Form 485BPOS PROTECTIVE LIFE INSURANC

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April 15, 2026 1:52 PM EDT

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As filed with the Securities and Exchange Commission on April 15, 2026

File No. 333-278664

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PRE-EFFECTIVE AMENDMENT NO. ☐

POST-EFFECTIVE AMENDMENT NO. 6 ☒

(Check Appropriate Box or Boxes)

Protective Life Insurance Company

(Name of Insurance Company)

2801 Highway 280 South

Birmingham, Alabama 35223

(Address of Insurance Company’s Principal Executive Offices)

(205) 268-1000

(Insurance Company’s Telephone Number, including Area Code)

BRANDON J. CAGE, Esquire

Protective Life Insurance Company

2801 Highway 280 South

Birmingham, Alabama, 35223

(Name and Address of Agent for Services)

Copy to:

STEPHEN E. ROTH, Esquire

THOMAS E. BISSET, Esquire

Eversheds Sutherland (US) LLP

700 Sixth Street, NW, Suite 700

Washington, D.C. 20001-3980

It is proposed that this filing will become effective (check appropriate box):

☐	Immediately upon filing pursuant to paragraph (b)
☒	On May 1, 2026 pursuant to paragraph (b)
☐	80 days after filing pursuant to paragraph (a)(1)
☐	On (date) pursuant to paragraph (a)(1) of Rule 485 under the Securities Act of 1933 (“Securities Act”)

If appropriate, check the following box:

☐	This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Check each box that appropriately characterizes the Registrant:

☐    New Registrant (as applicable, a Registered Separate Account or Insurance Company that has not filed a Securities Act registration or amendment thereto within 3 years preceding this filing)

☐	Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”))

☐    If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act

☒	Insurance Company relying on Rule 12h-7 under the Exchange Act
☐	Smaller reporting company (as defined by Rule 12b-2 under the Exchange Act)

PROSPECTUS
May 1, 2026
Protective^® Market Defender Annuity

Protective Life Insurance Company
P.O. Box 10648
Birmingham, Alabama 35202-0648
Telephone: 1-800-456-6330
Fax: 205-268-6479
www.protective.com

This Prospectus describes a limited flexible premium deferred annuity contract with fixed and index-linked features offered by Protective Life Insurance Company (the "Contract"). The Contract is designed for investors who desire to accumulate capital on a tax deferred basis for retirement or other long term investment purposes, is not a short-term investment, and is not appropriate for an investor who needs ready access to cash. It may be purchased by individuals, 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. The Contract is no longer available for purchase.

This Prospectus sets forth a description of all material features about the Contract that a prospective investor should know before investing. This Prospectus also describes all material state variations to the Contract. Information about certain investment products, including indexed annuities, has been prepared by the Securities and Exchange Commission ("SEC") staff and is available at Investor.gov.

We only accepted Purchase Payments that we received, or orders that were initiated, on or before the earlier of (1) the first Contract Anniversary, and (2) the 86^th 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, or make additional contributions to a Qualified Contract, including periodic contributions to an employer-sponsored retirement plan or an IRA. We are no longer accepting Purchase Payments.

You may allocate your Purchase Payments to fixed options, the Declared Rate Account and the Guaranteed Interest Strategy, or the various index-linked investment options (each an "Allocation Option"). Depending upon which Allocation Option you select, you will bear a greater or lesser degree of risk, and you may lose all or part of your investment.

We credit Contract Value allocated to the Declared Rate Account and the Guaranteed Interest Strategy with a rate of interest we declare in advance and which we may change from time to time in our sole discretion. The index-linked investment options provide a rate of return, positive, negative, or zero, based on the performance of Indexed Strategies over a period of time. See APPENDIX: INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT for information about the available Allocation Options.

The Contract is a complex investment and involves risks, including potential loss of principal. 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.

Each index-linked options (each an "Indexed Segment") uses an Indexed Strategy which provides the potential for investment gains (Crediting Method) and protection against investment losses (Downside Protection). We offer Crediting Methods in the form of a Participation Rate and a Cap, and Downside Protection in the form of 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 an Indexed Segment. When calculating a negative rate of return, the Floor is the maximum amount of negative Index Performance that we will credit to an Index Segment. With each Indexed Segment, you bear a risk of potential loss of principal and previously credited interest from negative index performance up to the Floor.

The maximum amount of percentage loss an investor could experience from negative Index Performance, after taking into account current Downside Protection, when an Indexed Segment is elected with a Floor of -20% to -5% during a Term.

We limit the amount an investor can earn (Crediting Method) on a particular Indexed Strategy. For Strategies with a Participation Rate, the lowest limit on Index gains that may be established is 100%. For Indexed Strategies with a Cap, the lowest limit on Index gains that may be established is 1%. The Participation Rate may be greater than but will never be less than 100% (the minimum 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 turn, limit the amount that may be credited to the investment in an Indexed Segment.

We currently offer eight Segments. We reserve the right to change or discontinue an Indexed Strategy for renewal Terms, but we guarantee that the available Segment options will always include the following: (i) the Guaranteed Interest Strategy, and (ii) an Indexed Strategy with a Floor between 0% and -10%.

If you make a withdrawal from an Indexed Segment or surrender the Contract before the Segment Maturity Date, we calculate the Interim Value of the Segment(s). 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.

You also bear a risk of potential loss of principal and previously credited interest from the application of a Market Value Adjustment and withdrawal charge from withdrawals or surrender of the Contract. Withdrawals could result in taxes and tax penalties. The withdrawal charge percentage starts at 9% and decreases to zero after the first six (6) Contract Years (the withdrawal charge period). During the withdrawal charge period, we will apply a Market Value Adjustment. A negative result from the Market Value Adjustment formula reduces the amount you receive or your Contract Value, while a positive result from the Market Value Adjustment formula increases the amount you receive or your Contract Value. During the withdrawal charge period, application of the Market Value Adjustment to a withdrawal request or a surrender that exceeds the Free Withdrawal Amount could reduce the Contract Value to less than the amount protected by any applicable Floor(s). In extreme circumstances, the maximum percentage amount of potential loss resulting from an MVA decrease can be 90%.

The Protective Life Insurance Company's obligations under the Contract are subject to its financial strength and claims-paying ability.

Please read this Prospectus carefully. You should keep a copy for future reference.

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

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

TABLE OF CONTENTS

SPECIAL TERMS					3
OVERVIEW OF THE CONTRACT					5
IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE CONTRACT					7
FEE TABLE					10
PRINCIPAL RISKS OF INVESTING IN THE CONTRACT					11
THE COMPANY AND INVESTMENT OPTIONS					13
Protective Life Insurance Company					13
Administration					13
Index-Linked Options					13
Fixed Options					21
The "Non-Unitized" Separate Account					24
DESCRIPTION OF THE CONTRACT					24
The Contract					24
Use of the Contract in Qualified Plans					24
Parties to the Contract					24
Issuance of a Contract					25
Purchase Payments					26
Right to Cancel					26
Allocation of Your Purchase Payment					27
Segment Transfers and Renewals					27
Withdrawals and Surrenders					28
THE GENERAL ACCOUNT					30
DEATH BENEFIT					31
Payment of the Death Benefit					32
Continuation of the Contract by a Surviving Spouse					32
Contract Value Death Benefit					33
Escheatment of Death Benefit					33
SUSPENSION OR DELAY IN PAYMENTS					33
SUSPENSION OF CONTRACTS					34
CHARGES AND ADJUSTMENTS					34
Market Value Adjustment					34
Withdrawal Charge					35
Free Withdrawal Amount					35
Determining the Withdrawal Charge					35
Waiver of Withdrawal Charge and Market Value Adjustment					36
Premium Taxes					37
Other Information					37
ANNUITY PAYMENTS					38
Annuity Date					38
Changing the Annuity Date					38
Contract Value					38
PayStream Plus^® Annuitization Benefit					38
Annuity Income Payments					38
Annuity Options					38
Death of Annuitant or Owner After Annuity Date					39
FEDERAL TAX MATTERS					39
Introduction					39
The Company's Tax Status					40

TAXATION OF ANNUITIES IN GENERAL					40
Tax Deferral During Accumulation Period					40
Delayed Annuity Dates					40
Taxation of Withdrawals and Surrenders					40
Taxation of Annuity Payments					41
Taxation of Death Benefit Proceeds					41
Assignments, Pledges, and Gratuitous Transfers					41
Additional Tax on Premature Distributions					42
Aggregation of Contracts					42
Exchanges of Annuity Contracts					42
Medicare Hospital Insurance Tax on Certain Distributions					43
Loss of Interest Deduction Where Contract Is Held By or For the Benefit of Certain Nonnatural Persons					43
QUALIFIED RETIREMENT PLANS					43
In General					43
Required Minimum Distributions					43
Additional Tax on Premature Distributions					44
Other Considerations					45
Direct Rollovers					46
FEDERAL INCOME TAX WITHHOLDING					47
GENERAL MATTERS					47
Error in Age or Gender					47
Incontestability					48
Non-Participation					48
Assignment or Transfer of a Contract					48
Notice					48
Modification					48
Reports					48
Settlement					48
Receipt of Payment					48
Protection of Proceeds					49
Minimum Values					49
Application of Law					49
DISTRIBUTION OF THE CONTRACTS					49
Distribution					49
Selling Broker-Dealers					49
CEFLI					50
LEGAL PROCEEDINGS					50
FINANCIAL STATEMENTS					51
APPENDIX: INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT					52
APPENDIX: INDEX SUBSTITUTION EXAMPLE					54
APPENDIX: STATE CONTRACT AVAILABILITY AND VARIATIONS OF CERTAIN FEATURES					55
APPENDIX: INDEX PUBLISHERS					58

SPECIAL TERMS

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

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.

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: The maximum percentage of positive Index Performance that will be credited to a Segment over its Term.

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

Contract: The Protective Market Defender Annuity.

Contract Anniversary: The same relative month and day as the Issue Date in each subsequent calendar year.

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.

Contract Year: The 12-month period beginning on the Issue Date or any Contract Anniversary.

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

Declared Rate Account: An account designed to receive and hold Purchase Payments and the Maturity Value of Segments until we receive further allocation instructions from you.

Downside Protection: The specific Floor applicable to an Indexed Strategy.

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.

Floor: 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.

Free Withdrawal Amount: The amount may be withdrawn each Contract Year without being subject to the Market Value Adjustment or the withdrawal charge. The available free withdrawal amount is calculated for each withdrawal requested.

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

Guaranteed Interest Segment: A Segment that uses a Guaranteed Interest Strategy.

Guaranteed Interest Strategy: A Strategy where we credit a specified rate of interest declared in advance for a Segment that will not change during the Term of the Segment.

Index Performance: The measure of the percentage increase or decrease in the Indexed Strategy's reference Index between two points in time.

Indexed Segment: A Segment that uses an Indexed Strategy.

Indexed Strategy: A Strategy comprised of one of the Indices offered with your Contract, as well as specific Crediting Method(s) and Downside Protection.

Interim Value: The value of an Indexed Segment on any day other than its Start Date and its Maturity Date.

Issue Date: The date as of which we credit the initial Purchase Payment to the Contract and the date the Contract takes effect.

Market Value Adjustment ("MVA"): An adjustment we make to your Contract Value if you take a withdrawal, or to the amount we pay you if you surrender the Contract, during the withdrawal charge 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 IWWU3 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 withdraw from your Contract Value to pay your withdrawal request or the amount we pay you if you surrender the Contract.

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

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

Participation Rate: A specified percentage of Index Performance we use to calculate Segment Return 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.

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

Segment Investment: 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.

Segment Return 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.

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 be either its Interim Value or its Maturity Value. For information on how we calculate the Segment Value, see "Segments using a Guaranteed Interest Strategy ("Guaranteed Interest Segment")" and "Segments using an Indexed Strategy ("Indexed Segment")."

Start Date: The date on 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 will be the following Business Day.

Strategy: An Allocation Option 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.

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: (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.

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

Written Notice: A notice or request submitted in writing in a form satisfactory to the Company 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.

OVERVIEW OF THE CONTRACT

Q: What is this Contract, and what is it designed to do?

A: The Protective Market Defender Annuity Contract is a limited flexible premium deferred annuity contract designed to provide long-term accumulation of assets during the accumulation phase. It can supplement your retirement income by providing a stream of income payments during the payout phase. It also includes a death benefit to protect your beneficiaries. This Contract may be appropriate if you have a long investment time horizon. It is not intended for people who may need to make early or frequent withdrawals or who need ready access to cash and may not be appropriate for you if you do not have a long-term investment horizon.

Q: How do I accumulate assets in this Contract and receive income from the Contract?

A: Your Contract has two phases: an accumulation (savings) phase and a payout (income) phase.

Accumulation (Savings) Phase. To help you accumulate assets, you can invest your Purchase Payment in:

• Fixed option Segments, the Declared Rate Account and the Guaranteed Interest Strategy, that credit Contract Value with a rate of interest we declare in advance and which we may change from time to time in our sole discretion, and index linked Segments that credit or deduct interest based, in part, on the performance of a broad based securities index over a one-year Term.

• For Contract Value allocated to the Declared Rate Account, the interest rate is declared in advance, but is not guaranteed for any specific period of time. We credit interest to your investment in the Declared Rate Account daily and will not credit a rate of interest below the minimum rate of interest we identify for that Allocation Option on the Schedule Page of your Contract.

• For Contract Value allocated to the Guaranteed Interest Strategy, we credit interest daily based on a specified rate of interest that we declare in advance and guarantee for the one-year 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.

• For Contract Value allocated to Indexed Segments, we will credit or deduct interest at the end of the one-year Term. We calculate credited interest and reductions based on percentage changes in the value of the Indexed Strategy's Index, subject to the Strategy's Crediting Method and Downside Protection. Currently we offer several Indexed Strategies that 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") (each an "Index"). Both Indexes do not reflect dividends on the securities comprising the Index, and therefore the Index Performance under the Contract does not reflect the full investment performance of those securities. You could lose a significant amount of money if the Index declined in value.

• We limit the amount an investor can earn (Crediting Method) on an Indexed Segment investment at the end of the one-year Term. We limit the amount of interest credited at the end of a Term through a Participation Rate and/or a Cap. The Participation Rate is a specified percentage of positive Index Performance used to calculate the Segment Return Amount. The Cap establishes the maximum percentage of positive Index Performance that may be used to calculate Segment Return Amount. Here is an example. For an Indexed Strategy that has a Participation Rate and a Cap, the Participation Rate will be 100% (which means there is no limit to the amount of credited interest) and the Cap is 5%, if Index Performance was 10% at the end of the Term, we will credit interest of 5% (equal to the Cap since the Index Performance was greater than the Cap).

• For Indexed Strategies with a Participation Rate, the lowest limit on Index gains that may be established is 100%. For Indexed Strategies with a Cap, the lowest limit on Index gains that may be established is 1%. For Indexed Strategies with both a Participation Rate and a Cap, the lowest limit on Index gains that may be established for the Participation Rate is 100% and for the Cap is 1%.

• We limit the amount an investor can lose (Downside Protection) on an Indexed Segment investment at the end of the one-year Term. We limit the amount of negative interest at the end of a Term through a Floor. The Floor is the maximum amount of negative Index Performance that we will credit to an Indexed Segment. Here is an example. For an Indexed Strategy with a -5% Floor, if the Index Performance was -25% at the end of the Term, we will credit -5% (even though the Index Performance loss exceeded that rate).

• We guarantee to offer Segments that include the following: (i) a Guaranteed Interest Strategy, and (ii) an Indexed Strategy with a Floor between 0% to -10%.

Additional information about the Segments in which you can invest is provided in the back of this Prospectus. See APPENDIX: INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT.

Payout (Income) Phase

You can elect to annuitize your Contract and turn your Contract Value into a stream of income payments (sometimes called annuity payments) from the Company, at which time the accumulation phase of the Contract ends. 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. The annuity payments are fixed. Please note that if you annuitize, your investments will be converted to income payments and you may no longer be able to choose to withdraw money at will from your Contract. All benefits (including the death benefit) terminate upon annuitization.

Q: What happens if I take a withdrawal or surrender the Contract before the end of a Term or a certain period?

A: You could lose a significant amount of money due to any contract adjustments made if you withdraw or surrender your Contract before the end of a Term and/or during the withdrawal charge period.

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.

Withdrawals from an Indexed Segment or surrender of the Contract before the Segment Maturity Date are subject to an Interim Value calculation. The Interim Value Calculation reflects negative Index Performance between the Start Date and the calculation date but does not take into account positive Index Performance. 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 the CONTRACT ADJUSTMENT section in the Statement of Additional Information.

We will apply a Market Value Adjustment (MVA) and, if applicable, a withdrawal charge to any withdrawal or surrender of the Contract that exceeds the Free Withdrawal Amount which may reduce the amount you receive. The withdrawal charge period is the first six (6) Contract Years. The withdrawal charge percentage starts at 9% and decreases to zero at the end of the withdrawal charge period. During the withdrawal charge 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 described above. The MVA may increase, decrease, or have no effect on the amount withdrawn or surrendered.

Q: What are the primary features and options that this Contract offers?

A: Accessing your money. Until you annuitize, you have access to your money subject to the MVA described above. You can choose to withdraw your Contract Value at any time (although if you withdraw, you may have to pay withdrawal charges, premium taxes, and income taxes, including an additional tax if you are younger than age 59¹/₂).

Tax treatment. At the end of Term (the Maturity Date), you can transfer money to a new Segment without tax implications, and earnings (if any) on your investments are generally tax-deferred. You are generally taxed when: (1) you make a withdrawal or (2) you receive an income payment from the Contract. Your beneficiary is taxed upon payment of a death benefit. For more information, see FEDERAL TAX MATTERS and TAXATION OF ANNUITIES IN GENERAL.

Death benefit. Your Contract includes a death benefit that will pay your beneficiaries if the Owner dies before the Annuity Date, less any applicable premium tax, the greater of: (A) The Declared Rate Account value plus the Segment Value(s) of all the Guaranteed Interest Segments plus the Segment Investment(s) of all the Indexed Segments (does not include Interim Value); or (B) The Contract Value plus the MVA, but only if the MVA increases the death benefit.

IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE CONTRACT

FEES, EXPENSES, AND ADJUSTMENTS
Are There Charges or Adjustments for Early Withdrawals?				Yes. If you surrender or make a withdrawal from your Contract within the first six (6) Contract Years and before the Annuity Date, you will be assessed a withdrawal charge of up to 9% on the amount of the withdrawal minus the annual free withdrawal amount. The surrender charge starts at 9% and declines to 0% over six (6) years. For example, assume you purchased a Contract with a single Purchase Payment of $100,000 and surrender the Contract during the first Contract Year. Your free withdrawal amount is $10,000 (10% x $100,000) and is not subject to a surrender charge. You will be assessed a surrender charge of up to $8,100 (9% x $90,000) on the remaining amount of your surrender request. This would be greater if there is a negative MVA, taxes, or tax penalties. For additional information about charges for surrenders and early withdrawals, see CHARGES AND ADJUSTMENTS — Withdrawal Charge in the Prospectus. If all or a portion of Contract Value is removed from an Investment Option or from the Contract before the expiration of a Term, we will apply an MVA which may be negative. In extreme circumstances, you could lose up to 90% of your investment due to the MVA. For example, if you allocated $100,000 to an Investment Option with a 1-year Term and later withdraw the entire amount before the 1-year has ended, you could lose up to $90,000 or more of your investment (Free Withdrawal Amount included). This loss will be greater if you also have to pay a surrender charge, taxes, and tax penalties. An MVA may apply if you take a withdrawal in excess of the free withdrawal amount or surrender the Contract, during the MVA period which is the first 6 Contract Years. For additional information about an MVA, see CHARGES AND ADJUSTMENTS — Market Value Adjustment in the Prospectus.
Are there Transaction Charges?				No. There are no other transaction charges.
Are There Ongoing Fees and Expenses?				Yes. There is an implicit ongoing fee on the Indexed Strategies to the extent that your participation in Index gains is limited by us through the use of a Cap, Participation Rate, or some other rate or measure. This means that your returns may be lower than the Index's returns. In return for accepting this limit on Index gains, you will receive some protection from Index losses.
RISKS
Is There a Risk of Loss from Poor Performance?				Yes. You can lose money by investing in this Contract, including loss of principal. The maximum amount of percentage loss an investor could experience from negative Index Performance after taking into account current Downside Protection when an Indexed Strategy with a Floor is elected is -20% to -5% during a Term based on the Indexed Strategy elected. We guarantee that the available Segment options will always include the following: (i) a Guaranteed Interest Strategy, and (ii) an Indexed Strategy with a Floor between 0% to -10%. For additional information about the risk of loss, see PRINCIPAL RISKS OF INVESTING IN THE CONTRACT in the Prospectus.

RISKS
Is this a Short-Term Investment?				No. This Contract is not a short-term investment and is not appropriate for an investor who needs ready access to cash. Although you are permitted to take withdrawals or surrender the Contract, surrender charges and federal and state income taxes and tax penalties may apply. Surrender charges may apply for up to six (6) years following your Purchase Payment. Withdrawals will reduce your Contract Value and death benefit. Amounts removed from a Segment or from the Contract before the end of a Term may also result in negative Contract adjustment and loss of positive index performance. Contract Value allocated to a Segment at the end of a Term, will be reallocated for a new Term based on the instructions we have on file, unless we are provided new reallocation instructions before the start of a new Term. If a particular Indexed Segment is no longer available for a new Term and you do not provide reallocation instructions, we will start a new Term using the Declared Rate Account which provides a rate of interest declared in advance and which we may change from time to time in our sole discretion. The benefits of tax deferral also mean the Contract is less beneficial to investors with a short time horizon. For additional information about the investment profile of the Contract, see PRINCIPAL RISKS OF INVESTING IN THE CONTRACT, CHARGES AND ADJUSTMENTS, FEDERAL TAX MATTERS, and TAXATION OF ANNUITIES IN GENERAL in the Prospectus.
What Are the Risks Associated with Investment Options?				An investment in this Contract is subject to the risk of poor investment performance and can vary depending on the performance of the Investment Options available under the Contract. Each Investment Option has its own unique risks. You should review the available Segments and consult with your financial professional before making an investment decision. The Participation Rate and/or Cap Rate will limit positive Index returns (e.g. limit to upside returns). This may result in you earning less than the Index return. Here are a few examples. For a Strategy with a Cap of 5%, if the Index Performance was 10% at the end of the Term, we will credit interest of 5% (equal to the Cap since the Index Performance is greater than the Cap). For a Strategy has both a Participation Rate and a Cap, the Participation Rate will be 100% (which means there is no limit to the amount of credited interest) and the Cap is 5%, if Index Performance was 10% at the end of the Term, we will credit interest of % (equal to the Cap since the Index Performance was greater than the Cap). The Floor will limit negative Index Returns (e.g. limited protection in the case of market declines). Here is an example. For a Strategy with a -5% Floor, if the Index Performance was -25% at the end of the Term, we will credit -5% (even though the Index Performance loss exceeded that rate). Currently we offer several Indexed Strategies that 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 Indexes are price return indexes, not total return indexes, and therefore 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. For additional information about the risks associated with Investment Options, see PRINCIPAL RISKS OF INVESTING IN THE CONTRACT in the Prospectus.

RISKS
What Are the Risks Related to the Insurance Company?				An investment in the Contract is subject to the risks related to the Company. Any obligations (including under the fixed options and index-linked options), guarantees, or benefits under the Contract are subject to the claims-paying ability of the Company. More information about the Company, including its financial strength ratings, is available upon request at no charge by calling us at 1-800-456-6330 or writing us at the address shown on the cover page. For additional information about Company risks, see PRINCIPAL RISKS OF INVESTING IN THE CONTRACT and THE COMPANY AND INVESTMENT OPTIONS in the Prospectus.
RESTRICTIONS
Are There Restrictions on the Investment Options?				Yes. We offer several index-linked Investment Options (each an Indexed Strategy) and a Guaranteed Interest Strategy that have a specific Term. You may not transfer all or part of the value of an existing Segment, during its Term, to any other Segment. We reserve the right to add, remove, or substitute a particular Indexed Strategy upon, or prior to, renewal. You will receive prior notification. In addition, for an existing Indexed Strategy the Participation Rate, Cap, and Floor may be different for a new Term but will be subject to any contractual minimum guarantees. For additional information about Investment Options, see THE COMPANY AND INVESTMENT OPTIONS — Index-Linked Options in the Prospectus.
Are There any Restrictions on Contract Benefits?				No.
TAXES
What Are the Contract's Tax Implications?				You should consult with a qualified tax advisor regarding the federal tax implications of an investment in, payments received under, and other transactions in connection with this Contract. If you purchase the Contract through a tax-qualified plan or individual retirement arrangement (IRA), you do not get any additional tax deferral. Generally, all earnings on the investments underlying the Contract are tax-deferred until distributed or deemed distributed. A distribution from a non-Qualified Contract, which includes a surrender, withdrawal, payment of a death benefit, or annuity income payments, will generally result in taxable income if there has been an increase in the Contract Value. In the case of a Qualified Contract, a distribution generally will result in taxable income even if there has not been an increase in the Contract Value. In certain circumstances, a 10% additional tax may also apply if the Owner takes a withdrawal before age 59¹/₂. All amounts includable 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 corporate dividends. For additional information about tax implications, see FEDERAL TAX MATTERS and TAXATION OF ANNUITIES IN GENERAL in the Prospectus.

CONFLICTS OF INTEREST
How Are Investment Professional Compensated?				We pay compensation, in the form of commissions, non-cash compensation, and asset-based compensation, to broker-dealers in connection with the promotion and sale of the Contracts. A portion of any payments made to the broker-dealers may be passed on to their registered representatives in accordance with their internal compensation programs. The prospect of receiving, or the receipt of, asset-based compensation may provide broker-dealers and/or their registered representatives with an incentive to recommend initial or continued investment in the Contracts over other variable insurance products (or other investments). You may wish to take such compensation arrangements into account when considering and evaluating any recommendation relating to the Contracts. For additional information about compensation, see DISTRIBUTION OF THE CONTRACTS in the Prospectus.
Should I Exchange My Contract?				Some investment professionals may have a financial incentive to offer you a new contract in place of the contract you already own. You should only exchange your current contract if you determine, after comparing the features, fees, and risks of both contracts, and any fees or penalties to terminate the existing contract, that it is better for you to purchase the new contract rather than continue to own your existing contract. For additional information about exchanges, see TAXATION OF ANNUITIES IN GENERAL — Exchanges of Annuity Contracts in the Prospectus.

FEE TABLE

The following tables describe the fees, expenses, and adjustments that you will pay when buying, owning, and surrendering or making withdrawals from an Investment Option or from the Contract. Please refer to your Contract specifications page for information about the specific fees you will pay each year based on the options you have elected.

The first table describes the fees and expenses that you will pay at the time you buy the Contract, surrender or make withdrawals from an Investment Option or from the Contract. State premium taxes may also be deducted.

TRANSACTION EXPENSES

Maximum Withdrawal Charge (as % of amount surrendered)⁽¹⁾

⁽¹⁾ The withdrawal charge period is the first six (6) Contract Years and is based upon the Issue Date or any Contract Anniversary. The withdrawal charge decreases over time. The total of withdrawal charges assessed will not exceed 9% of the Purchase Payments. See CHARGES AND ADJUSTMENTS — Determining the Withdrawal Charge in the Prospectus.

The next table describes the adjustments, in addition to any transaction expenses, that apply if all or a portion of the Contract value is removed from an Investment Option or from the Contract before the expiration of a specified period.

ADJUSTMENTS

Contract Adjustment* Maximum Potential Loss (as a percentage of Contract value
at the start of the crediting period or amount withdrawn, as applicable)

* Withdrawals and surrenders that exceed the Free Withdrawal Amount will have a Contract Adjustment applied. See CHARGES AND ADJUSTMENTS — Market Value Adjustment in the Prospectus.

In addition to the fees described above, we limit the amount you can earn on the index-linked investment options. This means your returns may be lower than the Index's returns. In return for accepting this limit on Index gains, you will receive some protection from Index losses.

PRINCIPAL RISKS OF INVESTING IN THE CONTRACT

Market Risk. There is a risk of substantial loss of your investment depending on the performance of each Segment to which you allocated your Contract Value. The Contract offers Indexed Segments with a risk of negative investment performance. Negative investment performance may cause your Indexed Segment performance to be negative down to the amount of the Floor. The maximum amount of percentage loss an investor could experience from negative Index Performance after taking into account current Downside Protection when an Indexed Strategy with a Floor is elected is -20% to -5% during a Term based on the Indexed Strategy elected. We guarantee that the available Segment options will always include the following: (i) a Guaranteed Interest Strategy, and (ii) an Indexed Strategy with a Floor between 0% to -10%.

Early Withdrawal Risk. The Contract is intended for retirement savings or other long-term investment purposes. It is not suitable as a short-term savings vehicle. This means if you plan to withdraw money or surrender the Contract for short-term needs, it may not be the right investment for you due to withdrawal charges, negative Market Value Adjustments, loss of interest, and the possibility of adverse tax consequences. A withdrawal charge and a negative Market Value Adjustment for withdrawals in excess of the Free Withdrawal Amount during the withdrawal charge period (the first 6 Contract Years) could be substantial. In extreme circumstances, the maximum percentage amount of potential loss resulting from a negative Market Value Adjustment can be 90%. A surrender or withdrawal may also be subject to federal and state income taxes and, if taken before 59¹/₂, an additional 10% tax.

Index-Linked Option Risk. The Contract offers Indexed Strategies for allocation of your Contract Value. The Indexed Strategies experience gains and losses based in part on the performance of an Index. Allocating to an Indexed Strategy is not an investment in the securities markets, the Index, or in the securities tracked by the Index. The Indexes are 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.

We limit the amount you can earn (Crediting Method) on a particular Indexed Strategy through a Participation Rate and/or a Cap. This means that you may earn less than the actual performance of the underlying Index being tracked by the Indexed Strategy. While each Indexed Strategy provides for the potential for investment gains, they also offer protection against investment losses (Downside Protection) through a Floor. When calculating a negative rate of return, the Floor is maximum amount of negative Index Performance that we will credit to an Indexed Strategy. This means that you will still have losses with a Floor that is not equal to 0%.

The Participation Rate and Cap are set by us at our discretion, with Participation Rates and Caps subject to contractual minimums. You risk the possibility that Participation Rates and Caps for new and renewal Indexed Strategies may not be as favorable as the Participation Rates or Caps for your current Indexed Strategies and may vary each time a new Term starts.

The Floors are also set by us at our discretion, subject to certain options that will always be available. You risk the possibility that the Floors for new and renewal Indexed Strategies may not be as favorable as the Floors for your current Indexed Strategies and may vary each time a new Term starts.

Currently, we offer several Indexed Strategies that 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"). Because each Index is 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.

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.

The MSCI EAFE Index is an equity index that captures large and mid-cap representations across developed markets in countries around the world. The securities comprising the MSCI EAFE Index are subject to the risks related to investments in foreign markets (e.g., increase price volatility, changing currency exchange rates, and greater political, regulatory, and economic uncertainty. The MSCI EAFE Index is a 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. In general, foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets.

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, at any time, including before the end of a Term, if there is a significant change in the calculation or composition of the Index, the cost to license, the cost to support the Indexed Strategies tied to the Index, or the Index is discontinued or otherwise becomes unavailable. If we substitute the Index, the performance of the new Index may differ from the original Index. This, in turn, may affect the Index Performance and affect how you want to allocate Contract Value among the available Segments. 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 Indexed Segment's Maturity Date or the date we calculate a request for a withdrawal or surrender. An Index substitution will not change the Crediting Method or Downside Protection for an existing Indexed Strategy. The performance of the new Index may not be as good as the one that it replaced and as a result your Indexed Strategy Performance may have been better if there had been no substitution. See APPENDIX B: INDEX SUBSTITUTION EXAMPLE. If we substitute the Index and you do not wish to allocate your Contract Value to the Indexed Segment available under the Contract, you may surrender your Contract, but you may be subject to a withdrawal charge and an MVA, which may result in a loss of principal and previously credited interest. A surrender may also be subject to federal and state income taxes and, if taken before age 59¹/₂, a 10% additional tax.

Contract Benefits Risk. Withdrawals can reduce the value of the Death Benefit by more than the amount withdrawn. A negative Market Value Adjustment could apply for a withdrawal made during a Term and may result in significant loss of Contact Value.

Insurance Company Risk. An investment in the Contract is subject to the risks related to Protective Life. Any obligations, guarantees, or benefits under the Contract are subject to the financial strength and claims-paying ability of Protective Life. More information about Protective Life, including its financial strength ratings, is available upon request at no charge by calling us at 1-800-456-6330 or writing to us at the address shown on the cover page of this Prospectus.

Contract Changes Risk. We reserve the right to change or discontinue an Indexed Strategy for renewal Terms, but we guarantee that the available Index Strategy options will always include an Indexed Strategy with a Floor between 0% to -10%. We regularly monitor the performance of each of the Indexed Strategies. From time to time, it may become necessary to cease offering, completely or temporarily, a particular Indexed Strategy. We reserve the right to discontinue making available new Indexed Segments when our ability to offer the underlying Indexed 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 Indexed Strategy if there is insufficient volume to justify the continuation.

Tax Consequences. Generally, all earnings are tax-deferred until withdrawn or until annuity income payments begin. If you purchase the Contract through a tax-qualified plan or IRA, you do not get any additional tax deferred benefit. Distributions (which include surrenders, withdrawals, or payment of death benefits) from non-Qualified Contracts will generally result in taxable income if Contract Value has increased. Distributions from Qualified Contracts will generally result in taxable income even if the Contract Value has not increased. All amounts includable in income with respect to the Contract are taxed at ordinary income tax rates. In certain circumstances, a 10% additional tax may also apply if the Owner takes a withdrawal before age 59¹/₂. See TAXATION OF ANNUITIES IN GENERAL.

Business Disruption and Cyber-Security Risks. We rely heavily on interconnected computer systems and digital data to conduct our business activities. Our annuity business is highly dependent upon the effective operation of our computer systems and those of our business partners, our business is vulnerable to disruptions from utility outages, and susceptible to operational and information security risks resulting from information systems failure (e.g., hardware and software malfunctions), and cyber-attacks. These risks include, among other things, the theft, misuse, corruption and destruction of data maintained online or digitally, interference with or denial of service, attacks on websites and other operational disruption and unauthorized release of confidential Owner information. Systems failures and cyber-attacks affecting us, intermediaries and other affiliated or third-party service providers may adversely affect us and your Contract Value. For instance, cyber-attacks may interfere with our processing of Contract transactions, impact our ability to calculate Contract Value, cause the release and possible destruction of confidential customer or business information, impede order processing, subject us and/or our service providers and intermediaries to litigation, regulatory fines and financial losses and/or cause reputational damage. These risks may also impact the issuers of securities that compose the Indices, which may negatively impact the Index Performance and the value of the Indexed Segments. The risk of cyber-attacks may be higher during periods of geopolitical turmoil. There can be no assurance that we or our service providers will avoid losses affecting your Contract due to cyber-attacks or information security breaches in the future.

We are also exposed to risks related to natural and man-made disasters and catastrophes, such as storms, fires, floods, earthquakes, epidemics, pandemics, malicious acts, and terrorist acts, which could adversely affect our ability to conduct business. A natural or man-made disaster or catastrophe, including a pandemic (such as the coronavirus 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 Segments. 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.

THE COMPANY AND INVESTMENT OPTIONS

Protective Life Insurance Company

The Contracts are issued by Protective Life. Protective Life is a Nebraska corporation and was founded in 1907. Following its receipt of an Order Approving Redomestication on December 20, 2024, Protective Life redomesticated from Tennessee to Nebraska, and became an insurance company domiciled in the State of Nebraska as of December 31, 2024. Protective Life's address is P.O. Box 10648, Birmingham, Alabama 35202-0648. Protective Life markets individual life insurance, credit life and disability insurance, guaranteed investment contracts, guaranteed funding agreements, fixed and variable annuities and extended service contracts. Protective Life is currently licensed to transact life insurance business in 49 states and the District of Columbia. Protective Life is the principal operating subsidiary of Protective Life Corporation ("PLC"), a U.S. insurance holding company and a wholly-owned subsidiary of Dai-ichi Life Group, Inc. ("Dai-ichi"). Dai-ichi's stock is traded on the Tokyo Stock Exchange. For more information about us, go to www.protective.com.

In reliance on the exemption provided by Rule 12h-7 of the Securities Exchange Act of 1934 ("34 Act"), we do not intend to file periodic reports as required under the 34 Act.

Protective Life is obligated to pay all amounts promised to you under the Contracts, subject to its financial strength and claims-paying ability.

Administration

Protective Life Insurance Company performs the Contract administration at its Administrative Office at 2801 Highway 280 South, Birmingham, Alabama 35223. Contract administration includes processing applications for the Contracts and subsequent Owner requests; processing Purchase Payments, transfers, surrenders and death benefit claims as well as performing record maintenance and disbursing annuity income payments.

Index-Linked Options

Indexed Segments

We will credit positive or negative interest at the end of a Term to amounts allocated to an Indexed Segment based, in part, on the performance of the Index. An investment in an Indexed Segment is not an investment in the Index or in any Index Fund. You could lose a significant amount of money if the Index declines in value. You could also lose a significant amount of money due to the Market Value Adjustment if amounts are removed from an Indexed Segment before the end of its Term.

We currently offer several Indexed Strategies for you to allocate your Contract Value. Each Indexed Strategy is composed of a Floor and Participation Rate and may include a Cap. We offer Floor options of -5%, -10%, and -20% , with each Indexed Strategy tracking the S&P 500 Price Return Index or the MSCI EAFE Price Return Index. See THE COMPANY AND INVESTMENT OPTIONS — Index-Linked Options — Indexes for more information about the Indexes.

Information regarding the features of each currently offered Indexed Segment, including the Indexed Strategy name, its type, Term length, its Index crediting method, current limit on Index loss, and the minimum limit on Index gain, is available in an appendix to this Prospectus. See APPENDIX: INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT.

We can add or remove an Indexed Strategy and change the applicable Participation Rate, Cap, and/or Floor of an Indexed Strategy from one Term to the next, including the Index and the current limits on Index gains and losses (subject to any contractual minimum guarantees).

Indexed Segment Performance and Segment Value will fluctuate daily based on the Indexed Strategy elements (e.g. Participation Rate, Cap, or Floor). For more information about the Interim Value calcuation and/or Market Value Adjustment if amounts are withdrawn before the end of a Term, see CHARGES AND ADJUSTMENTS — Market Value Adjustment and Indexed-Linked Options — 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. 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, see Indexed-Linked Options — Interim Value of an Indexed Segment.

Downside Protection

We limit the amount an investor can lose (Downside Protection) at the end of the one-year Term. We limit the amount of negative interest at the end of a Term through a Floor. The Floor is the maximum amount of negative Index Performance that we will credit to an Indexed Segment. Here is an example. For an Indexed Strategy with a -5% Floor, if the Index Performance was -25% at the end of the Term, we will credit -5% (even though the Index Performance loss exceeded that rate).

Each Indexed Strategy will have Downside Protection that will not change during the Segment Term.

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 Indexed Strategy Term, even if negative Index Performance falls below the Floor. We are currently offering Floor options of -5%, -10%, and -20%.

We guarantee to offer an Indexed Segment that includes an Indexed Strategy with a Floor between 0% and -10%.

We manage our obligation to provide downside protection, in part, by purchasing option contracts (puts and calls) on the underlying Index and fixed income investments (e.g. U.S. Treasuries) and by prospectively adjusting the current Floor on future Indexed Strategies to reflect changes in the cost of purchasing such option contracts. The price of those options varies with market conditions as does the value of those options at any given point in time. Factors that impact the cost of these hedging strategies and therefore, the Floor rates, are interrelating factors such as rising inflation, fluctuating interest rates, fluctuating stock market performance, geopolitical turmoil, and actions by governmental authorities. We also consider general economic trends and competitive factors. It is not possible to predict future performance of the markets.

When selecting an Indexed Strategy, work with your financial professional to determine your level of risk for loss in relation to an Indexed Strategy's Floor rate based on your risk tolerance, investment time horizon and financial goals. Generally, Indexed Strategies with greater Downside Protection tend to have lower Caps and Participation Rates than Indexed Strategies with less Downside Protection.

Crediting Methods

We limit the amount an investor can earn (Crediting Method) at the end of the one-year Term. We limit the amount of interest credited at the end of a Term through a Participation Rate and/or a Cap. The Participation Rate is a specified percentage of positive Index Performance used 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 Cap establishes the maximum percentage of positive Index Performance that may be used to calculate Segment Return Amount. Here is an example. For an Indexed Strategy has both a Participation Rate and a Cap, the Participation Rate will be 100% (which means there is no limit to the amount of credited interest) and the Cap is 5%, if Index Performance was 10% at the end of the Term, we will credit interest of 5% (equal to the Cap since the Index Performance was greater than the Cap).

Each Indexed Strategy will have a Crediting Method that will not change during the Segment Term. You may find the current Participation Rate and Cap for each Indexed Strategy on-line at https://protective.onlineprospectus.net/Protective/md/index.php?ctype=custom_1, and such current rate information is incorporated by reference into this Prospectus.

A Participation Rate is a specified percentage of Index Performance that we use to calculate the Segment Return Amount. The Participation Rate only applies to positive Index Performance. The Participation Rate may be greater than but will never be less than 100%

The Cap is the maximum percentage of positive Index Performance that may be used to calculate Segment Return Amount. 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, 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 Segment Return Amount will be the lesser of the actual positive percentage change in the value of the Index over the Term for the Segment or the Strategy Cap.

If an Indexed 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.

For Indexed Strategies with a Participation Rate, the lowest limit on Index gains that may be established is 100%. For Strategies with both a Participation Rate and a Cap, the lowest limit on Index gains that may be established for the Participation Rate is 100% and for the Cap is 1%.

We manage our obligation to set crediting method limits, in part, by purchasing option contracts (puts and calls) on the underlying Index and fixed income investments (e.g. U.S. Treasuries) and by prospectively adjusting the current Participation and Cap rates on future Indexed Strategies to reflect changes in the cost of purchasing such option contracts. The price of those options varies with market conditions as does the value of those options at any given point in time. Factors that impact the cost of these hedging strategies and therefore, the Floor rates, are interrelating factors such as rising inflation, fluctuating interest rates, fluctuating stock market performance, geopolitical turmoil, and actions by governmental authorities. We also consider general economic trends and competitive factors. It is not possible to predict future performance of the markets.

When selecting an Indexed Strategy, work with your financial professional to determine your level of risk for limits on potential gains in relation to an Indexed Strategy's Participation and/or Cap rates based on your risk tolerance, investment time horizon, and financial goals. Generally, when there is a greater potential for investor loss (a Floor of -20% compared to a Floor of -5%), the current Cap Rate may be higher which allows for increased gain but also increased loss.

Crediting Period (Term)

The time period beginning on the Segment Start Date and ending on the Maturity Date (including both of those days) is the Segment's Term. Generally, it is one (1) Contract Year. Strategy elements will not change during the Term. No other crediting periods are offered.

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

Segments mature on their Maturity Date. The Maturity Date is the same Wednesday (1^st or 3^rd) of the month during which the Term ends and corresponds with 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 Maturity Date.

Note, however, that while Terms are typically described in years, they are Contract Years, not calendar years, and do not correspond to annual calendar dates. So, for example, a one (1) year Term established on the 3^rd Wednesday in January will mature on the 3^rd Wednesday in January in the following calendar year. Accordingly, a Term may contain more or less than 365 days.

Amounts allocated to a Segment must remain in the Segment until the Maturity Date to be credited with all or partial interest, as applicable, to avoid a possible Market Value Adjustment in addition to potential withdrawal charges and tax consequences. Withdrawals above the Free Withdrawal Amount during the Market Value Adjustment Period or withdrawal charge period and surrenders are subject to Market Value Adjustments and withdrawal charges. For more information see CHARGES AND ADJUSTMENTS and THE COMPANY AND INVESTMENT OPTIONS.

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.

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.

Index Crediting Methodology

All Indexed Strategies use a point-to-point methodology to determine any credited interest or reduction. The beginning point is the Segment Start Date and the ending point is the Segment Maturity Date (assuming the Contract was not surrendered). Strategy performance is based on a single point in time (the Segment Maturity Date) and is not affected by Index Performance on any date between the Segment Start Date and Segment Maturity Date.

Index Performance is the measure of the percentage increase or decrease in the reference Index (S&P 500 or MSCI EAFE) starting on the Segment Start Date and ending on the Segment Maturity Date. The way we calculate Strategy performance depends upon whether Index Performance is positive or negative and the type of Crediting Method (Participation Rate and Cap as described above) and Downside Protection (Floor as described above) applicable to an Indexed Strategy. If the Index Performance was positive, the Participation Rate and Cap are applied to determine any credited interest, which could be the same or less than the Index Performance. If the Index Performance was negative, the Floor is used to determine the reduction, if any. The Floor is the maximum percentage reduction applied.

Bar Charts

The bar chart shown below provides the Index's annual returns for the last 10 calendar years, as well as the Index returns after applying a hypothetical 5% cap and a hypothetical -10% floor. The chart illustrates the variability of the returns from year to year and shows how hypothetical limits on Index gains and losses may affect these returns. Past performance is not necessarily an indication of future performance.

The performance below is NOT the performance of any Indexed Strategy. Your performance under the Contract will differ, perhaps significantly. The performance below may reflect a different return calculation, time period, and limit on Index gains and losses than the Indexed Strategy, and does not reflect Contract fees and charges, including withdrawal charges and the Market Value Adjustment, which reduce performance.

¹ The Index is a "price return index", not a "total return index", and therefore does not reflect the dividends paid on the assets composing the Index, which will reduce the Index return and cause the Index to underperform a direct investment in the securities composing the Index.

The following examples illustrate how we calculate and credit interest under each Index crediting methodology assuming hypothetical Index returns and hypothetical limits on Index gains and losses. The examples assume no withdrawals.

Assume you invested in a Strategy with a Floor of -10%, a Participation Rate of 100%, Cap of 12%, and a Segment Investment of $10,000.

Example: 12% Cap and 100% Participation Rate

Calculation:

Index Starting Value

1,000

Index Ending Value

1,150

Index Performance of 15% x Participation Rate
of 100% (15%) is greater than the Cap of 12%.

Index Gain

15%

Amount credited at Strategy Maturity

Maturity Value

$1,200

$11,200

The gain is limited to the Cap of 12%, so the
interest credited is $1,200 ($10,000 x 12%).
Maturity Value is $10,000 + $1,200 = $11,200.

Example: -10% Floor

Calculation:

Index Starting Value

1,000

Index Ending Value

850

Index Performance of -15% is a greater loss than
the Floor of -10%. The Floor represents the
maximum amount that will be deducted.

Index Loss

-15%

Amount deducted at Strategy Maturity

Maturity Value

$1,000

$9,000

The loss is limited to the Floor of -10%, so the
amount deducted is $1,000 ($10,000 x 10%).
Maturity Value is $10,000 - $1,000 = $9,000.

Determining the Value of a Segment 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 Indexes below.

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 CHARGES AND ADJUSTMENTS — Withdrawals and Surrenders and Indexed-Linked Options — 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 % = [(IV_E – IV_S) ÷ IV_S] x 100

where,

IV_E 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
IV_S 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.

• 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 interest credited or amount deducted. That result is applied to the Segment Investment to arrive at the Segment Maturity Value.

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

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

• The Participation Rate multiplied by the Index Performance percentage (100% x 20% = 20%) is greater than the Cap (13%). Under your chosen Crediting Method, the Segment earns interest at the lower of those two rates. We therefore multiply the Segment 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 Participation Rate multiplied by the Index Performance percentage (100% x 5% = 5%) is less than the Cap (13%). The Segment earns interest at the lower of those two rates. We therefore multiply the Segment Investment by the Index Performance percentage to determine that the interest earned is $500 (5% x $10,000 = $500). The Maturity Value is the Segment Investment plus the interest earned $10,000 + $500 = $10,500.

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 Segment Maturity Value as follows:

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

4. Index Performance percentage is negative and exceeds 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 Segment Maturity Value as follows:

• The Index Performance percentage (-15%) results in a greater 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). The Segment Investment is reduced by $1,000, resulting in a Segment Maturity Value of $9,000.

Because the 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.

Interim Value of an Indexed Segment

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

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

• To establish the Segment Value as the starting point for a withdrawal or surrender on a Business Day other than the Segment Maturity Date. See CHARGES AND ADJUSTMENTS — Determining the Withdrawal charge — Effect of a Withdrawal During the Withdrawal Charge Period.

The method we use to calculate the Interim Value of a Segment is generally the same method we use to calculate the value 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 percentage for the Segment on the date of withdrawal or surrender, the calculation 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.

If the 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 b) the Floor. That percentage would be multiplied by the Segment Investment to determine the actual dollar amount by which the Segment Investment would be reduced to arrive at the Interim Value.

The Interim Value calculation reflects negative Index Performance between the Start Date and the calculation date but does not take into account positive Index Performance. Positive Indexed interest is credited only on a Maturity Date. The Interim Value calculation does not take into account any applicable withdrawal charge or Market Value Adjustment.

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

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

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

2. Index Performance percentage is negative, but remains above the Floor. If the calculated Index Performance percentage for the S&P 500 Index is -5% from the Start Date to the calculation date, we will calculate the Interim Value as follows:

• The Index Performance percentage (-5%) would result in a smaller reduction in the Segment Investment than the Floor (-10%). We therefore multiply the Segment Investment by the Index Performance to calculate a $500 reduction in the Segment Investment. ($10,000 x -5% = -$500). The $500 reduction is applied to the Segment Investment for an Interim Value of $9,500.

3. Index Performance percentage is negative and 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:

• The Index Performance percentage (-15%) would result in a greater 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.

If you make a withdrawal from a Segment or surrender the Contract before the Maturity Date, we will apply an Interim Value calculation, which may result in a reduction 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.

Withdrawals during the middle of a Term reduce the Interim Value on a dollar-for-dollar basis and reduce the Segment Investment by the same proportion that the withdrawal reduces the Interim Value. The reduction in the Segment Investment is allocated on a pro-rata basis among the available Segments. See the CONTRACT ADJUSTMENT — Calculating the Interim Value of an Indexed Segment section in the Statement of Additional Information for additional examples of the Interim Value Calculation.

Indexes

Currently we offer several Indexed Strategies that 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"). Both Indexes do not reflect dividends (they are "price return indexes") on the securities comprising the Index, and therefore the Index Performance under the Contract does not reflect the full investment performance of those securities and will cause the Index to underperform a direct investment in the securities composing the Index.

The MSCI EAFE Index is an equity index that captures large and mid-cap representations across developed markets in countries around the world. The securities comprising the MSCI EAFE Index are subject to the risks related to investments in foreign markets (e.g., increase price volatility, changing currency exchange rates, and greater political, regulatory, and economic uncertainty). The MSCI EAFE Index is a 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. You can find more information about the MSCI EAFE Price Return Index by working with your financial professional.

We reserve the right to substitute an Index prior to the end of a Term. We may eliminate or substitute an Index, at any time, including before the end of a Term, if there is a significant change in the calculation or composition of the Index, the cost to license, the cost to support the Indexed Strategies tied to the Index, or the Index is discontinued or otherwise becomes unavailable.

If we substitute the Index, the performance of the new Index may differ from the original Index. This, in turn, may affect the Index Performance and affect how you want to allocate Contract Value among the available Segments. We will not substitute the Index until the new Index has been approved by the appropriate insurance regulatory authority. We would attempt to choose a substitute Index that, in our judgment, has a similar investment objective and risk profile to the replaced Index. 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's Maturity Date or the date we calculate a request for a withdrawal or surrender. An Index substitution will not change the Crediting Method or Downside Protection for an existing Indexed Strategy. The performance of the new Index may not be as good as the one that it replaced and as a result your Strategy performance may have been better if there had been no substitution. See APPENDIX B: INDEX SUBSTITUTION EXAMPLE. If we substitute the Index and you do not wish to allocate your Contract Value to the Segments available under the Contract, you may surrender your Contract, but you may be subject to a withdrawal charge and an MVA, which may result in a loss of principal and previously credited interest. A surrender may also be subject to federal and state income taxes and, if taken before age 59¹/₂, a 10% additional tax.

Fixed Options

Declared Rate Account

The default Allocation Option is the 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. You may choose to allocate all or a portion of your Purchase Payments or the Maturity Value of Segments to 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 allocate all or that portion of your Purchase Payments to the Declared Rate Account. Likewise, if you have not instructed us to allocate the Maturity Value of Segments to a new Strategy, we will allocate the Maturity Value to the Declared Rate Account. Amounts applied to the Declared Rate Account remain there until you instruct us otherwise. We will not declare an interest rate for the Declared Rate Account less than a minimum interest rate of 1%. The minimum interest rate may be higher in some states. Please consult your financial advisor for information on the current interest rate for the Declared Rate Account.

You can request to transfer amounts from the Declared Rate Account to any of the available Segments at any time up to the close of business on the day the Segment starts.

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 credit interest to your investment in the Declared Rate Account daily and will not credit a rate of interest for the Declared Rate Account below the minimum rate of

interest we identify for that Allocation Option on the Schedule Page of your Contract. See APPENDIX: INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT for the minimum interest rate. Interest credited to your investment in the Declared Rate Account will always be positive and is paid by Protective Life and subject to our claims paying ability.

The interest rate for the 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.

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

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

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

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

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

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

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

Withdrawals from the Declared Rate Account 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, see CHARGES AND ADJUSTMENTS — Market Value Adjustment.

Guaranteed Interest Segment

We credit interest to Contract Value allocated to a Guaranteed Interest Segment based on a specified rate of interest we declare in advance and guarantee for the one-year term of a Guaranteed Interest Segment. We will declare a credited rate of interest for each Segment under the Guaranteed Interest Strategy, but the minimum interest rate will not be less than 1%. The credited rate of interest is declared in advance and established on the Start Date and will not change during the Term of the Segment. We credit interest to your investment in the Guaranteed Interest Strategies daily and will not credit a rate of interest for the Guaranteed Interest Strategy below the minimum rate of interest we identify for that Allocation Option on the Schedule Page of your Contract. See APPENDIX: INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT for the minimum interest rates set forth in "Guaranteed Interest Strategy." For new Segments, we may change the interest rate for each Guaranteed Interest Strategy, subject to the minimum guaranteed interest rate.

We refer to the interest we credit for a Guaranteed Interest Segment as the Segment Return Amount. The Segment Return Amount for a Guaranteed Interest Segment will always be positive. Segment Return Amounts are paid by Protective Life and subject to our claims paying ability.

Withdrawals from the Guaranteed Interest 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, see CHARGES AND ADJUSTMENTS — Market Value Adjustment.

Determining the Value of a Segment 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.

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

• the Contract Value applied to establish the Segment; plus,

• aggregate interest added since the Segment Start Date; minus,

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

Establishing a Segment

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

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

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 Indexed Strategies, we are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws.

DESCRIPTION OF THE CONTRACT

The Contract

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

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 a number of benefits and features not provided by such retirement plans and employee benefit plans or arrangements alone. There are 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 (e.g., surrender charges) as they apply to your particular situation.

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. Protective Life may accept instructions from one Owner on behalf of all Owners. Protective Life will only issue a Contract prior to each Owner's 86^th 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:

• each new Owner's 86^th birthday is after the Issue Date; and

• each new Owner's 95^th 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 — Tax Deferral During Accumulation Period — Nonnatural Owner.

Beneficiary

The Beneficiary is the person or persons who may receive the benefits of this Contract upon the death of the 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 the 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 86^th. If the Annuitant is not an Owner and dies prior to the Annuity Date, the Owner will become the new Annuitant unless the Owner designates otherwise. However, if the Owner is a nonnatural person, the death of the Annuitant will be treated as the death of the Owner.

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 95^th 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 an 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 complete. If you provide 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 may still be complete, and we will allocate your entire Purchase Payment to the Declared Rate Account. You may transmit information necessary to complete an application to Protective Life by telephone, facsimile, or electronic media.

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

Purchase Payments

We are no longer accepting Purchase Payments. The information provided in this section is for informational purposes only. The minimum initial Purchase Payment is $25,000. The minimum subsequent Purchase Payment is $5,000. Initial and subsequent Purchase Payments are payable at our Administrative Office. We may amend this minimum subsequent Purchase Payment amount at any time. You may make Purchase Payments by check payable to Protective Life Insurance Company or by any other method we deem acceptable. All Purchase Payments will be allocated to the Declared Rate Account or transferred into one or more Segments in accordance with your allocation instructions. See DESCRIPTION OF THE CONTRACT — Allocation of Your Purchase Payments. Under certain circumstances, we may be required by law to reject a Purchase Payment.

We will only accept Purchase Payments that we receive, or orders that are initiated, on or before the earlier of (1) the first Contract Anniversary, and (2) the 86^th birthday of the oldest Owner or Annuitant. An order is initiated when you or your financial adviser submit an electronic ticket order for a Purchase Payment(s) or signed forms requesting the transfer or exchange of assets from another account or insurance contract.

Protective Life retains the right to limit the maximum aggregate Purchase 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 aggregate Purchase Payments greater than $1,000,000.

We reserve the right to limit, suspend, or reject any Purchase Payment at any time. We may also limit the available Allocation Options, following written notice to Contract Owners. We may do so for all Contracts or only certain classes of Contracts.

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 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 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 advisor prior to purchasing the Contract.

Right to Cancel

The Contract is no longer offered to new purchasers. 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 who sold it. If state law requires, this "free look" period may be longer than 10 days.

Generally, if you cancel your Contract during your "free look" period, we will not assess a withdrawal charge and your refund will equal whatever your Contract Value is, plus or minus the Market Value Adjustment, on the day that we receive your Contract 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 C 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.

Other material state variations may apply. See APPENDIX C: STATE CONTRACT AVAILABILITY AND VARIATIONS OF CERTAIN FEATURES 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 Payments, we reserve the right to 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.

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.

Our Administrative Office, or your financial professional, can provide you with the cancellation instructions.

Allocation of Your Purchase Payment

You may allocate your Purchase Payments to the Declared Rate Account or one or more Strategies. The total number of Segments that may be active under a Contract at any time is 100. Allocations must be in dollars or whole percentages.

We do not require allocation instructions for your application to be complete, but an Owner may indicate in the application how their initial Purchase Payment is to be allocated among the Allocation Options. The default 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 allocate all or that portion of your Purchase Payments to the Declared Rate Account. You must provide us new allocation instructions for any subsequent Purchase Payments, otherwise your Purchase Payments will be allocated to the Declared Rate Account.

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.

Segment Transfers and Renewals

At the end of the Segment Term (i.e., the Maturity Date), you may use all or part of the Maturity Value to renew the Segment or 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 the Declared Rate Account before the Segment Maturity Date. You may re-allocate your Contract Value among the available Segments only on the Maturity Date and only if the Maturity Date occurs before your Annuity Date.

Restrictions on Transfers of During a Segment Term

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 existing Segment's Maturity Date.

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 either of these transactions will be treated as not in Good Order and will not be honored.

Automatic Segment Renewal

Anytime during a Segment Term, you may instruct us to automatically allocate Maturity value into a new Segment using the same Strategy, Term, and Downside Protection, if we are offering it at that time. Since the Participation Rate and Caps are guaranteed only for a single Term and are set by us from time to time, the Crediting Method for the renewal Segment may or may not be the same Crediting Method of the maturing Segment.

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

If you instructed us to automatically renew a particular Indexed Strategy on a Segment's Maturity Date, and we do not offer that Indexed Strategy at that time, the Segment's Maturity Value will be transferred to the Declared Rate Account. You will be notified in writing that this has occurred, and provided the opportunity to reallocate the amount on the next Segment Start Date to the then available Strategies. The Segment Maturity Value you instructed us to allocate to the no longer available Indexed Strategy will remain in the Declared Rate Account until you provide us new allocation instructions.

Transfer of Maturity Value on a Maturity Date

Not less than 30 days before the Maturity Date for a Segment, we will advise you of 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. Because the notice will be sent to you well in advance of the Maturity Date, it will not include the Maturity Value for the Segment, nor will it provide information on the Strategies that will be offered on the Maturity Date.

Not less than two weeks prior to the 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:

• 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.

On a Maturity Date, you may transfer all or part of the Maturity Value to the Declared Rate Account, or you may use all or part of the Maturity Value to establish new Segments selected from amount the Strategies we offer at that time, provided your allocation instructions conform to the requirements and restrictions in effect at that time. See THE COMPANY AND INVESTMENT OPTIONS — Index-Linked Options — Establishing a Segment and Fixed Options — Establishing a Segment. We must receive your allocation instructions not later than 4 p.m. Eastern on the Maturity Date and your instructions must conform to the requirements and restrictions in effect at that time. If we do not receive instructions by that time, the Maturity Value will be transferred to the Declared Rate Account. See DESCRIPTION OF THE CONTRACT — Strategy Transfers and Renewals and DESCRIPTION OF THE CONTRACT — Allocation of Your Purchase Payment.

If we do not receive new instructions by that time and you have not opted for automatic rebalancing, we will follow the instructions we have on file, and we will apply the Segment's entire Maturity Value to a new Segment, as long as we are offering it at that time, with the same Term, Downside Protection as the maturing Strategy. You assume the risk that the Strategy elements for the new Strategy may be less favorable than the Strategy elements under the maturing Strategy and other Strategies that we currently offer. However, the Cap and Participation Rate for the new Strategy will be those currently offered and may be different that those associated with the maturing Segment.

Discontinuing a Strategy on Renewal

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.

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 59¹/₂. See TAXATION OF ANNUITIES IN GENERAL — Taxation of Withdrawals and Surrenders.

Free Withdrawal Amount

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 THE COMPANY AND INVESTMENT OPTIONS — Indexed-Linked Options — 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.

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.

Withdrawals and surrenders during the withdrawal charge period that exceed the Free Withdrawal Amount are subject to an MVA and a withdrawal charge, see CHARGES AND ADJUSTMENTS — Market Value Adjustment.

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.

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.

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.

To see how we calculate withdrawals and adjust for a net withdrawal request versus a gross withdrawal request, please refer to CONTRACT ADJUSTMENT section in the Statement of Additional Information.

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.

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.

THE GENERAL ACCOUNT

The Declared Rate Account has not been, and is not required to be, registered with the SEC under the Securities Act of 1933, as amended (the "1933 Act"), and neither these accounts nor the Company's general account have been registered as an investment company under the 1940 Act. Therefore, neither the Declared Rate Account, the Company's general account, nor any interests therein are generally subject to regulation under the 1933 Act or the 1940 Act. The disclosures relating to the Declared Rate Account included in this Prospectus are for the Owner's information. However, such disclosures are subject to certain generally applicable provisions of federal securities law relating to the accuracy and completeness of statements made in prospectuses.

The Declared Rate Account is the default Allocation Option used primarily to receive and hold Purchase Payments (or portions of it) and Maturity Value of Segments for which we have not received an allocation instruction. If you have not provided us instructions to allocate all or a portion of your Purchase Payments to a Strategy, we will allocate all or that portion of your Purchase Payments to the Declared Rate Account. Likewise, if you have not instructed us to allocate the Maturity Value of Segments to a new Strategy, we will allocate the Maturity Value to the Declared Rate Account. Amounts applied to the Declared Rate Account remain there until you instruct us otherwise. Interest rates for the Declared Rate Holding Account is declared in advance, but is not guaranteed for any specific period of time.

Our General Account

The Declared Rate Account is part of our general account. We assume the risk of investment gain or loss on amounts held in the Declared Rate Account.

The assets of our general account support our insurance and annuity obligations and are subject to our general liabilities from business operations and to claims by our creditors. Because amounts allocated to the Declared Rate Account, plus any guarantees under the Contract that exceed your Contract Value (such as those associated with any enhanced death benefits), are paid from our general account, any amounts that we may pay under the Contract are subject to our financial strength and claims-paying ability. 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.

We encourage existing Owners to read and understand our financial statements. We prepare our financial statements on a statutory basis as required by state regulators.

Our audited financial statements are incorporated by reference in the Statement of Additional Information (which is available at no charge by calling us at 1-800-456-6330 or writing us at the address shown on the cover page of this Prospectus). In addition, the Statement of Additional Information is available on the SEC's website at http://www.sec.gov.

You also will find on our website information on ratings assigned to us by one or more independent rating organizations. These ratings are opinions of our financial capacity to meet the obligations of our insurance and annuity contracts based on our financial strength and/or claims-paying ability.

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 terminates on the Annuity Date.

We calculate the death benefit as of the date we receive proof of death. The death benefit is the greater of (A) or (B), as described below.

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

(b) The Contract Value plus the Market Value Adjustment, but only if the Market Value Adjustment increases the death 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 will determine the death benefit as of the end of the Business Day 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 of the Owner 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.

In the case of certain Qualified Contracts, Treasury Department regulations prescribe certain limitations on the designation of a Beneficiary. The following discussion generally applies to Qualified Contracts and Non-Qualified Contracts, except where noted otherwise. In that regard, the post-death distribution requirements for Qualified Contracts and Non-Qualified Contracts are similar, but there are some significant differences. For a discussion of the post-death distribution requirements for Qualified Contracts, see QUALIFIED RETIREMENT PLANS — Required Minimum Distributions.

The death benefit provisions of this Contract shall 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.

Please note that any death benefit payment we make is subject to our financial strength and claims-paying ability.

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 during which we receive Due Proof of Death of the Owner, and the entire interest in the Contract will be transferred to the Declared Rate Account and must be distributed under one of the following options:

• 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,

• the entire interest must be distributed (i) within 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 the first option above and the circumstances in which a 5-year or 10-year distribution requirement will apply. See QUALIFIED RETIREMENT PLANS — Required Minimum Distributions.

If there is more than one Beneficiary, each Beneficiary must submit instructions in Good Order specifying the manner in which the Beneficiary wishes to receive his or her portion of the death benefit.

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 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 86^th birthday is after the Issue Date.

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

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

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

Contract Value Death Benefit

This Contract offers a standard death benefit. The following table summarizes information about the death benefit available under the Contract.

Name of Benefit

Purpose

Is Benefit
Standard
or
Optional?

Maximum
Fee

Brief Description of
Restrictions/Limitations

Death Benefit

Guarantees beneficiaries will receive the greater of (less any applicable premium tax):
1. 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
2. the Contract Value plus the MVA, but only if the MVA would increase the death benefit.

Standard

No charge

• None.

The Death Benefit is included with your Contract at no additional charge. The Contract Value Death Benefit 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.

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 commencement 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 Contract 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. We will withhold tax and tax report on the amount that escheats to the state. This "escheatment" is revocable, however, and 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.

SUSPENSION OR DELAY IN PAYMENTS

Payments of a withdrawal or surrender of the Contract Value or death benefit are usually made within seven (7) Business 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.

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

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 you and 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.

CHARGES AND ADJUSTMENTS

Market Value Adjustment

During the first six (6) Contract Years (the withdrawal charge 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 on the change in market interest rates between the Issue Date and the withdrawal date. We use MVA Rates to measure this change. 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 Floor(s). We will only apply the MVA to the death benefit if 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.

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

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

• the Constant Maturity Treasury Rate for a duration equal to the Contract's withdrawal charge period; plus,

• 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 in determining the 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 remaining in your Contract after we process the withdrawal. For an explanation on how we calculate a "gross" withdrawals and "net" withdrawals. For an explanation on how we calculate withdrawals, see DESCRIPTON OF THE CONTRACT — Withdrawals and Surrenders and CONTRACT ADJUSTMENT — Withdrawal Value section in the Statement of Additional Information..

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

I = the initial MVA Rate (the MVA Rate on the Issue Date)

C = the current MVA Rate as of the withdrawal date

N = the number of complete months remaining in the withdrawal 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. Therefore, a negative result from the MVA formula decreases the amount you will receive from a withdrawal or surrender or decreases the Contract Value remaining in your Contract from a withdrawal. Conversely, a positive result from the MVA formula increases the amount you will receive from a withdrawal or surrender or increases the Contract Value remaining in your Contract from a withdrawal. If the MVA is $0, it has no effect on the amount you will receive from a withdrawal or surrender or the Contract Value remaining in your Contract from a withdrawal.

In 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.

Please call us at 1-800-456-6330 if you have any questions about the market value adjustment that may apply to a withdrawal or surrender greater than the Free Withdrawal Amount. Any market value adjustment rate and amount can fluctuate daily. The market value adjustment dollar amount or the market value adjustment rate provided to you may differ from the actual value calculated at the time of the adjustment.

For examples of how the MVA can affect the amount you receive for a full surrender or withdrawal requested during the withdrawal charge period, see CONTRACT ADJUSTMENT section in the Statement of Additional Information in this Prospectus.

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 way 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

General

We do not deduct any charge for sales expenses from Purchase Payments at the time you make them. However, within certain time limits described below, we deduct a withdrawal charge (may also be referred to as a "surrender charge" or "contingent deferred sales charge") from the Contract Value when you make a surrender or withdrawal, in excess of the Free Withdrawal Amount, before the Annuity Date during the withdrawal charge period. We do not apply the withdrawal charge when we pay a death benefit or when we apply your Contract Value to an Annuity Option.

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 THE COMPANY AND INVESTMENT OPTIONS — Indexed-Linked Options — Interim Value of an Indexed Segment. Withdrawals, including withdrawals of the Free Withdrawal Amount, maybe subject to income taxation and may be subject to a 10% federal additional tax if taken before the Owner reaches age 59¹/₂. See TAXATION OF ANNUITIES IN GENERAL — Taxation of Withdrawals and Surrenders.

We calculate the available Free Withdrawal Amount with each withdrawal. During the first Contract Year, the Free Withdrawal amount available each Contract Year is equal to 10% of the Declared Rate Account Value plus the Guaranteed Account Value plus the sum of the Segment Investment of all Indexed Segments that established the initial Segments. In subsequent Contract Years, it is equal to 10% of the Declared Rate Account Value plus the Guaranteed Account Value plus the sum of the Segment Investment of all Indexed Segments as of the most recent, prior Contract Anniversary.

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

Determining the Withdrawal Charge

For surrenders and withdrawals made in the first six (6) Contract Years, we calculate the withdrawal charge in the following manner:

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

2. We deduct any withdrawal amount in excess of the Free Withdrawal Amount from the Declared Rate Account; and

3. If there are insufficient funds in the Declared Rate Account to satisfy your withdrawal request, we will deduct all or a portion of the remaining amount of the withdrawal according to your instructions, or if you did not provide us with instructions, then from your Contract Value in the Guaranteed Interest Segments. If your Contract Value in the Declared Rate Account and Guaranteed Interest Segments is not sufficient to pay the withdrawal request, we will deduct the balance from your Contract Value in the Indexed Segments. See DESCIRPTION OF THE CONTRACT — Withdrawals and Surrenders — How Withdrawals are Taken from your Contract Value

We multiply the sum of amounts in 2. and 3. above by the applicable withdrawal charge percentage identified in the table below to determine the amount of the withdrawal charge. The withdrawal charge is assessed after we apply the MVA. 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 Contract Issue Date and the Date of a Withdrawal			Withdrawal Charge Percentage
	0			9	%
	1			8	%
	2			7	%
	3			6	%
	4			5	%
	5			4	%
	6	+		0	%

Effect of a Withdrawal During the Withdrawal Charge Period

The amount 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 result of the Market Value Adjustment formula and then assess the withdrawal charge. A negative result from the Market Value Adjustment formula reduces the amount you receive or your Contract Value, while a positive result from the Market Value Adjustment formula increases the amount you receive or your Contract Value. During the withdrawal charge period, application of the 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 request, reduce your Contract Value to less than the amount protected by any applicable Floor(s).

The amount 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 CONTRACT ADJUSTMENT — Withdrawal Value section in the Statement of Additional Information. For examples of how the MVA can affect the amount you receive for a full surrender or withdrawal requested during the withdrawal charge period, see the CONTRACT ADJUSTMENT section in the Statement of Additional Information. For an explanation on how we calculate Interim Value, see THE COMPANY AND INVESTMENT OPTIONS — Indexed-Linked Options — Interim Value of an Indexed Segment.

The amount we deduct for withdrawals requested during the withdrawal charge period may be significantly greater than the amount you request and/or receive.

For an example of how we calculate the amount you receive or your remaining Contract Value when you make a withdrawal or surrender your Contract during a Segment, see the CONTRACT ADJUSTMENT section in the Statement of Additional Information.

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:

• 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,

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

° licensed by the state or operated pursuant to state law; and

° 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. 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 and may not be available with new contracts in the future. See APPENDIX: STATE CONTRACT AVAILABILITY AND VARIATION OF CERTAIN FEATURES in this Prospectus for availability of the waiver of the withdrawal charge and MVA for terminal illness or nursing facility confinement in your state. You may also want to consult with your financial professional.

Unemployment

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

• you or your spouse were employed full-time on the Issue Date;

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

• remain unemployed on the date the withdrawal is requested.

Once 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.

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

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.

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 were 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 a Purchase Payment when accepted or from the Contract Value upon a withdrawal or surrender, death, or annuitization.

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.

ANNUITY PAYMENTS

Annuity Date

On the Issue Date, the Annuity Date is the oldest Owner's or Annuitant's 95^th birthday. You may elect a different Annuity Date, provided that it is no later than the oldest Owner's or Annuitant's 95^th birthday (the "Maximum Annuity Date"). You may not choose an Annuity Date that is earlier than (1) your first Contract Anniversary or (2) before the Maturity Date of any of your active Segments. 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 Written Notice and no later than the oldest Owner's or Annuitant's 95^th 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.

Contract Value

The Contract Value, less any applicable premium tax, is the amount we will apply to the Annuity Option you have selected, on the Annuity Date.

PayStream Plus^® Annuitization Benefit

(not available in New Hampshire or Utah)

If your Annuity Date is on or after your 10^th 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. You choose the frequency of the annuity income payments subject to certain minimum payment amounts. See Minimum Amounts below.

Fixed Income Payments

Fixed income payments are periodic payments from Protective Life to the designated Payee, the amount of which is fixed and guaranteed by Protective Life. Once fixed income payments have begun, they may not be surrendered.

Annuity Options

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

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

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.

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. In addition, more frequent payments will generally result in lower payment amounts, and conversely, less frequent payments will result in higher payment amounts. You also should consider that, assuming Annuitants with the same life expectancy, choosing Option B — Life Income Without a Certain Period will result in larger annuity payments than Option B — Life Income with a Certain Period (although the Payee will receive more payments under Option B — Life Income with a Certain Period if the Annuitant dies before the end of the certain period). You should consult your financial professional to discuss which Annuity Option would be most appropriate for your circumstances.

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 Minimum Distributions. After the death of the Annuitant, any remaining payments shall be payable to the Beneficiary unless you specified otherwise before the Annuitant's death.

FEDERAL TAX MATTERS

Introduction

The following discussion of the federal income tax treatment of the Contract is not exhaustive, does not purport to cover all situations, and is not intended as tax advice. The federal income tax treatment of the Contract is unclear in certain circumstances, and you should always consult a qualified tax adviser regarding the application of law to individual circumstances. This discussion is based on 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 Contract. In addition, Protective Life makes no guarantee regarding any tax treatment — federal, state or local — of any Contract or of any transaction involving a Contract.

The Company's Tax Status

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

TAXATION OF ANNUITIES IN GENERAL

Tax Deferral During Accumulation Period

Under existing provisions of the Code, except as described below, any increase in an Owner's Contract Value is generally not taxable to the Owner until received, either in the form of annuity payments as contemplated by the Contracts, or in some other form of distribution.

Nonnatural Owner

As a general rule, Contracts held by "nonnatural 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 of the Contract during the taxable year. There are several exceptions to this general rule for nonnatural Owners. 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. Thus, if a group Contract is held by a trust or other entity as an agent for certificate owners who are individuals, those individuals should be treated as owning an annuity for federal income tax purposes. However, this special exception will not apply in the case of any employer who is the nominal owner of a Contract under a non-qualified deferred compensation arrangement for its employees.

In addition, exceptions to the general rule for nonnatural Owners will apply with respect to:

• Contracts acquired by an estate of a decedent by reason of the death of the decedent;

• Certain Qualified Contracts;

• Contracts purchased by employers upon the termination of certain Qualified Plans;

• Certain Contracts used in connection with structured settlement agreements; and

• Contracts purchased with a single purchase payment 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.

Delayed Annuity Dates

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, the income and gains under the Contract could be currently includable in the Owner's income.

The remainder of this discussion assumes that the Contract will be treated as an annuity contract for federal income tax purposes.

Taxation of Withdrawals and Surrenders

In the case of a withdrawal, amounts you receive are generally includable in income to the extent your Contract Value before the surrender exceeds your "investment in the contract" (defined below). All amounts includable 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 corporate dividends. Amounts received under an automatic withdrawal plan are treated for tax purposes as withdrawals, not annuity payments. In the case of a surrender, amounts received are includable in income to the extent they exceed the "investment in the contract." For these purposes, the "investment in the contract" at any time equals the Purchase Payment made under the Contract (to the extent such payment was 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 includable in income.

Amounts we distribute may not be subject to withdrawal charges if you have a terminal illness or enter, for a period of at least 90 days, certain nursing home facilities. However, such distributions will still be treated as withdrawals for federal income tax purposes. 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 and surrenders may be subject to a 10% additional tax. See TAXATION OF ANNUITIES IN GENERAL — Additional Tax on Premature Distributions. Withdrawals and surrenders may also be subject to federal income tax withholding requirements. See FEDERAL INCOME TAX WITHHOLDING.

Taxation of Annuity Payments

Normally, the portion of each annuity income payment taxable as ordinary income equals the excess of the payment over the exclusion amount. The exclusion amount is 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 amount of annuity income payments for the term of the Contract (determined under Treasury Department regulations).

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 tax law. You should consult a tax adviser in those situations.

Annuity income payments may be subject to federal income tax withholding requirements. See FEDERAL INCOME TAX WITHHOLDING.

Taxation of Death Benefit Proceeds

Prior to the Annuity Date, we may distribute amounts from a Contract because of the death of an Owner or, in certain circumstances, the death of the Annuitant. Such death benefit proceeds are includable in income as follows:

• if distributed in a lump sum, they are taxed in the same manner as a surrender, as described above; or

• if distributed under an Annuity Option, they are taxed in the same manner as annuity income 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 we make to the Beneficiary for the remainder of that period are includable in income as follows:

• if received in a lump sum, they are included in income to the extent that they exceed the unrecovered investment in the contract at that time; or

• if distributed in accordance with the existing Annuity Option selected, they are fully excluded from income until the remaining investment in the contract is deemed to be recovered, and all annuity income payments thereafter are fully includable in income.

Proceeds payable on death may be subject to federal income tax withholding requirements. 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 for federal income tax

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

Additional Tax on Premature Distributions

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

• received on or after the Owner reaches age 59¹/₂;

• attributable to the Owner's becoming disabled (as defined in the tax law);

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

• 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

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

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

Aggregation of Contracts

In certain circumstances, the IRS may determine the amount of an annuity income payment, withdrawal, or a surrender from a Contract that is includable in income by combining some or all of the annuity contracts a person owns that were not issued in connection with Qualified Plans. 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 Life (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 that was not received as an annuity (including surrenders or withdrawals prior to the Annuity Date) is includable in income. The effects of such aggregation are not always clear; however, it could affect the amount of a withdrawal, surrender, or an annuity 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 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. Your Contract Value immediately after the exchange may exceed your investment in the Contract. That excess may be includable in income should amounts subsequently be withdrawn or distributed from the Contract (e.g., as a 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.

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 Contract Is Held By or For the Benefit of Certain Nonnatural Persons

In the case of Contracts issued after June 8, 1997, to a nonnatural 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 adviser.

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. Many Qualified Plans provide the same type of tax deferral as provided by the Contract. The Contract, however, provides a number of benefits and features not provided by such retirement plans and employee benefit plans or arrangements alone. 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. Numerous special tax rules apply to the participants in Qualified Plans and to Contracts used in connection with Qualified Plans. Therefore, we make no attempt in this Prospectus to provide more than general information about use of the Contract with the various types of Qualified Plans. State income tax rules applicable to Qualified Plans and Qualified Contracts often differ from federal income tax 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, for surrenders, automatic withdrawals, withdrawals, and annuity income payments under Qualified Contracts, there may be no "investment in the contract" and the total amount received may be taxable. Both the amount of the contribution that you and/or your employer may make, and the tax deduction or exclusion that you and/or your employer may claim for such contribution, are limited under Qualified Plans and vary with the type of plan.

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 made by the SECURE Act were generally effective after 2019, and the changes made by the SECURE 2.0 Act were generally effective after 2022. This discussion is a general description of 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. In addition, the terms of your plan or IRA will control. 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 reaches 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. For taxable years beginning after December 31, 2023,

lifetime RMDs are no longer required for designated Roth accounts under 401(k) and 403(b) plans. RMDs must still be taken from designated Roth accounts for 2023, including those with a required beginning date of April 1, 2024.

If you were born...	Your "applicable age" is....
Before July 1, 1949		70	¹/₂
After June 30, 1949 and before 1951		72
After 1950 and before 1960		73
In 1960 or later		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 your Contract, the PayStream Plus Annuitization 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 by the end of the calendar year following the year of your death. Special rules apply to EDBs who are minors and to 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 annually 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 annually 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 and beneficiaries that are not individuals.

Spousal Continuation. If your sole 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. In certain circumstances, the spouse may have to take a "hypothetical RMD" before transferring their interest or treating your IRA as their own.

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 may be a 10% additional tax under section 72(t) of the Code on the taxable amount of payments from certain Qualified Contracts. In the case of an IRA, exceptions provide that the additional tax does not apply to a payment:

a. received on or after the date 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 his designated beneficiary (as defined in the tax law).

These exceptions generally apply to taxable distributions from other Qualified Plans (although, in the case of plans qualified under Section 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 adoptions. 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 adviser. Certain other exceptions to the 10% additional tax not described herein also may apply.

Other Considerations

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

Following are brief descriptions of various types of Qualified Plans in connection with which the Company may 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 must commence. Also, subject to the direct rollover and mandatory withholding requirements (discussed below), you may "roll over" distributions from certain Qualified Plans on a tax-deferred basis into an IRA.

However, you may not use the Contract in connection with a "Coverdell Education Savings Account" (formerly known as an "Education IRA") under Section 530 of the Code, a "Simplified Employee Pension" (or SEP) under Section 408(k) of the Code, or 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 to any Roth IRA established for the Owner was made. Second, the distribution must be either (1) made after the Owner attains the age of 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 a (1) 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 from 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. For tax years beginning after December 31, 2023, a beneficiary of a section 529 account can roll over a distribution from the section 529 account to a Roth IRA for the beneficiary if certain requirements are met. The rollover must be paid through a trustee-to-trustee transfer. The rollover amount in any year cannot exceed the Roth IRA contribution limit and the aggregate amount for all years cannot exceed $35,000. In addition, the rollover must be from a section 529 account that has been open for more than 15 years. Other restrictions may apply.

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) with 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.

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.

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 inherited 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 direct rollovers from certain Qualified Plans to non-Roth IRAs and "qualified rollover contributions" to Roth IRAs.

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, to elect a partial automatic withdrawal option, or to make a partial or full surrender of the Contract.

Pension and profit sharing plans are 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 other aspects of the Contract, e.g., the $25,000 minimum initial Purchase Payment requirement may affect the plan's compliance with the 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.

Section 403(b) Annuity Contracts

Protective Life does not issue Contracts under Section 403(b) of the Code (i.e., tax sheltered annuities or "TSAs").

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.

FEDERAL INCOME TAX WITHHOLDING

In General

Protective Life will withhold and remit to the federal 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 Life at or before the time of the distribution that he or she elects not to have any amounts withheld. In certain circumstances, Protective Life may be required to withhold tax. The withholding rates applicable to the taxable portion of periodic annuity payments (other than eligible rollover distributions) are the same as the withholding rates generally applicable to payments of wages. In addition, a 10% withholding rate applies to the taxable portion of non-periodic payments (including surrenders 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 discussed 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.

GENERAL MATTERS

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.

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

You have the right to assign or transfer a non-qualified Contract if it is permitted by law. Generally, you do not have the right to assign or transfer a Qualified Contract. We must be properly notified in writing of an assignment. You must submit your written request to assign the Contract to our Administrative Office and your request for assignment is subject to our written approval. To the extent permitted by state law, we reserve the right to refuse to consent to any assignment at any time on a nondiscriminatory basis. We will not consent if the assignment would violate or result in noncompliance with any applicable state or federal law or regulation. We do not assume responsibility for any assignment or transfer.

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.

Notice

All instructions and requests to change or assign the Contract must be received in Good Order. 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).

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.

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.

No Default

The Contract will not be in default if subsequent Purchase Payments are not made.

DISTRIBUTION OF THE CONTRACTS

Distribution

We have entered into an agreement with Investment Distributors, Inc. ("IDI") under which IDI has agreed to distribute the Contracts on a "best efforts" basis. Under the agreement, IDI serves as principal underwriter (as defined under Federal securities laws and regulations) for the Contracts. IDI is a Tennessee corporation and was established in 1993. IDI, a wholly-owned subsidiary of PLC, is an affiliate of Protective Life, and its home office 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 firm of the Financial Industry Regulatory Authority, Inc. ("FINRA").

IDI does not sell Contracts directly to purchasers. IDI, together with Protective Life, enters into distribution agreements with other broker-dealers (collectively, "Selling Broker-Dealers") for the sale of the Contracts. Registered representatives of the Selling Broker-Dealers sell the Contracts directly to purchasers. 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.

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

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.

We paid the following aggregate dollar amounts to IDI in commissions and additional asset-based compensation relating to sales of the Contracts, which IDI passed along directly to the Selling Broker-Dealers.

Fiscal Year Ended	Amount Paid to IDI
December 31, 2023	$	42,828.57
December 31, 2024	$	41,650.37
December 31, 2025	$	28,790.10

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 varies depending on the distribution agreement, we do not expect them to exceed 8% of any Purchase Payment. In the normal course of business, we 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, in accordance with all applicable federal and state rules.

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

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

Inquiries

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

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.

LEGAL PROCEEDINGS

Protective Life and its subsidiaries, like other insurance companies, in the ordinary course of business are involved in some class action and other lawsuits, or alternatively in arbitration. In some class action and other lawsuits involving insurance companies, substantial damages have been sought and material settlement payments have been made. Although the outcome of any litigation or arbitration cannot be predicted, Protective Life believes that at the present

time there are no pending or threatened lawsuits that are reasonably likely to have a material adverse impact on the ability of Protective Life to meet its obligations under the Contracts.

FINANCIAL STATEMENTS

The financial statements of Protective Life Insurance Company are incorporated by reference in the Statement of Additional Information.

APPENDIX:
INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT

The following is a list of Indexed Strategies currently available under the Contract. We may change the features of the Indexed Strategies listed below (including the Index and the current limits on Index gains and losses), offer new Indexed Strategies, and terminate existing Indexed Strategies. We will provide you with written notice before making any changes other than changes to current limits on Index gains. Information about current limits on Index gains is available at https://protective.onlineprospectus.net/Protective/md/index.php?ctype=custom_1.

Note: If amounts are removed from an Indexed Strategy before the end of its Term, we may apply a Market Value Adjustment. This may result in a significant reduction on your Contract Value that could exceed any protection from Index loss that would be in place if you held the option under the end of the Term.

Index

Type of Index

Term

Index
Crediting
Methodology

Current Limit
on Index Loss
(if held until end
of Term)

Minimum Limit on
Index Gain (for the
life of the Strategy)

S&P 500 Price Return Index*

This is a market index comprised of equity securities issued by large-capitalization U.S. companies.

1-Year

point-to-point

-5% Floor

2% Cap Rate
100% Participation Rate

MSCI EAFE Price Return Index*

This is a market index comprised of equity securities of large and mid-cap companies across developed markets in countries around the world.

1-Year

point-to-point

-5% Floor

2% Cap Rate
100% Participation Rate

S&P 500 Price Return Index*

This is a market index comprised of equity securities issued by large-capitalization U.S. companies.

1-Year

point-to-point

-10% Floor

3% Cap Rate
100% Participation Rate

MSCI EAFE Price Return Index*

This is a market index comprised of equity securities of large and mid-cap companies across developed markets in countries around the world.

1-Year

point-to-point

-10% Floor

3% Cap Rate
100% Participation Rate

Index

Type of Index

Term

Index
Crediting
Methodology

Current Limit
on Index Loss
(if held until end
of Term)

Minimum Limit on
Index Gain (for the
life of the Strategy)

S&P 500 Price Return Index*

This is a market index comprised of equity securities issued by large-capitalization U.S. companies.

1-Year

point-to-point

-20% Floor

5% Cap Rate
100% Participation Rate

MSCI EAFE Price Return Index*

This is a market index comprised of equity securities of large and mid-cap companies across developed markets in countries around the world.

1-Year

point-to-point

-20% Floor

5% Cap Rate
100% Participation Rate

* The Indexes are price return indexes, not total return indexes, and therefore do not reflect dividends paid on the securities composing the Index. In addition, Index performance under the Contract does not reflect full investment performance of those securities.

We guarantee that the available Indexed Strategy options will always include at least one Indexed Strategy with a Floor between 0% and -10%.

For Indexed Strategies with a Participation Rate, the lowest limit on Index gains that may be established is 100%. For Indexed Strategies with a Cap, the lowest limit on Index gains that may be established is 1%. For Strategies with both a Participation Rate and a Cap, the lowest limit on Index gains that may be established for the Participation Rate is 100% and for the Cap is 1%.

The following is information for the Fixed Options available under the Contract. We may change the features of the Fixed Options listed below, offer new Fixed Options, and terminate existing Fixed Options. We will provide you with written notice before doing so.

Note: If amounts are withdrawn from a Fixed Option before the end of its Term, we may apply a Market Value Adjustment. This may result in a significant reduction in your Contract Value.

Name	Term		Minimum Guaranteed Interest Rate
Declared Rate Account		N/A		1	%
Guaranteed Interest Strategy		1 Year		1	%

APPENDIX:
INDEX SUBSTITUTION EXAMPLE

The following example demonstrates how we would determine credited interest or a reduction in Segment Return Value on the Maturity Date of an Indexed Segment when there has been an Index substitution. This example assumes a S&P 500 Strategy with a $100,000 Segment Investment/ -10% Floor/ 12% Cap / 100% Participation Rate.

Strategy:

Strategy Base				$100,000
Term				1-Year
Index				S&P 500 Index
Initial S&P 500 Index Level				1,000
Floor				-10%
Cap				12%
Participation Rate				100%

Assume the MSCI EAFE Index is substituted for the S&P 500 Index during the Term of the Strategy above.

S&P 500 Index Performance at the Date of Substitution:

Index				S&P 500 Index
Initial S&P 500 Index Level				1,000
S&P 500 Index Level at Date of Substitution				900
Index Performance				-10%

MSCI EAFE Index Performance for the Remainder of the Term:

Index				MSCI EAFE Index
MSCI EAFE Index Level at Date of Substitution				2,000
MSCI EAFE Index Level at Maturity Date				2,400
Index Performance				20%

Calculation of Credited Interest or Reduction in Strategy Value and Maturity Value:

S&P 500 Index Performance				-10%
MSCI EAFE Index Performance				20%
Combined Index Performance^(A)				8%
Credited Interest or Reduction in Strategy Value^(B)				$8,000
Maturity Value				$8,000

^(A) The Combined Index Performance is calculated as follows: (1 + 1^st Index Performance) x (1 + 2^nd Index Performance) – 1 = (1 + -10%) x (1 + 20%) – 1 = 8%

^(B) Because the Combined Index Performance is positive, the credited interest or reduction in Strategy Value is calculated as follows: (Strategy Base) x (lesser of Cap or (combined Index Performance x Participation Rate)) = $100,000 x (lesser of Cap or (combined Index Performance x 100%)) = $8,000

APPENDIX:
STATE CONTRACT AVAILABILITY AND
VARIATIONS OF CERTAIN FEATURES

The following chart describes the material variations of certain features and/or benefits of the Contract in the states where the Contract has been approved as of the date of this Prospectus. Please consult your financial professional for more information about the availability in your state.

STATE	FEATURE	VARIATION
Alaska	Declared Rate Account	The minimum guaranteed interest rate for the Declared Rate Account is 1.20%.
	Strategies	The minimum guaranteed interest rate for the Guaranteed Interest Strategy is 1.20%.
		The Index, Floor and minimum Participation Rate and Cap for each Indexed Strategy that we currently offer are identified in the chart below.
		INDEXED STRATEGIES
		Index	Floor	Minimum Participation Rate	Minimum Cap
		S&P 500	- 5%	100%	5%
		S&P 500	- 10%	100%	5%
		S&P 500	- 20%	100%	5%
		MSCI EAFE	- 5%	100%	5%
		MSCI EAFE	- 10%	100%	5%
		MSCI EAFE	- 20%	100%	5%
	Market Value Adjustment	We will not apply a Market Value Adjustment when you withdraw all or a portion of your Contract Value during the withdrawal charge period.
	Withdrawals and Surrenders	Withdrawals and surrenders during the withdrawal charge period that exceed the Free Withdrawal Amount are subject to a withdrawal charge but not a Market Value Adjustment.
		During the withdrawal charge period, we calculate the withdrawal charge by multiplying the amount that exceeds the Free Withdrawal Amount by the applicable withdrawal charge.
	Death Benefit	The death benefit is equal to the sum of (A) + (B) + (C), where: (A) is the Declared Rate Account value, (B) is the Segment Value(s) of all the Guaranteed Interest Segments, and (C) is the Segment Investment(s) of all the Indexed Segments (not subject to an Interim Value calculation).

STATE

FEATURE

VARIATION

Arizona

Right to Cancel

You may cancel this Contract for any reason by returning it to our administrative office, or to the agent who sold it to you, with a written request for cancellation. The Contract's return and the cancellation request must be made within 10 days of your receipt of the Contract; or within 30 days of receipt if either: the Contract is issued in replacement of an existing contract; or, any Owner or Annuitant is 65 years of age or older on the date of application.

Idaho

Right to Cancel

You may cancel this Contract within 20 days after you receive it by returning it to our administrative office, or to the agent who sold it to you, with a written request for cancellation.

Minnesota

Declared Rate Account

The minimum guaranteed interest rate for the Declared Rate Account is 1.20%.

Strategies

The minimum guaranteed interest rate for the Guaranteed Interest Strategy is 1.20%.

The Index, Floor and minimum Participation Rate and Cap for each Indexed Strategy that we currently offer are identified in the chart below.

INDEXED STRATEGIES

Index

Floor

Minimum
Participation Rate

Minimum Cap

S&P 500

- 5%

100%

S&P 500

- 10%

100%

S&P 500

- 20%

100%

MSCI EAFE

- 5%

100%

MSCI EAFE

- 10%

100%

MSCI EAFE

- 20%

100%

Market Value Adjustment

We will not apply a Market Value Adjustment when you withdraw all or a portion of your Contract Value during the withdrawal charge period.

Withdrawals and Surrenders

Withdrawals and surrenders during the withdrawal charge period that exceed the Free Withdrawal Amount are subject to a withdrawal charge but not a Market Value Adjustment.

During the withdrawal charge period, we calculate the withdrawal charge by multiplying the amount that exceeds the Free Withdrawal Amount by the applicable withdrawal charge.

Death Benefit

The death benefit is equal to the sum of (A) + (B) + (C), where:
(A) is the Declared Rate Account value,
(B) is the Segment Value(s) of all the Guaranteed Interest Segments, and
(C) is the Segment Investment(s) of all the Indexed Segments (not subject to an Interim Value calculation).

STATE

FEATURE

VARIATION

New Jersey

Declared Rate Account

The minimum guaranteed interest rate for the Declared Rate Account is 1.20%.

Strategies

The minimum guaranteed interest rate for the Guaranteed Interest Strategy is 1.20%.

The Index, Floor and minimum Participation Rate and Cap for each Indexed Strategy that we currently offer are identified in the chart below.

INDEXED STRATEGIES

Index

Floor

Minimum
Participation Rate

Minimum Cap

S&P 500

- 5%

100%

S&P 500

- 10%

100%

S&P 500

- 20%

100%

MSCI EAFE

- 5%

100%

MSCI EAFE

- 10%

100%

MSCI EAFE

- 20%

100%

Market Value Adjustment

We will not apply a Market Value Adjustment when you withdraw all or a portion of your Contract Value during the withdrawal charge period.

Withdrawals and Surrenders

Withdrawals and surrenders during the withdrawal charge period that exceed the Free Withdrawal Amount are subject to a withdrawal charge but not a Market Value Adjustment.

During the withdrawal charge period, we calculate the withdrawal charge by multiplying the amount that exceeds the Free Withdrawal Amount by the applicable withdrawal charge.

Death Benefit

North Dakota

Right to Cancel

You may cancel this Contract within 20 days after you receive it by returning it to our administrative office, or to the agent who sold it to you, with a written request for cancellation.

Texas

Right to Cancel

You may cancel this Contract within 20 days after you receive it (within 30 days after you receive it if the Contract is issued in replacement of an existing contract) by returning it to our Administrative Office, or to the agent who sold it to you, with a written request for cancellation.

APPENDIX:
INDEX PUBLISHERS

Protective Life uses the Index under license from the Indices' respective publishers. The following information about the Indices is included in this Prospectus in accordance with Protective Life's license agreements with the publishers of the Indices:

S&P 500^® Index Information

The "S&P 500 Index" is a product of S&P Dow Jones Indices LLC, a division of S&P Global, or its affiliates ("SPDJI"), and has been licensed for use by Protective Life. Standard & Poor's^® and S&P^® are registered trademarks of Standard & Poor's Financial Services LLC, a division of S&P Global ("S&P"); Dow Jones^® is a registered trademark of Dow Jones Trademark Holdings LLC ("Dow Jones"). It is not possible to invest directly in an index. Protective Market Defender is not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, any of their respective affiliates (collectively, "S&P Dow Jones Indices"). S&P Dow Jones Indices does not make any representation or warranty, express or implied, to the owners of the Protective Market Defender or any member of the public regarding the advisability of investing in securities generally or in Protective Market Defender particularly or the ability of the S&P 500 Index to track general market performance. Past performance of an index is not an indication or guarantee of future results. S&P Dow Jones Indices only relationship to Protective Life with respect to the S&P 500 Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The S&P 500 Index is determined, composed and calculated by S&P Dow Jones Indices without regard to Protective Life or the Protective Market Defender. S&P Dow Jones Indices have no obligation to take the needs of Protective Life or the owners of Protective Market Defender into consideration in determining, composing or calculating the S&P 500 Index. S&P Dow Jones Indices are not responsible for and have not participated in the determination of the prices, and amount of Protective Market Defender or the timing of the issuance or sale of Protective Market Defender or in the determination or calculation of the equation by which Protective Market Defender is to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices have no obligation or liability in connection with the administration, marketing or trading of Protective Market Defender. There is no assurance that investment products based on the S&P 500 Index will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment or tax advisor. A tax advisor should be consulted to evaluate the impact of any tax-exempt securities on portfolios and the tax consequences of making any particular investment decision. Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice.

NEITHER S&P DOW JONES INDICES NOR THIRD PARTY LICENSOR GUARANTEES THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY PROTECTIVE LIFE, OWNERS OF THE PROTECTIVE MARKET DEFENDER, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO.

WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND PROTECTIVE LIFE, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.

MSCI EAFE Index Information

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

ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES THAT MSCI CONSIDERS RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER OF THE PRODUCT, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. FURTHER, NONE OF THE MSCI PARTIES MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND THE MSCI PARTIES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A

PARTICULAR PURPOSE, WITH RESPECT TO EACH MSCI INDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL ANY OF THE MSCI PARTIES HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

The Statement of Additional Information, which has been filed with the Securities and Exchange Commission ("SEC"), contains additional information about the Contract. The Statement of Additional Information is dated the same date as this Prospectus and is incorporated herein by reference. You may obtain a copy of the Statement of Additional Information free of charge by visiting www.protective.com/productprospectus, calling us at 1-800-456-6330, or writing to us at the address shown on the cover page of this Prospectus. You may also obtain an electronic copy of the Statement of Additional Information, as well as other material that we file electronically and certain material incorporated by reference, at the SEC website (http://www.sec.gov).

Reports and other information about the Company are available on the SEC's website at http://www.sec.gov/ Copies of the information may be obtained, upon payment of a duplicating fee, by electronic request at the following email address: [email protected].

If you have any questions about the Contract, please ask your financial professional or contact us at 1-800-456-6330.

EDGAR Contract Identifier: C000256986

PROTECTIVE LIFE INSURANCE COMPANY

P.O. Box 10648
Birmingham, Alabama 35202-0648
Telephone: 1-800-456-6330

STATEMENT OF ADDITIONAL INFORMATION
AN LIMITED FLEXIBLE PREMIUM
DEFERRED ANNUITY CONTRACT

PROTECTIVE MARKET DEFENDER

This Statement of Additional Information ("SAI") contains information in addition to the information described in the Prospectus for the limited flexible premium deferred annuity contract (the "Contract") offered by Protective Life Insurance Company (the "Company"). This Statement of Additional Information is not a prospectus. It should be read only in conjunction with the Prospectus for the Contract. Definitions of special terms used in the SAI are found in the Prospectus for the Contract. The Prospectus for the Contract is dated May 1, 2026. You may obtain a copy of the Prospectus online at www.protective.com/eprospectus, by writing us at P.O. Box 10648, Birmingham, Alabama 35202-0648, or calling us toll free at 1-800-456-6330.

THE DATE OF THIS STATEMENT OF ADDITIONAL INFORMATION IS MAY 1, 2026.

STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

THE COMPANY	2
CONTRACT ADJUSTMENT	2
EXPERTS	8
FINANCIAL STATEMENTS	8

THE COMPANY

We are Protective Life Insurance Company (the "Company", "we," "our," "us" and "Protective Life"), a Nebraska corporation that was founded in 1907. Following its receipt of an Order Approving Redomestication on December 20, 2024, Protective Life redomesticated from Tennessee to Nebraska, and became an insurance company domiciled in the State of Nebraska as of December 31, 2024. Protective Life is the principal operating subsidiary of Protective Life Corporation ("PLC"), a U.S. insurance holding company and a wholly-owned subsidiary of Daiichi Life Group, Inc. ("Daiichi"). Daiichi's stock is traded on the Tokyo Stock Exchange. No other company has any legal responsibility to pay amounts that the Company owes under the Contracts. The Company is solely responsible for paying all amounts owed to you under the Contract.

CONTRACT ADJUSTMENT

Withdrawal Value

The withdrawal value of any surrender or withdrawal request is calculated by adding the values of the Declared Rate Account, Guaranteed Interest Segments and the Indexed Segments (Interim Value or Maturity Value, as applicable). We then apply any applicable Market Value Adjustment, and subtract any applicable withdrawal charge, premium tax, and any required or requested tax withholding. The amount we will pay you 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 a specified amount of Contract Value from your Contract and that amount less the Free Withdrawal Amount will be increased or decreased by the application of any applicable MVA, and then reduced by the applicable withdrawal charge and any required or requested tax withholding, if any. You may receive more or less than the amount of Contract Value you instructed us to withdraw. If an MVA applies to the Contract Value withdrawn less the Free Withdrawal Amount and the MVA is positive and increases that amount, the amount of the withdrawal charge you pay will be higher since the withdrawal charge would apply to both the Contract Value withdrawn less the Free Withdrawal Amount and the increase resulting from application of the MVA. Conversely, if the MVA applied to the Contract Value withdrawn less the Free Withdrawal Amount is negative and lowers that amount, the amount of the withdrawal charge you pay will be lower since the withdrawal charge would apply to an amount that is less than the Contract Value withdrawn less the Free 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 will apply any applicable MVA and then any applicable withdrawal charge against the Contract Value remaining in your Contract after we process the withdrawal. The MVA would be based on the Contract Value Withdrawn less the Free Withdrawal Amount. If the MVA applied to the Contract Value remaining in your Contract is positive and increases that amount, the amount of the withdrawal charge you pay will be higher since the withdrawal charge would apply to both the Contract Value withdrawn less the Free Withdrawal Amount and the increase resulting from application of the MVA. Conversely, if the MVA applied to the Contract Value remaining in the Contract is negative and 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 Value withdrawn less the Free Withdrawal Amount. See CHARGES AND ADJUSTMENTS – Market Value Adjustment in the Prospectus. For examples of how the MVA can affect the amount you receive for a full surrender or withdrawal requested during the withdrawal charge period, see Surrender or Withdrawals: MVA, Withdrawal Charge, and Interim Value below.

If you make a withdrawal from a Segment 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 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. In addition, the Interim Value calculation reflects negative Index Performance between the Start Date and the calculation date but does not take into account positive Index Performance.

We will determine the withdrawal value as of the end of the Business Day on during 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.

Calculating the Interim Value of an Indexed Segment

Withdrawals during the middle of a Term reduce the Interim Value on a dollar-for-dollar basis and reduce the Segment Investment by the same proportion that the withdrawal reduces the Interim Value. The reduction in the Segment Investment is allocated on a pro-rata basis among the available Segments. For example, assume you have Segment Investment of $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.

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).

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.

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.

Surrender or Withdrawals: MVA, Withdrawal Charge, and Interim Value

The following examples illustrate how the MVA, withdrawal charge, and Interim Value can affect the amount you receive for a full surrender or withdrawal requested during the withdrawal charge period. During the withdrawal charge period and before the Segment Maturity Date, application of the MVA to a withdrawal request or a surrender that exceeds the Free Withdrawal Amount could reduce the Contract Value to less than the protection provided by any applicable Floor(s), as shown below.

Examples:

Full Surrender Example:

Segment Investment:	$	100,000
Cap:		12	%
Floor:		-10	%
Participation Rate:		100	%
Index Performance (on date we calculate withdrawal):		-15	%
Interim Value (Contract Value):	$	90,000		($100,000 x (1 + greater of Index Performance,-15%, and Floor, -10%))
Months Remaining in Withdrawal Charge Period:		75
Initial MVA Rate:		5	%
Withdrawal Charge:		9	%

Scenario 1: Negative MVA

The current MVA rate as of the withdrawal date is 6%, resulting in an MVA of -6.25%. When the Contract is surrendered, the Surrender Value of your Contract is $78,250. In this scenario, the Surrender Value is lower than the amount protected by the -10% Floor ($90,000).

						Formula
Free Withdrawal Amount =		$	10,000			(10% x $100,000)

Interim Value – Free Withdrawal Amount =	$	80,000		($90,000 – $10,000)
Market Value Adjustment (%) =		-6.25	%	(5% – 6%) x (75 / 12)
Market Value Adjustment ($) =	$	-5,000		($80,000 x -6.25%)
Withdrawal Charge =	$	6,750		($80,000 – $5,000) x 9
Amount Received =	$	78,250		($90,000 – $5,000 – $6,750)

Scenario 2: Positive MVA

The current MVA rate as of the withdrawal date is 4%, resulting in an MVA of 6.25%. When the Contract is surrendered, the Surrender Value of the Contract is $87,350. In this scenario, the Surrender Value is lower than the amount protected by the -10% Floor ($90,000).

				Formula
Free Withdrawal Amount =	$	10,000		(10% x $100,000)
Interim Value – Free Withdrawal Amount =	$	80,000		($90,000 – $10,000)
Market Value Adjustment (%) =		6.25	%	(5% – 4%) x (75 / 12)
Market Value Adjustment ($) =	$	5,000		($80,000 x 6.25%)
Withdrawal Charge =	$	7,650		($80,000 + $5,000) x 9
Amount Received =	$	87,350		($90,000 + $5,000 – $7,650)
Withdrawal Example:


Segment Investment:				$100,000
Cap:				12%
Floor:				-10%
Participation Rate:				100%
Months Remaining in Withdrawal Charge Period:				75
Initial MVA Rate:				5%
Current MVA Rate:				6%
Market Value Adjustment (%):				-6.25%
Withdrawal Charge:				9%

Scenario 1: Negative Index
Performance

You request a withdrawal of $20,000. To satisfy this withdrawal request, we must deduct $21,722 from your Contract.

						Formula
Total Gross Withdrawal Amount =		$	21,722

Free Withdrawal Amount =	$	10,000	(10% x $100,000)
Excess Withdrawal =	$	11,722	($21,722 – $10,000)
Market Value Adjustment ($) =	$	-733	($11,722 x -6.25%)
Withdrawal Charge =	$	989	($11,722 – $733) x 9
Amount Received =	$	20,000	($21,722 – $733 – $989)

The total withdrawal amount reduces your Contract value dollar-for-dollar and reduces your Segment Investment on a pro-rata basis by the same proportion that the withdrawal reduces the Interim Value, as demonstrated below. The resulting deduction to the Segment Investment in this example is $24,135.

				Formula
Index Performance (on date we calculate withdrawal) =		-15	%
Interim Value =	$	90,000		($100,000 x (1 + greater of Index Performance, -15%, and Floor, -10%))
Proportion that the withdrawal reduces the Contract Value =		-24.1	%	(-$21,722 / $90,000)
Reduction to Segment Investment due to withdrawal =	$	-24,135		($100,000 x -24.1%)
Remaining Segment Investment after withdrawal =	$	75,865		($100,000 – $24,135)
Remaining Contract Value after withdrawal =	$	68,278		($75,865 x (1 + greater of Index Performance, -15%, and Floor, -10%))

The remaining Segment Investment is used to determine the Segment Return Amount and Segment Maturity Value at the end of the Term.

				Formula
Index Performance at Maturity Date =		-7	%
Segment Investment =	$	75,865
Segment Return Amount =	$	5,311		($75,865 x (greater of Index Performance, -7%, and Floor, -10%, subject to 12% Cap))


Segment Maturity Value =	$	70,554		($75,865 – $5,311)

Scenario 2: Positive Index Performance followed by Negative Index Performance with Two Withdrawals

You first request a withdrawal of $20,000. To satisfy this withdrawal request, we must deduct $21,722 from your Contract. This calculation is the same as Scenario 1.

Withdrawal 1

Formula

Total Gross Withdrawal Amount =	$	21,722
Free Withdrawal Amount =	$	10,000	(10% x $100,000)
Excess Withdrawal =	$	11,722	($21,722 – $10,000)
Market Value Adjustment ($) =	$	-733	($11,722 x -6.25%)
Withdrawal Charge =	$	989	($11,722 – $733) x 9
Amount Received =	$	20,000	($21,722 – $733 – $989)

Because the Index Performance is positive, the Interim Value is the same as the Segment Investment. Thus, both the Interim Value and the Segment Value are reduced by the same amount, which is $21,722.

Withdrawal 1				Formula
Index Performance (on date we calculate 1^st withdrawal) =		8	%
Interim Value =		100,000		($100,000 x (1 + lesser of Index Performance, 8%, and 0%))
Proportion that the withdrawal reduces the Contract Value =		-21.7	%	(-$21,722 / $100,000)
Reduction to Segment Investment due to withdrawal =	$	21,722		($100,000 x -21.7%)
Remaining Segment Investment after withdrawal =	$	78,278		($100,000 – $21,722)
Remaining Contract Value after withdrawal =	$	78,278		($78,278 x (1 + lesser of Index Performance, 8%, and 0%))

One month later, in the same Contract Year, you then request another withdrawal of $20,000. To satisfy this withdrawal request, we must deduct $23,443 from your Contract. This calculation is slightly different than above, since the Free Withdrawal Amount of $10,000 has been exhausted.

Withdrawal 2			Formula
Total Gross Withdrawal Amount =	$	23,443
Market Value Adjustment ($) =	$	-1,465	($23,443 x -6.25%)
Withdrawal Charge =	$	1,978	($23,443 – $1465) x 9
Amount Received =	$	20,000	($23,443 – $1,465 – $1,978)

The total withdrawal amount reduces your Contract Value dollar-for-dollar and reduces your Segment Investment on a pro-rata basis by the same proportion that the withdrawal reduces the Interim Value, as demonstrated below. The resulting deduction to the Segment Investment in this example is $25,519.

				Formula
Index Performance (on date we calculate 2^nd withdrawal) =		-8.0	%
Interim Value =	$	72,016		($78,278 x (1 + greater of Index Performance,-8%, and Floor, -10%))

Proportion that the withdrawal reduces the Contract Value =		-32.6	%	(-$23,443 / $72,016)
Reduction to Segment Investment due to withdrawal =	$	-25,519		($78,278 x -32.6%)
Remaining Segment Investment after withdrawal =	$	52,759		($78,278 – $25,519)
Remaining Contract Value after withdrawal =	$	48,538		($52,759 x (1 + greater of Index Performance,-8%, and Floor, -10%))

The remaining Segment Investment is used to determine the Segment Return Amount and Segment Maturity Value at the end of the Term.

				Formula
Index Performance at Maturity Date =		4	%
Segment Investment =	$	52,759
Segment Return Amount =	$	-2,110		($52,759 x (greater of Index Performance, -4%, and Floor, -10%, subject to 12% Cap))
Segment Maturity Value =	$	50,649		($52,759 – $2,110)

EXPERTS

The financial statements of Protective Life Insurance Company as of December 31, 2025 and 2024, and for each of the years in the three-year period ended December 31, 2025, have been incorporated by reference in this Statement of Additional Information in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The audit report covering the December 31, 2025 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 Nebraska Department of Insurance, 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 Nebraska Department of Insurance.

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

FINANCIAL STATEMENTS

The audited statutory statements of admitted assets, liabilities, and capital and surplus of Protective Life Insurance Company as of December 31, 2025 and 2024, and the related statutory statements of operations, changes in capital and surplus, and cash flow for each of the years in the three-year period ended December 31, 2025 as well as the Independent Auditors' Report are incorporated into the Statement of Additional Information by reference to the filed Form N-VPFS, CIK No. 0000310826 filed

with the SEC on April 7, 2026. Protective Life's audited financial statements should be considered only as bearing on its ability to meet its obligations under the Contracts.

PART C - OTHER INFORMATION

Item 27. Exhibits

(a) Board of Directors Resolution - Not Applicable

(b) Custodial Agreements - Not Applicable

(c) (1) Distribution Agreement between Investment Distributors, Inc. and broker-dealers is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-233415), filed with the Commission on August 22, 2019.

(c) (2) Distribution Agreement between IDI and PLICO is incorporated herein by reference to Post-Effective Amendment No. 8 to the Form N-4 Registration Statement (File No. 333-153041), filed with the Commission on September 16, 2011.

(c) (2) (i) Second Amended Distribution Agreement dated October 24, 2013 (PLICO-IDI) is incorporated herein by reference to Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-190294), filed with the Commission on April 25, 2014.

(c) (2) (ii) Revised Second Amended Distribution Agreement dated June 1, 2018 (PLICO-IDI) is incorporated herein by reference to Post-Effective Amendment No. 26 to the Form N-4 Registration Statement (File No. 333-112892), filed with the Commission on July 20, 2018.

(c) (2) (iii) Amendment No. 1 to the Second Amended Distribution Agreement (PLICO-IDI) is incorporated herein by reference to the Form N-4 Registration Statement (File No. 333-240102), filed with the Commission on July 27, 2020.

(c) (2) (iv) Third Amended and Restated Distribution Agreement (PLICO-IDI) is incorporated herein by reference to the Post-Effective Amendment No. 6 to the Form N-4 Registration Statement (File No. 333-240192), filed with the Commission on June 9, 2025.

(d) Contracts (Including Riders and Endorsements)

(d) (1) Form of Individual Modified Guaranteed Annuity Contract is incorporated herein by reference to the Registration Statement on Form S-3 (333-222086), filed with the Commission on December 15, 2017.

(d) (2) Qualified Plan Endorsement is incorporated herein by reference to the Registration Statement on Form S-3/A (333-222086), filed with the Commission on. June 28, 2018.

(d) (3) Waiver of Withdrawal Charge and Market Value Adjustment for Unemployment Endorsement is incorporated herein by reference to the Registration Statement on Form S-3/A (333-222086), filed with the Commission on June 28, 2018.

(d) (4) Waiver of Withdrawal Charge and Market Value Adjustment for Terminal Conditions or Nursing Facility Confinement Endorsement is incorporated herein by reference to the Registration Statement on Form S-3/A (333-222086), filed with the Commission on June 28, 2018.

(d) (5) Annuitization Bonus Endorsement is incorporated herein by reference to the Registration Statement on Form S-3/A (333-222086), filed with the Commission on June 28, 2018.

(d) (6) Automatic Segment Renewal Endorsement is incorporated herein by reference to the Registration Statement on Form S-3/A (333-222086), filed with the Commission on June 28, 2018.

(d) (7) Traditional IRA Endorsement is incorporated herein by reference to the Registration Statement on Form S-3/A (333-222086), filed with the Commission on June 28, 2018.

(d) (8) Roth IRA Endorsement is incorporated herein by reference to the Registration Statement on Form S-3/A (333-222086), filed with the Commission on June 28, 2018.

(e) Applications

(e) (1) Form of Application for Individual Modified Guaranteed Annuity Contract is incorporated herein by reference to the Registration Statement on Form S-3/A (333-222086), filed with the Commission on June 28, 2018.

(f) Insurance Company’s Certificate of Incorporation and By-Laws

(f) (1) 2020 Amended and Restated Charter of Protective Life Insurance Company is incorporated herein by reference to Post-Effective Amendment No. 9 to the Form N-4 Registration Statement (File No. 333-201919), filed with the Commission on February 11, 2021.

(f) (1) (i) 2024 Amended and Restated Articles of Incorporation of Protective Life Insurance Company- filed herein.

(f) (2) 2020 Amended and Restated By-laws of Protective Life Insurance Company is incorporated herein by reference to Post-Effective Amendment No. 9 to the Form N-4 Registration Statement (File No. 333-201919), filed with the Commission on February 11, 2021.

(f) (2) (i) 2024 Amended and Restated Bylaws of Protective Life Insurance Company- filed herein.

(g) Reinsurance Contracts - Not Applicable.

(h) Participation Agreements- Not Applicable.

(i) Administrative Contracts - Not Applicable.

(j) Other Material Contracts - Not Applicable.

(k) Legal Opinion

(k) (1) Opinion and Consent of Brandon J. Cage, Esq. is incorporated herein by reference to Post-Effective Amendment No. 5 to the Form N-4 Registration Statement (File No. 333-278664), filed with the Commission on April 11 ,2025.

(l) Other Opinions

(l) (1) Consent of KPMG – filed herein.

(m) Omitted Financial Statements - Not Applicable.

(n) Initial Capital Agreements - Not Applicable.

(o) Form of Initial Summary Prospectuses – Not Applicable.

(p) Powers of Attorney- filed herein.

(q) Letter regarding Change in Certifying Accountant- Not Applicable.

(r) Historical Current Limits on Index Gains – filed herein.

Item 28. Directors and Officers of the Insurance Company

Name and Principal Business Address*		Position and Offices with Insurance Company
Adams, D. Scott		Executive Vice President, Chief Transformation and Strategy Officer
Bartlett, Malcolm Lee		Senior Vice President, Corporate Tax
Bern, Leigh Bynum		Senior Vice President, Chief Financial Actuary, and Appointed Actuary
Bielen, Richard J.		Chairman of the Board, Chief Executive Officer, and Director
Black, Lance P.		Executive Vice President, Acquisitions and Corporate Development
Byrd, Kenneth		Senior Vice President, Operations
Cramer, Steve		Senior Vice President, and Chief Product Officer
Creutzmann, Scott E.		Senior Vice President, and Chief Compliance Officer
Cropenbaker, John		Senior Vice President, Executive Benefits Markets
Drew, Mark L.		Executive Vice President, and Chief Legal Officer
Evesque, Wendy L.		Executive Vice President, and Chief Human Resources Officer
Goldsmith, Lisa M.		Director
Hardeman, James C.		Senior Vice President, Financial Planning and Analysis
Harrison, Wade V.		Vice Chairman, Chief Operating Officer and Director
Herring, Derry W		Senior Vice President, and Chief Auditor
Karchunas, M. Scott		Senior Vice President, and President, Asset Protection Division
Kohler, Matthew		Senior Vice President, and Chief Information Officer
Kolmin, Russell		Senior Vice President, Chief Product Officer
Kurtz, Richard J.		Senior Vice President, and Chief Distribution Officer
Lassiter, Frank Q.		Vice President, Head of Treasury, and Treasurer
Lawrence, Mary Pat		Senior Vice President, Government Affairs
Lebel, Dominique		Senior Vice President, and Chief Risk Officer
McDonald, Laura Y.		Senior Vice President, and Chief Mortgage and Real Estate Officer
Passafiume, Philip E.		Executive Vice President, Chief Investment Officer, and Director
Peeler, Rachelle R.		Senior Vice President, and Senior Human Resources Partner
Peevy, Melinda		Secretary
Pugh, Barbara N.		Senior Vice President, and Chief Accounting Officer
Ray, Webster M.		Senior Vice President, Investments
Seurkamp, Aaron C.		Senior Vice President, and President, Retirement Division
Wagner, James		Senior Vice President, and Chief Distribution Officer
Wahlheim, Cary T.		Senior Vice President, and Senior Counsel
Wells, Paul R.		President, Chief Financial Officer, and Director
Whitcomb, John		Senior Vice President, Retirement Operations and Strategic Planning
Williams, Doyle J.		Senior Vice President, and Chief Marketing Officer

* Unless otherwise indicated, principal business address is 2801 Highway 280 South, Birmingham, Alabama 35223

Item 29. Persons Controlled by or Under Common Control with the Insurance Company

Protective Life Insurance Company is the principal operating subsidiary of Protective Life Corporation, a U.S. insurance holding company and a wholly-owned subsidiary of Daiichi Life Group, Inc.

For more information regarding the company structure of Protective Life Corporation and Daiichi Life Group, Inc., please refer to the organizational chart filed herein.

Item 30. Indemnification

Article XI of the By-laws of Protective Life provides, in substance, that any of Protective Life’s directors and officers, who is a party or is threatened to be made a party to any action, suit or proceeding, other than an action by or in the right of Protective Life, by reason of the fact that he is or was an officer or director, shall be indemnified by Protective Life against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such claim, action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Protective Life and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. If the claim, action or suit is or was by or in the right of Protective Life to procure a judgment in its favor, such person shall be indemnified by Protective Life against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection

with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Protective Life, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to Protective Life unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. To the extent that a director or officer has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, he shall be indemnified by Protective Life against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, not withstanding that he has not been successful on any other claim issue or matter in any such action, suit or proceeding. Unless ordered by a court, indemnification shall be made by Protective Life only as authorized in the specific case upon a determination that indemnification of the officer or director is proper in the circumstances because he has met the applicable standard of conduct. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to, or who have been successful on the merits or otherwise with respect to, such claim action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (c) by the shareholders.

In addition, the executive officers and directors are insured by PLC’s Directors’ and Officers’ Liability Insurance Policy including Company Reimbursement and are indemnified by a written contract with PLC which supplements such coverage.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 31. Principal Underwriters

(a) Investment Distributors, Inc. (“IDI”) is the principal underwriter of the Contracts as defined in the Investment Company Act of 1940. IDI is also principal underwriter for the Protective Variable Life Separate Account, PLICO Variable Annuity Account S, Protective COLI VUL, Protective COLI PPVUL, Variable Annuity Separate Account A of Protective Life, PLAIC Variable Annuity Account S, Protective NY COLI VUL, and Protective NY Variable Life Separate Account. The principal underwriter, IDI, is also currently distributing units of interest in the following separate accounts: Variable Annuity-1 Series Account, Variable Annuity-1 Series Account of Great West Life & Annuity Insurance Company of New York, Variable Annuity-2 Series Account, Variable Annuity-2 Series Account [New York], Variable Annuity-3 Series Account, COLI VUL-2 Series Account, COLI VUL-2 Series Account of Great West Life & Annuity Insurance Company of New York, COLI VUL-4 Series Account of Great-West Life & Annuity Insurance Company, Maxim Series Account of Great West Life & Annuity Insurance Company, Prestige Variable Life Account, Pinnacle Series Account of Great West Life & Annuity Insurance Company, Trillium Variable Annuity Account.

(b) The following information is furnished with respect to the officers and directors of IDI:

Name and Principal Business Address*	Position and Offices	Position and Offices with Registrant
Baggett, Alan	Assistant Financial Officer	Senior Analyst, Financial Reporting
Barkson, Carl	Vice President, Head of Corporate Tax	Vice President, Head of Corporate Tax
Carlson, Martha H.	Designated Responsible Licensed Producer	Vice President, National Sales Manager Annuity
Coffman, Benjamin P.	Chief Financial Officer	Vice President, Financial Reporting
Collazo, Kimberly B.	Assistant Secretary	Vice President and Senior Counsel
Creutzmann, Scott E.	Director	Senior Vice President and Chief Compliance Officer
Lane, Jamie L.	Director	Vice President, Head of DX and Enterprise Shared Services
Leopard, Mona	Assistant Secretary	Assistant Secretary
McCreless, Kevin L.	Chief Compliance Officer	Senior Director, Regulatory
Morsch, Letitia A.	Assistant Secretary, and Director	Vice President, Head of Retail Retirement Operations
Peevy, Melinda	Secretary	Secretary
Tennent, Rayburn	Assistant Financial Officer	Senior Analyst, Financial Reporting
Wagner, James	President and Director	Senior Vice President and Chief Distribution Officer

* Unless otherwise indicated, principal business address is 2801 Highway 280 South, Birmingham, Alabama, 35223.

(c) The following commissions were received by each principal underwriter, directly or indirectly, from the Registrant during the Registrant’s last fiscal year:

(1) Name of Principal Underwriter		(2) Net Underwriting Discounts		(3) Compensation on Redemption		(4) Brokerage Commissions		(5) Other Compensation
Investment Distributors, Inc.		N/A		None		N/A		N/A

Item 31A. Information about Contracts with Index-Linked Options and Fixed Options Subject to a Contract Adjustment

(a)

Name of the
Contract

Number of
Contracts
Outstanding

Total value
attributable to
the

Index-Linked
Option and/or
Fixed Option
subject to a
Contract
Adjustment

Number
of
Contracts
sold
during
the prior
calendar
year

Gross
premiums
received during
the prior
calendar year

Amount of
Contract value
redeemed
during the
prior calendar
year

Combination
Contract
(Yes/No)

Protective Market Defender Annuity

$9,637,448.27

$2,559,081

(b) The current limits on Index gains in effect for each Index-Linked Option during the twelve months ending on December 31 of the prior year are provided in Item 27 Exhibit (r).

Item 32. Location of Accounts and Records

Not Applicable.

Item 33. Management Services

All management contracts are discussed in the Prospectus or Statement of Additional Information.

Item 34. Fee Representation and Undertakings

The Insurance Company hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement to include any prospectus required by section 10(a)(3) of the Securities Act; and

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant hereby certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Registration Statement and has duly caused Post-Effective Amendment to the Registration Statement on Form N-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on April 15, 2026.


PROTECTIVE LIFE INSURANCE COMPANY

By:	*
Paul R. Wells, President
Protective Life Insurance Company

As required by the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement on Form N-4 has been signed by the following persons in the capacities and on the dates indicated:

Signature		Title	Date

*		Chairman of the Board,
Richard J. Bielen		Chief Executive Officer, and Director	*
		(Principal Executive Officer)

*		Vice Chairman, Chief Operating Officer	*
Wade V. Harrison		And Director


*		President, Chief Financial	*
Paul R. Wells		Officer, and Director (Principal Accounting and
		Financial Officer)

*BY:	/s/ BRANDON J. CAGE		April 15, 2026
Brandon J. Cage
Attorney-in-Fact

EXHIBIT INDEX

(f)(1)(i)	2024 Amended and Restated Articles of Incorporation of Protective Life Insurance Company
(f)(2)(i)	2024 Amended and Restated Bylaws of Protective Life Insurance Company
(l)(1)	Consent of KPMG
(p)	Powers of Attorney
(r)	Historical Current Limits on Index Gains
Item (29)	Organizational Chart of Daiichi Life Group, Inc.