these legal proceedings have resulted in the award of substantial judgments that are disproportionate to the actual damages, including material amounts of punitive non-economic compensatory damages. In some states, juries, judges, and arbitrators have substantial discretion in awarding punitive and non-economic compensatory damages, which creates the potential for unpredictable material adverse judgments or awards in any given legal proceeding. Arbitration awards are subject to very limited appellate review. In addition, in some legal proceedings, companies have made material settlement payments. In some instances, substantial judgments may be the result of a party’s perceived ability to satisfy such judgments as opposed to the facts and circumstances regarding the claims.

The financial services and insurance industries also are sometimes the target of law enforcement and regulatory investigations and actions relating to the numerous laws and regulations that govern such companies. Resulting publicity about one company may generate inquiries into or litigation against other financial service providers, even those who do not engage in the business lines or practices at issue in the original action. From time to time, the Company receives subpoenas, requests, or other inquiries and responds to them in the ordinary course of business.

Group health coverage issued through associations and credit insurance coverages have received some negative publicity in the media as well as increased regulatory consideration and review and litigation. The Company has a small closed block of group health insurance coverage that was issued to members of an association.

A number of lawsuits and investigations regarding the method of paying claims have been initiated against life insurers. The Company offers payment methods that may be similar to those that have been the subject of such lawsuits and investigations.

88The Company, like other financial services companies in the ordinary course of business, and its subsidiaries, including the Company, are involved in legal proceedings and regulatory actions. The occurrence of such matters may become more frequent and/or severe when general economic conditions deteriorate. The Company may be unable to predict the outcome of such matters, whether they will expand into other areas not yet contemplated, whether they will result in changes in regulation, whether activities currently thought to be lawful will be characterized as unlawful, or the impact, if any, of such scrutiny on the financial services and insurance industry or the Company, and may be unable to provide a reasonable range of potential losses. Given the inherent difficulty in predicting the outcome of such matters, it is possible that an adverse outcome in certain such matters could be material to the Company’s results for any particular reporting period.

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The Company, like other financial services companies in the ordinary course of business, and its subsidiaries, including the Company, are involved in legal proceedings and regulatory actions. The occurrence of such matters may become more frequent and/or severe when general economic conditions deteriorate. The Company may be unable to predict the outcome of such matters, whether they will expand into other areas not yet contemplated, whether they will result in changes in regulation, whether activities currently thought to be lawful will be characterized as unlawful, or the impact, if any, of such scrutiny on the financial services and insurance industry or the Company, and may be unable to or provide a reasonable range of potential losses. Given the inherent difficulty in predicting the outcome of such matters, it is possible that an adverse outcome in certain such matters could be material to the Company’s results for any particular reporting period.

The use of reinsurance introduces variability in the Company’s statements of operations.

The timing of premium payments to and receipt of expense allowances from reinsurers differs from the Company’s receipt of customer premium payments and incurrence of expenses. These timing differences introduce variability in certain components of the Company’s statements of operations and may also introduce variability in the Company’s quarterly financial results.

The Company’s reinsurers could fail to meet assumed obligations, increase rates, terminate agreements or be subject to adverse developments that could affect the Company.

The Company and its insurance subsidiaries cede material amounts of insurance and transfer related assets to other insurance companies through reinsurance. However, notwithstanding the transfer of related assets or other issues, the Company remains liable with respect to ceded insurance should any reinsurer fail to meet the assumed obligations. Therefore, the failure, insolvency, or inability or unwillingness to pay under the terms of the reinsurance agreement with the Company of one or more of the Company’s reinsurers could negatively impact the Company’s earnings and financial position.

The Company’s results and its ability to compete are affected by the availability and cost of reinsurance. Premium rates charged by the Company are based, in part, on the assumption that reinsurance will be available at a certain cost. Certain reinsurers have attempted to or may attempt to increase the rates they charge the Company for reinsurance, including rates for new policies the Company is issuing and rates related to policies that the Company has already issued. The Company may not be able to increase the premium rates it charges for policies it has already issued, and for competitive reasons it may not be able to raise the premium rates it charges for new policies to offset the increase in rates charged by reinsurers. If the cost of reinsurance were to increase, if reinsurance were to become unavailable, if alternatives to reinsurance were not available to the Company, or if a reinsurer should fail to meet its obligations, the Company could be adversely affected.81

obligations. Therefore, the failure, insolvency, or inability or unwillingness to pay under the terms of the reinsurance agreement with the Company of one or more of the Company’s reinsurers could negatively impact the Company’s earnings and financial position.

The Company’s results and its ability to compete are affected by the availability and cost of reinsurance. Premium rates charged by the Company are based, in part, on the assumption that reinsurance will be available at a certain cost. Certain reinsurers have attempted to or may attempt to increase the rates they charge the Company for reinsurance, including rates for new policies the Company is issuing and rates related to policies that the Company has already issued. The Company may not be able to increase the premium rates it charges for policies it has already issued, and for competitive reasons it may not be able to raise the premium rates it charges for new policies to offset any increase in rates charged by reinsurers. If the cost of reinsurance were to increase, if reinsurance were to become unavailable, if alternatives to reinsurance were not available to the Company, or if a reinsurer should fail to meet its obligations, the Company could be adversely affected.

The number of life reinsurers has remained relatively constant in recent years. If the reinsurance market contracts in the future, the Company’s ability to continue to offer its products on terms favorable to it could be adversely impacted.

In addition, reinsurers may face challenges regarding illiquid credit and/or capital markets, investment downgrades, rating agency downgrades, deterioration of general economic conditions, and other factors negatively impacting the financial services industry. If reinsurers, including those with significant exposure to international markets are unable to meet their obligations, the Company would be adversely impacted.

The Company has implemented a reinsurance program through the use of a captive reinsurer. Under this arrangement, the captive owned by the Company serves as the reinsurer, and results of ceding business to this captive reinsurer are reflected in accordance with Statutory accounting guidelines. The success of the Company’s captive reinsurance program is dependent on a number of factors outside the control of the Company, including, but not limited to, continued access to financial solutions, a favorable regulatory environment, and the overall tax position of the Company. If the captive reinsurance program is not successful, the Company’s financial condition could be adversely impacted.

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The Company’s policy claims fluctuate from period to period resulting in earnings volatility.

The Company’s results may fluctuate from period to period due to fluctuations in the amount of policy claims received. In addition, certain of the Company’s lines of business may experience higher claims if the economy is growing slowly or in recession, or if equity markets decline. Also, insofar as the Company continues to retain a larger percentage of the risk of newly written life insurance products ~~than it has in the past~~, its financial results may have greater variability due to fluctuations in mortality results. As a result of COVID-19, the Company has experienced, and it may continue to experience, an elevated incidence and level of life insurance claims. The Company expects to incur higher claims expense in our life insurance and deferred annuity business, partially offset by lower life contingent payments in our payout annuity and structured settlement business, as a result of COVID-19 related mortality.

The Company operates in a mature, highly competitive industry, which could limit our ability to gain or maintain its position in the industry and negatively affect profitability.

The insurance industry is a mature and highly competitive industry. The Company encounters significant competition in all lines of business from other insurance companies, many of which have greater financial resources and higher ratings than the Company and which may have a greater market share, offer a broader range of products, services or features, assume a greater level of risk, have lower operating or financing costs, or have different profitability expectations than the Company. The Company also faces competition from other providers of financial services. Competition could result in, among other things, lower sales or higher lapses of existing products. Consolidation and expansion among banks, insurance companies, distributors, and other financial service companies with which the Company does business could also have an adverse effect on the Company’s financial condition and results of operations if such companies require more favorable terms than previously offered to the Company or if such companies elect not to continue to do business with the Company following consolidation or expansion.

The Company’s ability to compete is dependent upon, among other things, its ability to attract and retain distribution channels to market its insurance and investment products, its ability to develop competitive and profitable products, its ability to maintain competitive unit costs, and its maintenance of adequate ratings from rating agencies. As technology evolves, comparison of a particular product of any company for a particular customer with competing products for that customer is more readily available, which could lead to increased competition as well as agent or customer behavior, including persistency that differs from past behavior.

profitable products, its ability to maintain competitive unit costs, and its maintenance of adequate ratings from rating agencies. As technology evolves, comparison of a particular product of any company for a particular customer with competing products for that customer is more readily available, which could lead to increased competition as well as agent or customer behavior, including persistency that differs from past behavior.

Developments in technology may impact our business.

Technological developments and unforeseen changes in technology may impact our business. Technology changes are increasing customer choices about how to interact with companies generally. Evolving customer preferences may drive a need to redesign our products, and our distribution channels and customer service areas may need to change to become more automated and available at the place and time of the customer’s choosing. Additionally, changes in technology may impact our operational effectiveness and could have an adverse effect on our unit cost competitiveness. Such changes have the potential to disrupt our business model.

Technology may also have a significant impact on the companies in which we invest. For example, consumers may change their purchasing behavior to favor online shopping activity, which may adversely affect the value of retail properties in which we invest.

Advancements in medical technologies may also impact our business. For example, genetic testing and the availability of that information unequally to consumers and insurers can result in anti-selection risks if data from genetic testing gives our prospective customers a clearer view into their future health and longevity expectations, allowing them to select products protecting them against likelihoods of mortality or longevity with more precision based on information that is not available to us. Also, advancements in medical technologies that extend lives may challenge our actuarial assumptions, especially in the annuity business.

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The Company’s ability to maintain competitive unit costs is dependent upon the level of new sales and persistency of existing business.

The Company’s ability to maintain competitive unit costs is dependent upon a number of factors, such as the level of new sales, persistency of existing business, the impact of inflation, and expense management. A decrease in sales or persistency without a corresponding reduction in expenses may result in higher unit costs. Additionally, a decrease in persistency of existing business may result in lower reported earnings. Some of the Company’s products do not contain surrender charge features and such products can be surrendered or exchanged without penalty. A decrease in persistency may also result in higher claims.

Risks Related to Privacy and Cyber Security

A disruption ~~or cyberattack~~ affecting the ~~electronic, communication and information technology systems or other~~ technologies ofupon which the Company orrelies ~~those~~(including onelectronic, ~~whom~~communication ~~the~~and ~~Company~~information ~~relies~~technology systems) could adversely affect the Company’s business, financial condition, and results of operations.

In conducting its business, the Company relies extensively on various ~~electronic~~technologies ~~systems~~(its own and those associated with its business partners), including communication systems, computer systems, networks, and data processing and administrative systems. Likewise, ~~and~~the ~~communication systems. The~~ Company’s business partners, ~~counterparties, service providers, and distributors also~~ rely on ~~such~~the ~~systems~~Company’s technologies, as do securities exchanges and financial markets ~~that are important to the Company’s ability to conduct its business~~. These ~~systems~~technologies orare ~~their~~vulnerable ~~functionality~~to ~~could~~disruption befrom ~~disabled~~fire, ~~disrupted~~flood, ~~damaged~~power loss, ortelecommunications ~~destroyed by intentional or unintentional acts or events such as cyberattacks~~failure, ~~viruses,~~human ~~sabotage~~error, ~~unauthorized~~malicious ~~tampering~~acts, ~~physical or electronic~~ break-ins ~~or other security breaches~~, ~~acts~~and ~~of war or terrorism, human error, system failures, failures of power or water supply, or the loss or malfunction of~~ other ~~utilities~~intentional or ~~services.~~unintentional ~~They may also be disabled, disrupted, damaged, or destroyed by natural~~ events ~~such as storms, tornadoes, fires, floods or earthquakes~~. Technology ~~Disruption,~~disruption ~~damage, or destruction of any of these systems~~ could ~~cause~~render the Company or others ~~on whom the Company relies to be~~ unable to conduct business for an extended period of time orand could result in significant expenditures to replace, repair, or reinstate functionality, which could materially adversely impact the Company’s ~~business and its~~ financial condition and results of operations.

~~While~~The ~~the~~ Company and others on whom it depends ~~try to~~ identify threats and implement security measures to protect their ~~systems~~technologies. However, ~~such~~those ~~protective~~security measures may ~~not~~ be ~~sufficient~~inadequate. Although ~~Additionally,~~ the Company ~~may~~maintains ~~not~~a ~~become~~robust ~~aware~~security ~~of sophisticated cyberattacks for some time after they occur~~strategy, ~~which could increase~~ the Company’s ~~exposure. The~~could ~~Company~~suffer ~~may~~a ~~have~~technology todisruption ~~incur~~caused ~~significant~~by ~~costs~~a tomalicious ~~address~~act, orsuch ~~remediate~~as ~~interruptions~~ransomware, ~~threats~~malware, ~~and~~viruses, ~~vulnerabilities~~phishing, inor ~~its~~social ~~information~~engineering ~~and~~that ~~technology~~could ~~systems~~have ~~and~~a tomaterial ~~comply~~adverse ~~with~~effect ~~existing~~on ~~and~~Company ~~future~~business ~~regulatory~~operations, ~~requirements~~finances, ~~related~~and ~~thereto.~~reputation ~~These risks are heightened as the frequency~~ and ~~sophistication of cyberattacks increase. The risk of cyberattacks~~ may besubject ~~greater~~the ~~during~~Company ~~periods~~to ofcivil ~~geopolitical~~litigation, ~~turmoil.~~regulatory Inaction, ~~February 2022~~fines, ~~the~~or ~~New York State Department of Financial Services issued a warning that the Russian invasion of Ukraine significantly elevates the cyber risk for the U~~penalties.~~S. financial sector.~~

The Company has relationships with vendors, distributors, and other third parties that provide operational and/or information technology services to the Company. Although the Company conducts due diligence, negotiates contractual provisions, and, in many cases, conducts periodic reviews of such third parties to confirm compliance with its information security standards, the failure of such third parties’ computer systems and/or their disaster recovery plans for any reason might cause significant interruptions to the Company’s operations. The Company maintains cyber liability insurance that provides both third-party liability and first party liability coverages, its insurance may not be sufficient to protect us against all losses.83

Globally, the number and frequency of technology disruptions caused by malicious acts increases during times of geopolitical tension or instability between countries, including, for example, the ongoing conflicts in Europe and the Middle East. As malicious acts continue to evolve, the Company may be required to expend significant capital and other resources to protect against those threats or to mitigate and alleviate problems caused by technology disruptions. To date, no technology disruption has had a material impact on the Company’s business and financial condition; nevertheless, the threat remains. The Company maintains cyber liability insurance that provides both first and third-party liability coverages, but its insurance may not be sufficient to protect against all losses.

Confidential information maintained in the systems of the Company or other parties upon which the Company relies could be compromised or misappropriated as a result of security breaches or other related lapses or incidents, damaging the Company’s business and reputation and adversely affecting its financial condition and results of operations.

In the course of conducting its business, the Company retains confidential information, including information about its customers and proprietary business and financial information. The Company retains confidential information in various electronic systems, including computer systems, networks, data processing and administrative systems, and communication systems. The Company maintains physical, administrative, and technical safeguards to protect such information and it relies on commercial technologies to maintain the security of its systems and the transmission of such information to other parties, including its business partners, counterparties and service providers. The Company’s business partners, counterparties and service providers likewise maintain confidential information, including, in some cases, customer information, on behalf of the Company. An intentional breach or unintentional compromise of the security measures of the Company or such other parties could result in the disclosure, misappropriation, misuse, alteration, or destruction of the confidential information retained by or on behalf of the Company, or the inability of the Company to conduct business for an indeterminate amount of time. Any of these events or circumstances could damage the Company’s business and adversely affect its financial condition and results of operations by, among other things, causing harm to the Company’s business operations, reputation and customers, deterring customers and others from doing business with the Company, subjecting the Company to significant regulatory, civil, and criminal liability, and requiring the Company to incur significant legal and other expenses.

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systems, and communication systems. The Company maintains physical, administrative, and technical safeguards to protect such information and it relies on commercial technologies to maintain the security of its systems and the transmission of such information to other parties, including its business partners, counterparties and service providers. The Company’s business partners, counterparties and service providers likewise maintain confidential information, including, in some cases, customer information, on behalf of the Company. An intentional breach or unintentional compromise of the security measures of the Company or such other parties could result in the disclosure, misappropriation, misuse, alteration, or destruction of the confidential information retained by or on behalf of the Company, or the inability of the Company to conduct business for an indeterminate amount of time. Any of these events or circumstances could damage the Company’s business and adversely affect its financial condition and results of operations by, among other things, causing harm to the Company’s business operations, reputation and customers, deterring customers and others from doing business with the Company, subjecting the Company to significant regulatory, civil, and criminal liability, and requiring the Company to incur significant legal and other expenses.

Despite the Company’s efforts to ensure the integrity of its systems, it is possible that the Company may not be able to anticipate and implement effective preventative or detective measures against security breaches of all types because the techniques used to attack technologies and data systems change frequently or are not recognized until launched and because cyberattacks can originate from a wide variety of sources or parties. Those parties may also attempt to fraudulently induce employees, customers, or other users of the Company’s system, through phishing, phone calls, or other efforts, to deliberately or inadvertently disclose sensitive information in order to gain access to our data or that of the Company’s customers or clients.

Additionally, cyber threats and related legal and regulatory standards applicable to our business are rapidly evolving and may subject the Company to heightened legal standards, new theories of liability, and material claims and penalties that the Company cannot currently predict or anticipate. As cyber threats and applicable legal standards continue to evolve, the Company may be required to expend significant additional resources to continue to modify or enhance its protective measures and computer systems, and to investigate and remediate any information security vulnerabilities. If the Company experiences cyberattacks or other data security events or other technological failures or lapses, including unauthorized access to, loss of, or acquisition of information collected or maintained by the Company or its business partners or vendors, the Company may be subject to regulatory inquiries or proceedings, litigation or reputational damage, or be required to pay claims, fines, or penalties. Depending on the nature of the information compromised, in the event of a data breach or other unauthorized access to the Company’s customer data, the Company may also have obligations to notify customers about the incident, and the Company may need to provide some form of remedy, such as a subscription to a credit monitoring service, for the individuals affected by the incident. The Company has experienced cyber and data security events in the past, both directly and indirectly through a third-party relationship. None of those events caused the Company material harm or loss, but there can be no assurance that the Company will not suffer such harm or loss in the future.

Compliance with existing and emerging privacy regulations could result in increased compliance costs and/or lead to changes in business practices and policies, and any failure to protect the confidentiality of consumer information could adversely affect our reputation and have a material adverse effect on our business, financial condition and results of operations.

The collection and maintenance of personal data from customers, beneficiaries, agents, employees, and other consumers, including personally identifiable non-public financial and health information, subjects the Company to regulation under various federal and state privacy laws. These laws require that the Company institute certain policies and procedures in its business to safeguard its consumers’ personal data against improper use or disclosure. The requirements vary by jurisdiction, and it is expected that additional laws and regulations will continue to be enacted. Since 2018, ~~five~~twelve ~~other~~ states (California, Virginia, Colorado, Connecticut, Indiana, Tennessee, Delaware, Iowa, Texas, Montana, Oregon, and Utah) passed consumer privacy laws which create new consumer rights and business responsibilities. Complying with these and other existing, emerging and changing privacy requirements could cause the Company to incur substantial costs or require it to change its business practices and policies. Non-compliance could result in monetary penalties or significant legal liability.

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Many of the associates who conduct our business have access to, and routinely process, personal information of consumers through a variety of media, including information technology systems. The Company relies on various internal processes and controls to protect the confidentiality of consumer information that is accessible to, or in the possession of, its associates. It is possible that an associate could, intentionally or unintentionally, disclose or misappropriate confidential consumer information or our data could be the subject of a cybersecurity attack. If the Company fails to maintain adequate internal controls or if its associates fail to comply with its policies and procedures, misappropriation or intentional or unintentional inappropriate disclosure or misuse of consumer information could occur. Such internal control inadequacies or non-compliance could materially damage the Company’s reputation or lead to regulatory, civil or criminal investigations and penalties.

In addition, the Company analyzes customer data to better manage our business. ~~There~~The ~~has~~Company’s ~~been~~use ~~increased~~of ~~scrutiny,~~artificial ~~including~~intelligence ~~from~~in ~~U.S.~~the analysis of customer data is subject to increasing oversight by state and federal regulators. Policymakers at the federal, ~~regarding~~state, and NAIC are exploring and advancing rules on the use of ~~“big~~artificial ~~data”~~intelligence. ~~techniques~~The ~~such~~Company's asuse ~~price~~of ~~optimization.~~artificial Inintelligence ~~August~~technologies ~~2020,~~or ~~members~~the use of artificial intelligence by our third-party service providers may be inhibited by the ~~NAIC~~emergence ~~unanimously~~of ~~adopted~~industry-wide ~~guiding~~standards, ~~principles~~a onchanging legislative and regulatory environment, and other factors. In addition, the adoption of new artificial intelligence, technologies may expose the Company to ~~inform~~increased ~~and~~compliance ~~articulate~~costs ~~general~~and ~~expectations~~heightened ~~for~~regulatory ~~businesses~~risks, ~~professionals~~especially given the variation in and ~~stakeholders~~degree ~~across~~of oversight from the ~~insurance~~various ~~industry~~regulators asand ~~they~~legislators. ~~implement~~The NAIC is also exploring model regulations on the use of artificial intelligence, ~~tools~~which tomay ~~facilitate~~result ~~operations~~in additional state regulation on this topic. The Company cannot predict what, if any, further actions may be taken with regard to ~~“big~~the ~~data~~artificial intelligence regulation,” but ~~any~~such ~~inquiries~~regulations ~~and limitations~~ could have a material impact on our business, financial condition and results of operations.

Risk Related to Acquisitions, Dispositions or Other Corporate Structural Matters

The Company may not realize its anticipated financial results from its acquisitions strategy.

The Company’s Acquisitions segment focuses on the acquisitions of companies and business operations, and the coinsurance of blocks of insurance business, which have increased the Company’s earnings. However, there can be no assurance that the Company will have future suitable opportunities for, or sufficient capital available to fund, such transactions. The Acquisitions segment faces significant competition, and if our competitors have access to capital on more favorable terms or at a lower cost, lower investment return requirements, advantageous tax treatment, or lower risk tolerances, then our ability to compete for acquisitions may be diminished. In addition, there can be no assurance that the Company will be able to realize any projected operating efficiencies or achieve the anticipated financial results from such transactions.

The Company may be unable to complete an acquisition transaction. Completion of an acquisition transaction may be more costly or take longer than expected, or may have a different or more costly financing structure than initially contemplated. In addition, the Company may not be able to complete or manage multiple acquisition transactions at the same time, or the completion of such transactions may be delayed or be more costly than initially contemplated. The Company, its affiliates, or other parties to the transaction may be unable to obtain in a timely manner regulatory approvals required to complete an acquisition transaction. If the Company identifies and completes suitable acquisitions, it may not be able to successfully integrate the business in a timely or cost-effective manner, or retain key personnel and business relationships necessary to achieve anticipated financial results. In addition, a number of risks may arise in connection with businesses or blocks of insurance business that the Company acquires or reinsures, including unforeseen liabilities or asset impairments; rating agency reactions; and regulatory requirements that could impact our operations or capital requirements. Additionally, in connection with its acquisition transactions that involve reinsurance, the Company assumes, or otherwise becomes responsible for, the obligations of policies and other liabilities of other insurers. Any regulatory, legal, financial, or other adverse development affecting the other insurer could also have an adverse effect on the Company.

transactions at the same time, or the completion of such transactions may be delayed or be more costly than initially contemplated. The Company, its affiliates, or other parties to the transaction may be unable to obtain in a timely manner regulatory approvals required to complete an acquisition transaction. If the Company identifies and completes suitable acquisitions, it may not be able to successfully integrate the business in a timely or cost-effective manner, or retain key personnel and business relationships necessary to achieve anticipated financial results. In addition, a number of risks may arise in connection with businesses or blocks of insurance business that the Company acquires or reinsures, including unforeseen liabilities or asset impairments; rating agency reactions; and regulatory requirements that could impact our operations or capital requirements. Additionally, in connection with its acquisition transactions that involve reinsurance, the Company assumes, or otherwise becomes responsible for, the obligations of policies and other liabilities of other insurers. Any regulatory, legal, financial, or other adverse development affecting the other insurer could also have an adverse effect on the Company.

The Company depends on the ability of its subsidiaries to transfer funds to it to meet its obligations.

The Company owns insurance companies. A portion of the Company’s funding comes from dividends from its operating subsidiaries, revenues from investment, data processing, legal, and management services rendered to subsidiaries, investment income, and external financing. These funding sources support the Company’s general corporate needs including its debt service. If the funding the Company receives from its subsidiaries is insufficient for it to fund its debt service and other obligations, it may be required to raise funds through the incurrence of debt, or the sale of assets.

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The states in which the Company’s subsidiaries are domiciled impose certain restrictions on the subsidiaries’ ability to pay dividends and make other payments to the Company. State insurance regulators may prohibit the payment of dividends or other payments to the Company by its subsidiaries if they determine that the payments could be adverse to the insurance subsidiary or its policyholders or contract holders. In addition, the amount of surplus that the Company’s subsidiaries could pay as dividends is constrained by the amount of surplus they hold to maintain their financial strength ratings, to provide an additional layer of margin for risk protection and for future investment in our businesses.

The Company’s use of affiliate and captive reinsurance companies to finance statutory reserves related to its fixed annuity and term and universal life products and to reduce volatility affecting its variable annuity products may be limited or adversely affected by regulatory action, pronouncements, and interpretations.

The Company currently uses a captive reinsurance company to finance certain statutory reserves based on a regulation entitled “Valuation of Life Insurance Policies Model Regulation,” commonly known as “Regulation XXX,” and a supporting guideline entitled “The Application of the Valuation of Life Insurance Policies Model Regulation,” commonly known as “Guideline AXXX,” which are associated with term life insurance and universal life insurance with secondary guarantees, respectively. NAIC and state adoption of Actuarial Guideline XLVIII and the Term and Universal Life Insurance Reserve Financing Model Regulation may make the use of new captive structures in the future less capital efficient and/or lead to lower product returns and could impact the Company’s ability to engage in certain reinsurance transactions with non-affiliates.

The NAIC adopted revisions to the Preamble of the NAIC Financial Regulation Standards and Accreditation Program that includes within the definition of “multi-state insurer” certain insurer-owned captives and special purpose vehicles that are single-state licensed but assume reinsurance from cedants operating in multiple states. The revised definition subjects certain captives, including XXX/AXXX captives, variable annuity and long-term care captives, to all of the accreditation standards applicable to other traditional multi-state insurers, including standards related to capital and surplus requirements, risk-based capital requirements, investment laws, and credit for reinsurance laws. We do not expect the revised definition to affect our existing life insurance captives (or our ability to engage in life insurance captive transactions in the future).

The Company uses an affiliated Bermuda domiciled reinsurance company, Protective Life Reinsurance Bermuda Ltd. (“PL Re”) to reinsure certain fixed annuity business. PL Re is licensed as a Class C entity for affiliate reinsurance and holds reserves based on Bermuda insurance regulations. During the first quarter of 2023, the Bermuda Monetary Authority (the “BMA”) issued a consultation paper outlining proposed reforms to the regulatory

and supervisory regime applicable to commercial insurers and reinsurers operating in Bermuda. A second consultation paper was issued in the third quarter which further revises the proposed reforms. The Company is currently assessing the proposed changes to understand potential financial, governance and/or operational impacts to PL Re that may result from any ultimate implementation by the BMA of changes to the regulatory and supervisory regime, which are targeted to take effect March 31, 2024, according to the consultation paper.

Any regulatory action or change in interpretation that materially adversely affects the Company’s use or materially increases the Company’s cost of using captives or reinsurers for the affected business, either retroactively or prospectively, could have a material adverse impact on the Company’s financial condition or results of operations. If the Company were required to discontinue its use of captives or affiliate reinsurers for intercompany reinsurance transactions on a retroactive basis, adverse impacts would include early termination fees payable to third party finance providers with respect to certain structures, diminished capital position, and higher cost of capital. Additionally, finding alternative means to support policy liabilities efficiently is an unknown factor that would be dependent, in part, on future market conditions and the Company’s ability to obtain required regulatory approvals. On a prospective basis, discontinuation of the use of captives or affiliate reinsurers could impact the types, amounts and pricing of products offered by the Company’s subsidiaries.

General Risks

The Company is exposed to risks related to natural and man-made disasters and catastrophes, such as diseases, epidemics, pandemics (including the coronavirus, COVID-19), malicious acts, cyberattacks, terrorist acts, and climate change, which could adversely affect the Company’s operations and results.

While the Company has obtained insurance, implemented risk management and contingency plans, and taken preventive measures and other precautions, no predictions of specific scenarios can be made and such measures may not adequately predict the impact on the Company from such events. A natural or man-made disaster or catastrophe, including a severe weather or geological event such as a storm, tornado, fire, flood, earthquake, disease, epidemic, pandemic (e.g. the novel coronavirus COVID-19), malicious act, cyberattack, terrorist act, or the effects of climate change, could cause the Company’s workforce to be unable to engage in operations at one or more of its facilities or result in short- or long-term interruptions in the Company’s business operations, any of which could be material to the Company’s operating results for a particular period. Certain of these events could also adversely affect the mortality, morbidity, or other experience of the Company or its reinsurers and have a significant negative impact on the Company. In addition, claims arising from the occurrence of such events or conditions could have a material adverse effect on the Company’s financial condition and results of operations. Such events or conditions could also have an adverse effect on lapses and surrenders of existing policies, as well as sales of new policies. In addition, such events or conditions could result in a decrease or halt in economic activity in large geographic areas, as well as additional regulation or restrictions on the Company in the conduct of its business. The possible macroeconomic effects of such events or conditions could also adversely affect the Company’s asset portfolio, as well as many other aspects of the Company’s business, financial condition, and results of operations.

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change, could cause the Company’s workforce to be unable to engage in operations at one or more of its facilities or result in short- or long-term interruptions in the Company’s business operations, any of which could be material to the Company’s operating results for a particular period. Certain of these events could also adversely affect the mortality, morbidity, or other experience of the Company or its reinsurers and have a significant negative impact on the Company. In addition, claims arising from the occurrence of such events or conditions could have a material adverse effect on the Company’s financial condition and results of operations. Such events or conditions could also have an adverse effect on lapses and surrenders of existing policies, as well as sales of new policies. In addition, such events or conditions could result in a decrease or halt in economic activity in large geographic areas, as well as additional regulation or restrictions on the Company in the conduct of its business. The possible macroeconomic effects of such events or conditions could also adversely affect the Company’s asset portfolio, as well as many other aspects of the Company’s business, financial condition, and results of operations.

The Company’s results and financial condition may be negatively affected should actual experience differ from management’s models, assumptions, or estimates.

In the conduct of business, the Company makes certain assumptions and utilizes certain internal models regarding mortality, morbidity, persistency, expenses, interest rates, equity markets, ~~tax~~taxes, business mix, casualty losses, contingent liabilities, investment performance, and other factors appropriate to the type of business it expects to experience in future periods. These assumptions and models are used to calculate statutory liabilities for some products, accruals, future earnings, and various other components of the Company’s statements of admitted assets, liabilities, and capital and surplus. These assumptions and models are also used in the operation of the Company’s business in making decisions crucial to the success of the Company, including the pricing of acquisitions and products. The Company’s actual experience along with estimates of future cash flows are used to prepare the Company’s financial statements. To the extent the Company’s actual experience or estimates of future cash flows differ from original estimates, the Company’s financial condition may be adversely affected.

Mortality, morbidity, and casualty assumptions incorporate underlying assumptions about many factors. Such factors may include, for example, how a product is distributed, for what purpose the product is purchased, the mix of customers purchasing the products, persistency and lapses, future progress in the fields of health and medicine, and the projected level of used vehicle values. Actual mortality, morbidity, and/or casualty experience may differ from expectations derived from the Company’s models. In addition, continued activity in the viatical, stranger-owned, and/or life settlement industry could cause the Company’s level of lapses to differ from its assumptions about premium persistency and lapses, which could negatively impact the Company’s performance.

Additionally, the calculations the Company uses to estimate various components of its ~~statements~~statement of admitted assets, liabilities, and capital and surplus, and ~~statements~~statement of operations are necessarily complex and involve analyzing and interpreting large quantities of data. The systems and procedures that the Company develops ~~in connection~~ and the Company’s reliance upon third parties could result in errors in the calculations that impact our financial statements or affect our financial condition.

Models, assumptions and estimates involve judgment, and by their nature are imprecise and subject to changes and revisions over time. Accordingly, the Company’s results may be affected, positively or negatively, from time to time, by errors in the design, implementation, or use of its models, actual results differing from assumptions, by changes in estimates, and by changes resulting from implementing more sophisticated administrative systems and procedures that facilitate the calculation of more precise estimates.

The Company is dependent on the performance of others.

The Company’s results may be affected by the performance of others because the Company has entered into various arrangements involving other parties. For example, variable life and annuity deposits are invested in funds managed by third parties, certain modified coinsurance assets are managed by third parties, and the Company enters into derivative transactions with various counterparties and clearinghouses. The Company may rely upon third parties to administer certain portions of its business or business that it reinsures. Any of the other parties upon which the Company depends may default on their obligations to the Company due to bankruptcy, insolvency, lack of liquidity, adverse economic conditions, operational failure, fraud, or other reasons. Such defaults could have a material adverse effect on the Company’s financial condition and results of operations.

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liquidity, adverse economic conditions, operational failure, fraud, or other reasons. Such defaults could have a material adverse effect on the Company’s financial condition and results of operations.

Certain of these other parties may act on behalf of the Company or represent the Company in various capacities. Consequently, the Company may be held responsible for obligations that arise from the acts or omissions of these other parties.

Most of the Company’s products are sold through independent third-party distribution channels. There can be no assurance that the terms of these relationships will remain acceptable to us or the distributors, as they are subject to change as a result of business combinations, mergers, consolidation, or changes in business models, compensation arrangements, or new distribution channels. If one or more key distributors terminated their relationship with us, increased the costs of selling our products, or reduced the amount of sales they produce for us, our results of operations could be adversely affected. If we are unsuccessful in attracting and retaining key associates who conduct our business, sales of our products could decline and our results of operations and financial condition could be materially adversely affected.

Because our products are distributed through unaffiliated third-party distributors, we may not be able to fully monitor or control the manner of their distribution despite our training and compliance programs. If our products are distributed by such firms in an inappropriate manner, or to customers for whom they are unsuitable, we may suffer reputational and other harm to our business. In addition, our distributors may also sell our competitors’ products. If our competitors offer products that are more attractive than ours, or pay higher compensation than we do, these distributors may concentrate their efforts on selling our competitors’ products instead of ours.

The Company’s risk management policies, practices, and procedures could leave it exposed to unidentified or unanticipated risks, which could negatively affect its business or result in losses.

The Company has developed risk management policies and procedures and expects to continue enhancing them in the future. Nonetheless, the Company’s policies and procedures to identify, monitor, and manage both internal and external risks may not predict future exposures, which could be different or significantly greater than expected.

These identified risks may not be the only risks facing the Company. Additional risks and uncertainties not currently known to the Company may adversely affect its business, financial condition and/or results of operations.

The Company’s strategies for mitigating risks arising from its day-to-day operations may prove ineffective resulting in a material adverse effect on its results of operations and financial condition.

The Company’s performance is highly dependent on its ability to manage risks that arise from a large number of its day-to-day business activities, including, but not limited to, policy pricing, reserving and valuation, underwriting, claims processing, policy administration and servicing, administration of reinsurance, execution of its investment and hedging strategy, financial and tax reporting, and other activities, many of which are very complex. The Company also may rely on third parties for such activities. The Company seeks to monitor and control its exposure to risks arising out of or related to these activities through a variety of internal controls, management review processes, and other mechanisms. However, the occurrence of unanticipated risks, or the occurrence of risks of a greater magnitude than expected, including those arising from a failure in processes, procedures or systems implemented by the Company or a failure on the part of employees or third parties upon which the Company relies in this regard, may have a material adverse effect on the Company’s financial condition or results of operations.

Events that damage our reputation or the reputation of our industry could adversely impact our business, results of operations, or financial condition.

There are events which could harm our reputation, including, but not limited to, regulatory investigations, adverse media commentary, legal proceedings, and cyber or other information security events. Depending on the severity of damage to the Company’s reputation, our sales of new business, and/or retention of existing business could be negatively impacted, and our ability to compete for acquisition transactions or engage in financial transactions may be diminished, all of which could adversely affect our results of operations or financial condition.

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As with all financial services companies, the Company’s ability to conduct business is dependent upon consumer confidence in the industry and its products. Actions of competitors and financial difficulties of other companies in the industry could undermine consumer confidence and adversely affect retention of existing business and future sales of the Company’s insurance and investment products.

The Company may not be able to protect its intellectual property and may be subject to infringement claims.

The Company relies on a combination of contractual rights and copyright, trademark, patent, and trade secret laws to establish and protect its intellectual property. Although the Company uses a broad range of measures to protect its intellectual property rights, third parties may infringe or misappropriate its intellectual property. The Company may have to litigate to enforce and protect its copyrights, trademarks, patents, trade secrets, and know-how or to determine their scope, validity, or enforceability, which represents a diversion of resources that may be significant in amount and may not prove successful. The loss of intellectual property protection or the inability to secure or enforce the protection of the Company’s intellectual property assets could have a material adverse effect on its business and ability to compete.

The Company also may be subject to costly litigation in the event that another party alleges its operations or activities infringe upon that party’s intellectual property rights. Any such claims and any resulting litigation could result in significant liability for damages. If the Company were found to have infringed third party patent or other intellectual property rights, it could incur substantial liability, and in some circumstances could be enjoined from providing certain products or services to its customers or utilizing and benefiting from certain methods, processes, copyrights, trademarks, trade secrets, or licenses, or alternatively could be required to enter into costly licensing ~~arrangements with third parties, all of which could have a material adverse effect on the Company’s business, results of operations, and financial condition.~~

arrangements with third parties, all of which could have a material adverse effect on the Company’s business, results of operations, and financial condition.

The Company may be required to establish a valuation allowance against its deferred tax assets, which could have a material adverse effect on the Company’s results of operations, financial condition, and capital position.

Deferred tax assets are attributable to certain differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets represent future savings of taxes which would otherwise be paid in cash. The realization of deferred tax assets is dependent upon the future generation of a sufficient amount of taxable income to ensure that the future tax deductions underlying such assets will result in a tax benefit. Realization may also be limited for other reasons, including but not limited to changes in tax rules or regulations. If it is determined that a certain deferred tax asset cannot be realized, then a deferred tax valuation allowance is established, with a corresponding charge to either adjusted operating income or other comprehensive income (depending on the nature of the deferred tax asset).

Based on the Company’s current assessment of its estimated future taxable income (including available tax planning opportunities) it is more likely than not that the Company will generate sufficient taxable income to realize its material deferred tax assets.. If future events differ from the Company’s current forecasts, a valuation allowance ~~will~~could be established, which could have a material adverse effect on the Company’s results of operations, financial condition, or capital position.

New accounting rules, changes to existing accounting rules, or the granting of permitted accounting practices to competitors could negatively impact the Company.

The Company isand its insurance subsidiaries are required to comply with SAP. SAP and various components of SAP (such as actuarial reserving methodology) are subject to constant review by the NAIC and its task forces and committees as well as state insurance departments in an effort to address emerging issues and otherwise improve or alter financial reporting. Certain NAIC pronouncements related to accounting and reporting matters take effect automatically without affirmative action by the states, and various proposals either are currently or have previously been pending before committees and task forces of the NAIC, some of which, if enacted, would negatively affect the Company. The NAIC is also currently working to reform model regulation in various areas. The Company cannot predict whether or in what form reforms will be enacted by state legislatures and, if so, whether the enacted reforms will positively or negatively affect the Company. In addition, the NAIC Accounting Practices and Procedures manual provides that state insurance departments may permit insurance companies domiciled in the state to depart from SAP by granting them permitted accounting practices. The Company cannot predict whether or when the insurance departments of the states of domicile of its competitors may permit them to utilize advantageous accounting practices that depart from SAP, the use of which is not permitted by the insurance departments of the states of domicile of the Company’s insurance subsidiaries. With respect to regulations and guidelines, states sometimes defer to the interpretation of the insurance department of the state of domicile. Neither the action of the domiciliary state nor action of the NAIC is binding on a state. Accordingly, a state could choose to follow a different interpretation. The Company can give no assurance that future changes to SAP or components of SAP or the granting of permitted accounting practices to its competitors will not have a negative impact on the Company.

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by granting them permitted accounting practices. The Company cannot predict whether or when the insurance departments of the states of domicile of its competitors may permit them to utilize advantageous accounting practices that depart from SAP, the use of which is not permitted by the insurance departments of the states of domicile of the Company’s insurance subsidiaries. With respect to regulations and guidelines, states sometimes defer to the interpretation of the insurance department of the state of domicile. Neither the action of the domiciliary state nor action of the NAIC is binding on a state. Accordingly, a state could choose to follow a different interpretation. The Company can give no assurance that future changes to SAP or components of SAP or the granting of permitted accounting practices to its competitors will not have a negative impact on the Company.

Directors and Executive Officers

The following table contains information regarding our current directors and executive officers. All of our executive officers and directors are elected annually and serve at the pleasure of our Board of Directors (the “Company Board”). No immediate family relationship exists between any directors of the Company or PLC or executive officers and any other directors or executive officers. Certain of our executive officers also serve as executive officers and/or directors of various of the Company’s subsidiaries. Our directors, Mr. Bielen, Mr. Walker and Mr. Wells, are officers of the Company and officers and employees of PLC. Accordingly, none of our directors qualifies as an independent director under the independence standards of the NYSE.

Name

Age (as of 3/31/~~2023~~2024)

Title

Richard J. Bielen

6263

President, Chief Executive Officer, Director and Chairman of the Board

D. Scott Adams

5960

Executive Vice President, ~~Corporate~~and ~~Responsibility,~~Chief ~~Strategy,~~Transformation and ~~Innovation~~Strategy Officer

Lance Black

5253

Executive Vice President, Acquisitions and Corporate Development

Kathryn Cox

5455

Senior Vice President and President, Protection Division

Mark L. Drew

6162

Executive Vice President and Chief Legal Officer

Wendy Evesque

5455

Executive Vice President and Chief Human Resources Officer

Wade Harrison

5152

Executive Vice President and Chief Retail Officer

Scott Karchunas

5657

Senior Vice President and President, Asset Protection Division

Philip Passafiume

5556

Executive Vice President and Chief Investment Officer

Aaron Seurkamp

4344

Senior Vice President and President, Retirement Division

Steven G. Walker

6364

Vice Chairman, Finance and Risk, and Director

Paul R. Wells

4950

Executive Vice President and Chief Financial Officer, and Director

Cissy Williams

Executive Vice President and Chief Operations Officer

Mr. Bielen has been Chairman of the Board of the Company since July 2017, Chief Executive Officer of the Company and PLC since July 2017, President of the Company since February 2016, and President of PLC since January 2016. Mr. Bielen also served as Chief Operating Officer of the Company and PLC from February 2016 (Company) and January 2016 (PLC) to July 2017. From June 2007 to January 2016, Mr. Bielen served as Vice Chairman and Chief Financial Officer of PLC. Mr. Bielen became a director of the Company on September 11, 2006, and a director of PLC on February 1, 2015. Mr. Bielen has been employed by PLC and its subsidiaries since 1991. Before joining Protective, Mr. Bielen was Senior Vice President of Oppenheimer & Company. Prior to joining Oppenheimer, Mr. Bielen was a Senior Accountant with Arthur Andersen and Company. Mr. Bielen serves on the Board of Directors of the United Way of Central Alabama and as a trustee of Children’s of Alabama. Mr. Bielen is a former Director of the McWane Science Center and previously served on the Board of Directors of Infinity Property and Casualty Corporation until July 2018. Mr. Bielen received his undergraduate degree and Masters of Business Administration from New York University. Mr. Bielen has served on the Board of Directors of the US Chamber of Commerce since March 2020 and the Board of Directors of the American Council of Life Insurers since October 2020. We believe that Mr. Bielen’s background in business; his skills and experience as a senior executive of PLC and Oppenheimer 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 PLC and his seasoned business judgment, are valuable to us and the Board.

98Mr. Adams has been Executive Vice President and the Chief Transformation and Strategy Officer of the Company and PLC since November 2023. From March 2020 to November 2023, he served as the Executive Vice President, Corporate Responsibility, Strategy, and Innovation of the Company and PLC. From March 2018 to February 2020, he served as Executive Vice President and Chief Digital and Innovation Officer of the Company and PLC. From February 2016 to March 2018, Mr. Adams served as Executive Vice President of the Company, and from January 2016 to March 2018, Mr. Adams served as Executive Vice President and Chief Administrative Officer of PLC. Mr. Adams served as Senior Vice President and Chief Human Resources Officer of the Company and PLC

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~~and~~from ~~experience~~April as2006 ato ~~leader~~February in2016 ~~the~~(Company) ~~life~~or ~~insurance~~January ~~industry,~~2016 ~~along~~(PLC). ~~with~~Mr. ~~his~~Adams ~~long-standing~~has ~~knowledge~~been ofemployed ~~PLC~~by ~~and~~the ~~his~~Company ~~seasoned~~and ~~business~~its ~~judgment,~~subsidiaries ~~are~~since ~~valuable~~April ~~to us and the Board~~2006.

Mr. ~~Adams~~Black has been Executive Vice President, ~~Corporate~~Acquisitions ~~Responsibility, Strategy,~~ and ~~Innovation~~Corporate Development of the Company and PLC since ~~February~~March ~~2020~~2022. From ~~March~~June ~~2018~~2021 to ~~February~~March ~~2020~~2022, heMr. Black served as ~~Executive~~Senior Vice President, ~~and~~Acquisitions ~~Chief Digital~~ and ~~Innovation~~Corporate ~~Officer~~Development of the Company and PLC. ~~From~~Prior ~~February 2016~~ to ~~March 2018~~that, Mr. ~~Adams~~Black served as ~~Executive~~Treasurer ~~Vice President~~ of the Company, and PLC from ~~January~~June ~~2016~~2007 to ~~March~~June ~~2018~~2021. Additionally, Mr. ~~Adams~~Black served as ~~Executive~~Senior Vice President ~~and~~of ~~Chief~~the ~~Administrative~~Company ~~Officer~~from ofMay ~~PLC.~~2008 ~~Mr.~~to ~~Adams~~June 2021, and he served as Senior Vice President ~~and Chief Human Resources Officer~~ of ~~the Company and~~ PLC from ~~April~~June ~~2006~~2008 to ~~February~~June ~~2016 (Company) or January 2016 (PLC)~~2021. Mr. ~~Adams~~Black has been employed by the Company and its subsidiaries since ~~April~~February ~~2006~~2003.

Mr. Black has been Executive Vice President, Acquisitions and Corporate Development of the Company and PLC since March 2022. From June 2021 to March 2022, Mr. Black served as Senior Vice President, Acquisitions and Corporate Development of the Company and PLC. Prior to that, Mr. Black served as Treasurer of the Company and PLC from June 2007 to June 2021. Additionally, Mr. Black served as Senior Vice President of the Company from May 2008 to June 2021, and he served as Senior Vice President of PLC from June 2008 to June 2021. Mr. Black has been employed by the Company and its subsidiaries since March 2003.

Ms. Cox has been Senior Vice President and President, Protection Division of the Company and PLC since July 2022. From September 2014 to June 2022, Ms. Cox served as the Senior Vice President and Head of Business Development of the Reinsurance Group of America. Additionally, Ms. Cox served as Vice President, Business Development from January 2007 to August 2014, and she served as Vice President, Retrocession Management from September 2002 to December 2006. Ms. Cox has been employed by the Company and its subsidiaries since July 2022.

Mr. Drew has been Executive Vice President and the Chief Legal Officer of the Company and PLC, ~~and~~as well as the Secretary of PLC, since March 2020. From August 2018 to March 2020, Mr. Drew served as Executive Vice President and General Counsel of the Company and PLC and Secretary of PLC. From August 2016 to August 2018, Mr. Drew served as Executive Vice President and General Counsel of the Company and PLC. From 2006 to August 2016, Mr. Drew served as Managing Shareholder of Maynard, Cooper & Gale, P.C., a Birmingham, Alabama based law firm, where Mr. Drew worked from 1988 until July 2016. Mr. Drew has been employed by the Company and its subsidiaries since July 2016.

Ms. Evesque has been an Executive Vice President of the Company since June 2020 and Chief Human Resources Officer of the Company since February 2016. From February 2016 to June 2020, she served as a Senior Vice President of the Company. From July 2015 to February 2016, she served as Vice President, Senior Human Resources Partner of the Company. Additionally, Ms. Evesque has been an Executive Vice President of PLC since March 2020 and Chief Human Resources Officer of PLC since January 2016. From January 2016 to March 2020, she served as a Senior Vice President of PLC. From May 2008 to January 2016, she served as Vice President, Senior Human Resources Partner of PLC. Ms. Evesque has been employed by the Company and its subsidiaries since February 2005.

Mr. Harrison has been an Executive Vice President and the Chief Retail Officer of the Company since June 2022. Prior to that, Mr. Harrison was a Senior Vice President of the Company since June 2014 and of PLC since February 2020. From February 2020 to June 2022, Mr. Harrison ~~has~~served ~~been~~as President, Protection Division of the Company and PLC ~~since February 2020~~. From June 2014 to February 2020, Mr. Harrison served as Chief Product Actuary of the Company. Mr. Harrison has been employed by the Company and its subsidiaries since June 2014.

Mr. Karchunas has been a Senior Vice President of the Company since June 2009 and President, Asset Protection Division of the Company since February 2020. From January 2013 to February 2020, Mr. Karchunas served as the Senior Vice President, Asset Protection Division of the Company. Additionally, Mr. Karchunas has been a Senior Vice President of PLC since May 2010 and President, Asset Protection Division of PLC since February 2020. From January 2013 to February 2020, he served as Senior Vice President, Asset Protection Division of PLC. Mr. Karchunas has been employed by the Company and its subsidiaries since 1988.

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Mr. Passafiume has been an Executive Vice President of the Company since March 2022 and Chief Investment Officer of the Company since June 2020. From June 2008 to March 2022, he served as Senior Vice President of the Company. Prior to that, Mr. Passafiume served as Director of Fixed Income of the Company from June 2008 to June 2020. Additionally, Mr. Passafiume has served as Senior Vice President and Chief Investment Officer of PLC since June 2020. From May 2008 to June 2020, Mr. Passafiume served as Senior Vice President, Director of Fixed Income of PLC. Mr. Passafiume has been employed by the Company and its subsidiaries since January 2003.

Mr. Seurkamp has been a Senior Vice President of the Company since July 2013, and President, Retirement Division of the Company since February 2020. From March 2018 to February 2020, Mr. Seurkamp was Senior Vice President, Life and Annuity Executive of the Company. From August 2016 to March 2018, Mr. Seurkamp was Senior Vice President and Chief Distribution Officer of the Company, and from August 2016 to August 2017, he was also Chief Sales Officer of the Company. Additionally, Mr. Seurkamp has been a Senior Vice President of PLC since March 2018, and he has been President, Retirement Division of PLC since February 2020. From March 2018 to February 2020, Mr. Seurkamp was Senior Vice President, Life and Annuity Executive of PLC. Mr. Seurkamp has been employed by the Company and its subsidiaries since 2004.

President, Life and Annuity Executive of the Company. From August 2016 to March 2018, Mr. Seurkamp was Senior Vice President and Chief Distribution Officer of the Company, and from August 2016 to August 2017, he was also Chief Sales Officer of the Company. Additionally, Mr. Seurkamp has been a Senior Vice President of PLC since March 2018, and he has been President, Retirement Division of PLC since February 2020. From March 2018 to February 2020, Mr. Seurkamp was Senior Vice President, Life and Annuity Executive of PLC. Mr. Seurkamp has been employed by the Company and its subsidiaries since 2004.

Mr. Walker has been the Vice Chairman, Finance and Risk and a Director of the Company since June 2022. From February 2016 to June 2022, Mr. Walker served as Executive Vice President and Chief Financial Officer of the Company. From September 2003 to March 2017, Mr. Walker also served as Controller of the Company. From May 2004 to February 2016, Mr. Walker served as Senior Vice President of the Company, and from September 2003 to February 2016, Mr. Walker served as Chief Accounting Officer. Mr. Walker has been Executive Vice President and Chief Financial Officer of PLC since January 2016. From September 2003 to March 2017, Mr. Walker also served as Controller of PLC. From March 2004 to January 2016, Mr. Walker served as Senior Vice President of PLC, and from September 2003 to March 2017, Mr. Walker served as Chief Accounting Officer of PLC. Mr. Walker has been employed by PLC and its subsidiaries since 2002. Mr. Walker became a director of the Company on June 12, 2020. Mr. Walker brings to the Board industry and risk management experience, financial and accounting experience, as well as an in-depth knowledge of our business.

Mr. Wells has been the Chief Financial Officer and an Executive Vice President of the Company and a Director of the Company since June 2022. Prior to that, Mr. Wells had served as a Senior Vice President of the Company since June 2014 and Chief Accounting Officer of the Company since March 2017. Mr. Wells served as Controller of the Company from March 2017 to April 2020, and he served as a Vice President of the Company from July 2007 to June 2014. From July 2007 to March 2017, Mr. Wells served as Chief Financial Officer of the Life and Annuity Division of the Company. Additionally, Mr. Wells has been the Chief Financial Officer and an Executive Vice President of PLC since June 2022. Prior to that, he had served as a Senior Vice President and Chief Accounting Officer of PLC from March 2017 to June 2022. Mr. Wells served as Controller of PLC from March 2017 to April 2020, and he served a Senior Vice President and the Chief Financial Officer of the Life and Annuity Division of PLC from May 2014 to March 2017. Mr. Wells has been employed by the Company and its subsidiaries since 2007. Mr. Wells brings to the Board significant financial and accounting expertise, detailed knowledge of the Company’s business, and over 15 years of experience working at the Company.

Ms. Williams has been the Chief Operations Officer and an Executive Vice President of the Company since June 2022. Prior to that, Ms. Williams served as a Senior Vice President of the Company from November 2015 to June 2022. Ms. Williams also served as Chief Customer Officer of the Company from June 2019 until June 2022, and prior to that she served as Senior Vice President, Customer Experience, of the Company from November 2015 to June 2019. Additionally, Ms. Williams has served as the Chief Operations Officer and an Executive Vice President of PLC since June 2022. Prior to that, Ms. Williams served as Senior Vice President, Customer Experience of PLC from May 2017 to March 2019. Ms. Williams has been employed by the Company and its subsidiaries since 2015.

Executive Compensation

The Company does not have a separately designated compensation committee or other board committee which performs equivalent functions. All compensation and related decisions for the named executive officers of Protective Life are made by the Board of Directors of PLC (the “PLC Board”) upon the recommendation of the Compensation and Management Succession Committee of the PLC Board (the “PLC Compensation Committee”), which consists of four independent PLC directors. The PLC Compensation Committee retained Meridian Compensation Partners, LLC, as an independent compensation consultant for its 2023 compensation cycle, to review, assess and provide input with respect to certain aspects of the compensation program for our executive officers. The compensation consultant recommends a compensation package for our CEO. Our CEO, with advice from the compensation consultant, recommends compensation packages for our executive officers; however, he does not provide recommendations about his own compensation.

~~100~~In this section, we describe the material components of PLC’s executive compensation program in 2023 for our named executive officers, whose compensation is set forth in the Summary Compensation Table and other compensation tables contained herein:

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and Management Succession Committee of the PLC Board (the “PLC Compensation Committee”), which consists of four independent PLC directors. The PLC Compensation Committee retained Meridian Compensation Partners, LLC, as an independent compensation consultant for its 2022 compensation cycle, to review, assess and provide input with respect to certain aspects of the compensation program for our executive officers. The compensation consultant recommends a compensation package for our CEO. Our CEO, with advice from the compensation consultant, recommends compensation packages for our executive officers; however, he does not provide recommendations about his own compensation.

In this section, we describe the material components of PLC’s executive compensation program in 2022 for our named executive officers, whose compensation is set forth in the Summary Compensation Table and other compensation tables contained herein:

Named Executive Officers

~~(1)~~•Richard J. Bielen, President and Chief Executive Officer;

~~(2)~~•Paul R. Wells, Executive Vice President and Chief Financial Officer;

~~(3)~~•Steven G. Walker, Vice Chairman, Finance and Risk;

~~(4)Mark L. Drew, Executive Vice President and Chief Legal Officer;~~93

~~(5)Wade~~•Mark VL. ~~Harrison~~Drew, Executive Vice President, and Chief ~~Retail~~Legal Officer;

~~(6)~~•Aaron Seurkamp, Senior Vice President and President, Retirement Division~~; and~~

(7)Michael G. Temple, Former Vice Chairman and Chief Operating Officer

Compensation Committee Interlocks and Insider Participation. None of our executive officers has served as a member of the compensation committee (or other committee serving an equivalent function) or board of directors of any other entity whose executive officers served as a director of the Company Board or members of the PLC Board or the PLC Compensation Committee.

Compensation Philosophy

The objectives of PLC’s executive compensation program are to: 1) attract and retain the most qualified executives; 2) reward them for achieving high levels of performance; ~~and~~ 3) align the interests of our executives with the interests of Dai-ichi Life, which is the ultimate controlling parent corporation of our parent, PLC; 4) reinforce our values, mission, and culture; 5) manage risk by encouraging prudent decision-making; and 6) reflect regulatory guidance in compensation programs. To meet PLC’s executive compensation objectives, PLC designs the compensation program towith the following guiding principles: 1) reflect market practice and deliver rewards targeting the competitive market; 2) align compensation with business goals and results; 2)that ~~compete~~reinforce pay for ~~executive~~performance ~~talent~~culture and drive overall business performance; 3) ~~support~~consistently ~~risk~~apply ~~management~~programs ~~practices;~~to 4)support ~~take~~internal ~~into~~equity ~~account~~with ~~market~~flexibility ~~and~~to ~~industry~~reflect ~~pay~~geography and ~~practices~~critical skills/capabilities; and 54) besupport ~~communicated~~and ~~effectively~~reinforce sobehaviors ~~that~~consistent ~~our~~with ~~officers~~culture, ~~understand~~mission, ~~how~~values, ~~compensation~~and isprudent ~~linked to performance~~decision-making.

The key components of PLC’s executive compensation program for our executive officers are: 1) base salaries; 2) annual cash incentive awards; 3) long-term cash incentives; and 4) retirement and deferred compensation plans. The PLC Board has adopted the Protective Life Corporation Annual Incentive Plan (as amended and restated, the “AIP”) and the Protective Life Corporation Long-Term Incentive Plan (as amended and restated, the “LTIP”), under which annual and long-term cash incentives have been made available to our named executive officers.

The PLC Compensation Committee considers each component (separately and with the others) for our executive officers. The PLC Compensation Committee targets the total annual compensation package to be within a market competitive range of median pay levels for a peer group of life insurance and financial services companies that are similar to us in size and business mix. As part of this review, the PLC Compensation Committee considers the total “mix” of the base salary, annual cash incentive and long-term compensation delivered to our executive 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 performance will result in below-median total compensation. The PLC Compensation 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.

~~101~~To evaluate its implementation of this pay for performance philosophy, the PLC Compensation Committee members consider a wide range of information (including information they receive both as PLC Compensation Committee members and as PLC Board members), including: 1) PLC’s deployment of capital for acquisitions and products; 2) PLC’s adjusted operating earnings, the rate of growth of PLC’s adjusted operating earnings, and the degree of difficulty in achieving PLC’s earnings goals; 3) PLC’s financial strength (as measured by PLC’s statutory capital, RBC, and rating agency ratings); 4) PLC’s budgets, expense management, and budget variances; and 5) pay for performance analyses prepared by the compensation consultant. The PLC Compensation Committee does not place a particular weighting on any of these factors, but instead considers the information as a whole. PLC’s financial statements, including its adjusted operating earnings, are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”).

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below-median total compensation. The PLC Compensation 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.

To evaluate its implementation of this pay for performance philosophy, the PLC Compensation Committee members consider a wide range of information (including information they receive both as PLC Compensation Committee members and as PLC Board members), including: 1) PLC’s deployment of capital for acquisitions and products; 2) PLC’s adjusted operating earnings, the rate of growth of PLC’s adjusted operating earnings, and the degree of difficulty in achieving PLC’s earnings goals; 3) PLC’s financial strength (as measured by PLC’s statutory capital, RBC, and rating agency ratings); 4) PLC’s budgets, expense management, and budget variances; and 5) pay for performance analyses prepared by the compensation consultant. PLC’s financial statements, including its adjusted operating earnings, are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”). The PLC Compensation Committee does not place a particular weighting on any of these factors, but instead considers the information as a whole.

Base Salaries

Base salary is the primary fixed portion of executive pay. It compensates individuals for performing their day-to-day duties and responsibilities and provides them with a level of income certainty. Salary adjustments have historically been made in late February/early March and have been effective March 1 of that year. In making its base salary recommendations to the PLC Board, the PLC Compensation Committee considers the responsibilities of the job, individual performance, the relative value of a position, experience, comparisons to salaries for similar positions in other companies, and internal pay equity. For the CEO, the PLC Compensation Committee also considers PLC performance. No particular weighting is given to any of these factors.

The PLC Compensation Committee reviewed the performance and base salaries of our named executive officers at its February 2022 meeting. At the recommendation of the PLC Compensation Committee, the PLC Board approved the following annual base salaries (and the related percentage increases from the previously-effective base salaries) for our named executive officers, effective March 1, 2022: 1) Mr. Bielen, $1,000,000 (8.1%); 2) Mr. Walker, $600,000 (12.1%); 3) Mr. Wells, $475,000 (46.2%); 4) Mr. Drew, $580,000 (3.6%); 5) Mr. Harrison $515,000 (17.0%); 6) Mr. Seurkamp, $490,000 (3.2%); and 7) Mr. Temple $620,000 (0%).94

job, individual performance, the relative value of a position, experience, comparisons to salaries for similar positions in other companies, and internal pay equity. For the CEO, the PLC Compensation Committee also considers PLC performance. No particular weighting is given to any of these factors.

The PLC Compensation Committee reviewed the performance and base salaries of our named executive officers at its February 2023 meeting. At the recommendation of the PLC Compensation Committee, the PLC Board approved the following annual base salaries (and the related percentage increases from the previously-effective base salaries) for our named executive officers, effective March 1, 2023: 1) Mr. Bielen, $1,040,000 (4%); 2) Mr. Walker, $625,000 (4.2%); 3) Mr. Wells, $550,000 (15.8%); 4) Mr. Drew, $600,000 (3.5%); and 5) Mr. Seurkamp, $505,000 (3.1%).

Annual Incentive Plan Awards

Our executive officers are eligible for annual cash incentive opportunities under the AIP. The AIP’s purpose is to attract, retain, motivate, and reward qualified officers and key employees by providing them with the opportunity to earn competitive compensation directly linked to PLC’s performance.

The PLC Compensation Committee recommends to the PLC Board for its approval the target annual incentive opportunities and performance objectives for our executive officers for the current year. Historically, in recommending these target opportunities, the PLC Compensation Committee has considered the responsibilities of the job, individual performance, the relative value of a position, comparisons to annual incentive opportunities for similar positions in other companies, and internal pay equity. No particular weight has been given to any of these factors. There are no guaranteed minimum payments for any officer under the AIP.

Payment of annual incentives is based on achievement of one or more performance goals. The performance objectives established under the AIP shall be related to one of the following criteria, which may be determined solely by reference to the performance of PLC or a subsidiary or a division or business unit or based on comparative performance relative to other companies: net income; operating income; book value; embedded value or economic value added; return on equity, assets or invested capital; assets, sales or revenues or growth in assets, sales or revenues; efficiency or expense management; capital adequacy (including RBC); investment returns or asset quality; completion of acquisitions, financings, or similar transactions; customer service metrics; the value of new business or sales; or such other reasonable criteria as the PLC Compensation Committee may recommend and the PLC Board may approve. With respect to any executive officer, the PLC Compensation Committee may establish multiple performance objectives.

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The PLC Compensation Committee will establish a target amount for each participant in the AIP and that participant’s targeted amounts may be aggregated to create a pool to be allocated in the discretion of the PLC Compensation Committee. The PLC Compensation Committee may establish the pool in respect of any performance objective based on the extent to which the objective is met or exceeded, or the extent to which objectives are only partially achieved. The PLC Compensation Committee may provide that amounts below or in excess of the aggregate of all targets for such performance objective will be funded for performance in excess of, or at stated levels below, targeted performance. The PLC Compensation Committee may also establish a threshold level of achievement for any performance objective below which no amount shall be funded in respect of such performance objective. Additionally, the PLC Compensation Committee may, in its discretion, allocate the pool among divisions or business units, in which case the authorized manager of each division or business unit will then (i) make individual determinations regarding the contribution of each participant in his or her respective division or business unit to the achievement of the overall stated performance objectives, and (ii) recommend, for approval by the PLC Compensation Committee, the amount payable, if any, from such division or business unit allocation to each such participant.

Any other provision of the AIP to the contrary notwithstanding, (i) the PLC Compensation Committee has the right, in its sole discretion, to pay to any executive officer an annual incentive payment for such year in an amount based on individual performance or any other criteria or the occurrence of any such event that the PLC Compensation Committee deems appropriate, and (ii) the PLC Compensation Committee may, in its sole discretion, provide for a minimum incentive payment to any or all executive officers in respect of any calendar year, regardless of whether any applicable performance objectives are attained. In connection with its determination as to the extent to which any performance objective or criteria has been satisfied, the PLC Compensation Committee has full discretion to adjust the calculation of any performance objective or criteria or otherwise adjust the objectives or criteria applicable to an annual incentive payment, including, without limitation, to recognize special or nonrecurring situations or circumstances for PLC or any other subsidiary, corporation or entity (including, without limitation, changes in accounting principles) for the applicable year or any portion thereof.

of whether any applicable performance objectives are attained. In connection with its determination as to the extent to which any performance objective or criteria has been satisfied, the PLC Compensation Committee has full discretion to adjust the calculation of any performance objective or criteria or otherwise adjust the objectives or criteria applicable to an annual incentive payment, including, without limitation, to recognize special or nonrecurring situations or circumstances for PLC or any other subsidiary, corporation or entity (including, without limitation, changes in accounting principles) for the applicable year or any portion thereof.

Termination or Change in Control. Unless the PLC Compensation Committee otherwise determines to pay the executive officer a greater amount, if an officer’s employment terminates due to death, disability or, if after at least five months of employment service to PLC during such year, due to normal or early retirement under the terms of PLC’s tax-qualified pension plan (the “Qualified Pension Plan”), the executive officer will receive an annual incentive payment equal to the amount the executive officer would have received if the named officer had remained employed through the end of the year, pro-rated based on the number of days that elapsed during the year in which the termination occurs; provided, however, no such officer will be eligible to receive an annual incentive payment for such year if such officer is subject to a reduction in force or the recipient of severance. Except as provided in the prior sentence, unless the PLC Compensation Committee determines to authorize a payment, no amount will be payable to an executive officer as an annual incentive award unless the officer is still an employee of PLC or one of its subsidiaries on the date payment is made or such earlier date as the PLC Compensation Committee may specify.

~~2022~~2023 AIP Performance Goals. For ~~2022~~2023, the PLC Board established, at the recommendation of the PLC Compensation Committee, the following performance goals (weighted as shown in the table) for our named executive officers:

Goal (in millions, except percentages)	Threshold ~~(25% payout)~~		Target ~~(100% payout)~~		Maximum ~~(225% payout)~~
After-tax Adjusted Operating Income (60%)	$	210	$	350	$	420
	(25% payout)		(100% payout)		(200% payout)
After-tax Adjusted Operating Income (60%)	$	260	$	400	$	500

	(50% payout)			(100% payout)			(200% payout)
Value of New Business (30%)	$	~~130~~114		$	~~200~~176		$	~~270~~238
Expense Management (10%)(1)	$	~~690~~748		$	~~670~~726		$	~~650~~704
RBC below 350% (Negative modifier (20%))	350		%	350		%	350		%

__________________

(1)Subject to expense modifiers for costs that vary based on actual sales volumes, expenses related to new acquisitions are excluded from the expense goal.

~~103~~After-tax adjusted operating income (loss), measured from January 1 through December 31, 2023, is derived from pre-tax adjusted operating income with the inclusion of income tax expense or benefits associated with pre-tax adjusted operating income. Pre-tax adjusted operating income (loss) is calculated by adjusting “income (loss) before income tax” by excluding the following items:

~~Table~~•realized ofgains ~~Contents~~and losses on investments and derivatives,

~~After-tax~~•losses ~~adjusted operating income, measured~~ from ~~January 1 through December 31, 2022, is derived from pre-tax adjusted operating income with~~ the ~~inclusion~~impairment of ~~income~~intangible ~~tax~~assets, expense or benefits associated with pre-tax adjusted operating income. Pre-tax adjusted operating income (loss) is calculated by adjusting “income (loss) before income tax” by excluding the following items:

•~~realized~~changes ~~gains~~in ~~and~~the ~~losses~~guaranteed onliving ~~investments~~withdrawal ~~and~~benefits (“GLWB”) embedded derivatives; exclusive of the portion attributable to the economic cost of the GLWB,

•~~losses~~actual ~~from~~GLWB ~~the~~incurred ~~impairment~~claims, ~~of intangible assets;~~

•immediate impacts from changes in ~~the~~current ~~GLWB~~market ~~embedded~~conditions ~~derivatives~~on ~~exclusive~~estimates of ~~the~~future ~~portion~~profitability ~~attributable~~on tovariable ~~the~~annuity ~~economic~~and ~~cost~~variable universal life products, including impacts on deferred acquisition costs (“DAC”), value of ~~the~~business ~~GLWB;~~acquired (“VOBA”), reserves and other items,

•~~actual~~the ~~GLWB~~amortization ~~incurred~~of ~~claims;~~DAC, VOBA, and certain policy liabilities that is impacted by the exclusion of these items, and

•immediate impacts from changes in current market conditions on estimates on future profitability on variable annuity and variable universal life products, including impacts on DAC, VOBA, reserves and other items; 96

•~~the~~changes ~~amortization~~in ofthe ~~DAC,~~cash ~~VOBA,~~surrender ~~and~~value ~~certain~~of ~~policy~~company-owned ~~liabilities~~life ~~that~~insurance is(“COLI”), ~~impacted~~exclusive byof the ~~exclusion~~long-term expected return of ~~these~~the ~~items;~~underlying assets.

~~•changes~~Any lost income due to dividends paid in excess of planned amounts will be added back to determine after tax operating income. Income tax expense or benefits is allocated to the ~~fair~~items ~~value~~excluded offrom ~~company~~pre-~~owned~~tax ~~life~~adjusted ~~insurance,~~operating ~~exclusive~~income ofat the ~~long-term~~statutory ~~expected~~federal ~~return~~income tax rate of ~~the~~twenty-one ~~underlying~~percent. ~~assets;~~Income ~~and~~tax expense or benefits allocated to after-tax adjusted operating income can vary period to period based on changes in PLC’s effective income tax rate.

~~•impairment~~Value ~~losses~~of ~~recorded~~new business is measured as the expected value of new policies written from January 1 through December 31, 2023. The value of new business includes income expected to be realized in both the current year and future years. For purposes of the value of new business goal, the variable annuity business measurement is based on ~~goodwill~~a market consistent embedded value analysis. All other business is measured as present value of expected future earnings from new sales above the assumed cost of capital.

~~Income~~The ~~tax~~ expense ormanagement ~~benefits~~performance isgoal ~~allocated~~provides management with an incentive to ~~the~~prudently ~~items~~manage ~~excluded~~operating expenses and to maintain efficient operations. The expense management performance goal is measured from ~~pre-tax~~January ~~adjusted~~1 through December 31, 2023 and is defined as other operating ~~income~~expenses atbefore the ~~statutory~~effect ~~federal~~of ~~income~~policy ~~tax~~acquisition ~~rate~~cost deferrals, excluding interest expense, the effects of ~~twenty~~reinsurance, certain performance incentives, agent commissions, certain selling costs, certain expenses associated with acquisition-~~one percent.~~related ~~Income~~activity ~~tax~~(or similar strategic relationships), expenses incurred as part of long-term expense reduction initiatives, certain legal costs, certain regulatory fees or ~~benefits~~other ~~allocated~~expenses imposed on PLC, and management fees paid to ~~after~~Dai-~~tax~~ichi ~~adjusted~~Life. ~~operating~~In ~~income~~addition, ~~can~~certain ~~vary~~expense ~~period~~items toare ~~period~~considered variable and are therefore adjusted based on ~~changes~~variations in ~~PLC’s~~new ~~effective~~business ~~income tax rate~~volumes.

~~Value~~RBC ofis ~~new~~the ~~business~~company isaction ~~measured~~level as“risk ~~the~~based ~~expected~~capital” ~~value~~percentage of ~~new~~the ~~policies~~Company ~~written~~as ~~from~~of ~~January 1 through~~ December 31, ~~2022.~~2023, ~~The~~determined ~~value~~as ofset ~~new~~forth ~~business~~in ~~includes~~the ~~income~~applicable ~~expected~~instructions toestablished beby ~~realized~~the inNAIC ~~both~~and filed with the ~~current~~state ~~year~~of Tennessee, and ~~future~~based ~~years~~on SAP. ~~For~~RBC ~~purposes~~is ofintended to be a limit on the ~~value~~amount of ~~new~~risk ~~business~~PLC ~~goal~~can take, ~~the~~and ~~variable~~it ~~annuity~~requires ~~business~~a ~~measurement~~company iswith ~~based~~a onhigher aamount ~~market~~of ~~consistent~~risk ~~embedded~~to ~~value~~hold ~~analysis~~a higher amount of capital. ~~All~~The ~~other~~PLC ~~business~~Board isdetermined ~~measured~~that asthe ~~present~~overall ~~value~~results ofachieved ~~expected~~in ~~future~~adjusted operating earnings, ~~from~~expense ~~new~~management, ~~sales~~and ~~above~~capital ~~the~~deployment ~~assumed~~goals ~~cost~~would ofbe ~~capital.~~reduced by 20% if RBC was less than 350% on December 31, 2023.

The ~~expense~~amount ~~management~~payable ~~performance~~is ~~goal~~based ~~provides~~on ~~management~~each ~~with~~of anthe ~~incentive~~above-described toperformance ~~prudently~~objectives. ~~manage~~At ~~operating~~the ~~expenses~~target ~~and~~level toof ~~maintain efficient operations. The expense management~~ performance, ~~goal~~100% isof ~~measured~~the ~~from~~allocable ~~January~~portion 1of ~~through~~the ~~December~~target ~~31,~~award ~~2022~~will ~~and~~be ispayable. ~~defined~~For asachievement ~~other~~between ~~operating expenses before~~ the ~~effect~~stated ofperformance ~~policy~~levels ~~acquisition cost deferrals~~(i.e., ~~excluding~~between ~~interest~~threshold ~~expense,~~and ~~the effects of reinsurance~~target, ~~certain~~and ~~performance~~between ~~incentives,~~target ~~agent~~and ~~commissions~~maximum), ~~certain~~the ~~selling~~amount ~~costs,~~payable ~~certain~~will ~~expenses~~be ~~associated~~determined ~~with~~by ~~acquisition-related~~mathematical ~~activity~~interpolation. ~~(or~~No ~~similar~~amount ~~strategic~~is ~~relationships),~~payable ~~expenses~~below ~~incurred~~the asthreshold ~~part~~levels of ~~long-term~~performance. ~~expense~~The ~~reduction~~PLC ~~initiatives,~~Compensation ~~certain~~Committee ~~legal~~recommends ~~costs,~~to ~~certain~~the ~~regulatory~~PLC ~~fees~~Board orfor ~~other~~its ~~expenses~~determination ~~imposed~~the onachievement ~~PLC,~~of ~~and~~the ~~management~~performance ~~fees~~objectives ~~paid~~for tothe ~~Dai-ichi~~incentive ~~Life.~~opportunities Ingranted ~~addition,~~to certain ~~expense~~of ~~items~~our ~~are~~officers, ~~considered~~including ~~variable~~our ~~and~~named ~~are~~executive ~~therefore~~officers ~~adjusted based on variations~~ in ~~new~~the ~~business volumes~~previous year.

~~RBC~~At isits ~~the~~February ~~company~~2024 ~~action~~meeting, ~~level “risk based capital” percentage of~~ the ~~Company~~PLC asBoard ofdetermined ~~December 31~~that, ~~2022,~~in ~~determined~~respect asto ~~set~~2023 ~~forth~~performance: in1) ~~the~~PLC’s ~~applicable~~after-tax ~~instructions~~adjusted ~~established~~operating byincome ~~the~~was ~~NAIC~~$403 ~~and~~million; ~~filed~~2) ~~with~~PLC’s ~~the~~value ~~state~~ of ~~Tennessee,~~new ~~and~~business ~~based~~was on$244 ~~SAP.~~million; ~~RBC~~3) isPLC’s ~~intended~~expense tomanagement ~~be a limit on the~~ amount ofwas ~~risk~~$699 ~~PLC~~million ~~can~~(given ~~take,~~that ~~and~~actual itexpenses ~~requires~~were aincreased ~~company with a higher amount of risk~~ to ~~hold~~include a$4 ~~higher~~million ~~amount~~ of ~~capital. The PLC Board determined that the overall results achieved in adjusted operating earnings,~~ expense ~~management,~~modifiers); and ~~capital~~4) ~~deployment~~PLC’s ~~goals would be reduced by 20% if~~ RBC was ~~less~~approximately ~~than 350~~425% ~~on December 31, 2022~~.

The amount payable is based on each of the above-described performance objectives. At the target level of performance, 100% of the allocable portion of the target award will be payable. For achievement between the stated performance levels (i.e., between threshold and target, and between target and maximum), the amount payable will be determined by mathematical interpolation. No amount is payable below the threshold levels of performance. The

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PLC Compensation Committee recommends to the PLC Board for its determination the achievement of the performance objectives for the incentive opportunities granted to certain of our officers, including our named executive officers in the previous year.

At its February 2023 meeting, the PLC Board determined that, in respect to 2022 performance: 1) PLC’s after-tax adjusted operating income was $515 million; 2) PLC’s value of new business was $295 million; 3) PLC’s expense management amount was $658 million (given that actual expenses were increased to include $12 million of expense modifiers); and 4) PLC’s RBC was approximately 415%.

The Grants of Plan-Based Awards Table contains additional information about annual incentive payments under the AIP.

Long-Term Incentive Awards

The PLC Board adopted a long-term incentive plan that established a formula equity value for PLC under which our executive officers receive awards, payable in cash, that will increase or decrease in value as the value determined under this formula changes based on the operation of PLC’s business.

Under the LTIP, our executive officers are eligible to receive three types of incentive awards (collectively, “Awards”):

1.“Performance Unit”, an Award which becomes vested and non-forfeitable upon the attainment, in whole or in part, of performance objectives, determined by the PLC Compensation Committee, during an award period, and which is payable in cash based amounts set by the PLC Compensation Committee.

2.“Restricted Unit”, an Award which becomes vested and non-forfeitable, in whole or in part, upon the satisfaction of such conditions as shall be determined by the PLC Compensation Committee, and which is payable in cash based on PLC’s “Tangible Book Value Per Unit”, as defined in the LTIP.

3.“Parent-Based Award”, a cash-denominated Award based on the value of the common stock of PLC’s ultimate controlling parent, Dai-ichi Life or its successor over the life of the Award.

In determining the total target value of long-term incentive awards in a given year, the PLC Compensation Committee considers an executive officer’s responsibilities, performance, previous long-term incentive awards, the amount of long-term cash incentives provided to officers in similar positions at PLC’s peer companies, and internal compensation equity. No particular weight is given to any of these factors.

The PLC Compensation Committee selects the number of Awards each executive officer will be granted and the performance criteria (if any) for each Award. In the case of Performance Units, the performance objectives shall be related to at least one of the following criteria, which may be determined solely by reference to the performance of PLC or a division or subsidiary or based on comparative performance relative to other companies: (i) pre-tax and/or after-tax adjusted operating income, operating earnings, net income, operating income, book value, embedded value or economic value added of PLC or a subsidiary, division or business unit (including measures on a per share basis) or the accumulated earnings of any of the foregoing, (ii) return on equity, assets or invested capital, (iii) assets, sales or revenues, or growth in assets, sales or revenues, of PLC or a subsidiary, division or business unit, iv) efficiency or expense management (such as unit cost), (v) risk management or third-party ratings, (vi) capital adequacy (including RBC), (vii) investment returns or asset quality, (viii) premium income or earned premium, (ix) value of new business or sales, (x) negotiation or completion of acquisitions, financings or similar transactions, (xi) customer service metrics, and (xii) such other reasonable criteria as the PLC Compensation Committee may determine. In January and February 2024, the PLC Compensation Committee and the Board (respectively) approved a new modifier tied to key performance indicators that will be used, where applicable, to adjust Performance Unit payouts for participants with a title of Senior Vice President and above for awards granted in 2024 and beyond. See “Plan Design Considerations” for additional details regarding the modifier.

The PLC Compensation Committee may change the performance objectives applicable with respect to any Performance Units to reflect such factors, including changes in an executive officer’s duties or responsibilities or changes in business objectives, as the PLC Compensation Committee deems necessary or appropriate.

Termination or Change in Control. Upon termination of an executive officer’s employment, awards under the LTIP provide for different vesting and payment terms depending on the type of termination. Unless otherwise noted, any Restricted Unit Awards or Parent-Based Awards that become vested as a result of a termination of employment will be payable in accordance with the normal vesting schedule as if the officer had remained employed through the last vesting date, and any Performance Unit Awards that are earned as a result of a termination of employment will be payable as if the officer had remained employed for the duration of the award period.

~~105~~•In the case of a termination of an executive officer’s employment due to death, disability, or normal retirement, all Restricted Units and Parent-Based Awards will become fully vested and, unless the PLC Compensation Committee determines to provide for treatment that is more favorable, all Performance Units will vest pro rata based on the officer’s period of employment during the award period relative to the total length of the award period and subject to performance achieved through the end of the award period applied against the applicable performance schedules.

~~Table~~•In the case of ~~Contents~~an early retirement of an executive officer under the terms of the Qualified Pension Plan, unless the PLC Compensation Committee determines to provide for more favorable treatment, all

will be payable in accordance with the normal vesting schedule as if the officer had remained employed through the last vesting date, and any Performance Unit Awards that are earned as a result of a termination of employment will be payable as if the officer had remained employed for the duration of the award period.98

~~•In~~Performance ~~the case of a termination of an executive officer’s employment due to death~~Units, ~~disability, or normal retirement, all~~ Restricted Units and Parent-Based Awards will ~~become~~vest ~~fully~~pro ~~vested~~rata ~~and,~~based ~~unless~~on the ~~PLC~~officer’s ~~Compensation~~period ~~Committee~~of ~~determines~~employment toduring ~~provide~~the ~~for~~award ~~treatment~~period ~~that~~relative isto ~~more~~the ~~favorable,~~total ~~all~~length ~~Performance~~of ~~Units~~the ~~will~~award ~~vest~~period ~~pro~~and ~~rata~~in ~~based on~~ the ~~officer’s~~case ~~period~~ of ~~employment~~Performance ~~during~~Units, ~~the~~subject ~~award~~to ~~period~~performance ~~relative~~achieved tothrough the ~~total~~end ~~length~~ of the award period applied against the applicable performance schedules.

•In the case of an early retirement of an executive officer under the terms of the Qualified Pension Plan, unless the PLC Compensation Committee determines to provide for more favorable treatment, all Performance Units, Restricted Units and Parent-Based Awards will vest pro rata based on the officer’s period of employment during the award period relative to the total length of the award period.

•In the case of a special termination of an executive officer, which consists of a termination of employment due to (i) a divestiture of a business segment or a significant portion of the assets of PLC or (ii) a significant reduction by PLC of its work force, the PLC Compensation Committee determines to what extent, and on what terms, any unvested Restricted Unit Awards, Parent-Based Awards, and any outstanding and unpaid Performance Unit Awards will be paid.

•In the case of a termination “for cause” (as defined in the LTIP), all vested and unvested awards are forfeited.

•Otherwise, unvested amounts generally are forfeited upon termination of employment.

Termination with Advance Written Notice. Employees in Executive Vice President or above roles who accept an Award of any type under the LTIP on or after November 2, 2022 ~~are~~is eligible for special vesting treatment of his or her Awards, as described below, if such officer: (i) provides written notice to the Company of his or her intention to terminate employment at least six months in advance (the “notice period”), (ii) assists the Company with transition plans as needed during the notice period, and (iii) remains in good standing.

•In the case of a termination due to normal retirement under the terms of PLC’s Qualified Pension Plan, all Performance Units will vest in full, subject to performance achieved through the end of the award period applied against the applicable performance schedules.

•In the case of a termination due to early retirement under the terms of PLC’s Qualified Pension Plan, (i) all Restricted Units and Parent-Based Awards will vest in full, and (ii) all Performance Units will also vest in full, subject to performance achieved through the end of the award period applied against the applicable performance schedules.

The LTIP provides for special payouts of awards upon certain change of control transactions of PLC as defined in the LTIP. In the case of a change in control of PLC:

•Our executive officers will be deemed to have earned the greater of (i) 100% of the Performance Units and (ii) the percentage of such Performance Units that would derive from applying the usual schedules through the date of the change in control event, and will be settled in cash within 45 days following the date of the change in control event, based upon PLC Change in Control Book Value Per Unit, (as defined in the LTIP), if available within 10 days before such payment date; or, if PLC Change in Control Book Value Per Unit is not then available, then 90% of the value of such Performance Units, based on the PL Tangible Book Value Per Unit, (as defined in the LTIP), determined as of the most recently reported quarterly balance sheet preceding such change in control shall be paid within 45 days of the change in control, followed by an additional payment in respect of such Performance Units within 75 days of such change in control equal to the excess, if any, of (i) the Change in Control Book Value Per Unit over (ii) 90% of the PL Tangible Book Value Per Unit determined as of the most recently reported quarterly balance sheet preceding such Company change in control;

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•The Restricted Units will immediately vest in full and be settled in cash, within 45 days following the date of the change in control event, based upon PLC Change in Control Book Value Per Unit, if available within 10 days before such payment date; or, if PLC Change in Control Book Value Per Unit is not then available, then 90% of the value of such Restricted Units, based on the PL Tangible Book Value Per Unit determined as of the most recently reported quarterly balance sheet preceding such Company change in control shall be paid within 45 days of PLC change in control, followed by an additional payment in respect of such Restricted Units within 75 days of such Company change in control equal to the excess, if any, of (i) PLC Change in Control Book Value Per Unit over (ii) 90% of the PL Tangible Book Value Per Unit determined as of the most recently reported quarterly balance sheet preceding such Company change in control; and

•The Parent-Based Awards will vest immediately and be settled in cash within 60 days following the date of the change in control event, based on the Parent Stock Percentage (as defined in the LTIP) but the Final Parent Stock Value (as defined in the LTIP) shall be determined based on the average of the closing prices of Dai-ichi Life common stock on all trading days during the 30-calendar day period ended on the date on which the change in control occurs.

In addition, upon a change of control of Dai-ichi Life that results in the common stock of Dai-ichi Life no longer being actively traded on a public securities exchange (“Parent Change in Control”), the Parent-Based Awards will be converted to Restricted Units as follows: First, the dollar value of the Parent-Based Awards will be determined as of the Parent Change in Control, with the Final Parent Stock Value, (as defined in the LTIP), used to determine the Parent Stock Percentage determined using the average of the closing prices of the Parent common stock on all trading days during the 30-calendar day period ended on the date on which the Parent Change in Control occurs. The resulting dollar value of the Parent-Based Awards shall then be converted into Restricted Units by dividing such dollar value by the PL Tangible Book Value Per Unit determined as of the most recently reported quarterly balance sheet preceding the Parent Change in Control. After such conversion, the converted units will continue to be subject to the terms of the Parent-Based Award Agreement, including but not limited to, the vesting schedule and timing provisions of such agreement.

~~2022~~2023 LTIP Awards. In February ~~2022~~2023, the PLC Compensation Committee and the PLC Board determined a total target value of the long-term incentive awards to be granted to each named executive officer in ~~2022~~2023. Such awards again consisted of Performance Unit Awards, Restricted Unit Awards, and Parent-Based Awards, which will vest and may be earned in ~~2024~~2025. In ~~2022~~2023, none of our named executive officers had a guaranteed minimum target amount for awards to be granted under the LTIP.

In February ~~2022~~2023, the PLC Compensation Committee exercised its authority under the LTIP to adjust the calculation of any performance objective or criteria to recognize special or nonrecurring situations or circumstances for PLC to exclude changes in the fair value of company-owned life insurance, exclusive of the long-term expected return of the underlying assets from the calculation of after-tax adjusted operating income.

The PLC Compensation Committee considered a number of factors when it granted long-term incentive awards in ~~2022~~2023, including the desire to maintain the appropriate balance between performance-based and retention-based incentives and information provided by the compensation consultant comparing the value of PLC’s long-term incentive awards granted to named executive officers to the value provided by PLC’s compensation peer group.

The long-term incentive opportunities for our named executive officers are comprised of four separate awards:

•1.Performance Unit Awards: Performance Units are generally designed to vest based on the achievement of two objectives - cumulative after-tax adjusted operating income (“Operating Income Objective”) and average return on equity (“ROE Objective”) - over the period from January 1, ~~2022~~2023 to December 31, ~~2024~~2025 and generally subject to the named executive officer’s continued employment until the applicable payment date of the earned award (the “Performance Unit Awards”);

•2.Restricted Unit Awards: Restricted Units are generally designed to vest on December 31, ~~2024~~2025, are valued based on the tangible book value of PLC on the vesting date and are generally subject to the named executive officer’s continued employment until such respective dates (the “Restricted Unit Awards”);

~~107~~3.Parent-Based Awards: A dollar denominated award that is generally designed to vest on December 31, 2025 based on the named executive officer’s continued employment, the value of which will be adjusted to reflect the change in the value of Dai-ichi Life’s common stock over the three-year measurement period from February 1, 2023 to December 31, 2025 (the “Parent-Based Awards”); and

~~Table~~4.35% Enhanced 2021 Performance Unit Awards: For 2021, the named executive officers also received a 35% Enhanced 2021 Performance Unit Award (“Enhanced PU”) pursuant to the same provisions for vesting and performance applicable to Performance Unit Awards. The 2021 Enhanced PU is discussed herein as a Performance Unit Award unless otherwise noted. The 2021 Enhanced PU was a one-time award equal to 35% of ~~Contents~~the named executive officer’s 2021 Performance Unit Awards, Restricted Unit Awards,

•Parent-Based Awards: A dollar denominated award that is generally designed to vest on December 31, 2024 based on the named executive officer’s continued employment, the value of which will be adjusted to reflect the change in the value of Dai-ichi Life’s common stock over the three-year measurement period from February 1, 2022 to December 31, 2024 (the “Parent-Based Awards”); and100

•35% Enhanced 2021 Performance Unit Awards: For 2021, the named executive officers also received a 35% Enhanced 2021 Performance Unit Award (“Enhanced PU”) pursuant to the same provisions for vesting and performance applicable to Performance Unit Awards. The 2021 Enhanced PU is discussed herein as a Performance Unit Award unless otherwise noted. The 2021 Enhanced PU was a one-time award equal to 35% of the named executive officer’s 2021 Performance Unit Awards, Restricted Unit Awards, and Parent-Based Awards to address the lack of retention value of outstanding long-term incentive opportunities, and it ~~will~~vested ~~vest~~ on December 31, 2023.

Performance Unit Awards Granted in ~~2022~~2023. The purpose of the Performance Unit Awards is to encourage our named executive officers to focus on earnings growth and returns on equity. The number of units subject to each Performance Unit Award granted in ~~2022~~2023 is determined by dividing 50% of each named executive officer’s target long-term incentive opportunity by an amount equal to 90% of PLC’s applicable tangible book value per unit as of January 1, ~~2022~~2023. One-half of the units subject to each Performance Unit Award will be subject to achieving the ROE Objective and one-half will be subject to achieving the Operating Income Objective. The amount payable in respect of each unit can range from 0% (for performance against the applicable objective below the threshold level) to ~~225~~200% (for performance at or above maximum). One hundred percent (100%) of the award will be payable for performance at target. For achievement between the stated performance levels (i.e., between threshold and target, and between target and maximum), the amount will be determined by mathematical interpolation.

Specifically, payment with respect to the ROE Objective will be based on the following schedule:

Average Return on Equity						Percentage of Performance Units Earned Attributable to ROE Objective
Less than 3.07%						0%
Less than 3.34%						0%
3.07%						25%
3.34%						25%
4.91%						100%
4.95%						100%
5.77%						225%
6.04%						200%

There will be straight-line interpolation between each level of average return on equity to determine the exact percentage of Performance Units earned.

Payment with respect to the Operating Income Objective will be based on the following schedule:

Cumulative After-Tax Adjusted Operating Income (Dollars In Millions)						Percentage of Performance Units Earned Attributable to Operating Income Objective
Less than $765						0%
Less than $829						0%
$765						25%
$829						25%
$1,275						100%
$1,530						225%
$1,594						200%

There will be straight-line interpolation between each level of cumulative after-tax adjusted operating income to determine the exact percentage of Performance Units earned.

Restricted Unit Awards Granted in ~~2022~~2023. The purpose of the Restricted Unit Awards is to encourage our named executive officers to focus on retention and value creation. The number of Restricted Units subject to each Restricted Unit Award granted in ~~2022~~2023 was determined by dividing 40% of each named executive officer’s target long-term incentive opportunity by an amount equal to PLC’s applicable tangible book value per unit as of January 1, ~~2022~~2023. The Restricted Unit Awards vest on December 31, ~~2024~~2025 and are valued at payout based on the tangible book value of PLC on the applicable vesting date.

~~108~~Parent-Based Awards Granted in 2023. The purpose of the Parent-Based Awards is to align PLC’s and the Company’s values with our parent company. The initial cash value of the Parent-Based Awards is equal to 10% of the target long-term incentive award opportunity for each named executive officer. At vesting, the amount payable in respect of such Parent-Based Awards shall be such initial value multiplied by the percentage change in the value of the common stock of Dai-ichi Life, whether such value has increased or decreased, over the period from January 1, 2023 to December 31, 2025, as measured based on the average value of such common stock in January 2023 and December 2025, respectively.

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Parent-Based Awards Granted in 2022. The purpose of the Parent-Based Awards is to align PLC’s and the Company’s values with our parent company. The initial cash value of the Parent-Based Awards is equal to 10% of the target long-term incentive award opportunity for each named executive officer. At vesting, the amount payable in respect of such Parent-Based Awards shall be such initial value multiplied by the percentage change in the value of the common stock of Dai-ichi Life, whether such value has increased or decreased, over the period from January 1, 2022 to December 31, 2024, as measured based on the average value of such common stock in January 2022 and December 2024, respectively.

The Grants of Plan-Based Awards Table contains additional information about Awards under the LTIP.

Long-Term Incentive Awards Vested in 2022. The following long-term incentive awards were earned in 2022: (i) the second tranche of the Restricted Unit Awards that were granted in 2019 (with a four-year vesting period); (ii) the first tranche of the Restricted Unit Awards that were granted in 2020 (with a three-year vesting period); (iii) the Parent-Based Awards that were granted in 2020 (with a three-year vesting period); and (iv) the Performance Unit Awards that were granted in 2020 (with a three-year performance period that ended December 31, 2022). The performance measures related to such awards had the following levels of achievement.101

Restricted Unit Awards
Award	Performance Measure	Beginning Tangible Book Value ($ in millions)		Ending Tangible Book Value ($ in millions)		Tangible Book Value Per Unit Performance
2019 Restricted Unit Awards (4-year vest)	Tangible Book Value per Unit	$	6,017	$	7,214	$	115.17
2020 Restricted Unit Awards (3-year vest)	Tangible Book Value per Unit	$	6,713	$	7,747	$	115.42

Long-Term Incentive Awards Vested in 2023. The following long-term incentive awards were earned in 2023: (i) the second tranche of the Restricted Unit Awards that were granted in 2020 (with a four-year vesting period); (ii) the Restricted Unit Awards that were granted in 2021 (with a three-year vesting period); (iii) the Parent-Based Awards that were granted in 2021 (with a three-year vesting period); (iv) the Performance Unit Awards that were granted in 2021 (with a three-year performance period that ended December 31, 2023); and the 35% Enhanced Performance Units that were granted in 2021 (with a three-year performance period that ended December 31, 2023) that are otherwise discussed herein without distinction as Performance Units. The performance measures related to such awards had the following levels of achievement.

Parent-Based Awards
Restricted Unit Awards
Award	Performance Measure	~~Initial~~Beginning ~~Dai-ichi~~Tangible ~~Stock~~Book Value ($ in millions)			Ending Tangible Book Value ($ in millions)		~~Final Dai-ichi Stock Value~~	Tangible Book Value Per Unit Performance		~~Percentage of Award Earned~~
2020 Parent-Based Awards	Dai-ichi stock performance	1,665		yen			2,738	yen		164.51	%
2020 Restricted Unit Awards (4-year vest)	Tangible Book Value per Unit	$	6,713		$	7,973		$	118.78
2021 Restricted Unit Awards	Tangible Book Value per Unit	$	6,737		$	7,594		$	112.72

Performance Unit Awards
Parent-Based Awards
Award	Performance Measure	~~Beginning~~Initial ~~Tangible~~Dai-ichi ~~Book~~Stock Value ~~($ in millions)~~			~~Ending Tangible Book Value ($ in millions)~~		Final Dai-ichi Stock Value	~~Tangible Book Value Per Unit Performance~~		~~Actual~~Percentage ~~Result~~of ~~for~~Award ~~ROE or COE Performance Measure~~Earned			~~Percentage of Award Earned~~
2020 Performance Unit Awards	50% based on Tangible Book Value per Unit x ROE Performance (%)	$	6,713		$	7,747		$	115.42	5.13		%	44	%
2021 Parent-Based Awards	Dai-ichi stock performance	1,814		yen			3,043	yen		167.74		%
	50% of awards based on Tangible Book Value per Unit x Cumulative Operating Earnings (“COE”) Performance ($)	$	6,713		$	7,747		$	115.42	$	1,282		26	%

The amounts paid to our named executive officers based upon the applicable levels of achievement of these awards are set forth in the “Non-equity incentive plan compensation - 2022” column of the Summary Compensation Table and the applicable footnote thereto.


Performance Unit Awards
Award	Performance Measure	Beginning Tangible Book Value ($ in millions)		Ending Tangible Book Value ($ in millions)		Tangible Book Value Per Unit Performance		Actual Result for ROE or COE Performance Measure		Percentage of Award Earned
2021 Performance Unit Awards	50% based on Tangible Book Value per Unit x ROE Performance (%)	$	6,737	$	7,594	$	112.72	_4.98%		131	%
	50% of awards based on Tangible Book Value per Unit x Cumulative Operating Earnings (“COE”) Performance ($)	$	6,737	$	7,594	$	112.72	$	1,276	124	%

The amounts paid to our named executive officers based upon the applicable levels of achievement of these awards are set forth in the “Non-equity incentive plan compensation - 2023” column of the Summary Compensation Table and the applicable footnote thereto.

Retirement and Deferred Compensation Plans

PLC believes it is important to provide its employees, including our named executive officers, with the opportunity to accumulate retirement savings. All similarly-situated employees earn benefits under PLC’s tax-qualified pension plan (“Qualified Pension Plan”) using the same formula. Benefits under the Qualified Pension Plan are limited by the Internal Revenue Code. PLC believes that it should provide retirement savings without imposing the restrictions on benefits contained in the Internal Revenue Code that would otherwise limit PLC’s employees’ retirement security. Therefore, like many large companies, PLC has implemented a nonqualified excess benefit pension plan (“Nonqualified Excess Pension Plan”) that makes up the difference between: 1) the benefit determined under the Qualified Pension Plan formula, without applying these limits; and 2) the benefit actually payable under the Qualified Pension Plan, taking these limits into account. All of our named executive officers participate in the Nonqualified Excess Pension Plan.

~~109~~In addition, PLC provides a nonqualified deferred compensation plan (“DCP”) for our named executive officers and other key officers. Through December 31, 2023, eligible officers could defer: 1) up to 75% of their base salary;

~~Table of Contents~~102

~~are~~2) ~~limited~~up byto ~~the~~85% ~~Internal~~of ~~Revenue~~any ~~Code.~~annual ~~PLC~~incentive ~~believes~~award; ~~that~~and/or it3) ~~should~~up ~~provide~~to ~~retirement~~85% ~~savings~~of ~~without~~the ~~imposing~~amounts ~~the~~payable ~~restrictions~~when onPerformance ~~benefits~~Unit ~~contained~~Awards, inRestricted ~~the~~Unit ~~Internal~~Awards, ~~Revenue~~or ~~Code~~Parent-Based ~~that~~Awards ~~would~~are ~~otherwise~~earned ~~limit~~(for ~~PLC’s~~deferral ~~employees’~~elections ~~retirement~~applicable ~~security.~~to ~~Therefore,~~Restricted ~~like~~Unit ~~many~~Awards ~~large~~and ~~companies,~~Parent-Based ~~PLC~~Awards ~~has~~made ~~implemented~~prior to November 2023, a ~~nonqualified~~reduction ~~excess~~to ~~benefit~~the ~~pension~~percentages ~~plan~~applied ~~(“Nonqualified~~if ~~Excess~~the ~~Pension~~employee ~~Plan”)~~was ~~that~~or ~~makes~~would upbecome ~~the~~eligible ~~difference~~for ~~between:~~early 1or normal retirement during an award cycle). ~~the~~Prior ~~benefit~~to ~~determined~~the ~~under~~amendment to the ~~Qualified~~DCP ~~Pension~~effective ~~Plan~~on ~~formula~~January 1, ~~without~~2019, ~~applying~~certain ~~these~~senior ~~limits;~~officers ~~and~~were 2)allowed ~~the~~a ~~benefit~~maximum ~~actually~~deferral ~~payable~~up ~~under~~to ~~the~~94% ~~Qualified~~for ~~Pension~~Performance ~~Plan~~Unit Awards, ~~taking~~Restricted ~~these~~Unit ~~limits~~Awards, ~~into~~and ~~account.~~Parent-Based ~~All~~Awards of(for ~~our~~the ~~named~~Restricted ~~executive~~Unit ~~officers~~Awards ~~participate~~and inParent-Based Awards, percentages were subject to reduction if the ~~Nonqualified~~employee ~~Excess~~was ~~Pension~~or ~~Plan~~would become eligible for early or normal retirement during the award cycle).

InEmployees ~~addition,~~that ~~PLC~~contribute ~~provides~~ a ~~nonqualified~~portion ~~deferred~~of ~~compensation~~their ~~plan~~salary, ~~(“DCP”)~~overtime, ~~for~~cash ~~our~~incentives, ~~named executive officers~~ and other ~~key officers. Through December 31, 2022,~~ eligible ~~officers~~compensation ~~could defer: 1) up~~ to ~~75%~~PLC’s oftax-qualified ~~their~~401(k) ~~base~~plan ~~salary; 2~~(“401(k) ~~up to 85% of any annual incentive award; and/or 3~~Plan”) upreceive toa ~~85% of the amounts payable when Performance Unit Awards, Restricted Unit Awards, or Parent~~dollar-~~Based Awards are earned (~~for-dollar ~~the~~company ~~Restricted~~matching ~~Unit Awards and Parent-Based Awards~~contribution, ~~percentages~~ ~~are~~which ~~subject~~may tobe ~~reduction~~at if the ~~employee is eligible for early retirement). Prior to the amendment to the DCP effective on January 1, 2019, certain senior officers were allowed a~~ maximum ~~deferral up to 94~~4% ~~for~~of ~~Performance~~the ~~Unit~~employee’s ~~Awards,~~eligible ~~Restricted~~pay ~~Unit Awards, and Parent-Based Awards~~ (~~for~~which ~~the~~is ~~Restricted Unit Awards and Parent-Based Awards, percentages were~~ subject to ~~reduction~~limits ifimposed by the ~~employee~~Internal isRevenue ~~eligible for early retirement~~Code).

Employees that contribute a portion of their salary, overtime and cash incentives to PLC’s tax-qualified 401(k) plan (“401(k) Plan”) receive a dollar-for-dollar company matching contribution, which may be at the maximum 4% of the employee’s eligible pay (which is subject to limits imposed by the Internal Revenue Code).

The Pension Benefits Table and Nonqualified Deferred Compensation Arrangements Table contain additional information about our retirement and deferred compensation plans.

Perquisites and Other Benefits

PLC has other programs that help us attract and retain key talent and enhance productivity. In ~~2022~~2023, PLC provided certain perquisites to our named executive officers, including a financial and tax planning program for certain senior officers. PLC also reimburses officers for business-related meals in accordance with our standard business policies. Officers pay for all personal meals. From time to time, our named executive officers may also use PLC sponsored tickets for sporting, cultural and/or other events for personal use. PLC also provides tax gross up payments, if applicable, related to sporting events, sporting club memberships, corporate jet usage, gifts, and ~~spousal~~guest travel. In October and November 2022, respectively, the PLC Compensation Committee and Board approved the provision of perquisites by the Company to senior officers, subject in each case to an annual cap of $30,000 for ~~each of 2022 and~~ 2023; provided, however, that the cost of the CEO’s personal use of the Company aircraft is subject to the separately established policy described below and does not count towards the annual cap. The PLC Compensation Committee and Board also delegated the authority (subject to the annual cap) to the CEO to approve, or pre-approve pursuant to a policy or procedures established by the CEO, the types, categories, and amounts of perquisites to be provided to non-CEO senior officers, including more restrictive caps for certain perquisites per senior officer.

The Summary Compensation Table contains additional information about perquisites and other benefits.

Company Aircraft Policy. PLC does business in every state in the United States and has offices in several states. Our named executive officers routinely use commercial air service for business travel, and PLC generally reimburses them only for the coach fare for domestic air travel. PLC also maintains a company aircraft program in order to provide for timely and cost-effective travel to these wide-spread locations.

Under this program, PLC does not operate any aircraft, own a hangar, or employ pilots. Instead, PLC has purchased a fractional interest in two aircrafts. PLC pays a fixed annual fee per aircraft, plus a variable charge for hours actually flown, in exchange for the right to use the two aircraft for an aggregate of approximately ~~230~~225 hours per year. Our directors, officers, and employees use these aircraft for selected business trips, and, in certain circumstances, a spouse or guest of a director or officer may accompany him or her on business-related travel. All travel under the program must be approved by the Chief Executive Officer or his designee. Whether a particular trip will be made on a Company aircraft or on a commercial flight depends, in general, upon the availability 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 arrangements.

~~110~~The PLC Compensation Committee has adopted a policy that allows the CEO (and the CEO’s guests) to use PLC aircraft for personal trips for up to 25 hours per year to reduce his personal travel time and thereby increase the time he can effectively conduct Company business. The hours of use under this policy are calculated based on the incremental hourly amount charged by the operating company to PLC, such that, where the operating company charges PLC for hours of use at less than a 1:1 ratio for a particular aircraft, such ratio is applied in determining the

~~Table of Contents~~103

attotal ~~the~~number ~~destination,~~of ~~the~~hours ~~schedule~~deemed ~~and~~to ~~cost~~be ofused by the ~~commercial~~CEO ~~air~~against ~~travel,~~ the ~~number~~25-hour oflimit. ~~employees~~PLC ~~who~~does ~~are~~not ~~making~~provide ~~the~~tax ~~trip,~~reimbursement ~~the~~payments ~~expected~~with ~~travel~~respect ~~time,~~to ~~and~~this ~~the~~air ~~need for flexible~~ travel ~~arrangements~~.

~~The~~Guest ~~PLC~~Travel ~~Compensation~~Policy. ~~Committee~~If ~~has~~an ~~adopted a policy that allows the CEO (and the CEO~~employee’s ~~guests)~~spouse toor ~~use~~guest ~~PLC~~travels ~~aircraft~~with ~~for personal trips for up to 25 hours per year to reduce his personal travel time and thereby increase~~ the ~~time~~employee heon ~~can effectively conduct~~ Company business., ~~The~~and ~~hours~~their ofpresence ~~use~~is ~~under~~deemed ~~this~~necessary ~~policy~~and ~~are~~appropriate ~~calculated~~for ~~based on~~ the ~~incremental~~purpose ~~hourly~~of ~~amount charged by~~ the ~~operating~~trip, ~~company to~~ PLC, ~~such~~will ~~that,~~reimburse ~~where~~ the ~~operating~~employee ~~company charges PLC~~ for ~~hours~~the ofassociated ~~use~~travel atexpenses. ~~less~~Guest ~~than~~travel ais ~~1:1~~grossed ~~ratio~~up for ~~a particular aircraft, such ratio is applied in determining the total number of hours deemed to be used by the CEO against the 25-hour limit. PLC does not provide~~ tax ~~reimbursement payments with respect to this air travel~~purposes.

Spousal Travel Policy. If an employee’s spouse travels with the employee on Company business, and the spouse’s presence is deemed necessary and appropriate for the purpose of the trip, PLC will reimburse the employee for the associated travel expenses. Spousal travel is grossed up for tax purposes.

Compensation Policies and Practices as Related to Risk Management

The PLC Compensation Committee meets at least once a year with PLC’s Chief Risk Officer or the Vice Chairman, Finance and Risk, as the acting Chief Risk Officer, to review incentive compensation arrangements across PLC in order to identify any features that might encourage unnecessary or excessive risk taking. In conducting this review, PLC considered numerous factors pertaining to each such program, including the following: the purpose of the program; the design of the plan, including risk adjustments; the number of participants, as well as key employees or employee groups; the total amount that could be paid under the program; the ability of the participants to take actions that could influence the calculation of the compensation payable; the scope of the risks that could be created by actions taken; alignment with PLC’s risk appetite; and the manner in which PLC’s risk management policies and practices serve to reduce these risks. Based on this review, PLC has concluded that none of PLC’s compensation programs create risks that are reasonably likely to have a material adverse effect on PLC.

~~COVID-19 and~~ Plan Design Considerations

~~The~~In ~~COVID-19~~January ~~pandemic adversely impacted the Company’s~~ and ~~PLC’s~~February ~~financial performance~~2024, ~~which in turn impacted~~ the ~~performance of its incentive plans. The PLC~~ Compensation Committee ~~made adjustments in 2021 to address concerns related to the ongoing impact of the volatility~~ and ~~uncertainty of~~ the ~~COVID-19~~Board ~~pandemic~~(respectively) onapproved ~~PLC’s~~a ~~business~~new ~~and~~modifier ~~its~~tied ~~incentive plan design, and~~ to ~~make~~key ~~certain~~performance ~~broader~~indicators ~~changes~~that ~~related~~will tobe ~~the mix~~used, ~~alignment,~~where ~~and structure of the program~~applicable, ~~including~~to ~~(i)~~adjust ~~widening~~Performance ~~the~~Unit ~~performance~~payouts ~~range and payout range~~ for ~~the~~participants ~~After~~with ~~Tax~~a ~~Operating~~title ~~Income~~of ~~goal~~Senior ~~for~~Vice ~~the~~President ~~AIP~~ and ~~the~~above ~~After Tax Operating Income and Average Return on Equity goals~~ for ~~the LTIP Performance Unit~~ awards, ~~(ii)~~granted ~~providing~~in an2024 ~~enhancement~~and tobeyond. ~~the~~The ~~2021~~modifier ~~LTIP~~is ~~awards,~~designed ~~(iii)~~to ~~shifting~~measure ~~the~~economic ~~mix~~investment ofgains/losses ~~LTIP~~compared ~~awards~~ to ~~have~~an aanticipated ~~heavier~~economic ~~weight~~investment onloss ~~time-based~~set ~~awards,~~at ~~(iv)~~nine ~~changing~~basis ~~the~~points, ~~vesting~~specifically ~~schedule~~including: ~~for~~realized ~~Restricted~~gains ~~Units to 100% vesting at 3 years (a permanent change),~~ and ~~(v)~~losses ~~providing~~from ~~for~~fixed amaturity ~~possible~~securities; ~~adjustment~~impairments of ~~the~~fixed ~~performance~~maturity ~~targets~~securities; ~~for~~individually ~~Performance~~assessed ~~Unit~~current ~~awards,~~expected ascredit ~~applicable,~~loss ifreserve ~~projected~~changes ~~results~~and ~~are~~any ~~trending~~other ~~below~~realized ~~threshold.~~gain/loss Inon ~~addition~~mortgage toloans ~~addressing~~and ~~retention~~real ~~concerns,~~estate; ~~the~~realized ~~PLC~~gains ~~Compensation~~and ~~Committee~~losses ~~believes~~(including ~~that~~any ~~these~~credit ~~adjustments~~losses) ~~helped~~on toequity ~~align~~and ~~compensation~~modified ~~with~~coinsurance ~~market~~(modco) ~~practices,~~securities ~~ensured~~(excluding ~~that~~in ~~there~~each iscase, ~~reasonable pay for performance alignment for~~ the ~~benefit~~change ofin ~~Dai~~mark-~~ichi~~to-market); ~~Life, PLC~~ and ~~plan~~realized ~~participants,~~gains and ~~set~~losses ~~incentives~~from toany ~~accommodate~~other ~~greater volatility and uncertainty in PLC’s financial and operational performance~~investments. The ~~PLC~~modifier ~~Compensation Committee~~ has ~~carried~~a ~~forward~~minimum ~~certain adjustments for 2022~~ and ~~2023,~~maximum ~~including (i) maintaining the wider~~ performance ~~range~~variance ~~and~~of ~~payout~~+/-100% ~~range for the After Tax Operating Income goal for the AIP~~ and ~~the~~does ~~After~~not ~~Tax~~apply ~~Operating~~where ~~Income and Average Return on Equity goals for~~ the ~~LTIP~~performance ~~Performance~~variance ~~Unit~~is ~~awards,~~between ~~and (ii) maintaining the shift in the mix of LTIP awards to have a heavier weight on time~~+/-~~based awards (a permanent change)~~50%. ~~Notwithstanding the foregoing~~Additionally, the ~~PLC~~modifier ~~Compensation~~cannot ~~Committee~~increase ~~may revisit some of~~ the ~~previous~~performance ~~program~~score ~~adjustments~~above ~~and/~~200% or ~~apply~~reduce ~~discretion~~it ifbelow ~~external~~25%, ~~events~~and ~~out~~it ofdoes ~~management~~not ~~control~~apply ~~materially~~if ~~adversely impact~~ the performance ofscore ~~the~~is ~~incentive~~otherwise ~~program~~at 0.

~~111~~104

Table of Contents

Summary Compensation Table

The following table sets forth the total compensation earned by each of the Company’s named executive officers for the fiscal years ended December 31, ~~2022~~2023, ~~2021~~2022 and ~~2020~~2021.

Summary Compensation Table
Name and principal position with the Company(a)	Year(b)	Salary ($)(c)		~~Bonus~~Non-equity incentive plan compensation(1) ($)(dg)		~~Non-equity~~Change ~~incentive~~in ~~plan~~pension value & nonqualified deferred compensation earnings (~~1)(~~$)(gh)		~~Change~~All inother ~~pension value & nonqualified deferred~~ compensation ~~earnings~~ ($)(hi)		~~All~~Total ~~other~~Compensation ~~compensation~~($)(ij)		~~Total Compensation($)(j)~~
Richard J. Bielen	~~2022~~2023	$	~~987~~1,~~500~~033,333	$	—10,584,969	$	63,~~282~~628,~~138~~548	$	(1262,~~058,375)~~432	$	~~197~~15,~~867~~509,282	$	~~6,409,130~~
President and Chief Executive Officer (principal executive officer)	~~2021~~2022	$	~~916~~987,~~667~~500	$	—6,282,138	$	3(1,~~707~~058,~~993~~375)	$	1197,~~063,005~~867	$	~~152~~6,~~956~~409,130	$	~~5,840,621~~
	2020	$	870,833	$	—	$	2,642,039	$	2,833,979	$	120,652	$	6,467,503
	2021	$	916,667	$	3,707,993	$	1,063,005	$	152,956	$	5,840,621
Paul R. Wells(2)	~~2022~~2023	$	~~450~~537,~~000~~500	$	—1,303,046	$	1199,~~033,560~~989	$	~~(31~~49,~~618)~~592	$	372,~~959~~090,127	$	~~1,489,901~~
Executive Vice President and Chief Financial Officer (principal financial officer)	2022	$	450,000	$	1,033,560	$	(31,618)	$	37,959	$	1,489,901
Steven G. Walker	~~2022~~2023	$	~~589~~620,~~167~~833	$	—3,234,139	$	2240,~~249,687~~514	$	~~(749)~~73,234	$	564,~~527~~168,720	$	~~2,894,632~~
Vice Chairman, Finance and Risk	~~2021~~2022	$	~~527~~589,~~500~~167	$	—2,249,687	$	~~1,104,119~~(749)	$	8156,~~518~~527	$	472,~~458~~894,632	$	~~1,760,595~~
	2020	$	482,500	$	—	$	723,825	$	151,821	$	45,812	$	1,403,958
	2021	$	527,500	$	1,104,119	$	81,518	$	47,458	$	1,760,595
Mark L. Drew	~~2022~~2023	$	~~576~~596,667	$	—2,836,735	$	1113,~~890,987~~430	$	5573,~~889~~028	$	613,~~804~~619,860	$	~~2,585,347~~
Executive Vice President, Chief Legal Officer; Secretary of PLC	~~2021~~2022	$	~~557~~576,~~000~~667	$	—1,890,987	$	155,~~058,819~~889	$	5561,~~971~~804	$	512,~~516~~585,347	$	~~1,723,306~~
	2020	$	535,000	$	—	$	772,535	$	45,387	$	50,328	$	1,403,250
	2021	$	557,000	$	1,058,819	$	55,971	$	51,516	$	1,723,306
Wade V. Harrison(3)	2022	$	502,500	$	—	$	1,205,284	$	8,494	$	34,270	$	1,750,548
Aaron Seurkamp	2023	$	502,500	$	1,853,081	$	264,620	$	42,160	$	2,662,361
Executive Vice President, Chief Retail Officer
Senior Vice President and President, Retirement Division	2022	$	487,500	$	1,197,112	$	(106,607)	$	36,329	$	1,614,334
Aaron Seurkamp(4)	2022	$	487,500	$	—	$	1,197,112	$	(106,607)	$	36,329	$	1,614,334
	2021	$	472,833	$	738,337	$	39,279	$	29,963	$	1,280,412
Senior Vice President and President, Retirement Division	2021	$	472,833	$	—	$	738,337	$	39,279	$	29,963	$	1,280,412
Michael G. Temple	2022	$	317,946	$	—	$	1,613,761	$	(342,776)	$	106,382	$	1,695,313
Former Vice Chairman and Chief Operating Officer (4)	2021	$	616,667	$	—	$	1,577,980	$	80,252	$	55,573	$	2,330,472
	2020	$	590,000	$	—	$	1,044,395	$	79,505	$	54,180	$	1,768,080

__________________

(1)For ~~2022~~2023, these numbers include: (i) the following amounts of cash incentives that were paid on or prior to March 15, ~~2023~~2024 for ~~2022~~2023 performance under PLC’s AIP: Mr. Bielen, $32,~~692~~584,~~500~~400; Mr. Walker, $1,~~582~~153,~~500~~800; Mr. Wells, $~~851~~781,~~900~~000; Mr. Drew, $852,000; Mr. Seurkamp, $593,900; (ii) the following amounts with respect to the Performance Unit Awards earned with respect to the 2021-2023 performance period (granted in 2021) that were paid in cash on or prior to March 15, 2024: Mr. Bielen, $5,010,728; Mr. Walker, $1,~~223~~301,~~800~~366; Mr. ~~Harrison~~Wells, $~~923~~325,~~700~~521; Mr. Drew, $1,236,693; Mr. Seurkamp, $~~755~~781,~~200~~107; (iii) the following amounts with respect to the second installment of the Restricted Unit Awards that vested on December 31, 2023 (granted in 2020) that were paid in cash on or prior to March 15, 2024: Mr. ~~Temple~~Bielen, $~~721~~608,~~300~~154; Mr. Walker, $160,353; Mr. Wells, $41,870; Mr. Drew, $160,353; Mr. Seurkamp, $106,902; (iiiv) the following amounts with respect to the ~~Performance~~amount of the Restricted Unit Awards that vested on December 31, 2023 (granted in 2021) that were paid in cash on or prior to March 15, 2024: Mr. Bielen, $1,735,888; Mr. Walker, $450,880; Mr. Wells, $112,720; Mr. Drew, $428,336; Mr. Seurkamp, $270,528; and (v) the following amounts of Parent-Based Awards that vested on December 31, 2023 (granted in 2021), and that were paid in cash on or prior to March 15, 2024: Mr. Bielen, $645,799; Mr. Walker, $167,740; Mr. Wells, $41,935; Mr. Drew, $159,353; Mr. Seurkamp, $100,644.

~~112~~(2)Mr. Wells was not a named executive officer in 2021.

~~Table~~Column (c)-Salary. These amounts include any portion of ~~Contents~~the named executive officer’s base salary for the applicable year that such officer contributed to PLC’s 401(k) Plan or deferred under PLC’s DCP. The Nonqualified Deferred Compensation Table has more information about our named executive officers’ participation in PLC’s DCP in 2023.

~~Awards~~Column ~~earned with respect to the 2020-2022 performance period~~ (~~granted in 2020~~g)-Non-equity ~~that~~incentive ~~were~~plan ~~paid~~compensation. inFor ~~cash on or prior to March 15,~~ 2023~~: Mr. Bielen~~, ~~$919,032;~~these ~~Mr.~~amounts ~~Walker,~~reflect ~~$242,382; Mr. Wells, $63,423; Mr. Drew, $242,382; Mr. Harrison, $107,658; Mr. Seurkamp, $161,588; Mr. Temple, $323,176;~~ (~~iii~~i) the ~~following~~cash ~~amounts~~incentives ~~with respect to the second installment of the Restricted Unit Awards that vested on December 31, 2022 (granted in 2019) that were~~ paid ~~in cash~~ on or prior to March 15, ~~2023:~~2024 ~~Mr.~~for ~~Bielen,~~2023 ~~$518,265;~~performance ~~Mr.~~under ~~Walker,~~PLC’s ~~$120~~AIP,~~929;~~ ~~Mr. Wells, $38,870; Mr. Drew, $120,929; Mr. Harrison, $38,870; Mr. Seurkamp, $77,740; Mr. Temple, $164,117;~~ (ivii) the ~~following~~Performance ~~amounts with respect to the first installment of the Restricted~~ Unit Awards ~~that~~earned ~~vested~~with onrespect ~~December 31, 2022 (granted in 2020) that were paid in cash on or prior~~ to ~~March 15, 2023: Mr. Bielen, $590,950; Mr. Walker, $155,817; Mr. Wells, $40,686; Mr. Drew, $155,817; Mr. Harrison, $69,252; Mr. Seurkamp, $103,878; Mr. Temple, $207,756; and (v)~~ the ~~following amounts of Parent~~2021-~~Based~~2023 ~~Awards~~performance ~~that~~period ~~vested on December 31, 2022~~ (granted in ~~2020)~~2021, ~~and~~including ~~that~~the ~~were~~35% ~~paid~~Enhanced ~~in cash on or prior to March 15, 2023: Mr. Bielen, $561,390; Mr. Walker, $148,059; Mr. Wells, $38,681; Mr. Drew, $148,059; Mr. Harrison, $65,804; Mr. Seurkamp, $98,706; Mr. Temple, $197,412.~~

~~(2)Mr. Wells was not a named executive officer for 2020 and 2021.~~105

Performance Unit Awards also granted in 2021), and that were paid on or prior to March 15, 2024, (3iii)Mr the second installment of the Restricted Unit Awards that vested on December 31, 2023 (granted in 2020) and that were paid on or before March 15, 2024, (iv) the Restricted Unit Awards that vested on December 31, 2023 (granted in 2021) and that were paid on or before March 15, 2024, and (v) the Parent-Based Awards that vested on December 31, 2023 (granted in 2021), and that were paid on or prior to March 15, 2024. ~~Harrison~~For ~~was~~2022, ~~not~~these aamounts ~~named~~reflect ~~executive~~(i) ~~officer~~the cash incentives paid on or prior to March 15, 2023 for 2022 performance under PLC’s AIP, (ii) the Performance Unit Awards earned with respect to the 2020-2022 performance period (granted in 2020), and that were paid on or prior to March 15, 2023, (iii) the second installment of the Restricted Unit Awards that vested on December 31, 2022 (granted in 2019) and that were paid on or before March 15, 2023, (iv) the first installment of the Restricted Unit Awards that vested on December 31, 2022 (granted in 2020) and that were paid on or before March 15, 2023, and (v) the Parent-Based Awards that vested on December 31, 2022 (granted in 2020), and that were paid on or prior to March 15, 2023. For 2021, these amounts reflect (i) the cash incentives paid on or prior to March 15, 2022 for 2021 performance under PLC’s AIP, (ii) the second installment of the Restricted Unit Awards that vested on December 31, 2021 (granted in 2018) and that were paid on or before March 15, 2022, (iii) the first installment of the Restricted Unit Awards that vested on December 31, 2021 (granted in 2019) and that were paid on or before March 15, 2022, and (iv) the Parent-Based Awards that vested on December 31, 2021 (granted in 2019), and that were paid on or prior to March 15, 2022. These amounts are based on the achievement of performance goals under the AIP and the LTIP, as determined by the PLC Compensation Committee and the PLC Board. All amounts presented include any portion of the earned incentives that the named executive officer elected to contribute to PLC’s 401(k) Plan or defer under PLC’s DCP.

~~(4)Mr.~~Performance ~~Seurkamp~~Unit ~~was~~Awards, ~~not~~Restricted Unit Awards, and Parent-Based Awards granted in a ~~named~~particular ~~executive~~year ~~officer~~are not reflected in ~~2020~~the Summary Compensation Table with respect to such year. These awards, which have multi-year performance periods, are instead reflected in the Summary Compensation Table in the year in which they are earned. The Grants of Plan-Based Awards Table and the narrative that accompanies such table provide information about the Performance Unit Awards, Restricted Unit Awards, and Parent-Based Awards that were granted in 2023.

Column (5h)Mr-Change in pension value and nonqualified deferred compensation earnings. ~~Temple~~These ~~retired~~amounts represent the increase or decrease in ~~June~~the ~~2022~~actuarial present value of the named executive officer’s benefits under PLC’s tax Qualified Pension Plan and PLC’s Nonqualified Excess Pension Plan. Changes in interest rates can significantly affect these numbers from year to year. For 2023, the total change in the present value of pension benefits for each named executive officer was divided between the plans as follows:

Column (c)-Salary. These amounts include any portion of the named executive officer’s base salary for the applicable year that such officer contributed to PLC’s 401(k) Plan or deferred under PLC’s DCP. The Nonqualified Deferred Compensation Table has more information about our named executive officers’ participation in PLC’s DCP in 2022.


Name	Qualified Pension Plan		Nonqualified Excess Pension Plan		Total
Bielen	$	120,451	$	3,508,097	$	3,628,548
Wells	$	82,967	$	117,022	$	199,989
Walker	$	49,550	$	190,964	$	240,514
Drew	$	22,772	$	90,658	$	113,430
Seurkamp	$	99,598	$	165,022	$	264,620

Column (g)-Non-equity incentive plan compensation. For 2022, these amounts reflect (i) the cash incentives paid on or prior to March 15, 2023 for 2022 performance under PLC’s AIP, (ii) the Performance Unit Awards earned with respect to the 2020-2022 performance period (granted in 2020), and that were paid on or prior to March 15, 2023, (iii) the second installment of the Restricted Unit Awards that vested on December 31, 2022 (granted in 2019) and that were paid on or before March 15, 2023, (iv) the first installment of the Restricted Unit Awards that vested on December 31, 2022 (granted in 2020) and that were paid on or before March 15, 2023, and (v) the Parent-Based Awards that vested on December 31, 2022 (granted in 2020), and that were paid on or prior to March 15, 2023. For 2021, these amounts reflect (i) the cash incentives paid on or prior to March 15, 2022 for 2021 performance under PLC’s AIP, (ii) the second installment of the Restricted Unit Awards that vested on December 31, 2021 (granted in 2018) and that were paid on or before March 15, 2022, (iii) the first installment of the Restricted Unit Awards that vested on December 31, 2021 (granted in 2019) and that were paid on or before March 15, 2022, and (iv) the Parent-Based Awards that vested on December 31, 2021 (granted in 2019), and that were paid on or prior to March 15, 2022. For 2020, these amounts reflect (i) the cash incentives paid on or prior to March 15, 2021 for 2020 performance under PLC’s AIP, (ii) the second installment of the Restricted Unit Awards that vested on December 31, 2020 (granted in 2017) and that were paid on or before March 15, 2021, (iii) the first installment of the Restricted Unit Awards that vested on December 31, 2020 (granted in 2018) and that were paid on or before March 15, 2021, and (iv) the Parent-Based Awards that vested on December 31, 2020 (granted in 2018), and that were paid on or prior to March 15, 2021. These amounts are based on the achievement of performance goals under the AIP and the LTIP, as determined by the PLC Compensation Committee and the PLC Board. All amounts presented include any portion of the earned incentives that the named executive officer elected to contribute to PLC’s 401(k) Plan or defer under PLC’s DCP.

Performance Unit Awards, Restricted Unit Awards, and Parent-Based Awards granted in a particular year are not reflected in the Summary Compensation Table with respect to such year. These awards, which have multi-year performance periods, are instead reflected in the Summary Compensation Table in the year in which they are earned. The Grants of Plan-Based Awards Table and the narrative that accompanies such table provide information about the Performance Unit Awards, Restricted Unit Awards, and Parent-Based Awards that were granted in 2022.

Column (h)-Change in pension value and nonqualified deferred compensation earnings. These amounts represent the increase or decrease in the actuarial present value of the named executive officer’s benefits under PLC’s tax Qualified Pension Plan and PLC’s Nonqualified Excess Pension Plan. Changes in interest rates can

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significantly affect these numbers from year to year. For 2022, the total change in the present value of pension benefits for each named executive officer was divided between the plans as follows:

Name	Qualified Pension Plan		Nonqualified Excess Pension Plan		Total
Bielen	$	(251,777)	$	(806,598)	$	(1,058,375)
Wells	$	(35,150)	$	3,532	$	(31,618)
Walker	$	(26,507)	$	25,758	$	(749)
Drew	$	13,405	$	42,484	$	55,889
Harrison	$	(83)	$	8,577	$	8,494
Seurkamp	$	(54,584)	$	(52,023)	$	(106,607)
Temple	$	(13,156)	$	(329,620)	$	(342,776)

The Pension Benefits Table has more information about each officer’s participation in these plans.

All of our named executive officers have account balances in PLC’s DCP. The earnings on a named executive officer’s balance reflect the earnings of notional investments selected by that named executive officer. 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.

~~Column (i)—All other compensation. For 2022, these amounts include the following:~~106

All Other Compensation Table
Name	401(k) matching		Nonqualified deferred compensation plan contributions		Financial planning program		Tax Gross Up		Other perquisites		Total
Bielen	$	12,200	$	93,319	$	—	$	3,922	$	88,426	$	197,867
Wells	$	12,200	$	9,395	$	15,103	$	—	$	1,261	$	37,959
Walker	$	12,200	$	28,612	$	14,960	$	—	$	755	$	56,527
Drew	$	12,200	$	31,820	$	14,941	$	1,218	$	1,625	$	61,804
Harrison	$	12,200	$	19,160	$	—	$	637	$	2,273	$	34,270
Seurkamp	$	12,200	$	24,129	$	—	$	—	$	—	$	36,329
Temple	$	12,200	$	86,925	$	6,910	$	—	$	347	$	106,382

Column (i)—All other compensation. For 2023, these amounts include the following:

401(k) Matching. PLC’s employees can contribute a portion of their salary, overtime, cash incentives and other eligible compensation to PLC’s 401(k) Plan and receive a dollar-for-dollar company matching contribution. The maximum match is 4% of the employee’s eligible pay (which is subject to limits imposed by the Internal Revenue Code). The table shows the company match received by our named executive officers during 2022.


All Other Compensation Table
Name	401(k) matching		Nonqualified deferred compensation plan contributions		Financial planning program		Tax Gross Up		Other Perquisites		Total
Bielen	$	13,200	$	121,836	$	—	$	12,135	$	115,261	$	262,432
Wells	$	13,200	$	17,188	$	15,776	$	839	$	2,589	$	49,592
Walker	$	13,200	$	42,611	$	15,854	$	514	$	1,055	$	73,234
Drew	$	13,200	$	40,299	$	15,776	$	303	$	3,450	$	73,028
Seurkamp	$	13,200	$	28,960	$	—	$	—	$	—	$	42,160

~~Nonqualified~~401(k) ~~Deferred Compensation Plan Contributions~~Matching. ~~The~~PLC’s ~~table~~employees ~~includes,~~can ~~with~~contribute ~~respect~~a toportion ~~each~~ of ~~the~~their ~~executives~~salary, ~~supplemental~~overtime, ~~matching~~cash ~~contributions~~incentives ~~that~~and ~~PLC~~other ~~made~~eligible ~~under~~compensation to PLC’s ~~DCP~~401(k) toPlan ~~each~~and ~~named~~receive ~~executive~~a ~~officer’s~~dollar-for-dollar ~~account~~company inmatching ~~2022~~contribution. ~~with~~The ~~respect~~maximum tomatch ~~the~~is ~~officer’s~~4% ~~participation~~of inthe ~~PLC~~employee’s ~~DCP~~eligible ~~during~~pay ~~2021~~ (~~“DCP~~which ~~Supplemental~~is ~~Matching~~subject ~~Contribution”)~~to ~~and,~~limits ~~with~~imposed ~~respect~~by tothe ~~Mr.~~Internal ~~Temple,~~Revenue ~~2022~~Code). The ~~Nonqualified~~table ~~Deferred~~shows ~~Compensation~~the ~~Table~~company ~~and~~match ~~accompanying~~received ~~narrative~~by ~~provide~~our ~~more~~named ~~information~~executive ~~about~~officers ~~the~~during ~~DCP~~2023.

Nonqualified Deferred Compensation Plan Contributions. The table includes, with respect to each of the executives, supplemental matching contributions that PLC made under PLC’s DCP to each named executive officer’s account in 2023 with respect to the officer’s participation in PLC’s DCP during 2022 (“DCP Supplemental Matching Contribution”). The Nonqualified Deferred Compensation Table and accompanying narrative provide more information about the DCP.

Financial Planning Program. These amounts include fees paid for program services as well as business travel and related expenses of the financial and tax planning third-party provider.

Tax Gross-Ups. A tax gross up occurs when PLC pays the projected tax expense for certain perquisite items. The amounts paid as a tax gross up in ~~2022~~2023 ~~includes~~relate to (i) a sporting club membership, sporting tickets and related entertainment for Mr. Drew, (ii) use of the Company aircraft by Mr. Bielen and his guests for personal trips (ii$8,712), and (iii) sporting tickets and related entertainment for Mr. Bielen, Mr. Wells, Mr. Walker, and Mr. ~~Harrison~~Drew.

~~114~~Other Perquisites. These amounts include: (i) the amount we paid for a sporting club membership for Mr. Drew ($1,200); (ii) the amount we paid for sporting, cultural or other events for personal use and related entertainment for Mr. Bielen ($3,568), Mr. Drew ($2,250), Mr. Wells ($2,465), and Mr. Walker ($931), (iii) the amount we paid for gifts for Mr. Wells ($124) and Mr. Walker ($124), and (iv) the estimated incremental cost that we incurred in 2023 for Mr. Bielen and his guests to use the Company aircraft for personal trips ($111,693).

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Other Perquisites. These amounts include: (i) the amount we paid for a sporting club membership for Mr. Drew ($1,200); (ii) the amount we paid for sporting, cultural or other events for personal use and related entertainment for Mr. Bielen ($5,275), Mr. Drew ($425), Mr. Wells ($1,261), Mr. Walker ($755), Mr. Harrison ($1,641), and Mr. Temple ($315) (iii) the amount we paid for gifts for Mr. Bielen ($723), Mr. Temple ($32) and Mr. Harrison ($632), and (iv) the estimated incremental cost that we incurred in 2022 for Mr. Bielen and his guests to use the Company aircraft for personal trips ($82,428).

With respect to personal use of the corporate aircraft, the estimated incremental cost is based on incremental hourly charges and fuel allocable to the personal travel time on the aircraft, as well as any international flat fees related to the flight. From time-to-time, friends or family members of our named executive officers are accommodated as additional passengers on flights on Company aircraft. There is no incremental cost to PLC for this perquisite.

Grants of Plan-Based Awards

The long-term incentive opportunities granted to our named executive officers in ~~2022~~2023 are comprised of three separate awards: 1) Performance Unit Awards; 2) Restricted Unit Awards; and 3) Parent-Based Awards.

PLC’s annual incentive awards for ~~2022~~2023 were granted pursuant to PLC’s AIP based on target amounts for (i) after-tax adjusted operating income, (ii) value of new business, (iii) expense management, and (iv) RBC. For Mr. Seurkamp, his payout is weighted 50% to the foregoing PLC metrics and 50% to PLC’s after-tax adjusted operating income, value of new business, expense management and sales for his business unit (Retirement Division).

~~115~~107

~~Table~~This oftable ~~Contents~~presents information about: 1) the awards granted in 2023 pursuant to the LTIP which will vest in 2025 and 2) the awards granted in 2023 pursuant to the AIP, which were paid in March 2024. All awards earned under the AIP and LTIP are payable in cash.

This table presents information about: 1) the awards granted in 2022 pursuant to the LTIP which will vest in 2024 and 2) the awards granted in 2022 pursuant to the AIP, which were paid in March 2023. All awards earned under the AIP and LTIP are payable in cash.

Grants of Plan-Based Awards Table

Estimated Possible Payouts Under Non-Equity Incentive Plan Awards

Name(a)

Grant Date(b)

Compensation Committee Meeting Date

Type of Award

Number of Units

Threshold ($)(c)

Target ($)(d)

Maximum ($)(e)

Bielen

2/21/23

Annual Incentive Plan

n/a

637,000

(1)

1,820,000

(1)

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