Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X][ X]

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

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

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

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

	Large accelerated filero		Accelerated filero
	Non-accelerated filer x		Smaller reporting companyo
			Emerging Growth Companyo

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 the Securities Act.o

*       The maximum aggregate offering price is estimated solely for the purposes of determining the registration fee. The amount to be registered and the proposed maximum offering price per unit are not applicable since these securities are not issued in predetermined amounts or units.

Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this Registration Statement include unsold securities previously registered for sale pursuant to Registrant’s Registration Statement on Form S-1 (File No. 333-210491), which was filed initially on March 30, 2016 as updated by a post-effective amendment on March 31, 2017 which was declared effective on April 28, 2017 (“Registration Statement No. 1”). Registration Statement No. 1 registered securities of the Registrant with a maximum aggregate offering price of $1,000,000,000 of which approximately $___________ of such securities registered on Registration Statement No. 1 remain unsold. The unsold securities from Registration Statement No. 1 (and associated filing fees paid) are being carried forward to this Registration Statement. Pursuant to Rule 415 (a)(6), the offering of unsold securities under the prior Registration Statements will be deemed terminated as of the date of effectiveness of this Registration Statement.

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

MEMBERS^® Zone AnnuityGLWB Supplement Dated May 1, 2019
to the
Prospectus Dated May 1, 2019

This GLWB Supplement should be read and retained with the prospectus for the CUNA Mutual Group Zone Income Annuity.

Guaranteed Lifetime Withdrawal Benefit terms reflected in this GLWB Supplement shall remain in effect and will not be superseded until an updated GLWB Supplement is filed with the SEC. We will publish any changes to this GLWB Supplement for any future periods at least seven calendar days before they take effect on EDGAR at www.sec.gov under file number 333-XXXXXX. Please work with your financial professional or contact us at 800-798-5500 to confirm the most current supplement prior to your Contract Issue Date.

On the Contract Issue Date both the Base Withdrawal Percentage and Annual Increase Percentage are determined based on the election of single life or joint life option rates using the age of the younger Covered Person(s).

The information in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

CUNA Mutual Group Zone Income Annuity

Issued by:
MEMBERS Life Insurance Company
2000 Heritage Way
Waverly, Iowa 50677

Telephone number: 800-798-5500
Offered Through: CUNA Brokerage Services, Inc.

SUBJECT TO COMPLETION, DATED [•], 2018

This Prospectus describes the MEMBERS^®CUNA Mutual Group Zone Income Annuity, an individual or joint owned, single premium deferred modified guaranteed index annuity contract (the “Contract”), issued by MEMBERS Life Insurance Company (the “Company”, “we”, “us”, or “our”). Capitalized terms used in this Prospectus and not otherwise defined have the meanings set forth in the “Glossary,” starting on page __.

The Contract, which you may purchase with an initial Purchase Payment of at least $10,000, is designed primarily for individuals, corporations, financial institutions, trusts, and certain retirement plans that qualify for the special federal income tax treatment as well as those that do not qualify for such treatment.associated with annuity contracts. The Contract offers youprovides for the ability to allocateaccumulation of retirement savings by allocating your monies among two interest creditingvarious Allocation Options including Risk Control Accounts and a Declared Rate Account. The Contract also offers standard annuity features including multiple fixed annuitization options accumulate interest earnings under the Contract and receive income payments.(“Payout Options”). The Contract is a complex insurance and investment vehicle. You should speak with a financial professional about the Contract’s features, benefits, risks and fees, and whether it is appropriate for you based upon your financial situation and objectives. The Prospectus describes all material rights and obligations of Owners, including all state variations.

A non-optional Guaranteed Lifetime Withdrawal Benefit feature is part of the Contract. The Guaranteed Lifetime Withdrawal Benefit provides guaranteed lifetime payments (“GLWB Payments”) based on a single or joint percentage (“GLWB Percentage”) of your GLWB Benefit Base described in the Guaranteed Lifetime Withdrawal Benefit Section. Once GLWB Payments begin, the full GLWB payment must be taken each Contract Year. We assess a fee for the Guaranteed Lifetime Withdrawal Benefit which is described in the “Fees and Expenses” on page __ and “Guaranteed Lifetime Withdrawal Benefit” on page__ of this Prospectus.

Each Contract Anniversary prior to the Allocation Option Maturity Date starts a new year for purposes of calculating index interest for each Risk Control Account. We currently offer three reference indices; the S&P 500 Price Return Index (“S&P 500”), the Russell 2000 Price Return Index (“Russell 2000”), and the MSCI EAFE Price Return Index (“MSCI EAFE”). Each Risk Control Account has two investment options, a Secure Account Option and a Growth Account Option. When funds are withdrawn from a Risk Control Account prior to the Contract Anniversary for a surrender, partial withdrawal, transfer, annuitization or payment of the Death Benefit, index interest is calculated up to the date of withdrawal. It is possible that you will not earn any interest in the Risk Control Accounts.

The Secure Account option has an Index Rate Floor of 0%. The Index Rate Floor protects amounts allocated to the Secure Account from declines in the external Indices. This means that negative investment performance of the applicable Index would not reduce your Risk Control Account Value. The Secure Account provides your Risk Control Account Value the most protection from negative

investment performance of the reference Index. The Growth Account option has an Index Rate Floor of -10%. This means that negative investment performance of the reference Index could result in a negative Index Rate of Return that would reduce your Risk Control Account Value. However, Risk Control Account Value will not decline by more than 10% as a result of Index performance for any one-year period even if Index performance is less than -10%. In return for accepting some risk of loss to your Risk Control Account Value allocated to the Growth Account, the Index Rate Cap for the Growth Account is higher than the Index Rate Cap for the Secure Account. This allows for the potential for greater increases to your Risk Control Account Value allocated to the Growth Account. The Index Rate Caps place a limit on the positive performance of an Index and therefore limit the amount of Index Interest that can be credited to an Owner’s investment in a Risk Control Account. The Index Rate Cap will never be less than 1.0%. There is a risk of loss of your principal and any previously credited interest because each year you agree to absorb all losses less than or equal to the stock marketapplicable Index Rate Floor. In addition, if the performance of the reference Index equaled or in any securities index.

You may purchaseapproached the Index Rate Floor, the deduction of the Contract Fee, the GLWB Rider Fee, Surrender Charges, a Market Value Adjustment and Federal Income Tax Penalties could result in a reduction of Contract Value greater than if only the Index Rate Floor applied.

Declared Rate Account is supported by the assets of the Declared Rate Separate Account of the Company. We credit Contract Value allocated to the Declared Rate Account with an Interest Rate that we will not change for the duration of the Allocation Option Period (six years). The Interest Rate is available two weeks in advance of the Allocation Option Start Date. The Interest Rate will never be below the Minimum Interest Rate. We do not asses a single Purchase PaymentContract Fee against the Contract Value held in the Declared Rate Account. There is a risk of loss of your principal if the deduction of the GLWB Rider Fee, Surrender Charges, a Market Value Adjustment and Federal Income Tax Penalties result in a reduction of Contract Value greater than the interest credited. The Declared Rate Account may not be available in all states as described in Appendix B to this Prospectus.

Each Allocation Option Period is six years. Not all Allocation Options or Allocation Option Periods may be available in all markets where we offer the Contract.

If you surrender your Contract or take a partial withdrawal during the Accumulation Period, we will apply a Market Value Adjustment to the amount being surrendered or withdrawn that is at least $5,000.in excess of the free annual withdrawal amount unless you qualify for the Nursing Home or Hospital waiver or Terminal Illness waiver. If the surrender or withdrawal is taken during the Surrender Charge Period, we will also apply a Surrender Charge to the amount being surrendered or withdrawn that is in excess of the free annual withdrawal amount unless you qualify for the Nursing Home or Hospital waiver or Terminal Illness waiver described in this Prospectus. The maximum Surrender Charge is 9% of the Contract Value withdrawn. The terms under which the Surrender Charge and Market Value Adjustment will be waived may vary in some states and are described in Appendix B to this Prospectus. Please review Appendix B for any variations from standard Contract provisions that may apply to your Contract based on the state in which your Contract was issued. A surrender or partial withdrawal on the Allocation Option Maturity Date will not be subject to a Surrender Charge or Market Value Adjustment. See “Fees and Expenses” on page __, “Market Value Adjustment” on page __ and “Access to Your Money” on page __. The Market Value Adjustment may be either positive or negative, which means the Market Value Adjustment may increase or decrease the amount you receive upon surrender or partial withdrawal.

The Contract is supported by the assets of the Risk Control Separate Account and the Declared Rate Separate Account, which are non-registered, insulated Separate Accounts of the Company which support the Company’s obligations with respect to the Contract. You may allocate your Purchase Payment among two options –or Contract Value to one or more Investment Options which include the Secure AccountRisk Control Accounts and the Growth Account (the “Risk Control Accounts”). For each Risk Control Account, we credit interest based in part on the performanceDeclared Rate Account. The assets of the S&P 500 Price Index (the “Index”) over a one-year period. We hold reserves for Index Interest Rate Floor and Cap guarantees for amounts allocated to each Risk Control Account in a separate account (the “Separate Account”).Separate Accounts are not chargeable with liabilities arising out of any other business that we conduct. Our General Account assets are also available to meet the guarantees under the Contract as well as our other general obligations. The guarantees in this Contract are subject to the Company’s financial strength and claims-paying ability.

We may offer additional Risk Control Accounts in the future. Not all Risk Control Accounts may be available in all markets where we offer the Contract.

If you surrender your Contract or take a partial withdrawal during the Initial Index Period, we will apply a Surrender Charge and a Market Value Adjustment (“MVA”) to the amount being surrendered or withdrawn that is in excess of the free annual withdrawal amount unless you qualify for the Nursing Home or Hospital waiver or terminal illness waiver, described in the Prospectus. See “fees and charges” on page __, “market value adjustment” on page __ and “access to your money” on page __. The MVA may be either positive or negative, which means the MVA may increase or decrease the amount you receive upon surrender or partial withdrawal.

There are risks associated with the Contract. These risks include liquidity risks, investment risks, market risks, companyCompany risks, and interest rate risks. Also, a Market Value Adjustment and Surrender Charges and an MVA(in each case, as applicable), may apply for a number of years, so that the Contract should only be purchased for the long-term. Under some circumstances, you may receive less than your Purchase Payment and lose previously credited interest under the Contract. In addition, partial withdrawals and surrenders will be subject to income tax and may be subject to a 10% Internal Revenue Service (“IRS”) penalty tax if taken before age 59½. Accordingly, you should carefully consider your income and liquidity needs before purchasing a Contract. It is also possible that you will not earn any interest in the Risk Control Accounts.Additional information about these risks appears under “highlights”“Highlights” on page __, “access_, “Access to your money”Your Money” on page __, and “federal income tax matters”“Federal Income Tax Matters” on page __.

Please note that you could lose significantly more than 10% of your investment in a Risk Control Account under the Contract. For example, if you invested $10,000 in thewith a 0.75% Contract Fee and a 0.50% GLWB Rider Fee and allocated your investment to the Growth Account and the Index then declined by 10% or more in each of three consecutive years, your investment in the Contract at the end of the third year would be equal to $7,290.$6,975. If you surrendered the Contract at the end of that third year, you would pay a Surrender Charge equal to 8%7% of your investmentthe Contract Value or $525$433 which would leave you with $6,765.$6,542. That amount would be reduced further if a negative MVAMarket Value Adjustment applied or increased if a positive Market Value Adjustment applied. In addition, if you were age 59½ or younger at the time of the surrender, a ten percent10% tax penalty of $677$654 would apply and would reduce the amount you would havereceive from the Contract to $6,088.$5,888. This example, however, does not take into account your ability to allocate some or all of your initial investmentPurchase Payment to the Secure Account which has a floor that protects amounts allocated to that Account

account from declines in the Index. The example also does not take into account your ability to transfer some or all of your investment to the Secure Account after the first and second year.

The Contract is offered through CUNA Brokerage Services, Inc. (“CBSI”), which is the principal underwriter. The principal business address of CBSI is 2000 Heritage Way, Waverly, IA 50677. The principal underwriter is not required to sell any specific number or dollar amount of Contracts but will use its best efforts to sell the Contracts. There are no arrangements to place funds in an escrow, trust, or similar account. The offering of the Contract is intended to be continuous.

A registration statement relating to this offering have been filed with the Securities and Exchange Commission (“SEC”). You may request one by writing to our Administrative Office at 2000 Heritage Way, Waverly, Iowa 50677, or by calling 1-800-798-5500. This is a continuous offering.Prospectus can also be obtained from the SEC’s website at www.sec.gov.

This Prospectus provides important information you should know before investing.investing, including risks related to the Company’s business. Please see “Potential Risk Factors That May Affect Our Business and Our Future Results” on page __ for more information regarding these risks. Please keep thethis Prospectus for future reference.

Neither the Securities and Exchange CommissionSEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy ofdetermined if this Prospectus.Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

An investment in this Contract is The Contracts are not a bank deposit and is not insured or guaranteed by any bank or by the Federal Deposit Insurance Corporation or any other government agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal and previously credited interest.

The date of this Prospectus is May 1, 2018_______, 2019

TABLE OF CONTENTS

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The Contract may not be available in all states. This Prospectus does not constitute an offer to sell any Contract and it is not soliciting an offer to buy any Contract in any state in which the offer or sale is not permitted. We do not authorize anyone to provide any information or representations regarding the offering described in this Prospectus other than the information and representations contained in this Prospectus.

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We have tried to make this Prospectus as understandable as possible. However, in explaining how the Contract works, we have had to use certain terms that have special meanings. We define these terms below.

Accumulation Credit – A unit of measure used to calculate Risk Control Account Value.

Accumulation Credit Factor – A dollar value for each Accumulation Credit in a Risk Control Account.

Accumulation Period – The Accumulation Period isphase of the period of time that: (a)Contract that begins on the Contract Issue Date as statedand ends on your contract data page; and (b) continues until the Payout Date, unlessor the date the Contract is terminated.terminated if earlier.

Adjusted Index Value – The InitialClosing Index Value adjusted for the Index Interest Rate Cap or Index Interest Rate Floor for the current Contract Year.

Administrative Office – MEMBERS Life Insurance Company, 2000 Heritage Way, Waverly, Iowa 50677. Phone: 1-800-798-5500.

Age – Age as of last birthday.

Allocation Level – Specific levels identified in your Contract for the sole purpose of administering allocation instructions according to the requirements of the Contract.

Allocation Option Maturity Date – The last day of an Allocation Option Period. If an Allocation Option Maturity Date does not fall on a Business Day, any transactions required as of that date will be processed on the next Business Day.

Allocation Option Period – The period that begins on an Allocation Option Start Date and ends on an Allocation Option Maturity Date. Each Allocation Option Period is six years.

Allocation Option Start Date – The first day of an Allocation Option Period.

Allocation Options – All Risk Control Account and Declared Rate Account options available under the Contract for allocating your Contract Value.

Annual Free Withdrawal Amount – The amount that can be withdrawn without incurring a Surrender Charge or Market Value Adjustment each Contract Year. It is equal to 10% of the Contract Value determined at the beginning of the Contract Year.

Annual Increase Percentage – The percentage that is added to the GLWB Percentage for each completed Contract Year from the Contract Issue Date until the GLWB Payment Start Date, subject to the Maximum Annual Increase Period.

Annuitant (joint annuitant)(Joint Annuitant) – The natural person(s) whose life (or lives) determines the amount of annuity payments under the Contract.

Automatic Rebalance ProgramAuthorized Request – A programsigned and dated request that is in Good Order. A request to automatically transfer values betweenchange your allocation instructions must be signed by all Owners. A request to change a party to the Contract, change the Payout Date or request a partial withdrawal or full surrender of the Contract must be signed by all Owners. An Authorized Request may also include a phone, fax or electronic request for specific transactions.

Base Withdrawal Percentage – The GLWB Percentage on the Contract Issue Date.

Bailout Rate – A specific rate that applies to the Bailout Provision. If the Index Rate Cap for a Risk Control Account is set below the Bailout Rate, you may withdraw the Risk Control Accounts to achieve the balance of ContractAccount Value equal to the allocation percentages you requested. The Automatic Rebalance Program is only in effectfrom that Risk Control Account during the Initial Index Period.30-day period following the Contract Anniversary without a Surrender Charge and without any MVA.

Bailout Provision – If the Index Interest Rate Cap for your Risk Control Account is set below the bailout rateBailout Rate prominently displayed on your contract data pageContract Data Page attached to the front of the cover page of the Contract, the Bailout Provision allows you to make a withdrawal of some or all ofwithdraw the Contract Value attributable to that Risk Control Account without a Surrender Charge and without any MVAValue from that Risk Control

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Account during the Initial Index Period.30-day period following the Contract Anniversary. A Market Value Adjustment and Surrender Charges will not apply to such withdrawal.

Beneficiary – The person(s) (or entity) you named to receive proceeds payable due to the death of the Owner. Before the Payout Date, if no Beneficiary survives the Owner, we will pay the Death Benefit proceeds to the Owner’s estate.

Business Day – Any day both the Company andthat the New York Stock Exchange areis open for business. The Companytrading. All requests for transactions that are received at our Administrative Office in Good Order on any Business Day prior to market close, generally 4:00 P.M. Eastern Time, will be closed onprocessed as of the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmasend of that Business Day. We are closed on the day itself if those days fall Monday through Friday, the day immediately preceding if those days fall on

Closing Index Value – The closing value for an Index as of a Saturday, and the day immediately following if those days fall on a Sunday.Business Day.

Company – MEMBERS Life Insurance Company; also referred to as “we”, “our” and “us”.

Contingent OwnerContinuation Date – – A contingent owner assumes control ofThe date we receive notification that the surviving Spouse has elected to continue the Contract and becomesas the new Owner if the original Owner(s) dies before the Annuitant.in Good Order.

Contract – The MEMBERSCUNA Mutual Group Zone Income Annuity, an individual or joint owned, single premium deferred modified guaranteed index annuity contract issued by MEMBERS Life Insurance Company.

Contract Anniversary – The same day and month as the Contract Issue Date for each year the Contract remains in force. If a Contract Anniversary does not fall on a Business Day, any transactions required as of that date will be processed on the next Business Day.

Contract Fee – A fee assessed against Contract Value in the Risk Control Account(s). This fee equals a percentage of the Accumulation Credit Factor for the Risk Control Account at the start of a Contract Year. This fee compensates us for the expenses, mortality risk and expense risk assumed by us.

Contract Issue Date – The date from whichwe use to determine Contract Years and Contract Anniversaries are determined. The Contract Issue Date is shown on your contract data page.Anniversaries.

Contract Value – The currenttotal value of your annuity as provided under this Contract during the Accumulation Period. Contract Value will be impacted byAll values are calculated as of the Credited Index Interest, which may be positive or negative.

end of a Business Day.

Contract Year – Any twelve-month12-month period beginning on the Contract Issue Date or Contract Anniversary and ending one day before the next Contract Anniversary.

Credited Index InterestCovered Person(s) – The natural person(s) whose Age and lifetime we base GLWB Payments on under this Rider.

Data Page – The amount of Index Interest credited on eachPages attached to your Contract Anniversary and at time of partial withdrawal, surrender, death and annuitization. Credited Index Interest may be positive or negative and will impact Contract Value.

Credited Index Interest Rate – The rate usedthat describe certain terms applicable to determine the index interest to be applied to Contract Value.your specific Contract.

Death Benefit – The greater of Contract Value or the Purchase Payment adjusted for Credited Index Interestwithdrawals as of the date death benefitsDeath Benefits are payable. We do not apply the Surrender Charge or MVAMarket Value Adjustment in determining the death benefitDeath Benefit payable.

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Due Proof of DeathDeclared Rate Account – ProofAn account under the Contract that is part of death satisfactory to us. Such proof may consistour Declared Rate Separate Account. We credit Contract Value held in the Declared Rate Account with a single fixed annual rate of interest. We guarantee that the credited rate of interest for the duration of the following if acceptableAllocation Option Period (six years).

Declared Rate Separate Account – The MEMBERS Life Declared Rate Separate Account (“Declared Rate Separate Account”). An insulated separate account that we established within our General Account and under the laws of Iowa in which we hold reserves for our guarantees under the Declared Rate Account. Our other General Account assets are also available to us: a) a certified copymeet those and other guarantees under the Contract and our other general obligations. The Declared Rate Separate Account is not registered under the Investment Company Act of 1940.

Earnings – Your Contract Value minus Purchase Payment not previously withdrawn.

Eligible Person(s) – The natural person(s) who can be selected as the death record; b) a certified copyCovered Person(s).

Excess Withdrawal – The portion of a court decree reciting a finding of death; c)withdrawal that, when added to other withdrawals during the Contract Year, is greater than the total GLWB Payment for the current Contract Year. Excess

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Withdrawals include withdrawals prior to the GLWB Payment Start Date and deductions for any other proof satisfactory to us.applicable Surrender Charge and Market Value Adjustment.

General Account – All of the Company’s assets other than the assets in its separate accounts.

Guaranteed Lifetime Withdrawal Benefit – A withdrawal benefit feature that is part of your Contract. The Guaranteed Lifetime Withdrawal Benefit provides for GLWB Payments to be made each year for the Separate Account.life of a Covered Person(s) in the form of partial withdrawals without reducing the value of GLWB Payments in future years. The Guaranteed Lifetime Withdrawal Benefit is described in the “Guaranteed Lifetime Withdrawal Benefit” section of this Prospectus.

GLWB Benefit Base – The amount upon which the GLWB Payment is based.

GLWB Rider Fee – A fee assessed against the GLWB Benefit Base while the Guaranteed Lifetime Withdrawal Benefit is in effect. The fee compensates us for the expenses, mortality risk, and expense risk assumed by us for providing the Guaranteed Lifetime Withdrawal Benefit.

GLWB Payment(s) – The payment made each year under the Guaranteed Lifetime Withdrawal Benefit that is equal to GLWB Percentage multiplied by the GLWB Benefit Base.

GLWB Percentage – The percentage applied to the GLWB Benefit Base to determine the GLWB Payment.

GLWB Payment Start Date– The date GLWB Payments begin. The GLWB Payment Start Date must be on a Contract Anniversary.

GLWB Supplement – A supplement that accompanies this Prospectus and contains the terms used to calculate your GLWB Payment. The GLWB Supplement contains the Base Withdrawal Percentages and Annual Increase Percentages. We cannot change these percentages once they are established for your Contract. We publish changes to the GLWB Supplement at least seven calendar days before they take effect for new Contracts. The GLWB Supplement is filed on EDGAR at www.sec.gov under file number 333-XXXXXX.

Good Order – AllA request or transaction generally is considered in “Good Order” if we receive it at our Administrative Office within the time limits, if any, prescribed in this Prospectus for a particular transaction or instruction, it includes all information and supporting legal documentation necessary documentsfor us to execute the requested instruction or transaction, and formsis 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. This information and documentation necessary for a transaction or instruction generally includes, to the extent applicable: the completed application or instruction form; your contract number; the transaction amount (in dollars or percentage terms); the signatures of all Owners (exactly as indicated on the Contract), if necessary; Social Security Number or Tax I.D.; and any other information or supporting documentation that are complete andwe may require, including any consents. With respect to Purchase Payment, Good Order also generally includes receipt by us of sufficient funds to affect the purchase. We may, in our possession. To besole discretion, determine whether any particular transaction request is in “GoodGood Order,” an instruction must be sufficiently clear so that and we do not need to exercise any discretion to follow such instructions and any payment amount must meet our minimum requirements to complete the request. We reserve the right to change from time to time, our requirements for what constitutesor waive any Good Order and which documents, forms and payment amounts are required in order forrequirement at any time. If you have any questions, you should contact us to completeor your financial professional before submitting the form or request. We will provide you a written notice of any change in our requirements for what constitutes “Good Order” at least 10 days in advance of such change.

Hospital – A facility that is licensed and operated as a Hospitalhospital according to the law of the jurisdiction in which it is located.

Income PaymentPayout Option – An option to receive income payments duringThe choices available under the Payout Period.

Index – The S&P 500 Composite Stock Price or any substituted suitable alternative index. See “addition or SubstitutionContract for payout of an Index” for the criteria we would use to identify a suitable alternative index.your Contract Value.

Index, InterestIndices – InterestThe reference index (or indices) we calculate that is baseduse in part ondetermining interest credited to the performance of an Index.Risk Control Account Value.

Index Interest Rate Cap – The maximum indexannual Index Rate of Return the Company will use in calculating interest rate that we may usecredited to determine Credited Index Interest. We may change this rate at the beginning ofRisk Control Account Value for a Contract Year. The Index Rate Cap does not reflect deduction of the Contract Fee.

Index Interest Rate Floor – The minimum indexannual Index Rate of Return the Company will use in calculating interest rate that we may usecredited to determine the Credited Index Interest. This rate will equal the initial Index Interest Rate Floor shown on your contract data page and will not change duringRisk Control Account Value for the life of yourthe Contract. The Index Interest Rate FloorsFloor does not reflect deduction of the Contract Fee.

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Index Rate of Return – The change in the Index for the Secure Account and Growth Account are currently 0% and -10% respectively.current Contract Year, adjusted for the Index Rate Cap or Index Rate Floor.

Initial Index Value – The index value for the reference Index as of the beginningstart of the currenta Contract Year.

Initial Index PeriodInterest Rate – The period beginning onfixed rate of interest credited to the Contract IssueDeclared Rate Account. The Interest Rate is available two weeks in advance of the Allocation Option Start Date and ending onwill not change for the Initial Index Period Expiration Date. This period coincides with the Surrender Charge Period. See “fees and charges” for more details.

Initial Index Period Expiration Date – The last dayduration of the Initial IndexAllocation Option Period which coincides with the expiration of the Surrender Charge Period.(six years). We may change this rate on any Allocation Option Start Date.

Internal Revenue Code (IRC) – The Internal Revenue Code of 1986, as amended.

Issue DateIrrevocable Beneficiary – A Beneficiary who must consent to being changed or removed as a Beneficiary.

Market Value Adjustment – The date on which we issueamount of an adjustment (increase or decrease) that may be applied to a full surrender or partial withdrawal, also referred to as the Contract. We will only issue the Contract on the 10^th and 25^th of each month, unless the day falls on a non-business day. See “Business Day” definition for more details.MVA.

Market Value Adjustment (“MVA”) – An adjustment that we will make to the amount you receive if you surrender the Contract or take a partial withdrawal during the Initial Index 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 Contract Issue Date to the date you surrender the Contract or take a partial withdrawal. The MVA may be either positive or negative. This means that the MVA may increase or decrease the amount payable to you upon surrender or partial withdrawal.

Market Value Adjustment Index (Indices)Indices – The index (indices) that we useIndices used to determine the interest rates used to calculate the Market Value Adjustment.

Maximum Annual Increase Period – The number of years after which no further Annual Increase Percentages will be applied. The Maximum Annual Increase Period is 10 years.

Minimum Interest Rate – The minimum rate of interest usedwe will credit Contract Value held in calculating the MVA.Declared Rate Account.

Non-Qualified Contract – An annuity contract that is independent of any formal retirement or pension plan.

Nursing Home – A facility that is licensed and operates as a nursing facility according to the law of the jurisdiction in which it is located.

Owner (Joint Owner) – The person(s) (or entity) who owns thisthe Contract and whose death determines the Death Benefit. The Owner is also the person(s) (or entity) who receives income payments during the Payout Period while the Annuitant is living. If there are multiple Owners, each Owner will be a jointJoint Owner of the Contract and all references to Owner will mean jointJoint Owners. The Owner has all rights, title and interest in this Contract during the Accumulation Period.Contract. The Owner may exercise all rights and options stated in thisthe Contract, subject to the rights of any irrevocable Beneficiary.Irrevocable Beneficiary or assignee. The Owner is also referred to as “you” or “your.”

Payee – The person(s) (or entity) who receives income payments during the Payout Period

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while the Annuitant is living. The Payee is the Owner, unless otherwise designated. A minor cannot be the Payee.

Payout Date – The date we begin makingthe first income paymentspayment is paid from the Contract to the Payee from the Contract.Owner.

Payout Period – The phase the Contract is in once income payments begin.

Pro Rata – A method of allocating, withdrawing or transferring values across all Allocation Options that is proportional to the Contract Value in each Allocation Option.

Proof of Death – Proof of Death may consist of a certified copy of the death record, a certified copy of a court decree reciting a finding of death or other similar proof.

Purchase Payment – The initial payment that we require to issue the Contract. We do not allow any paymentsadditional Purchase Payment under the Contract after the initial Purchase Payment.

Qualified Contract – An annuity that is part of an individual retirement plan, pension plan or employer-sponsored retirement program that is qualified for special tax treatment under the Internal Revenue Code.

Required Minimum Distributions. The required minimum distribution (RMD) defined by the IRC for this Contract and as determined by us.

Risk Control Account – An interest crediting option to which you may allocate your contract value.Contract Value. We credit interest under each Risk Control Account based in part on the performance of a reference Index, subject to an Index Rate Cap and Index Rate Floor. There are multiple Risk Control Accounts within the Risk Control Separate Account.

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Risk Control Account Daily Contract Fee – The Contract Fee divided by the number of days in the Contract Year and then multiplied by the Accumulation Credit Factor for the Risk Control Account at the start of a Contract Year.

Risk Control Account Value – The amount of Contract Value allocated toin a Risk Control Account.

Risk Control Separate Account – AThe MEMBERS Life Risk Control Separate Account (the “Risk Control Separate Account”). An insulated separate account that we established within our General Account and under the laws of Iowa in which we hold reserves for our guarantees under the Contract.Risk Control Accounts. Our other General Account assets are also available to meet thethose and other guarantees under the Contract and our other general obligations. The portion of the assets of the separate account equal to the reserves and other contract liabilities with respect to the separate account will not be chargeable with liabilities arising out of any other business we may conduct. TheRisk Control Separate Account is not registered under the Investment Company Act of 1940.

SEC – The U.S. Securities and Exchange Commission.

Spouse – The person to whom you are legally married. The term Spouse includes the person with whom you have entered into a legally-sanctioned marriage that grants you the rights, responsibilities, and obligations married couples have in accordance with applicable state laws. Individuals who do not meet the definition of Spouse may have adverse tax consequences when exercising provisions under this Contract and any attached endorsements or riders. Additionally, individuals in other arrangements that are not recognized as marriage under the relevant state law will not be treated as married or as Spouses as defined in this Contract for federal tax purposes. Consult with a tax advisor for more information on this subject and before exercising benefits under the Contract and any attached endorsements or riders.

Surrender Charge – The charge we assess when you surrenderassociated with surrendering either some or all of the Contract or make a partial withdrawal of Contract Value during the Initial Index Period.Value.

Surrender Charge Period – The numberperiod of Contract Years beginning on the date a Purchase Payment is credited to the Contracttime during which we may assess a Surrender Charge and apply an MVA if youupon the surrender of the Contract or takewithdrawal of Contract Value from the Contract. The Surrender Charge Period begins on the Contract Issue Date and continues for a partial withdrawal. This period coincides with the Initial Index Period See “fees and charges – Surrender Charge” for more details.of six years.

Surrender Value – The amount you are entitled to receive under thisif you elect to surrender the Contract in the event this Contract is terminated during the Accumulation Period. It is equal

Terminally Ill, Terminal Illness – A life expectancy of 12 months or less due to your Contract Value, less any Surrender Charges and adjusted for any MVA.

illness or accident.

Unadjusted Index ValueU.S. GAAP – The closing valuegenerally accepted accounting principles used in the United States.

Valuation Period – The period beginning at the close of one Business Day and continuing to the close of the Index on a date on which we calculated Index Interest. If the closing value of the Index is not published on that date, we will use the closing value of the Index from the next day on which the closing value of the Index is published.

Written Request – A request in writing and in a form satisfactory to us signed by the Owner and received at our Administrative Office. A Written Request may also include a telephone or fax request for specific transactions, if permitted under our current administrative procedures.succeeding Business Day.

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The following is a “summary”summary of the key features of the Contract. This summary does not include all of the information you should consider before purchasing a Contract. You should carefully read the entire Prospectus, which contains more detailed information concerning the Contract and the Company before making an investment decision.

How Your Contract Works

Overview.Your Contract is an individual or joint owned, single premium deferred modified guaranteed index annuity contract. There are two periods to your Contract, anContract: An Accumulation Period and a Payout Period. Your Contract can help you save for retirement because it can allowby allowing your Contract Value to earn interest from the Risk Control Accounts and/or Declared Rate Account on a tax-deferred basis and you can later elect to receive retirement incomeby providing the opportunity for life or a period of years.guaranteed lifetime payments. You generally will not pay taxes on your earnings until you withdraw them.

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

During the Accumulation Period of your Contract, you allocate your Contract Value tobetween the Allocation Options. There are two types of Allocation Options: a Declared Rate Account and Risk Control Accounts, where interestAccounts. Each of these options is described below.

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The guaranteed lifetime withdrawal benefit (GLWB) provides GLWB Payments based on a percentage of your GLWB Benefit Base for the life of a Covered Person(s) as described in more detail in the “Guaranteed Lifetime Withdrawal Benefit” section of this Prospectus. You may continue to withdraw Contract Value after GLWB Payments begin. GLWB Payments must start on a Contract Anniversary and can begin on or after the first Contract Anniversary, as early as Age 50 of the Index (currently the S&P 500 Composite Stock Price Index)Covered Person (or younger Covered Person if there are two Covered Persons), subject to an Index Interest Rate Cap and Floor that is unique to each Risk Control Account. The S&P 500 Index is a stock market index based on the market capitalizations of 500 leading companies publicly traded in the U.S. stock market,or as determined by Standard & Poors. The Index can go up or down based on the stock priceslate as Age 95 of the 500 companies that comprise the Index. The Index does not include dividends paid on the stocks comprising the Index and therefore does not reflectCovered Person (or younger Covered Person if there are two Covered Persons). Once GLWB Payments begin you must take the full investment performance ofGLWB Payment amount unless the underlying stocks. We set the Index Interest Rate Caps at the Contract Issue Date and upon each Contract Anniversary. Credited Index Interest may be less than zero, depending on the Risk Control Account you elect. Guaranteed Lifetime Withdrawal Benefit is terminated.

The Accumulation Period begins on the Contract Issue Date and continues until the Payout Date.

During the Payout Period of your Contract, you can elect to receive income payments by applying Contract Value to the Income Payment Options offered in your Contract. The Payout Period begins onUpon reaching the Payout Date, and continues whilethe Covered Person(s) become the Annuitant(s). Unless the Owner chooses to surrender the Contract, income payments are paid.will be equal to the GLWB Payment. Upon the death of all Annuitants we will pay the Beneficiary an amount equal to the Contract Value immediately prior to the annuitization less the total of the income payments that have been paid by us.

Please call your registered representativefinancial professional or the Company at 1-800-798-5500 if you have questions about how your Contract works.

Purchase Payment
. You may purchase the Contract with a single initial Purchase Payment of $5,000 or more.at least $10,000. A Purchase Payment of $1,000,000that equals or moreexceeds $1 million requires our prior approval. We do not allow any payments under the Contract after the initial Purchase Payment. Multiple Contracts owned by the same individual where the sum of the Purchase Payments exceed $1,000,000equals or exceeds $1 million also require our prior approval.

Allocation OptionsOptions.
There are two Risk Control Accounts, the Secure Account and the Growth Account,Allocation Levels for your Contract, among which you may allocate all or a portion of your Purchase Payment and Contract Value. Both Risk Control Accounts are available as allocation options during the Initial Index Period. Under your Contract, you choose the duration of the Initial Index Period. We currently offer Initial Index Periods with durations of 5, 6, 7 or 10 years, but may reduce or increase the durations offered from time to time for new contracts that we issue. After the Initial Index Period, only the Secure Account will be available as an allocation option under the Contract. The Growth Account is not available after the Initial Index Period. For Contracts sold in the state of California, neither RiskValue: Level A (Allocation Option Level), and Level R (Risk Control Account Level), each is available after the Initial Index Period. After the Initial Index Period, the Owner must select either an Income Payment Option or a lump sum payment of Contract Value.described below.

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You may allocate your Purchase Payment to either or both Risk Control Accounts during the Initial Index Period, subject to the following restrictions. You must specify the percentage of your Purchase Payment to be allocated to each Risk Control Accountapplicable Allocation Level on the Contract Issue Date. The amount you direct to a particular Risk Control Accountan Allocation Option at Level A must be in whole percentages from 0% to 100% of the Purchase Payment and your total allocation must equal 100% of the Purchase Payment.. If you do not indicate your allocations on the application, our Administrative Office will attempt to contact your adviser and/or you for clarification. We will not issue the Contract without your allocation instructions.

PleaseIn the event you select a Risk Control Account option, please note that at any time the Index Interest Rate Cap for your Risk Control Account is less than the bailout rate specified in the Bailout Provision (as shown on your contract data page,Contract Data Page), we may, at our discretion, restrict transferallocations into that Risk Control Account. (See “accessSee “Access to your moneyYour Money – Bailout Provision” in this Prospectus for more details.)

TheIn addition, as it relates to the Risk Control Accounts, the Index Interest Rate Floor is the minimum index interest rate that we may useIndex Rate of Return used as part of the Accumulation Credit Factor calculation for determining the value of a Risk Control Account, prior to determine Creditedthe deduction of the Contract Fee and GLWB Rider Fee. The Index Interest.Rate Floor will not change during the life of your Contract. The Secure Account has an Index Interest Rate Floor of 0% and the Growth Account has an Index Rate Floor of -10%. Credited Index Interest for any Contract Year can never be below 0%. ThisFor the Secure Account, this means that any negative investment performance of the Index over the one-year period used in determining Credited Index Interest would not reduce your Contract Value at the end of a Contract Year. The Secure Account provides your Contract Value the most protection from negative investment performance of the Index.

The Index Interest Rate Cap is the maximum index interest rate that we may use to determine Credited Index Interest. The Index Interest Rate CapYear; and for the Secure Account will always be positive and will never be less than the minimum Index Interest Rate Cap for the Secure Account equal to 1.0%.

On the other hand, the Growth Account, has an Index Interest Rate Floor of -10%. Credited Index Interest for any Contract Year can never be below -10%. Thisthis means that any negative investment performance of the Index over the one-year period used in determining Credited Index Interest could result in negative Credited Index Interest being credited that would not reduce your Contract Value at the end of the Contract Year. However, any negative Credited Index Interest would not reduce your Contract Value in a Contract Year by more than 10% regardless of whether the even if such

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negative investment performance is worse than -10%. However, as noted on the cover page of this Prospectus, you could lose more than 10% of your investment in a Risk Control Account due to the application of Surrender Charges, Contract fees, negative Market Value Adjustments, the GLWB Rider Fee, and federal tax penalties.

Moreover, the Index Rate Cap is the maximum Index Rate of Return used as part of the Accumulation Credit Factor calculation for determining the value of a Risk Control Account, prior to the deduction of the Contract Fee and GLWB Rider Fee. The portion of the Purchase Payment allocated to a Risk Control Account on the Contract Issue Date will be subject to the Index overRate Caps in effect on the one-year period was less than -10%Contract Issue Date.

On the first Contract Anniversary and any subsequent Contract Anniversary, we will declare an Index Rate Cap which we guarantee for the next Contract Year. We will notify you of any such change to the Index Rate Cap at least two weeks prior to the Contract Anniversary. The Index Rate Caps will always be positive and will range between 1% and 75%. In return for accepting some risk of loss to your Contract Value allocated to the Growth Account,Accounts, the Index Interest Rate CapCaps declared for the Growth Account wouldwill be higher than the Index Interest Rate Cap declared for the Secure Account for the same Initialperiod and reference Index, Period which allows the potential for a higher positive Credited Index Interest to be applied to yourincrease in Contract Value allocated tofor the Growth Account.

The same Index Interest Rate Capwill be used for each Risk Control Account for the Growth Account will always be positive and will never be less thanduration of the minimum Index Interest Rate Cap forAllocation Option Period. However, if the Growth Account equal to 1.0%.

We reserve the right to add or substitute the Index. We will substitute the Index if thepublication of an Index is discontinued, or calculation of the Index is materially changed.changed, we will substitute a suitable Index that will be used for the remainder of the Allocation Option Period and will notify you of the change in advance. If we substitute thean Index, the performance of the new Index may differ from the original Index. This,Index, which may, in turn, may affect the Credited Index Interest you earn.index interest credited and your Contract Value.

Right to Examine
The Contract provides for an initial “right to examine” period. The OwnerWe may rejectoffer additional Risk Control Accounts with the Contract for any reason by forwarding the Contract to us with a Written Requestsame or additional Indices at our Administrative Office within 10 daysdiscretion. We may also discontinue a Risk Control Account, effective as of receiving it, or such longer period as the state in which your Contract was issued may require.

If you exercise this “Right to Examine”, the Contract will terminate andan Allocation Option Maturity Date. In any case, we will refund your Purchase Payment. Some states may require that we refundnotify you of the Contract Value, which reflects interest, positiveaddition or negative, based on changes in the Index. The state in which your Contract is issueddiscontinuation of a Risk Control Account. Such a change will determine which method we use. If your Contract is an IRA under the Internal Revenue Code, we will refund your Purchase Payment. Refunds will not be subject to a Surrender Charge or MVA and willany applicable regulatory approval that may be paid within seven Business days following our receiptrequired.

The portion of the Contract.

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Rebalancing / Reallocation
Upon each Contract Anniversary, after Credited Index Interest has been applied,Purchase Payment allocated to the Automatic Rebalance Program will reallocate your Contract Value between the Risk Control Accounts based on your most recent allocation instructions that we have on file or the allocation appliedDeclared Rate Account on the Contract Issue Date if no additional allocation change requests have been made.

You may change your allocation of Contract Value between Risk Control Accounts. There are no limits onwill be credited with the number of requests that you can make. Any such change will takeInterest Rate in effect on the next Contract Anniversary. Your requestIssue Date. On the first Allocation Option Maturity Date and any subsequent Allocation Option Maturity Date, we will declare an Interest Rate which we guarantee for the new Allocation Option Period of six years. We will notify you of any such change to change your allocation instructions must be received at our Administrative Officethe Interest Rate at least two Business Daysweeks prior to your Contract Anniversary for the instructions to be effective for that Contract Anniversary. If we do not receive your Written Request in time for the next Contract Anniversary, your instructions will be effective the following Contract Anniversary.

Please note that at any time the IndexAllocation Option Maturity Date. The Interest Rate Cap for your Risk Control Account iswill never be less than the bailout rate specifiedMinimum Interest Rate on your contract data page, we may, at our discretion, restrict transfers into that Risk Control Account and may not reallocatethe Contract Issue Date.

Rebalancing / Reallocation. We will automatically rebalance your Contract Value between Risk Control Accounts underAllocation Options to return your Contract Values to the Automatic Rebalance Program. See “access to your money – Bailout Provision” for more details.Allocation Levels on file with us. Any new allocation change request will supersede any prior allocation instructions.

Withdrawal Options
Options.The Contract offers the following liquidity features during the Accumulation Period:

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Withdrawals and surrenders are subject to income taxes, and if taken before the owner is age 59½, tax penalties may apply. See “Federal Income Tax Matters” on page __ and “Access to Your Money” on page __ for more details. Withdrawals will also reduce the Death Benefit and may reduce GLWB Payments.

Surrender Charge.  The Surrender Charge Period begins on the Contract Issue Date and continues for a period of six years. The maximum Surrender Charge is 9% of Contract Value withdrawn (See “Fees and Expenses” on page __).

Market Value Adjustment. The Market Value Adjustment (MVA)
For partialapplies to withdrawals and upon full surrender of Contract Value in excess of the free annual withdrawal amount during the Initial Index Period, we will apply an MVA.and is calculated separately for each Allocation Option. The MVAMarket Value Adjustment can increase or decrease your amount withdrawn or the Surrender Value, depending on how economic indicators have changed since your Contract was issued (see “market value adjustment” sectionAllocation Option Start Date. See “Market Value Adjustment” for more details).details. You may lose a portion of your principal and previously credited interest due to the MVA.Market Value Adjustment. The Market Value Adjustment is not assessed upon the following:

Bailout Provision. We will set a single Bailout Rate for all Risk Control Accounts under the Secure Account option and a single Bailout Rate for all Risk Control Accounts under the Growth Account option. The Bailout Rate for Risk Control Accounts under the Secure Account option may range from 1.5% to 10% while the Bailout Rate for Risk Control Accounts under the Growth Account option may range from 2.0% to 25%. The Bailout Rates will be prominently displayed on your Contract Data Page and will not change during the life of your Contract.

If the Index Rate Cap for a Risk Control Account is set below the Bailout Rate for that Risk Control Account, you may withdraw the Risk Control Account Value from that Risk Control Account during the 30-day period following the Contract Anniversary by Authorized Request. A Market Value Adjustment and Surrender Charge will not apply to such withdrawal. Your Authorized Request to withdrawal Risk Account Control Account Value must be received in Good Order during this 30-day period. If the request is not received during this 30-day period or the request is not in Good Order, no withdrawal will occur.

If the Bailout Rate equals the Index Rate Cap for your Risk Control Account, you will not be eligible to withdraw your Risk Control Account Value under the Bailout Provision. For example, if the Bailout Rate for the Secure Account is set at 1.50% and the Index Rate Cap for the Secure Account is set at 1.50%, you would not be eligible to withdraw under the Bailout Provision.

At any time, the Index Rate Cap for your Risk Control Account is less than the Bailout Rate specified on your Contract Data Page, we may, at our discretion, restrict allocations into that Risk Control Account.

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See “Access to Your Money – Bailout Provision” for more details.

Income Options. You have several income options to choose from during the Payout Period. Upon reaching the anticipated Payout Date, income payments will equal the GLWB Payment unless the Owner elects to surrender the Contract.

Death Benefit.  The Death Benefit during the Accumulation Period is equal to the greater of Contract Value or the Purchase Payment adjusted for withdrawals as of the date the Death Benefit is payable. We do not apply a Surrender Charge or Market Value Adjustment in determining the Death Benefit payable.

Right to Examine. You may cancel your Contract and receive either your Purchase Payment or your Contract Value depending upon applicable state law (See Right to Examine on page __).

Contract Charges

An investment in the Contract involves certain fees and expenses, including the Contract Fee, Surrender Charge
For partial withdrawalsCharges, and surrenders during the Initial Index Period, we deduct a Surrender ChargeGLWB Rider Fee. The Contract Fee is equal to a percentage0.75% of the value allocated to the Risk Control Account Allocation Options. The Contract Fee does not apply to the Declared Rate Account Allocation Option. The GLWB Rider Fee is equal to 0.50% of the average daily GLWB Benefit Base for the prior Contract Year. The GLWB Fee is deducted Pro Rata from the Contract Value withdrawn that is in excess of the free annual withdrawal amount (see the “fees and charges” section for more details). We will deduct the Surrender Charge before we apply any MVA. For an example of how we calculate the amount you receive when you make a partial withdrawal during the Initial Index Period, see Examples 1 and 2 in “appendix a” to this Prospectus.

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Surrender Charge and Market Value Adjustment Hardship Waivers
We will not deduct a Surrender Charge or apply an MVA to a partial withdrawal or surrender made in the case of the following life events:

There are waiting periods and other restrictions that apply to these waivers, which are discussed in greater detail in the “access to your money” section.

Bailout Provision
We will set a bailout rate for each Risk Control Account. The bailout rate will be prominently displayedAllocation Option on your contract data page attached to the front of the cover page of the Contract Anniversary. For a full description of all such fees and will not change duringexpenses, please see the Initial Index Period. If the Index Interest Rate Cap for your Risk Control Account is set below the bailout rate for that Risk Control Account, the Bailout Provision allows you to make a withdrawalsection of some or all of the Contract Value attributable to that Risk Control Account during the Initial Index Period without incurring any Surrender Chargethis Prospectus entitled “Fees and without the application of any MVA during the 30-day period following a Contract Anniversary. However, if you are age 59½ or younger at the time of such withdrawal, a 10% tax penalty may apply. At any time the Index Interest Rate Cap for your Risk Control Account is less than the bailout rate specified on your contract data page, we may, at our discretion, restrict transfers into that Risk Control Account. See “access to your money – Bailout Provision” for more details.Expenses”.

Change of Annuitant Endorsement Charge

If you change the Annuitant within the first two Contract Years, we reserve the right to assess a fee to offset the expenses incurred. This fee will not exceed $150 and will be assessed on a pro-rata basis proportional to your Contract Value in the Risk Control Accounts.

Income Options
You have several income options to choose from during the Payout Period. Income payments will start on the Payout Date, and continue based on the option you elect.

Death Benefit
The Contract provides a Death Benefit during the Accumulation Period. The Death Benefit is equal to the Contract Value adjusted for Credited Index Interest as of the date Death Benefits are payable. We do not apply the Surrender Charge or MVA in determining the Death Benefit payable.

Benefits of Your Contract

Your Contract offers you several benefits.

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Risk Factors

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

8Index Rate of Return Risk.If you are invested in a Risk Control Account and the relevant Index declines, it may or may not reduce your Risk Control Account Value. This depends on the Risk Control Account to which you allocated your Contact Value. Nevertheless, you always assume the investment risk that no index interest will be credited and therefore the Index Rate of Return will not increase your Accumulation Credit Factor (and, ultimately, your Risk Control Account Value). You also bear the risk that sustained declines in the relevant Index may cause the Index Rate of Return to not increase your Accumulation Credit Factor (and, ultimately, your Risk Control Account Value) for a prolonged period. If your Risk Control Account Value is allocated to the Growth Account, you also assume the risk of a negative Index Rate of Return (crediting negative index interest), which means your Accumulation Credit Factor and, ultimately, the Risk Control Account Value allocated to the Growth Account, will decline. In addition, you assume the risk that the Index Rate Cap can be reduced to as little as 1.0%.

Please note that in an increasing interest rate environment, the Market Value Adjustment could reduce the amount received to less than the protection provided by the Index Rate Floor. Ownership of a Contract does not provide ownership rights of the securities that are constituents of the Index.

Liquidity Risk. We designed your Contract to be a long-term investment that you may use to help save for retirement and provide lifetime income. Your Contract is not designed to be a short-term investment. While you are permitted to take partial withdrawals from the Contract or fully surrender the Contract during the Accumulation Period by Authorized Request, such withdrawals may be subject to a Surrender Charge and Market Value Adjustment and may impact your Guaranteed Lifetime Withdrawal Benefit and Death Benefit. We may defer payments made under this Contract for up to six months if the insurance regulatory authority of the state in which we issued the Contract approves such deferral.

Loss of Principal Risk. Investment in the Risk Control Growth Account could result in a loss of principal and previously credited interest. Although investment losses in the Growth Account are subject to an Index Interest Rate Floor of -10%, losses of as much as -10% in one year and possibly greater than -10%

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over multiple years could result in a loss of previously credited interest and a loss of principal. Withdrawals and surrenders could also result in a loss of previously credited interest or principal even if performance has been positive because of Surrender Charges, the Market Value Adjustment, and the fees deducted.

Market Risk.  The historical performance of an Index relating to a Risk Control Account should not be taken as an indication of the future performance of the Index. The performance of an Index will be influenced by complex and interrelated economic, financial, regulatory, geographic, judicial, political and other factors that can affect the capital markets generally, and by various circumstances that can influence the performance of securities in a particular market segment.

Risk That We May Eliminate or Substitute an Index - There is no guarantee that the Index will be available during the entire time you own your Contract. We may replace currently available indices if they are discontinued or there is a material change in the calculation of the Index. If we substitute the Index, the performance of the new Index may differ from the original Index. This, in turn, may affect the credited index interest you earn and affect how you want to allocate Contract Value between available Risk Control Accounts. We will not substitute the Index until the new Index has been approved by the insurance department in your state. If we substitute the Index and you do not wish to allocate your Contract Value to the Risk Control Accounts available under the Contract, you may surrender your Contract, but you may be subject to a Surrender Charge and an MVA, which may result in a loss of principal and credited index interest. A surrender of the Contract may also be subject to taxes and tax penalties.

If an Index is substituted in the middle of a Contract Year, we will calculate index interest up to the date the first Index terminates. Index interest will then be calculated from the date the new Index is used until the Contract Anniversary and the two index interest amounts will be added together to determine the credited index interest for the Contract Year.

We will notify you in your annual report of any addition of an index or substitution or removal of the Index or otherwise in writing where it is necessary to provide advance written notification of the change prior to your Contract Anniversary. See “Addition or Substitution of an Index” for more details.

Note: When you purchase the Contract, you are not buying shares in a securities index or shares of stock. The Index does not reflect dividends paid on the stocks comprising the Index, and, therefore, the calculation of the performance of the Index under the Contract does not reflect the full investment performance of the underlying securities.

Risk Control Account Allocation Restriction. At any time, the Index Rate Cap for your Risk Control Account is less than the Bailout Rate specified on your Contract Data Page, we may, at our discretion, restrict allocations into that Risk Control Account. See “Access to Your Money – Bailout Provision” for more details.

Creditor and Solvency Risk. Our General Account assets support the guarantees under the Contract and are subject to the claims of our creditors. As such, the guarantees under the Contract are subject to our financial strength and claims-paying ability, and therefore, to the risk that we may default on those guarantees. You need to consider our financial strength and claims-paying ability in meeting the guarantees under the Contract. You may obtain information on our financial condition by reviewing our financial statements included in this Prospectus. Additionally, information concerning our business and operations is set forth in the section of this Prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Other Important Information You Should Know

9No Ownership Rights – You have no ownership rights in the underlying stocks comprising the reference Indexes. Purchasing the Contract is not equivalent to investing in the underlying stocks comprising the

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Indexes. As the Owner of the Contract, you will not have any ownership interest or rights in the underlying stocks comprising the Indexes, such as voting rights, dividend payments, or other distributions.

No Affiliation with Index or Underlying Stocks – We are not affiliated with the sponsors of the Indexes or the underlying stocks comprising the Indexes. Consequently, the Indexes and the issuers of the underlying stocks comprising the Indexes have no involvement with the Contract.

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

Guaranteed Lifetime Withdrawal Benefit

The Guaranteed Lifetime Withdrawal Benefit is automatically included with your Contract and provides GLWB Payments for the lifetime of the Covered Person(s). The Covered Person(s) must be an Eligible Person(s) based on the single life or joint life option you select on the Contract Issue Date. An Eligible Person(s) may be you, your Spouse, or the Annuitant, depending upon who owns the Contract. See the “Getting Started – The Accumulation Period” section for more details. There are restrictions on who can become a Covered Person. Also, joint life GLWB Payments are not available for non-natural owners. Please refer to the “Getting Started – The Accumulation Period” section in this Prospectus for more information regarding these restrictions.

GLWB Payments begin on a Contract Anniversary. Once GLWB Payments begin, the full amount of the GLWB Payment must be taken each year. GLWB Payments continue during the life of the Covered Person(s) unless the Guaranteed Lifetime Withdrawal Benefit Rider is terminated. Please see the “Guaranteed Lifetime Withdrawal Benefit” section of this prospectus for information on when the Guaranteed Lifetime Withdrawal Benefit terminates. We assess a fee for the Guaranteed Lifetime Withdrawal Benefit as discussed in the “Fees and Expenses” section of the Prospectus. You may continue to make withdrawals and the Death Benefit is still payable after GLWB Payments begin.

The annual GLWB Payment is equal to the GLWB Percentage multiplied by the GLWB Benefit Base. The GLWB Percentage is determined on the GLWB Payment Start Date and is equal to the Base Withdrawal Percentage plus the Annual Increase Percentage multiplied by the number of completed Contract Years from the Contract Issue Date until the GLWB Payment Start Date for a maximum of 10 years.

The Base Withdrawal Percentage and Annual Increase Percentage are determined based on your election of either single life or joint life option rates using the Age of the younger Covered Person(s) on the Contract Issue Date. The Base Withdrawal Percentage and Annual Increase Percentage are stated in the GLWB Supplement which accompanies this Prospectus.

The GLWB Benefit Base is initially equal to the Purchase Payment. On each Contract Anniversary, unless the Guaranteed Lifetime Withdrawal Benefit Rider is terminated, if the current Contract Value is greater than the current GLWB Benefit Base, the GLWB Benefit Base will be reset to equal the current Contract Value.

Once established, the GLWB Payment can only decrease if you take an Excess Withdrawal. An Excess Withdrawal is the portion of a withdrawal that, when added to other withdrawals taken during the Contract Year, is greater than the total GLWB Payment for the current Contract Year. If an Excess Withdrawal causes the Contract Value to be less than $2,000, your Contract will terminate and GLWB Payments will cease. Before processing the full surrender, we will attempt to contact you or your financial professional to provide the opportunity for you to take a lessor withdrawal to maintain a Surrender Value of at least $2,000. If we are unable to contact you on the Business Day we receive your request, we will process the full surrender.

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The following information describes the fees and expenses you will pay when buying, owning, and surrendering the Contract.

Surrender Charge⁽¹⁾  (as a percentage of Contract Value withdrawn)

Contract Annual Expenses

Contract Fee (assessed as a percentage of Contract Value in the Risk Control Account)⁽²⁾ .........0.75%

GLWB Rider Fee (assessed as a percentage of the GLWB Benefit Base)⁽³⁾ ...................0.50%

Other Expenses

Premium Tax⁽⁴⁾ (as a percentage of the Purchase Payment) ......................................N/A

Surrender Charge

We describe yourdeduct a Surrender Charge from each withdrawal during the Surrender Charge Period that exceeds the Annual Free Withdrawal Amount. The Surrender Charge schedule is expressed as a percentage of the Contract Value as shown in the Surrender Charge table.

The Surrender Charge, if any, is calculated using the following formula:

Surrender Charge amount = W x SC%, where

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For an example of how we calculate the Surrender Charge, see Appendix A to this Prospectus.

We will not assess the Surrender Charge on:

Surrender Charges offset promotion, distribution expenses, and investment risks born by the Company. To the extent Surrender Charges are insufficient to cover these risks and expenses, the Company will pay for the costs that it incurs out of the Contract Fees it collects and from its General Account.

For information on the Annual Free Withdrawal Amount and Surrender Charge waivers, see “Access to Your Money.”

Other Information

We assume investment risks and costs in providing the guarantees under the Contract. These investment risks include the risks we assume in providing the Index Rate Floors for the Risk Control Accounts, the Interest Rate for the Declared Rate Account, the surrender rights available under the Contract, the Guaranteed Lifetime Withdrawal Benefit, the Death Benefit and the income payments. We must provide the rates and benefits set forth in your Contract below. Contracts issuedregardless of how our General Account investments that support the guarantees we provide perform. To help manage our investment risks, we engage in certain risk management techniques. There are costs associated with those risk management techniques. You do not directly pay the costs associated with our risk management techniques. However, we take those costs into account when we set rates and guarantees under your state may provide different featuresContract.

The Prospectus describes all material rights, benefits and benefits than those described in this Prospectus. Aobligations under the Contract. All material difference may include the length of the right to examine period, the amount of and ability to waive the Surrender Charge, the Payout Date, or the availability of certain Income Payment Options. In addition, certain benefit options may not be available in all states. We will include any such state variations in the Contract are described in Appendix B to this Prospectus and in your Contract. Please review Appendix B for any variations from standard Contract provisions that may apply to your Contract based on the state in which your Contract was issued. Your registered representativefinancial professional can provide you with more information about those state variations.

Purchasing a Contract

We offer the Contract to individuals, certain retirement plans, and other entities. To purchase a Contract, you and the Annuitant must be at least Age 21 and no older than ageAge 85.

We sell the Contract through registered representativesfinancial professionals who are also are agents of the Company. To start the purchase process, you must submit an application to your registered representative.financial professional. The Purchase Payment must either be paid at the Company’s Administrative Office or delivered to your registered representative.financial professional. Your registered representativefinancial professional will then forward your completed application and Purchase Payment (if

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applicable) to us. After we receive a completed application, Purchase Payment, and all other information necessary to process a purchase order in Good Order, we will begin the process of issuing the Contract. ThereContract on the next Contract Issue Date available. The selling firm’s determination of whether the Contract is suitable for you may be delays indelay our processing of your application because of delays in receipt of your application from the selling firm or because of delays in determining whether your Contract is suitable to you.application. Any such delays will affect when we issue your Contract. If the application for a Contract is properly completed and is accompanied by all the information necessary to process it, including payment of the Purchase Payment, the Purchase Payment will be allocated to the Allocation Options you choose on the next available Contract Issue Date.

IMPORTANT: You may use the Contract with certain tax qualified retirement plans (“IRAs”IRA”). The Contract includes attributes such as tax deferral on accumulated earnings. Qualified retirement plans provide their own tax deferral benefit; the purchase of this Contract does not provide additional tax deferral benefits beyond those provided in the qualified retirement plan. Accordingly, if you are purchasing this Contract through a qualified retirement plan, you should consider purchasing the Contract for its other features such as Credited Index Interest that is locked-in each Contract Year, and other non-tax related benefits. Please consult a tax adviser for information specific to your circumstances to determine whether the Contract is an appropriate investment for you.

If mandated by applicable law, including Federal laws designed to counter terrorism and prevent money laundering, we may be required to reject your Purchase Payment. We may also be required to provide additional information about you or your Contract to government regulators. In addition, we may be required to block an Owner’s Contract and thereby refuse to honor any request for transfers, partial withdrawals, surrender, GLWB Payments, income payments, and Death Benefit payments, until instructions are received from the appropriate government regulator.

Tax-Free “Section 1035” Exchanges

You can generally exchange one annuity contract for another in a “tax-free exchange” under Section 1035 of the Internal Revenue Code. Before making an exchange, you should compare both contracts carefully. Remember that if you exchange another contract for the one described in this Prospectus, you might have to pay a Surrender Charge or negative Market Value Adjustment on the existing contract. If the exchange does not qualify for Section 1035 tax treatment, you may have to pay federal income tax, including a possible penalty tax, on your old contract. There will be a new Surrender Charge Period for this Contract and other charges may be higher (or lower) and the benefits may be different. There may be delays in our processing of the exchange. You should not exchange another contract for this one unless you determine, after knowing all the facts that the exchange is in your best interest. In general, the person selling you this Contract will earn a commission from us.

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Owner

The Owner meansis the owner namedperson(s) (or entity) who own(s) the Contract and, in the application or any successorcase of a natural person(s), whose death determines whether the Death Benefit is payable. While the Owner is living, the Owner is also the person(s) (or entity) who receives income payments during the Payout Period while the Annuitant is also living. If there are multiple Owners, each Owner will have equal ownership of the Contract and all references to Owner will mean Joint Owners. Joint Owners are only allowed if ownership has been assigned. the Owner and Joint Owner are Spouses. Additionally, Joint Owners are only allowed for non-qualified annuities.

The Owner names the Annuitant or Joint Annuitants. If the Owner is not a natural person, a Joint Owner and Joint Annuitant cannot be named. All rights under the Contract may be exercised by the Owner, subject to the rights of any other Owner and any irrevocably namedIrrevocable Beneficiary.

Any change Assignment of the Contract by the Owner is not permitted unless the state in which the Contract is issued requires us to provide the Owner the right to assign the Contract, as identified in Appendix B to this Prospectus. In that case, the Owner must provide us with advance Written Notice of the assignment and the assignment is subject to our acceptanceapproval, unless those requirements are inconsistent with the law of the state in which the Contract is issued.

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The Owner may request to change the Owner at any time before the Payout Date. If a Joint Owner is changed (or is named), the Joint Owner must be the Owner’s Spouse. If an Owner is added or changed, the amount that will be paid upon the death of the new Owner will be impacted as described in the “Death Benefit” section in this Prospectus. The Guaranteed Lifetime Withdrawal Benefit may also be impacted as described in the “Guaranteed Lifetime Withdrawal Benefit” section in this Prospectus. Any change of Owner must be made by Authorized Request and weis subject to our acceptance. We reserve the right to refuse such change on a non-discriminatory basis. Unless otherwise specified by the Owner, such change, if accepted by us, will take effect as of the date the Authorized Request was signed. We are not liable for any payment we make or action we take before we receive the Authorized Request.

If an Owner who is a natural person dies during the Annuitant’s lifetime, theAccumulation Period, your Beneficiary is entitled to thea Death Benefit. The Death Benefit becomes payable at the death of the Owner (if there are Joint Owners, the Death Benefit will become payable after the firstIf you have a Joint Owner, dies). If an Owner is not a natural person and the Annuitant dies before the Payout Date, the Death Benefit will be payable toavailable when the Beneficiary.first Joint Owner dies. If you havethere is a surviving Owner and he or she is the Spouse of the deceased, the surviving Spouse will be treated as the sole primary Beneficiary, and any questions concerning the criteria you should use when choosing Annuitants under the Contract, consult your registered representative.other designated Beneficiary will be treated as a contingent Beneficiary.

Divorce

In the event of divorce, the former spouseSpouse must provide a copy of the divorce decree (or a qualified domestic relations order if it is a qualified plan) to us. The terms of the decree/order must identify the Contract and specify how the Contract Value should be allocated among the former spouses.Spouses.

BeneficiaryAnnuitant

You name a Beneficiary when you apply forThe Annuitant is the natural person(s) whose life (or lives) determines the income payment amount payable under the Contract. AtIf the Owner is a natural person, the Owner may change the Annuitant at any time provided it is at least 30 days before the Payout Date by Authorized Request. Unless otherwise specified by the Owner, such change will take effect as of the date the Authorized Request was signed. We are not liable for any payment we make or action we take before we receive the Authorized Request. If you change the Annuitant, the Payout Date will not change. If the Owner is not a natural person, the Annuitant cannot be changed. The Annuitant does not have any rights under the Contract.

Eligible Person

An Eligible Person(s) is the natural person(s) who can be selected as the Covered Person(s) under the Guaranteed Lifetime Withdrawal Benefit. Eligible Person(s) are determined on the Contract Issue Date.

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Covered Person

The Covered Person(s) is the natural person(s) whose Age and lifetime we base GLWB Payments on for the Guaranteed Lifetime Withdrawal Benefit. The Covered Person(s) must be selected on the Contract Issue Date. If one Covered Person is selected, you have elected single life option rates. If two Covered Persons are selected, you have elected joint life option rates. After the Contract Issue Date, you cannot request to add, remove or replace a Covered Person, even if you add or change an Owner, Annuitant, or Beneficiary except as described in this Prospectus.

If a Covered Person is no longer an Owner, Joint Owner, Annuitant, or Beneficiary as required, we will remove that person from the Guaranteed Lifetime Withdrawal Benefit and they will no longer be a Covered Person. Once we remove a Covered Person from the Guaranteed Lifetime Withdrawal Benefit, the Covered Person cannot be reinstated.

If at any time joint Covered Persons are no longer Spouses, you must send us notice of the divorce by Authorized Request. Upon receipt of such notice, we will remove one former Spouse from the Contract as a Covered Person as indicated by the divorce or settlement decree, as applicable.

If a Covered Person is removed and one Covered Person still remains, the following will occur:

Beneficiary

The Beneficiary is the person(s) (or entity) named by you to receive the proceeds payable upon your death. If there are Joint Owners and an Owner dies before the Payout Date, the surviving Spouse Owner will be treated as the sole primary Beneficiary and any other designated Beneficiary will be treated as a contingent Beneficiary. Prior to the Payout Date, if no Beneficiary survives the Owner, the proceeds will be paid to the Owner’s estate. If there is more than one Beneficiary, each Beneficiary will receive an equal share of the Death Benefit, unless otherwise specified by the Owner. If there are joint Owners and we are unable to determine that one of the joint Owners predeceased the other, we will treat the joint Owners as having died simultaneously. In that case, one-half of the Death Benefit will be payable to each Joint Owner’s estate.

You may change the Beneficiary by a Writtenan Authorized Request sent to us, or you may name one or more Beneficiaries. A change of Beneficiary will take effect on the date the WrittenAuthorized Request was signed. If there are multipleJoint Owners, each Owner must sign the WrittenAuthorized Request. In addition, any irrevocableIrrevocable Beneficiary or assignee must sign the WrittenAuthorized Request. Any change is subject toWe are not liable for any payment we make or other actionsaction we tooktake before we received the request to change the Beneficiary at our Administrative Office.

Before the Payout Date, if no Beneficiary survives the Owner, we will pay the Death Benefit proceeds to the Owner’s estate (if Joint Owners, the surviving Owner will receive the Death Benefit proceeds).Authorized Request.

Use care when naming Beneficiaries. If you have any questions concerning the criteria you should use when choosing Beneficiaries, consult your registered representative.financial professional.

Right to Examine

You may cancel your Contract and return it to your registered representativefinancial professional or to us within a certain number of days after you receive the Contract and receive a refund of either the Purchase Payment you paid less

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withdrawals or your Contract Value, depending uponon the state in which your Contract was issued. However, ifIf the Contract Value exceeds your Purchase Payment you will receive the Contract Value regardless of where the Contract was issued. If the Purchase Payment exceeds the Contract Value, the refund will be your Contract Value unless the state in which the Contract was issued requires that the Purchase Payment less withdrawals be returned. If your Contract is an IRA, under the Internal Revenue Code, we will refund the greater of your Purchase Payment.Payment less withdrawals or your Contract Value. Generally, you must return your Contract within 10 days of receipt (30 days if it is a replacement contract), but some states may permit a longerdifferent period for you to return your Contract. Refunds will not be subject to a Surrender Charge or Market Value Adjustment and will be paid within seven days following the date of cancellation. State variations are described in Appendix B to this Prospectus.

Purchase Payment

If the application for a Contract is in Good Order, which includes our receipt of the Purchase Payment, we will issue the Contract on the next available Contract Issue Date. Contract Issue Date’s offered by the Company are currently the 10^th and 25^th of each month unless those days fall on a non-Business Day. In that case, we issue the Contract on the next Business Day.

The minimum initial Purchase Payment for a Non-Qualified or Qualified Contract is $5,000. Our approval is required for a$10,000. A Purchase Payment that equals or exceeds $1 million requires our prior approval. Multiple Contracts owned by the same individual where the sum of $1,000,000the Purchase Payments equals or more. We do not allow any paymentsexceeds $1 million also require our prior approval.

Purchase Payment and Allocation

There are two Allocation Levels available under the Contract, after the initial Purchase Payment.

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among which you may allocate your Purchase Payment Allocationand Contract Value: Level A (Allocation Option Level), and Level R (Risk Control Account Level).

You must specify the percentage of your Purchase Payment to be allocated to each Risk Control AccountAllocation Level on the Contract Issue Date. The amount you direct to a particular Risk Control Accountan Allocation Level must be in whole percentages from 1%0% to 100% of the Purchase Payment and your total allocation must equal 100% of the Purchase Payment. You may allocate your Purchase Paymentat each Allocation Level. The maximum percentage that can be allocated to eithereach Allocation Option or both Risk Control Accounts.

We will only issue the Contract on the 10^th and 25^th of each month (an “Issue Date”)Account is 100%. If we receive your Purchase Payment and all necessary paperwork to process your Contract before the Issue Date, we will deposit your Purchase Payment in our General Account. We then will transfer your Purchase Payment, based on the allocation you specified, to the Risk Control AccountsThe maximum percentage is established on the Contract Issue Date. YourDate and will not change during the life of the Contract.

The Purchase Payment will beginbe allocated on the Contract Issue Date to earn Index Interest, if any, only after it has been allocatedthe Allocation Options (according to the allocation instructions on file with us for Level A and Level R) as of your Allocation Option Start Date. Your initial Allocation Option Start Date is the Contract Issue Date.

Transactions that are scheduled to occur on a day that the Accumulation Credit Factor for a Risk Control Account(s).Account is not available will be processed on the next Business Day at the Accumulation Credit Factor for the Risk Control Account next determined.

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Automatic Rebalancing

automatic rebalance program

Each Contract Anniversary, duringDuring the Initial IndexAccumulation Period, we will automatically rebalance your Contract Value among the Riskbetween Level A (Allocation Option Level) and Level R (Risk Control AccountsAccount Level) based on your most recent allocation instructions that we have on file or the allocation applied on the Contract Issue Date if you have not made any additional allocation change requests. This means, for example, that if your allocation instructions require that 50% of your Contract Value be allocated to the Secure Account and 50% of your Contract Value be allocated to the Growth Account, we will transfer your Contract Values between those Accounts on the Contract Anniversary so that 50% of your Contract Value has been allocated to both the Secure Account and Growth Account following the transfer.

You may change your allocation of Contract Value between the Risk Control Accounts once each Contract Year.Anniversary. Any new allocation change request will supersede any prior allocation change requests you made. There

For example, assume Level A allocations are no limits80% to Risk Control Accounts that use the S&P 500 Index as a reference Index and 20% to the Declared Rate Account. Assume Level R allocations for the S&P 500 Index are 40% to the Secure Account and 60% to the Growth Account. If on the number of requestsContract Anniversary the total Contract Value is $100,000, then after rebalancing, $80,000 will be allocated to Risk Control Accounts that you can make. However,use the S&P 500 Index (80% x $100,000) and $20,000 will be allocated to the Declared Rate Account (20% x $100,000). Then, within Risk Control Accounts that use the S&P 500 Index, $32,000 will be allocated to the Secure Account (40% x $80,000) and $48,000 will be allocated to the Growth Account (60% x $80,000).

Your Authorized Request to change your latestallocation instructions will take effect on the next Contract Anniversary. Your request must be received at our Administrative Office at least twoone Business DaysDay prior to yourthe Contract Anniversary for the new instructions to be effective fortake effect as of that Contract Anniversary.date. If we do not receive your Written Request in time forsuch request at least one Business Day prior to the next Contract Anniversary, your change in allocation instructions will not be effective onuntil the followingnext Contract Anniversary.

Please note that at any time the Index Interest Rate Cap for your Risk Control Account is less than the bailout rate specified in the Bailout Provision (as shown on your contract data page,the Contract Data Page), we may, at our discretion, restrict transfersallocations into that Risk Control Account and may not reallocate your Contract Value between Risk Control Accounts under the Automatic Rebalance Program. (See “accessAccount. See “Access to your moneyYour Money – Bailout Provision” for more details.)

contract valueCONTRACT VALUE

On the Contract Issue Date, your Contract Value equals the Purchase Payment. Each Risk Control Account is established by an allocation of a portion or all of your Purchase Payment to that Account. After the Contract Issue Date, during the Accumulation Period, your Contract Value will equal the sum of thetotal Risk Control Account Values.Value plus the total Declared Rate Account Value.

12Allocation Option Maturity Date

On the Allocation Option Maturity Date, you may make a withdrawal of your Contract Value by Authorized Request, without incurring a Market Value Adjustment or Surrender Charge. If you intend to make a withdrawal from the Contract, an Authorized Request must be received by us at least one Business Day prior to the Allocation Option Maturity Date, otherwise the request is not in Good Order and no withdrawal will occur based on such request. In that case, your Contract Value will be allocated to a new Allocation Option for another six-year term.

Withdrawals on the Allocation Option Maturity Date may be considered Excess Withdrawals and may impact your GLWB Benefit Base, GLWB Payment, and Death Benefit.

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risk control accountsDECLARED RATE ACCOUNT OPTION

You may allocate your Purchase Payment to one or both of the two Risk Control AccountsThe Declared Rate Separate Account is a non-registered Separate Account in which we currently make available, the Secure Account and the Growth Account. We hold reserves for our guarantees attributable to annuity contracts that offer declared rate accounts. The assets in the Index InterestDeclared Rate Floor and Cap guarantees for amounts allocatedSeparate Account are equal to the Risk Control Accountsreserves and other liabilities of the contracts supported by the Declared Rate Separate Account and are not chargeable with liabilities arising out of any other business that we conduct. We have the right to transfer to our General Account any assets of the Declared Rate Separate Account that are in the Separate Account.excess of such reserves and other Contract liabilities. Our General Account assets are also available to meet the guarantees under the Contract, including the Declared Rate Separate Account, as well as our other general obligations. The guarantees in this Contract are subject to the Company’s financial strength and claims-paying ability.

You may allocate all or a portion of your Purchase Payment and Contract Value to the Declared Rate Account. Contract Value allocated to the Declared Rate Account becomes part of the Declared Rate Account Value and is credited with interest at the end of each business day. The applicable daily interest credited, when compounded, equals the Interest Rate. The Interest Rate is available two weeks in advance of the Allocation Option Start Date and will not change for the duration of the Allocation Option Period. We may declare a new Interest Rate for the Allocation Option Start Date for each subsequent Allocation Option Period of six years. We will apply Credited Indexnotify you of such change prior to the Allocation Option Start Date. The Interest Rate declared will never be less than the Minimum Interest Rate. The Minimum Interest Rate will not change during the life of the Contract.

We do not assess a Contract Fee against Contract Value held in the Declared Rate Account. The GLWB Rider Fee and any other fees will be assessed Pro Rata.

Declared Rate Account Value

The Contract Value for the Declared Rate Account Allocation Option is equal to:

	•		The amount initially allocated or transferred to the Declared Rate Account plus the interest subsequently credited to that amount; less
	•		Any withdrawals (including any Surrender Charge and negative Market Value Adjustment); less
	•		A transfer as part of automatic rebalancing; less
	•		The Pro Rata portion of any applicable fees or charges under the Contract; plus
	•		Any positive Market Value Adjustment from a withdrawal.

RISK CONTROL ACCOUNT OPTION

The Risk Control Separate Account is a non-registered Separate Account in which we hold reserves for our guarantees attributable to annuity contracts that offer risk control accounts. The assets in the Risk Control Separate Account are equal to the reserves and other liabilities of the contracts supported by the Risk Control Separate Account and are not chargeable with liabilities arising out of any other business that we conduct. We have the right to transfer to our General Account any assets of the Risk Control Separate Account that are in excess of such reserves and other Contract liabilities. Our General Account assets are also available to meet the guarantees under the Contract, including the Risk Control Separate Account, as well as our other general obligations. The guarantees in this Contract are subject to the Company’s financial strength and claims-paying ability.

You may allocate all or a portion of your Purchase Payment and Contract Value to the Risk Control Accounts we make available. The portion of the Contract Value allocated to a Risk Control Account on a Contract Anniversarybecomes part of the Risk Control Account Value and is credited with interest based in part on the percentage changeinvestment performance of external indices. Currently, we offer two types of Risk Control Accounts: a Secure Account and a Growth Account. We hold reserves in the Risk Control Separate Account for amounts allocated to the Risk Control Accounts in support of the guarantees associated with the Index duringRate Floor and Index Rate Cap Your Risk Control Account Value reflects, in part, the Contract Year just completed,performance of the reference Index, subject to the interest rate calculation methodology,applicable Index Interest Rate Cap and Index Interest Rate Floor. In the case of a partial withdrawal, surrender, annuitization or death of the Owner that occurs during a Contract Year on a date other than a Contract Anniversary, we will apply Credited Index Interest to your Contract Value allocated toWhen funds are

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withdrawn from a Risk Control Account based onprior to the percentage change in the Index from the beginningContract Anniversary for a surrender, partial withdrawal, transfer, annuitization or payment of the Contract YearDeath Benefit, index interest is calculated up to the date of withdrawal as described below.

The performance of each Index associated with the partial withdrawal, surrender, annuitization or death, as applicable, subject to the interest rate calculation methodology, Index Interest Rate Cap and Index Interest Rate Floor. Please note that the IndexRisk Control Accounts does not include dividends paid on the stocks comprising the Index, and therefore, the performance of the Index does not reflect the full performance of those underlying securities. The Index Rate of Return is determined on each Contract Anniversary and is measured over the Contract Year. Because index interest is calculated on a single point in time you may experience negative or flat performance even though the Index experienced gains through some, or most, of the Contract Year.

Risk Control Account Value

Your Contract Value allocated to the Risk Control Accounts for any Valuation Period is equal to the sum of your Risk Control Account Value in each Risk Control Account. The Risk Control Account Value for each Risk Control Account is equal to:

	•		The number of that Risk Control Account’s Accumulation Credits credited to you; multiplied by
	•		The Accumulation Credit Factor for that Risk Control Account at the end of the Valuation Period for which the determination is being made.

Accumulation Credit Factors. The Accumulation Credit Factor for each Risk Control Account is arbitrarily set initially at $10 as of each Allocation Option Start Date. Thereafter, the Accumulation Credit Factor for the Risk Control Account at the end of each Valuation Period is determined by multiplying (a) by (b) and subtracting (c) (i.e., a x b – c), where:

	(a)	=  The Accumulation Credit Factor for the Risk Control Account at the start of the Contract Year; and
	(b)	=  The Index Rate of Return (defined below); and
	(c)	=  The Risk Control Account Daily Contract Fee (defined below) multiplied by the number of days that have passed since the last Contract Anniversary.

The Index Rate of Return for each Risk Control Account on any Business Day is equal to the change in the Index for the current Contract Year, adjusted for the Index Rate Cap or Index Rate Floor. Specifically, it is calculated as (A / B), where:

	A = Adjusted Index Value (defined below) as of the current Business Day; and
	B = The Initial Index Value as of the start of the current Contract Year. If an Allocation Option Start Date or Contract Anniversary does not fall on a Business Day, the Initial Index Value for the next Business Day will be used.

We use the Index Rate of Return to determine the interest we credit, if any, to the Risk Control Account Value.

The “Adjusted Index Value” is the Closing Index Value adjusted for the Index Rate Cap or Index Rate Floor for the current Contract Year. The Adjusted Index Value is calculated each time the Index Rate of Return is calculated. This can be as frequently as daily and occurs on each Contract Anniversary or on any date when a partial withdrawal, GLWB Payment, surrender, Death Benefit or annuitization is processed. The Closing Index Value is the closing value of an Index as of a Business Day. If the closing value of the Index is not published on that date, we will use the closing value of the Index from the next day on which the closing value of the Index is published. The Adjusted Index Value for each Risk Control Account is calculated as follows:

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	•		If the Closing Index Value is greater than the Initial Index Value multiplied by (1 + Index Rate Cap), then the Adjusted Index Value will equal the Initial Index Value multiplied by (1 + Index Rate Cap).
	•		If the Closing Index Value is less than the Initial Index Value multiplied by (1 + Index Rate Floor), then the Adjusted Index Value will equal the Initial Index Value multiplied by (1 + Index Rate Floor).
	•		If the Closing Index Value is less than the Initial Index Value multiplied by (1 + Index Rate Cap) but more than the Initial Index Value multiplied by (1 + Index Rate Floor), then the Adjusted Index Value will equal the Closing Index Value.

For example, assume the following:
	•		Initial Index Value = 2,000
	•		Index Rate Cap = 15%
	•		Index Rate Floor = -10%
At the time the Index Rate of Return is calculated, the Adjusted Index Value will be:
	•		Scenario 1: Closing Index Value is greater than Initial Index Value multiplied by (1 + Index Rate Cap)
				o		Closing Index Value = 2,400
				o		2,400 is greater than 2,300 (2,000 x (1 + 0.15)) so the Adjusted Index Value is equal to 2,300.
	•		Scenario 2: Closing Index Value is less than Initial Index Value multiplied by (1 + Index Rate Floor)
				o		Closing Index Value = 1,700
				o		1,700 is less than 1,800 (2,000 x (1 – 0.10)) so the Adjusted Index Value is equal to 1,800.
	•		Scenario 3: Closing Index Value is less than Initial Index Value multiplied by (1 + Index Rate Cap) but more than Initial Index Value multiplied by (1 + Index Rate Floor)
				o		Closing Index Value = 2,200
				o		2,200 is less than 2,300 (2,000 x (1 + 0.15)) and greater than 1,800 (2,000 x (1 – 0.10)) so the Adjusted Index Value is equal to 2,200.

The Adjusted Index Value will never exceed the Initial Index Value multiplied by (1 + Index Rate Cap) and will never be lower than the Initial Index Value multiplied by (1 + Index Rate Floor).

The Risk Control Account Daily Contract Fee is calculated as (a) the Contract Fee divided by (b) the number of days in the Contract Year multiplied by (c) the Accumulation Credit Factor for the Risk Control Account at the start of the Contract Year (i.e. a / b x c).

For example, assume the following:

	•		Contract Fee = 0.75%
	•		Number of days in the Contract Year = 365
	•		Accumulation Credit Factor for the Risk Control Account at the start of the Contract Year = 10.00

Then, the Risk Control Account Daily Contract Fee = 0.75% / 365 x 10.00 = 0.000205479.

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Accumulation Credits. In order to establish a Risk Control Account, the Purchase Payment or Contract Value transferred to the Risk Control Accounts is converted into Accumulation Credits. The number of Accumulation Credits credited to each Risk Control Account is determined by dividing the dollar amount directed to each Risk Control Account by the Accumulation Credit Factor as of the end of the Valuation Period for which the Purchase Payment or Contract Value transfer is received.

We will redeem Accumulation Credits from a Risk Control Account upon (i) partial withdrawal or full surrender (including any applicable Surrender Charge and negative Market Value Adjustment); (ii) a transfer from the Risk Control Account as part of automatic rebalancing; (iii) payment of the Death Benefit; (iv) the Payout Date; (v) the deduction of the GLWB Rider Fee; (vi) and GLWB Payments. We redeem Accumulation Credits as of the end of the Valuation Period (or effective date of the transfer) in which we receive your request for surrender or partial withdrawal or your Beneficiary’s request for payment of the Death Benefit in Good Order unless you or your Beneficiary specify a later date.

Setting the Index Rate Cap and the Index Rate Floor for the Secure Account and the Growth Account. We consider various factors in determining the Index Rate Caps and Index Rate Floors, including investment returns available at the time that we issue the Contract, the costs of our risk management techniques, sales commissions, administrative expenses, regulatory and tax requirements, general economic trends, and competitive factors. We determine the Index Rate Cap and the Index Rate Floor at our sole discretion. We set the Index Rate Cap on each Contract Anniversary for the subsequent Contract Year and guarantee the Index Rate Cap for the duration of the Contract Year. We guarantee the Index Rate Floor for the life of your Contract. We will forward advance written notice to Owners of any change in the Index Rate Cap for the subsequent Contract Year at least two weeks prior to Contract Anniversary. This notice will describe the Owner’s right to transfer Contract Value between Allocation Options and the right to exercise the Bailout Provision, if applicable. The Index Rate Cap will always be positive and will be subject to a guaranteed minimum of 1% and a maximum of 75%.

The Index Rate Floor is the minimum Index Rate of Return used as part of the Accumulation Credit Factor calculation for determining the value of a Risk Control Account prior to deduction of the Contract Fee. This rate will not change during the life of your Contract. The Secure Account has an Index Rate Floor of 0%, and the Growth Account has an Index Rate Floor of-10%. Although negative investment performance is limited by the Index Rate Floor, you could lose more than 10% due to the Contract Fee, the GWLB Rider Fee, Surrender Charges, a negative Market Value Adjustment, and federal income tax penalties.

Examples. The following three examples illustrate how investment performance of the underlying stocks.reference Index of the Secure and Growth Account is applied in crediting interest to the Risk Control Accounts through the Accumulation Credit Factor based on different levels of Index performance. The change in the value of the Accumulation Credit Factor reflects the application of the Index Rate of Return and a reduction for the Contract Fee. No withdrawals are assumed to occur under these examples and all values are determined on Contract Anniversaries. The examples assume the Index Rate Caps remain unchanged since Contract issue. The examples illustrate hypothetical circumstances solely for the purpose of demonstrating Risk Control Account calculations and are not intended as estimates of future performance of the Index.

Example 1: This example illustrates how interest would be credited based on the return of the Index and subject to the Index Rate Cap and Index Rate Floor. In this example, the return on the Index is greater than the Index Rate Cap and Index Rate Floor.

Assume the following information:
As of the Allocation Option Start Date:
	•		Allocation Option Start Date: 10/10/2017
	•		Initial Index Value: 1,000
	•		Contract Fee: 0.75%
	•		S&P 500 Secure Account
						o		Account Value: $75,000

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						o		Accumulation Credit Factor: $10
						o		Accumulation Credits: 7,500
						o		Index Rate Floor: 0.00%
						o		Index Rate Cap: 6.00%
	•		S&P 500 Growth Account
						o		Account Value: $25,000
						o		Accumulation Credit Factor: $10
						o		Accumulation Credits: 2,500
						o		Index Rate Floor: -10.00%
						o		Index Rate Cap: 15.00%
As of the Contract Anniversary:
	•		Contract Anniversary: 10/10/2018
	•		Closing Index Value: 1,200
	•		Days in Contract Year: 365

Step 1: Calculate the Adjusted Index Value
The Initial Index Value is 1,000 and the Closing Index Value is 1,200. The Closing Index Value is greater than the Initial Index Value multiplied by the result of 1 plus the Index Rate Cap for both the Secure and Growth Accounts. Therefore, the Adjusted Index Value equals the Initial Index Value multiplied by the result of 1 plus the Index Rate Cap. For the Secure Account, this is calculated as 1,000 multiplied by the result of 1 plus 0.06 which equals 1,060. For the Growth Account, this is calculated as 1,000 multiplied by the result of 1 plus 0.15 which equals 1,150.

Step 2: Calculate the Index Rate of Return
The Index Rate of Return is equal to the Adjusted Index Value divided by the Initial Index Value. For the Secure Account, this is calculated as 1,060 divided by 1,000 which equals 1.06 (6% increase from Initial Index Value). For the Growth Account, this is calculated as 1,150 divided by 1,000 which equals 1.15 (15% increase from Initial Index Value).

Step 3: Calculate the Risk Control Account Daily Contract Fee
The Risk Control Account Daily Contract Fee is equal to the Contract Fee divided by the number of days in the Contract Year multiplied by the Accumulation Credit Factor at the start of the Contract Year. For both the Secure and Growth Accounts, this is equal to 0.75% divided by 365 multiplied by $10 which equals $0.000205479.

Step 4: Calculate the Accumulation Credit Factor
The Accumulation Credit Factor is equal to the Accumulation Credit Factor at the start of the Contract Year multiplied by the Index Rate of Return less the result of the Risk Control Account Daily Contract Fee multiplied by the number of days that have passed since the last Contract Anniversary. For the Secure Account, this is equal to $10 multiplied by 1.06 less the result of $0.000205479 multiplied by 365 which equals $10.53. For the Growth Account, this is equal to $10 multiplied by 1.15 less the result of $0.000205479 multiplied by 365 which equals $11.43.

Step 5: Calculate the Risk Control Account Value.
The Risk Control Account Value is equal to the number of Accumulation Credits multiplied by the ending Accumulation Credit Factor. For the Secure Account, this is equal to 7,500 multiplied by $10.53 which equals $78,937.50. For the Growth Account, this is equal to 2,500 multiplied by $11.43 which equals $25,562.50. This is an increase of $3,937.50 for the Secure Account ($78,937.50 – $75,000 = $3,937.50) and an increase of $3,562.50 for the Growth Account ($25,562.50 – $25,000 = $3,562.50).

Example 2: This example illustrates how interest would be credited based on the return of the Index and subject to the Index Rate Cap and Index Rate Floor. In this example, the return on the Index is less than the Index Rate Cap and greater than the Index Rate Floor.

Assume the following information:

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As of the Allocation Option Start Date:
	•		Allocation Option Start Date: 10/10/2017
	•		Initial Index Value: 1,000
	•		Contract Fee: 0.75%
	•		S&P 500 Secure Account
						o		Account Value: $75,000
						o		Accumulation Credit Factor: $10
						o		Accumulation Credits: 7,500
						o		Index Rate Floor: 0.00%
						o		Index Rate Cap: 6.00%
	•		S&P 500 Growth Account
						o		Account Value: $25,000
						o		Accumulation Credit Factor: $10
						o		Accumulation Credits: 2,500
						o		Index Rate Floor: -10.00%
						o		Index Rate Cap: 15.00%
As of the Contract Anniversary:
	•		Contract Anniversary: 10/10/2018
	•		Closing Index Value: 1,030
	•		Days in Contract Year: 365

Step 1: Calculate the Adjusted Index Value
The Initial Index Value is 1,000 and the Closing Index Value is 1,030. The Closing Index Value is less than the Initial Index Value multiplied by the result of 1 plus the Index Rate Cap, but it is more than the Initial Index Value multiplied by the result of 1 plus the Index Rate Floor for both the Secure and Growth Accounts. Therefore, the Adjusted Index Value equals the Closing Index Value which is 1,030.

Step 2: Calculate the Index Rate of Return
The Index Rate of Return is equal to the Adjusted Index Value divided by the Initial Index Value. For the Secure Account, this is calculated as 1,030 divided by 1,000 which equals 1.03 (3% increase from Initial Index Value). For the Growth Account, this is calculated as 1,030 divided by 1,000 which equals 1.03 (3% increase from Initial Index Value).

Step 3: Calculate the Risk Control Account Daily Contract Fee
The Risk Control Account Daily Contract Fee is equal to the Contract Fee divided by the number of days in the Contract Year multiplied by the Accumulation Credit Factor at the start of the Contract Year. For both the Secure and Growth Accounts, this is equal to 0.75% divided by 365 multiplied by $10 which equals $0.000205479.

Step 4: Calculate the Accumulation Credit Factor
The Accumulation Credit Factor is equal to the Accumulation Credit Factor at the start of the Contract Year multiplied by the Index Rate of Return less the result of the Risk Control Account Daily Contract Fee multiplied by the number of days that have passed since the last Contract Anniversary. For the Secure Account, this is equal to $10 multiplied by 1.03 less the result of $0.000205479 multiplied by 365 which equals $10.225. For the Growth Account, this is equal to $10 multiplied by 1.03 less the result of $0.000205479 multiplied by 365 which equals $10.225.

Step 5: Calculate the Risk Control Account Value.
The Risk Control Account Value is equal to the number of Accumulation Credits multiplied by the ending Accumulation Credit Factor. For the Secure Account, this is equal to 7,500 multiplied by $10.225 which equals $76,687.50. For the Growth Account, this is equal to 2,500 multiplied by $10.225 which equals $25,562.50. This is an increase of $1,687.50 for the Secure Account ($76,687.50 – $75,000 = $1,687.50) and an increase of $562.50 for the Growth Account ($25,562.50 – $25,000 = $562.50).

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Example 3: This example illustrates how interest would be credited based on the return of the Index and subject to the Index Rate Cap and Index Rate Floor. In this example, the return on the Index is less than the Index Rate Floor.

Assume the following information:

As of the Allocation Option Start Date:
	•		Allocation Option Start Date: 10/10/2017
	•		Initial Index Value: 1,000
	•		Contract Fee: 0.75%
	•		S&P 500 Secure Account
						o		Account Value: $75,000
						o		Accumulation Credit Factor: $10
						o		Accumulation Credits: 7,500
						o		Index Rate Floor: 0.00%
						o		Index Rate Cap: 6.00%
	•		S&P 500 Growth Account
						o		Account Value: $25,000
						o		Accumulation Credit Factor: $10
						o		Accumulation Credits: 2,500
						o		Index Rate Floor: -10.00%
						o		Index Rate Cap: 15.00%
As of the Contract Anniversary:
	•		Contract Anniversary: 10/10/2018
	•		Closing Index Value: 850
	•		Days in Contract Year: 365

Step 1: Calculate the Adjusted Index Value
The Initial Index Value is 1,000 and the Closing Index Value is 850. The Closing Index Value is less than the Initial Index Value multiplied by the result of 1 plus the Index Rate Floor for both the Secure and Growth Accounts. Therefore, the Adjusted Index Value equals the Initial Index Value multiplied by the result of 1 plus the Index Rate Floor. For the Secure Account, this is calculated as 1,000 multiplied by the result of 1 plus 0.00 which equals 1,000. For the Growth Account, this is calculated as 1,000 multiplied by the result of 1 plus -0.10 which equals 900.

Step 2: Calculate the Index Rate of Return
The Index Rate of Return is equal to the Adjusted Index Value divided by the Initial Index Value. For the Secure Account, this is calculated as 1,000 divided by 1,000 which equals 1.00 (0% increase from the Initial Index Value). For the Growth Account, this is calculated as 1,000 divided by 900 which equals 0.90 (10% decrease from Initial Index Value).

Step 3: Calculate the Risk Control Account Daily Contract Fee
The Risk Control Account Daily Contract Fee is equal to the Contract Fee divided by the number of days in the Contract Year multiplied by the Accumulation Credit Factor at the start of the Contract Year. For both the Secure and Growth Accounts, this is equal to 0.75% divided by 365 multiplied by $10 which equals $0.000205479.

Step 4: Calculate the Accumulation Credit Factor
The Accumulation Credit Factor is equal to the Accumulation Credit Factor at the start of the Contract Year multiplied by the Index Rate of Return less the result of the Risk Control Account Daily Contract Fee multiplied by the number of days that have passed since the last Contract Anniversary. For the Secure Account, this is equal to $10 multiplied by 1.00 less the result of $0.000205479 multiplied by 365 which equals $9.925. For the Growth Account, this is equal to $10 multiplied by 0.90 less the result of $0.000205479 multiplied by 365 which equals $8.925.

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Step 5: Calculate the Risk Control Account Value.
The Risk Control Account Value is equal to the number of Accumulation Credits multiplied by the ending Accumulation Credit Factor. For the Secure Account, this is equal to 7,500 multiplied by $9.925 which equals $74,437.50. For the Growth Account, this is equal to 2,500 multiplied by $8.925 which equals $22,312.50. This is a decrease of $562.50 for the Secure Account ($74,437.60 – $75,000 = -$562.50) and a decrease of $2,687.50 for the Growth Account ($22,312.50 – $25,000 = -$2,687.50).

Addition or Substitution of an Index. The same Index will be used for each Risk Control Account for the duration of the Allocation Option Period. However, there is no guarantee that the Index will be available during the entire time you own your Contract. If: (i) the Index is discontinued, or (ii) the calculation of that Index is materially changed, we may substitute a suitable Index that will be used for the remainder of the Allocation Option Period. If we substitute an Index, the performance of the new Index may differ from the original Index. This, in turn, may affect the interest credited to the Risk Control Account and the interest you earn under the Contract. We will not substitute an Index until that Index has been approved by the insurance department in your state.

We reserve the right to add or substitute the Index. If we substitute the Index, the performance of the new Index may differ from the original Index. This, in turn, may affect the Credited Index Interestinterest you earn.

In the unlikely event that we substitute the Index, we will attempt to add a suitable alternative index as a replacementthat is substantially similar to the Index being replaced on the same day that we remove the Index. If a change in an Index is made during a Contract Year, Index interest will be calculated from the Contract Anniversary until the date that the Index ceased to be available and that interest credit will be added to or subtracted from the interest credit calculated for the substitute Index from the date of substitution until the next Contract Anniversary. If we are unable to do so, so thatsubstitute a new Index at the same time as an Index ceases to be available there ismay be a brief interval between the date on which we remove the Index and add a suitable alternative index as a replacement,replacement. In this situation, your Contract Value will continue to be allocated to the Risk Control Accounts. However, any Credited Index Interest we may credit to your Contract Value for that Contract Year will not reflect changes in the value of the Index or the replacement index during that interim period. If you take a partial withdrawal, GLWB Payment, surrender or annuitize the Contract, or die during the interim period, we will apply Credited Index Interest to your Contract Value allocated to a Risk Control Accounts based on the percentage change in the Index from the beginning of the Contract Year to the date on which the Index became unavailable under the Contract, subject to the interest rate calculation methodology, Index Interest Rate Cap and Index Interest Rate Floor.Contract.

After the Initial Index Period, only the Secure Account will be available for the allocation of your Contract Value.

Your Contract Value allocated to a Risk Control Account (“Risk Control Account Value”) equals:

	•	Your Risk Control Account Value as of the last Contract Anniversary; plus
	•	Any Credited Index Interest applied to Risk Control Account Value during the current Contract Year; minus
	•	Gross Withdrawals from your Risk Control Account Value (the sum of all partial withdrawals taken since the last Contract Anniversary, which includes all Surrender Charges and adjusted for any MVA).

Your Risk Control Account Value as of the last Contract Anniversary equals your Risk Control Account Value at the beginning of the current Contract Year.

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Interest Rate Calculation Methodology.  Each Risk Control Account uses an annual point-to-point interest rate calculation methodology to determine the amount of Credited Index Interest. Under the annual point-to-point method, the Credited Index Interest, if any, is measured based on the percentage change in the Index over a Contract Year, a one year period. Credited Index Interest is subject to an:

	•	Index Interest Rate Cap, which is the maximum rate that we will use in the calculation of Credited Index Interest; and
	•	Index Interest Rate Floor, which is the minimum interest rate that we will use in the calculation of Credited Index Interest.

Credited Index Interest. We use Credited Index Interest to calculate Contract Value. We calculate Credited Index Interest on each Contract Anniversary and at the time of partial withdrawal, surrender, death and annuitization. Credited Index Interest is based on two factors: the Credited Index Interest Rate and your Risk Control Account Value. Specifically, Credited Index Interest equals the Credited Index Interest Rate multiplied by your Risk Control Account Value as of the last Contract Anniversary. Examples of how the Credited Index Interest Rate and Credited Index Interest are calculated are set forth on pages 16 and 17 of the Prospectus.

The Credited Index Interest Rate for a Risk Control Account equals:

(A/B) – 1 where:

A = the Adjusted Index Value as of the current date; and

B = the later of the Adjusted Index Value as of the last partial withdrawal taken in the current Contract Year. If no partial withdrawals have been taken in the current Contract Year, this will be equal to the Initial Index Value.

You can find the Credited Index Interest applied to your Contract Value on the annual statement that we will forward to you following your Contract Anniversary. You may also find the Credited Index Interest that has accrued to your Contract Value prior to a Contract Anniversary by calling the Customer Service Center toll-free telephone number (800.798.5500) or by viewing on-line at http://eservice.cunamutual.com.

Adjusted Index Value. The Adjusted Index Value depends on the Unadjusted Index Value (or the last Adjusted Index Value in the case where one or more partial withdrawals are made in a Contract Year). The Adjusted Index Value is calculated each time Credited Index Interest is calculated. This can be as frequently as daily and occurs on each Contract Anniversary or on any date when a partial withdrawal, surrender, Death Benefit or annuitization is processed. Unadjusted Index Value for a day on which we calculate Index Interest is the closing value of the Index on that date. If the closing value of the Index is not published on that date, we will use the closing value of the Index from the next day on which the closing value of the Index is published if you made no partial withdrawals during a Contract Year, we would calculate the Adjusted Index Value as follows:

If the Unadjusted Index Value is greater than the Initial Index Value multiplied by (1 + Index Interest Rate Cap), then the Adjusted Index Value will equal the Initial Index Value multiplied by (1 + Index Interest Rate Cap).

If the Unadjusted Index Value is less than the Initial Index Value multiplied by (1 + Index Interest Floor), then the Adjusted Index Value will equal the Initial Index Value multiplied by (1 + Index Interest Rate Floor).

If the Unadjusted Index Value is less than the Initial Index Value multiplied by (1 + Index Interest Rate Cap) but more than the Initial Index Value multiplied by (1 + Index Interest Rate Floor), then the Adjusted Index Value will equal the Unadjusted Index Value.

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For example, assume the following:
	•	Initial Index Value = 1,000
	•	Index Interest Rate Cap = 15%
	•	Index Interest Rate Floor = -10%
At the time Credited Index Interest is calculated, the Adjusted Index Value will be:
	•	Scenario 1: Unadjusted Index Value = 1,200
			o	1,200 is greater than 1,150 (1,000 x (1 + 0.15)) so the Adjusted Index Value is equal to 1,150.
	•	Scenario 2: Unadjusted Index Value = 850
			o	850 is less than 900 (1,000 x (1 – 0.10)) so the Adjusted Index Value is equal to 900.
	•	Scenario 3: Unadjusted Index Value = 1,100
			o	1,100 is less than 1,150 (1,000 x (1 + 0.15)) and greater than 900 (1,000 x (1 – 0.10)) so the Adjusted Index Value is equal to 1,100.

The Adjusted Index Value will never exceed the Initial Index Value multiplied by (1 + Index Interest Rate Cap) and will never be lower than the Initial Index Value multiplied by (1 + Index Interest Rate Floor).

Setting the Index Interest Rate Cap and the Index Interest Rate Floor. We consider various factors in determining the Index Interest Rate Caps and Index Interest Rate Floors, including investment returns available at the time that we issue the Contract, the costs of our risk management techniques, sales commissions, administrative expenses, regulatory and tax requirements, general economic trends, and competitive factors. We determine the Index Interest Rate Cap and the Index Interest Rate Floor at our sole discretion. We set the Index Interest Rate Cap at the beginning of each Contract Year and guarantee the Index Interest Rate Cap for the duration of the Contract Year. We guarantee the Index Interest Rate Floor for the life of your Contract.

Secure Account

If you choose to allocate all or a portion of your Purchase Payment or Contract Value to the Secure Account, we will determine Credited Index Interest based on the percentage change in the value of the Index from the Initial Index Value to the Contract Anniversary (or date of partial withdrawal, surrender, annuitization, or date of death of the Owner), subject to an Index Interest Rate Cap and an Index Interest Rate Floor.

Index Interest Rate Cap for the Secure Account. The Index Interest Rate Cap is the maximum rate that we will use in the calculation of Credited Index Interest. The initial Index Interest Rate Cap is shown on your contract data page. On the first Contract Anniversary and on any subsequent Contract Anniversary, we will declare an Index Interest Rate Cap which we guarantee for the next Contract Year. We will forward advance written notice to you of the Index Interest Rate Cap at least fifteen days prior to the start of that Contract Year. The notice will also describe your right to transfer Contract Value between the Secure Account and the Growth Account and your right to exercise the Bailout Provision, if applicable. The Index Interest Rate Cap for the Secure Account will always be positive and will never be less than the minimum Index Interest Rate Cap for the Secure Account equal to 1.0%.

Index Interest Rate Floor for the Secure Account. The Index Interest Rate Floor for the Secure Account is zero. As a result, Credited Index Interest will never be less than zero and your Contract Value in the Secure Account will never be reduced by the application of Credited Index Interest.

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Growth Account

If you choose to allocate all or a portion of your Purchase Payment or Contract Value to the Growth Account, we will determine Credited Index Interest based on the percentage change in the value of the Index from the Initial Index Value to the Contract Anniversary (or date of partial withdrawal, surrender, annuitization, or date of death of the Owner), subject to an Index Interest Rate Cap and an Index Interest Rate Floor. The Growth Account is not available after the Initial Index Period Expiration Date.

Index Interest Rate Cap for the Growth Account. The Index Interest Rate Cap is the maximum rate that we will use in the calculation of Credited Index Interest. The initial Index Interest Rate Cap is shown on your contract data page. On the first Contract Anniversary and on any subsequent Contract Anniversary, we will declare an Index Interest Rate Cap which we guarantee for the next Contract Year. We will forward advance written notice to you of the Index Interest Rate Cap at least fifteen days prior to the start of that Contract Year. The notice will also describe your right to transfer Contract Value between the Secure Account and the Growth Account and your right to exercise the Bailout Provision, if applicable. The Index Interest Rate Cap for the Growth Account will always be positive and will never be less than the minimum Index Interest Rate Cap for the Growth Account equal to 1.0%.

Index Interest Rate Floor for the Growth Account. The Index Interest Rate Floor for the Growth Account is -10%. This means that your Credited Index Interest could be negative, but it will never be less than -10% regardless of whether the investment performance of the Index during the Contract Year is less than -10%. If the Credited Index Interest is negative, your Contract Value in the Growth Account would be reduced by the application of such negative Credited Index Interest.

The following three examples illustrate how we credit Index Interest to the Secure and Growth Accounts based on different levels of index performance. No withdrawals are assumed to occur under these examples.

Example 1:       This example illustrates the calculation of Credited Index Interest when Index performance is greater than the Index Interest Rate Cap and the Index Interest Rate Floor.

Assume the following information:
Prior Contract Anniversary:		9/30/2016
Initial Index Value:		1,000
Secure Account Value:		$75,000
Index Interest Rate Floor:		0.00%
Index Interest Rate Cap:		4.00%
Growth Account Value:		$25,000
Index Interest Rate Floor:		-10.00%
Index Interest Rate Cap:		14.00%
Contract Anniversary:		9/30/2017
Unadjusted Index Value:		1,200

The return on the Index is equal to the Unadjusted Index Value divided by the Initial Index Value minus 1. In this example, the return on the Index is 20% [(1.200/1.000)-1]. This is greater than the Index Interest Rate Cap and above the Index Interest Rate Floor for both the Secure and Growth Accounts. Thus, Index Interest for both Accounts is set at the cap level. Contract Value allocated to the Secure Account is credited with 4% Index Interest and Contract Value allocated to the Growth Account is credited with 14% Index Interest.

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Example 2:       This example illustrates the calculation of Credited Index Interest when Index performance is less than the Index Interest Rate Cap and greater than the Index Interest Rate Floor.

Assume the following information:
Prior Contract Anniversary:		9/30/2016
Initial Index Value:		1,000
Secure Account Value:		$75,000
Index Interest Rate Floor:		0.00%
Index Interest Rate Cap:		4.00%
Growth Account Value:		$25,000
Index Interest Rate Floor:		-10.00%
Index Interest Rate Cap:		14.00%
Contract Anniversary:		9/30/2017
Unadjusted Index Value:		1,030

The return on the Index is equal to the Unadjusted Index Value divided by the Initial Index Value minus 1. In this example, the return on the Index is 3% [(1.030/1.000)-1]. This is below the Index Interest Rate Cap and above the Index Interest Rate Floor for both the Secure and Growth Accounts. Thus, Index Interest for both accounts is equal to the return on the Index. Contract Value allocated to the Secure Account is credited with 3% Index Interest and Contract Value allocated to the Growth Account is credited with 3% Index Interest.

Example 3:       This example illustrates the calculation of Credited Index Interest when Index performance is less than the Index Interest Rate Floor.

Assume the following information:
Prior Contract Anniversary:		9/30/2016
Initial Index Value:		1,000
Secure Account Value:		$75,000
Index Interest Rate Floor:		0.00%
Index Interest Rate Cap:		4.00%
Growth Account Value:		$25,000
Index Interest Rate Floor:		-10.00%
Index Interest Rate Cap:		14.00%
Contract Anniversary:		9/30/2017
Unadjusted Index Value:		800

The return on the Index is equal to the Unadjusted Index Value divided by the Initial Index Value minus 1. In this example, the return on the Index is -20% [(800/1.000)-1]. This is below the Index Interest Rate Floor for both the Secure and Growth Accounts. Thus, Index Interest for both Accounts is equal to the Index interest Rate Floor for each Risk Control Account. Contract Value allocated to the Secure Account is credited with 0% Index Interest and Contract Value allocated to the Growth Account is credited with -10% Index Interest. This results in negative Credited Index Interest of -$2,500 being applied to the Contract Value in the Growth Account and thus is a decline in the Contract Value allocated to the Growth Account of $2,500. No Credited Index Interest would be applied to Contract Value in the Secure Account and thus the Contract Value in the Secure Account remains unchanged.

The Company retains the right to change the current Index Interest Rate Cap for both the Secure and Growth Accounts at its discretion, subject to the minimum Index Interest Rate Cap of 1.0%. The Company would consider the following factors when determining whether to make such a change:

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	•	significant changes in derivative, equity and/or fixed income instrument valuations;
	•	increases in hedging costs that have a material impact on the Company’s ability to offer the Contract;
	•	derivative market changes that materially impact availability and structure of hedging instruments;
	•	significant negative fixed income instrument default experience realized by the Company;
	•	meaningful changes in Company and/or Contract cost structure due to regulatory or other business management concerns; and
	•	material unanticipated Owner experience.

Addition or Substitution of an Index. There is no guarantee that the Index will be available during the entire time you own your Contract. If: (i) the Index is discontinued, or (ii) the calculation of an Index is changed substantially, we may substitute a suitable similar broad based U.S. stock market index for the original Index. If we substitute an index, the performance of the new Index may differ from the original Index. This, in turn, may affect the Credited Index Interest you earn. We will not substitute an index until that index has been approved by the insurance department in your state. The selection criteria for a suitable alternative Index includes the following:

	•	A sufficiently large market in exchange traded and/or over-the-counter options, futures and similar derivative instruments based on the index to allow the company to hedge Credited Index Interest Rates;
	•	The Index should be recognized as a broad based index that tracks the U.S. stock market if it is replacing an index such as the S&P 500 Index; and
	•	The publisher of the index must allow the Company to use the index in contract and other materials for a reasonable fee.

Please note that we may add or substitute an Index associated with the Risk Control Accounts by sending you written notice at your last known address stating the effective date on which the Index will be added or substituted. We will send you the notice in theyour annual report unless earlier written notice is necessary.

market value adjustment (“MVA”)MARKET VALUE ADJUSTMENT

The Market Value Adjustment is calculated separately for withdrawals from the Risk Control Accounts and Declared Rate Account. The following amounts may be withdrawn without incurring a Market Value Adjustment:

	•		Withdrawals under the Nursing Home or Hospital waiver or Terminal Illness Withdrawal waiver;
	•		Required minimum distributions that are withdrawn under an automatic withdrawal program provided by the Company;
	•		The Annual Free Withdrawal Amount;
	•		Withdrawals on an Allocation Option Maturity Date;
	•		Death Benefit proceeds;
	•		GLWB Payment withdrawals; and
	•		Amounts applied to an Income Payout Option.

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If you surrender your Contract or take a partial withdrawal in excess of the free annual withdrawal amount during the Initial IndexAccumulation Period, we will apply the MVAMarket Value Adjustment to the amount being surrendered or withdrawn in excess of the free annual withdrawal amount.withdrawn. No MVAwithdrawals or surrenders can be taken once Contract Value has been allocated to an Income Payout Option, therefore no Market Value Adjustment will apply after the end of the Initial IndexAccumulation Period.

Note:

The MVA will either increase or decrease the amount you receive from a partial withdrawal or your Surrender Value. You may lose a portion of your principal due to the MVA regardless of the Risk Control Account to which you allocated Contract Value. You directly bear the investment risk associated with an MVA. You should carefully consider your income needs before purchasing the Contract.

IMPORTANT: The Market Value Adjustment will either increase or decrease the amount you receive from a partial withdrawal or your Surrender Value. You may lose a portion of your principal and previously credited interest due to the Market Value Adjustment regardless of the Allocation Options to which you allocated Contract Value. You directly bear the investment risk associated with a Market Value Adjustment. You should carefully consider your income needs before purchasing the Contract.

Purpose of the MVAMarket Value Adjustment

The MVAMarket Value Adjustment is an adjustment that may be made to the amount you receive in excess of the free annual withdrawal amount if you surrender the Contract during the Initial Index Period or take a partial withdrawal in excess offrom the free annual withdrawal amountRisk Control Accounts or Declared Rate Account during the Initial IndexAccumulation Period. Withdrawals on an Allocation Option Maturity Date will not be assessed a Market Value Adjustment. In general, if interest rate levels have increased at the time of surrender or partial withdrawal over their levels at the time we issuedAllocation Option Start Date, the Contract, the MVAMarket Value Adjustment will be negative. Similarly,Conversely, in general, if interest rate levels have decreased at the time of surrender or partial withdrawal over their levels at the time we issuedAllocation Option Start Date, the Contract, the MVAMarket Value Adjustment will be positive.

The MVAMarket Value Adjustment reflects, in part, the difference in yield of the Constant Maturity Treasury rate for a period consistent with the Allocation Option Period beginning on the Allocation Option Start Date and the yield of the Constant Maturity Treasury rate for a period starting on the date of surrender or partial withdrawal and ending on the Allocation Option Maturity Date. The Constant Maturity Treasury rate is a rate representing the average yield of various Treasury securities. The calculation also reflects in part the difference between the effective yield of the Constant Maturity Treasury rate, a rate representing the average yieldBank of various Treasury securities, on the Contract Issue Date for a duration equal to the Initial Index Period and the effective yield of the Constant Maturity Treasury rate for a duration equal to the remaining length of the Initial Index Period at the time of

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surrender or partial withdrawal. In addition, the MVA reflects in part the difference between the effective yield of the BofA America/Merrill Lynch 1-10 Year USU.S. Corporate Constrained Index, Asset Swap Spread (the “Bank of America/Merrill Lynch Index”), a rate representative of investment grade corporate debt credit spreads in the U.S., on the Contract IssueAllocation Option Start Date and the effective yield of the BofA Bank of America/Merrill Lynch 1-10 Year US Corporate Constrained Index Asset Swap Spread at the time of surrender or partial withdrawal. The greater the difference in those effective yields, respectively, the greater the effect the MVAMarket Value Adjustment will have. We will increase the amount you will be paid from a partial withdrawal by the amount of any positive MVA, and in the case of a surrender of the Contract, we will increase your Surrender Value by the amount of any positive MVA. Conversely, we will decrease the amount you will be paid from a partial withdrawal by the amount of any negative MVA, and in the case of a surrender of the Contract, we will decrease your Surrender Value by the amount of any negative MVA.

In general, if the Constant Maturity Treasury rate and BofA Bank of America/Merrill Lynch 1-10 Year US Corporate Constrained Index Asset Swap Spread have increased at the time of surrender or partial withdrawal over their levels at the time we issuedAllocation Option Start Date, the Contract, the MVAMarket Value Adjustment will be negative and will decrease the Surrender Value or amount you receive from a partial withdrawal. Similarly, if the Constant Maturity Treasury rate and BofA Bank of America/Merrill Lynch 1-10 Year US Corporate Constrained Index Asset Swap Spread have decreased at the time of surrender or partial withdrawal over their levels at the time we issuedAllocation Option Start Date, the Contract, the MVAMarket Value Adjustment will be positive and will increase the Surrender Value or amount you receive from a partial withdrawal.

The Company uses both the Constant Maturity Treasury rate and BofA Bank of America/Merrill Lynch 1-10 Year US Corporate Constrained Index Asset Swap Spread in determining any MVAMarket Value Adjustment since together both indices represent a broad mix of investments whose values may be affected by changes in market interest rates.

The amount of the MVA also reflects in part the Credited Index Interest Rate determined at the time of surrender or partial withdrawal. We use the Credited Index Interest Rate to either decrease orwill increase the amount of the MVA. If the Credited Index Interest Rate is positive, we divide the amount of theyou will be paid from a partial withdrawal subject to the MVA by the Credited Index Interest Rate plus 1 which will decrease the amount subject to the market value adjustment factor and therefore reduce the amount of any positive or negative MVA. Conversely, ifMarket Value Adjustment, and in the Credited Index Interest Rate is negative, we divide the amountcase of a surrender of the withdrawal subject to the MVA by the Credited Index Interest Rate plus 1 whichContract, we will increase the amount subject to the market value adjustment factor and therefore increaseyour Surrender Value by the amount of any positive or negative MVA. If the Credited Index Interest Rate is 0%,Market Value Adjustment. Conversely, we dividewill decrease the amount of theyou will be paid from a partial withdrawal subject to the MVA by the Credited Index Interest Rate plus 1 which will not change the amount subject to the market value adjustment factor and therefore will not change the amount of any positive or negative MVA. IfMarket Value Adjustment, and in the Index has increased sincecase of a surrender of the date on whichContract, we determinedwill decrease your Surrender Value by the Initial Indexamount of any negative Market Value for the Current Contract Year, the Credited Index Interest Rate will be positive. If the Index has decreased since the date on which we determined the Initial IndexAdjustment.

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The Market Value for the Current Contract Year, the Credited Index Interest Rate will be negative.

The MVAAdjustment helps us offset our costs and risks of owning fixed income investments and other investments we use to back the guarantees under your Contract from the date we issue the ContractAllocation Option Start Date to the time of a surrender or partial withdrawal.

Application and WaiverMarket Value Adjustment Formula

ForA withdrawal may be adjusted (increased or decreased) by the Market Value Adjustment. The Market Value Adjustment is calculated separately for each Allocation Option and Risk Control Account, we will calculateAccount. On any given Business Day, it is calculated using the MVA as of the date we receive your Written Request for surrender or partial withdrawal in Good Order at our Administrative Office. If the MVA is positive, we will increase your Surrender Value or amount you receive from a partial withdrawal by the amount of the positive MVA. If the MVA is negative, we will decrease the Surrender Value or amount you receive from a partial withdrawal by the amount of the negative MVA.

We will not apply an MVA to:following formula:

	1.			free annual withdrawal amounts;MVA = W x (MVAF – 1)
	2.			Death Benefit proceeds;Where W = amount of withdrawal that is in excess of the Annual Free Withdrawal Amount for that Contract Year.
	3.			partial withdrawals that qualify for the Nursing Home or Hospital waiver or terminal illness waiver, described in this Prospectus;

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	4.	withdrawals under the Bailout Provision;
	5.	partial withdrawals taken as required minimum distributions under the Internal Revenue Code that are withdrawn under a systematic withdrawal program we provide;
	6.	partial withdrawals or a surrender after the Initial Index Period; and
	7.	income payments during the Payout Period.

MVA Formula

An MVA is equal to the amount of the partial withdrawal or surrender in excess of the free annual withdrawal amount (W) divided by 1 plus the Credited Index Interest Rate (IIR*) then multiplied by the market value adjustment factor (MVAF) minus 1 or (W/(1+IIR*))x(MVAF -1).

Where:

	IIR* = Credited Index Interest Rate equal to (A/B) – 1 where:
		A = The Adjusted Index Value; and
		B = The Initial Index Value for the current Contract Year.
	MVAF = ((1 + I + K)/(1 + J + L)) ^N where:^N
	I	I =	The Constant Maturity Treasury rate as of the Allocation Option Start Date for a maturity consistent with the Initial IndexAllocation Option Period (shown on your contract data page);of six years.
	J	J =	The Constant Maturity Treasury rate as of the date of withdrawal for a maturity consistent with the remaining lengthnumber of years (whole and partial) in the Initial Index Period;Allocation Option Period (each Allocation Option Period is six years).
	K	(If there is no corresponding maturity=	The Bank of Constant Maturity Treasury rate then the linear interpolationAmerica/Merrill Lynch Index as of the Constant Maturity Treasury Rates Index with maturities closest to N will be used to determine I and J.)Allocation Option Start Date.
	L	K =	The BofA Bank of America/Merrill Lynch 1-10 Year US Corporate Constrained Index Asset Swap Spread as of the Contract Issue Date (shown on your contract data page);date of withdrawal.
	N	L = The BofA Merrill Lynch 1-10 Year US Corporate Constrained Index, Asset Swap Spread as of the withdrawal date; and
		N = The number of years (whole and partial) from the current date of withdrawal until the end of the Initial Index Period.Allocation Option Maturity Date.

We determine I based on the Initial Index Period you have chosen.Allocation Option Period. For example, if you choose the 10-year Initial Indexfor an Allocation Option Period at issue, thenof six years, I would correspondcorresponds to the 10-year6-year Constant Maturity Treasury rate aton the time we issue the Contract.Allocation Option Start Date. We determine J when you take a partial withdrawal or surrender. For example, for an Allocation Option Period of six years, if you chose the 10-year Initial Index Period at issue and surrender the Contract 2two years into the Initial IndexAllocation Option Period, J would correspond to the Constant Maturity Treasury rate consistent with the time remaining in the Initial IndexAllocation Option Period or 8of four years (8(4 = 106 - 2). For I and J where there is no Constant Maturity Treasury rate declared, we will use linear interpolation between declaredof the Constant Maturity ratesRates Index with maturities closest to I and J to determine I and J.

The value of K and L on any Business Day will be equal to the closing value of the BofA Bank of America/Merrill Lynch 1-10 Year US Corporate Constrained Index Asset Swap Spread on the previous Business Day.

If the publication of any component of the Market Value Adjustment Indicesindices is discontinued or if the calculation of the Market Value Adjustment Indicesindices is changed substantially, we may substitute a new index for the discontinued or substantially changed index, subject to approval by the insurance department in your state. Before we substitute ana Market Value Adjustment index, we will notify you in writing of the substitution.

For examples of how we calculate MVAs,Market Value Adjustments, see “appendix a”“Appendix A” to this Prospectus.

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surrender valueSURRENDER VALUE

If you surrender the Contract, you will receive the Surrender Value.Value, as of the Business Day, we received your Authorized Request in Good Order. The Surrender Value is equal to your Contract Value at the end of the Valuation Period in which we receive your Authorized Request, less any applicable Contract Fee, GLWB Rider Fee, and Surrender Charges (described under the “fees and charges” section below),Charge, and adjusted for any MVA.applicable Market Value Adjustment.

Upon payment of the Surrender Value, the Contract is terminated, and we have no further obligation under the Contract or Guaranteed Lifetime Withdrawal Benefit. We may require that the Contract be returned to our Administrative Office prior to making payment. The Surrender Value will not be less than the amount required by applicable state law. We will pay you the amount you request in connection with a full surrender by reducing Contract Value in the Declared Rate Account and redeeming Accumulation Credits from the Risk Control Accounts, if applicable.

fees and charges

We assess the following fees and charges under the Contract.

Surrender Charge

If you surrender the Contract during the Accumulation Period or make a partial withdrawal of your Contract Value during the Initial Index Period, we may assess a Surrender Charge. Surrender Charges offset promotion, distribution expenses, and investment risks born by the Company.

The amount of the Surrender Charge depends on the Initial Index Period that you have chosen, the length of time you have owned your Contract, and the amount you withdraw. The Surrender Charge amount is computed as a percentage of the amount withdrawn in excess of the free annual withdrawal amount. The Surrender Charge rates are as follows:

5-Year, 6-Year, 7-Year, and 10-Year Initial Index Periods

If You Choose the 5-Year Period:		If You Choose the 6-Year Period:		If You Choose the 7-Year Period:		If You Choose the 10-Year Period:
1	9%	1	9%	1	9%	1	9%
2	9%	2	9%	2	9%	2	9%
3	8%	3	8%	3	8%	3	8%
4	7%	4	7%	4	7%	4	7%
5	6%	5	6%	5	6%	5	6%
6+	0%	6	5%	6	5%	6	5%
		7+	0%	7	4%	7	4%
				8+	0%	8	3%
						9	2%
						10	1%
						11+	0%

It is important to note that we only assess the Surrender Charge and apply an MVA during the Initial Index Period. Therefore, when choosing your Initial Index Period, you should carefully consider the length of time you would like to be subject to the Surrender Charge and MVA. For more information on the MVA, see “market value adjustment.”

An Initial Index Period should be chosen based on an Owner’s specific investment, liquidity and retirement planning needs. For example, if you would like the potential to earn the highest positive Credited Index Interest under the Contract for as long as possible and do not foresee the need to make withdrawals from the Contract, you may want to consider the 10-Year Initial Index Period and allocate Contract Value to the Growth Account. In general, the Index Interest Rate Cap for either the Secure Account or the Growth Account increases with the duration of the Initial Index Period. In addition, in general, the Index Interest Rate Cap for the Growth Account will exceed the Index Interest Rate Cap for the Secure Account for the same Initial Index Period. Also, it is important to keep in mind that the Growth Account is only available during the Initial Index Period.

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Conversely, if you would like the potential to earn positive Credited Index Interest but also want to preserve your Contract Value and foresee the need to make withdrawals in six or more years, you may want to consider the 5-Year Initial Index Period and allocate Contract Value to the Secure Account.

We will deduct the Surrender Charge from your withdrawal proceeds. We will deduct the Surrender Charge before we apply any MVA to your withdrawal proceeds. For an example of how we calculate the amount you receive when you make a partial withdrawal during the Initial Index Period, see Examples 1 and 2 in “appendix a” to this Prospectus.

We will not assess the Surrender Charge on:

		free annual withdrawal amounts;
		Death Benefit proceeds;
		partial withdrawals that qualify for the Nursing Home or Hospital waiver or terminal illness waiver, described in this Prospectus;
		withdrawals under the Bailout Provision;
		partial withdrawals taken as required minimum distributions under the Internal Revenue Code that are withdrawn under a systematic withdrawal program we provide;
		partial withdrawals or a surrender after the Initial Index Period; and
		income payments during the Payout Period.

After the first Contract Anniversary and during the Initial Index Period, we will provide you with a free annual withdrawal amount each year. We also may waive the Surrender Charge in certain circumstances. For information on free annual withdrawals and Surrender Charge waivers, see “access to your money.”

Change of Annuitant Endorsement Charge

If you change the Annuitant within the first two Contract Years, we reserve the right to assess a fee to offset the expenses incurred. This fee will not exceed $150 and will be assessed on a pro-rata basis proportional to your Contract Value in the Risk Control Accounts.

Other Information

We assume investment risks and costs in providing the guarantees under the Contract. These investment risks include the risks we assume in providing the floors to the Index Interest credited to the Risk Control Accounts, the surrender rights available under the Contract, the Death Benefit and the income benefits. We must provide the rates and benefits set forth in your Contract regardless of how our General Account investments that support the guarantees we provide perform. To help manage our investment risks, we engage in certain risk management techniques. There are costs associated with those risk management techniques. You do not directly pay the costs associated with our risk management techniques. However, we take those costs into account when we set rates and guarantees under your Contract.

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access to your moneyACCESS TO YOUR MONEY

Partial Withdrawals

At any time afterduring the first Contract Anniversary and before the Payout DateAccumulation Period you may make two partial withdrawals eachby Authorized Request in Good Order. The minimum partial withdrawal amount is $100. Withdrawals will be processed Pro Rata from the Contract Year. To makeValue in all Allocation Options. Any applicable Surrender Charge and Market Value Adjustment will affect the amount available for a partial withdrawal. We will pay you the amount you request in connection with a partial withdrawal you must submit a Written Requestby reducing Contract Value in Good Orderthe Declared Rate Account and redeeming Accumulation Credits from the appropriate Risk Control Accounts, if applicable.

Partial withdrawals for less than $25,000 and changes to our Administrative Office.systematic withdrawals are permitted by telephone and in writing. The written consent of all Owners and irrevocable Beneficiaries must be obtained before we will process the partial withdrawal. Your partial withdrawal request must specify the amount that is to be withdrawn either as a total dollar amount or as a percentage of Contract Value. If a Writtenan Authorized Request in Good Order is received by 3:4:00 Central StandardP.M. Eastern Time, it will be processed that day. If a Writtenan Authorized Request in Good Order is received after 3:4:00 Central StandardP.M. Eastern Time, it will be processed on the next Business Day. We will take theIf a partial withdrawal pro-rata fromwould cause your ContractSurrender Value into be less than $2,000, we will treat your request for partial withdrawal as a request for full surrender of your Contract. Before processing the Risk Control Accounts basedfull surrender, we will attempt to contact you or your financial professional to provide the opportunity for you to take a lower amount to maintain a Surrender Value of at least $2,000. If we are unable to contact you on the Business Day we receive your Contract Value as ofrequest, we will process the date we received your Written Request in Good Order at our Administrative Office.full surrender.

Partial withdrawals taken during the Initial Index Period may be subject to Surrender Charges and an MVA (see “feesa Market Value Adjustment. See “Fees and charges”Expenses” and “Market Value Adjustment”).Adjustment.” Partial withdrawals may also be subject to income tax and, if taken before age 59½, an additional 10% federal penalty tax. You should consult your tax adviser before taking a partial withdrawal. See “federal income tax matters.“Federal Income Tax Matters.”

Free annual withdrawal amount. After the first Contract Anniversary, we will provide you with a free annual withdrawal amount each year during the Initial Index Period. As long as the partial withdrawals you take during a Contract Year do not exceed the free annual withdrawal amount, we will not assess a Surrender Charge or apply an MVA.

The free annual withdrawal amount for a Contract Year equalsAnnual Free Withdrawal Amount. Your Annual Free Withdrawal Amount is equal to 10% of your Contract Value calculated as of the start of the Contract Year. If you makeValue at the beginning of the Contract Year and represents the amount that can be withdrawn without incurring a partial withdrawal of less than the free annual amount, the remaining free annual withdrawal amount will be applied to any subsequent partial withdrawal which occurs during the sameSurrender Charge or Market Value Adjustment in a Contract Year. Any remaining free annual withdrawal amountunused Annual Free Withdrawal Amount will not carry over to aany subsequent Contract Year. Partial annuitization will count toward

The Annual Free Withdrawal Amount is subtracted from full surrenders for purposes of calculating the free annual withdrawal amount.

If a partial withdrawal would cause your Surrender Value to be less than $2,000, we will treat your request for partial withdrawal as a request for full surrender of your Contract.Charge.

Waiver of Surrender Charges. We will not deduct awaive the Surrender Charge or apply an MVAand Market Value Adjustment in the case of a partial withdrawal or surrender where the Owner or Annuitant qualifies for the Nursing Home or Hospital waiver or terminal illnessTerminal Illness waiver, as described below. Before granting the waiver, we may request a second opinion or examination of the Owner or Annuitant by one of our examiners. We will bear the cost of such second opinion or examination. YouEach waiver may exercise this waiverbe exercised only once during the time you own the Contract.one time.

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	•		Nursing Home or Hospital Waiver.Waiver. We will not deduct a Surrender Charge or apply an MVAassess a Market Value Adjustment in the case of a partial withdrawal or surrender where any Owner or Annuitant is confined to a licensed Nursing Home or Hospital and has been confined to such Nursing Home or Hospital for at least 180 consecutive days after the latter of the Contract Issue Date or the date of change of the Owner or Annuitant. We may require verification of confinement to the Nursing Home or Hospital.Hospital, and such verification must be signed by the administrator of the facility.
		The conditions that must be met are that:
•			o	the confinement in a Nursing Home or Hospital is recommended by a Physician who is duly licensed by the state to treat the injury or sickness causing the confinement and who is not an employee of the Nursing Home or Hospital where any Annuitant or Owner is confined; and

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			o	an additional free annual withdrawal amount request, accompanied by written proof of confinement and the Physician’s recommendation, is received by us no later than 90 days following the date that the qualifying confinement has ended.
	•	Terminal Illness Waiver. We will not deduct a Surrender Charge or apply an MVAa Market Value Adjustment in the case of a partial withdrawal or surrender where any Owner or Annuitant is diagnosed with a terminal illness and has a life expectancy of 12 months or less.less due to illness or accident. As proof, we may require a determination of the terminal illness.Terminal Illness. Such determination must be signed by the licensed physician making the determination after the latter of Contract Issue Date or the date of change of the Owner or Annuitant. The physician may not be a member of your or the Annuitant’s immediate family.

Please see your Contract for more information.

The laws of your state may limit the availability of the Surrender Charge and Market Value Adjustment waivers and may also change certain terms and/or benefits under the waivers. You should consult your ContractAppendix B to this Prospectus for further details on these variations. Also, even if you do not pay a Surrender Charge and Market Value Adjustment because of the waivers, you still may be required to pay taxes or tax penalties on the amount withdrawn. You should consult a tax adviser to determine the effect of a partial withdrawal on your taxes.

NOTE: We do not pro-rate Credited Index Interest, the Index Interest Rate Floor or the Index Interest Rate Cap in the event of the death of the Owner during or after the Initial Index Period.

Surrenders

At any time before the Payout Date and before the death of the Owner, youYou may surrender your Contract for the Surrender Value described above in “surrender value.”at any time during the Accumulation Period by Authorized Request. If a Writtenan Authorized Request in Good Order is received by 3:before 4:00 Central StandardP.M. Eastern Time on a Business Day, it will be processed that day. If a Writtenan Authorized Request in Good Order is received at or after 3:4:00 Central StandardP.M. Eastern Time on a Business Day or on a non-Business Day, it will be processed on the next Business Day.

To surrender your Contract, you must make a Writtenan Authorized Request in Good Order to our Administrative Office. The consent of all Owners and irrevocable Beneficiaries must be obtained before the Contract is surrendered.

Surrender Charges and a MVAMarket Value Adjustment may apply to your Contract surrender. The GLWB Rider Fee will be assessed upon surrender of the Contract. See “market value adjustment”“Market Value Adjustment” and “fees“Fees and charges.”Expenses”. A surrender may also be subject to income tax and, if taken before age 59½, an additional 10% federal penalty tax. You should consult a tax adviser before requesting a surrender. See “federal income tax matters.“Federal Income Tax Matters.”

Partial Withdrawal and Surrender Restrictions

Your right to make partial withdrawals and surrender the Contract is subject to any restrictions imposed by any applicable law or employee benefit plan.

Right to Defer Payments

We may defer payments we make under this Contractreserve the right to postpone payment for up to six months after we receive your Authorized Request in Good Order, subject to obtaining prior written approval by the state insurance commissioner if required by the insurance regulatory authoritylaw of the state in which we issued the Contract approves such deferral. WeContract. In the event we postpone payment, we will applypay interest toon the deferred payments,proceeds if required by state law, calculated at the effective annual rate and for the time period required under state law.

We do not pro-rate Credited Index Interest, the Index Interest Rate Floor or the Index Interest Rate Cap.

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Bailout Provision

We will set a single bailout rateBailout Rate for all Risk Control Accounts under the Secure Account option and a single bailout rateBailout Rate for all Risk Control Accounts under the Growth Account option. The bailout ratesBailout Rates will be prominently displayed on your contract data page attached to the front of the cover page of the Contract Data Page and will not change during the Initial Index Period. life of your Contract.

The Bailout Provision allows you to make a withdrawal of the Contract Value attributable to a Risk Control Account without incurring any Surrender Charge and without the application of any MVA.Market Value Adjustment. Specifically, if the Index Interest Rate Cap for your Risk Control Account is set below the bailout rateBailout Rate for that Risk Control Account, the Bailout Provision allows you to make a withdrawal of some or all of the Contract Value attributable to that Risk Control Account during the Initial Index Period without incurring any Surrender Charge and without the application of any MVAMarket Value Adjustment during the 30-day period following the Contract Anniversary. We must receive your WrittenAuthorized Request for a withdrawal of Contract Value under the Bailout Provision in Good Order during the 30-day period following the Contract Anniversary. With respect to such withdrawal, your Contract Value will be reduced by the amount of the withdrawal. At any timeIf the request is not received during this 30-day period or the request is not in Good Order, no withdrawal will occur.

When the Index Interest Rate Cap for your Risk Control Account is less than the bailout rateBailout Rate specified on your contract data page, we may, at our discretion, restrict transferallocations into that Risk Control Account.

Withdrawals taken under the Bailout Provision may have tax consequencesconsequences.. The tax treatment of a withdrawal under the Bailout Provision depends on whether the Contract is a Non-Qualified Contract or a Qualified Contract. Generally, for a withdrawal from a Non-Qualified Contract, the amount received will be treated as ordinary income subject to tax up to an amount equal to the excess (if any) of the Contract Value immediately before the distribution over the Owner’s investment in the Contract. If the Contract is a Qualified Contract, a portion of the withdrawal is taxable as ordinary income, based on the ratio of the “investment in the contract” to the individual’s total account balance or accrued benefit under the retirement plan. If taken prior to age 59½, a withdrawal from either a Non-Qualified or a Qualified Contract may be subject to an additional 10% federal tax penalty. See discussion of “Withdrawals” and “Penalty Tax on Certain Withdrawals” under “Federal Income Tax Matters.”

GUARANTEED LIFETIME WITHDRAWAL BENEFIT

The Contract automatically includes the Guaranteed Lifetime Withdrawal Benefit. The Guaranteed Lifetime Withdrawal Benefit provides for GLWB Payments to be made each year for the life of a Covered Person(s) in the form of partial withdrawals without reducing the value of GLWB Payments in future years. The GLWB Payment is the guaranteed lifetime withdrawal amount. If you do not begin GLWB Payments before all Covered Person(s) die or are removed from the Contract, the Guaranteed Lifetime Withdrawal Benefit terminates, and you will not receive any payments under the Guaranteed Lifetime Withdrawal Benefit.

GLWB Payments can begin on the first Contract Anniversary or the Contract Anniversary following the 50^th birthday of the youngest Covered Person, whichever is later. If you begin GLWB Payments before age 59½ the GLWB Payments may be subject to a 10% additional federal tax. The GLWB Payment Start Date must be on a Contract Anniversary. Requests to start receiving the GLWB Payment as of a Contract Anniversary must be received at least one Business Day prior to the desired GLWB Payment Start Date.

The full GLWB Payment must be taken each year after the GLWB Payment Start Date. The Owner elects how to receive the GLWB Payments, either as monthly, quarterly, semi-annual, or annual payments. If the scheduled payment date does not fall on a Business Day, we will make the payment on the next Business Day.

GLWB Payments continue during the life of the Covered Person(s) unless the Guaranteed Lifetime Withdrawal Benefit is terminated. Under the single life option, GLWB Payments will cease on the date of death of the Covered Person. Under the joint life option, GLWB Payments will continue until the date of death of the second Covered Person.

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We may require proof that the Covered Person(s) is living upon the date of any GLWB Payment while the Guaranteed Lifetime Withdrawal Benefit is in effect.

GLWB Rider Fee

The GLWB Rider Fee is shown in the “Fees and Expenses” section. The GLWB Rider Fee will be deducted Pro Rata from the Contract Value in all Allocation Options on the Contract Anniversary. The GLWB Rider Fee will be deducted prior to any other transactions on the Contract Anniversary. No Surrender Charge or Market Value Adjustment will be applied as a result of the deduction of the GLWB Rider Fee.

The GLWB Rider Fee will terminate on the earliest of:

	•		The date the Contract Value is equal to zero; or
	•		The date the Guaranteed Lifetime Withdrawal Benefit terminates.
Termination of the Guaranteed Lifetime Withdrawal Benefit
The Guaranteed Lifetime Withdrawal Benefit will terminate and all rights under the Guaranteed Lifetime Withdrawal Benefit will terminate upon the date any of the follow occur:
	•		The death of all Covered Persons;
	•		Payment of a Death Benefit;
	•		All Covered Persons are removed from the Contract;
	•		The Contract is surrendered or otherwise terminated; or
	•		The Contract Value is applied to an Income Payout Option.

On the date the Guaranteed Lifetime Withdrawal Benefit terminates we will deduct any GLWB Rider Fee that was accrued but not yet deducted as the final GLWB Rider Fee.

Changes to the Covered Person(s)

After the Contract Issue Date, you cannot add, remove or replace a Covered Person, even if you add or change an Owner, Annuitant, or Beneficiary except as described in this Prospectus. If a Covered Person is no longer an Owner, Joint Owner, Annuitant, or Beneficiary as required above, we will remove that person from the Contract and they will no longer be a Covered Person. Once we remove a Covered Person, the Covered Person cannot be reinstated. If at any time joint Covered Persons are no longer Spouses, you must send us notice of the divorce by Authorized Request. Upon receiving such notice, we will remove one former Spouse from the Contract as a Covered Person as indicated by the divorce or settlement decree, as applicable.

If a Covered Person is removed and there is a remaining Covered Person, the following will occur:

	•		If the Covered Person was removed before the GLWB Payment Start Date, joint GLWB Payments will not be available
	•		If the Owner is a natural person and joint GLWB Payments have already started, we will continue to pay joint GLWB Payments to the Owner as long as the remaining Covered Person is living.

If a Covered Person is removed and there is no Covered Person remaining, the Guaranteed Lifetime Withdrawal Benefit will terminate and GLWB Payments will cease.

GLWB Payments

The GLWB Payment is the guaranteed lifetime withdrawal amount. The annual GLWB Payment is equal to the GLWB Percentage multiplied by the GLWB Benefit Base. The GLWB Payment will only decrease if you take an Excess Withdrawal.

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GLWB Percentage:The GLWB Percentage is determined on the GLWB Payment Start Date and will not change. It is calculated using the following formula:

	GLWB Percentage = B + I x Y, where
	B = The Base Withdrawal Percentage.
	I = The Annual Increase Percentage.
	Y = The number of completed Contract Years from the Contract Issue Date until the GLWB Payment Start Date, subject to the Maximum Annual Increase Period of 10 years.

The Base Withdrawal Percentage and Annual Increase Percentage are determined based on your election of single life or joint life option rates using the Age of the younger Covered Person(s) on the Contract Issue Date.

We establish the Base Withdrawal Percentage and Annual Increase Percentage on the Contract Issue Date and will not change them for the life of the Contract. The Base Withdrawal Percentage and the Annual Increase Percentage are stated in the GLWB Supplement which accompanies this Prospectus.

GLWB Benefit Base: The GLWB Benefit Base is initially equal to the Purchase Payment. On each Contract Anniversary, unless the Guaranteed Lifetime Withdrawal Benefit is terminated, if the current Contract Value is greater than the current GLWB Benefit Base, the GLWB Benefit Base will be reset to equal the current Contract Value.

The GLWB Benefit Base will be impacted by Excess Withdrawals as described later in this section.

Example of the GLWB Payment Calculation:

Assume the following:
	•		There is one Covered Person.
	•		On the Contract Issue Date, the Covered Person is Age 55.
	•		The Base Withdrawal Percentage is equal to 3.0% for the single life option for a 55-year-old.
	•		The Annual Increase Percentage is 0.40% for the single life option for a 55-year-old.
	•		The Contract Issue Date is 7/25/2019.
	•		The GLWB Payment Start Date is 7/25/2026.
	•		The GLWB Benefit Base is $250,000.

The GLWB Percentage equals the Base Withdrawal Percentage of 3.0% plus the Annual Increase Percentage of 0.40% multiplied by the number of completed Contract Years from the Contract Issue Date until the GLWB Payment Start Date, subject to the Maximum Annual Increase Period. The number of Completed Contract Years is 7, which is less than the maximum of 10, so 7 will be used in the calculation. Therefore, the GLWB Percentage = 3.0% + 0.40% x 7 = 5.8%.

The annual GLWB Payment is equal to the GLWB Percentage of 5.8% multiplied by the GLWB Benefit Base of $250,000. Therefore, the annual GLWB Payment = 5.8% x $250,000 = $14,500.

Treatment of GLWB Payment Withdrawals

GLWB Payments are treated as a withdrawal from the Contract Value and are taken Pro Rata from the Allocation Options at the time of the withdrawal. GLWB Payments reduce the Contract Value, the Surrender Value, and the Death Benefit by the amount of the GLWB Payment.

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While the Guaranteed Lifetime Withdrawal Benefit is in effect, the Contract will not terminate if a GLWB Payment causes the Surrender Value to be less than $2,000.

GLWB Payments are not subject to Surrender Charge or Market Value Adjustment. The GLWB Payment will count toward the Annual Free Withdrawal Amount. We deduct each GLWB Payment and any additional RMD payment proportionally from each Allocation Option.

If a GLWB Payment causes the Contract Value to be zero, we will continue to pay the GLWB Payments until the Guaranteed Lifetime Withdrawal Benefit terminates and the frequency of the GLWB Payments will remain the same as what was previously elected. In that event, the Allocation Options will no longer be available for investment.

If the date of birth of the Covered Person(s) is misstated, the GLWB Payment will be adjusted based on the correct date of birth of the Covered Person(s). Any underpayment will be added to the next payment. Any overpayment will be subtracted from future payments. No interest will be credited or charged to any underpayment or overpayment adjustments.

Impact of Excess Withdrawals on the GLWB Payment

An Excess Withdrawal is the portion of a withdrawal that, when added to other withdrawals during the current Contract Year, is greater than the total GLWB Payment for the current Contract Year. Excess Withdrawals will proportionally reduce the GLWB Benefit Base and the Death Benefit by the ratio of the Excess Withdrawal to the Contract Value immediately prior to the Excess Withdrawal. Excess Withdrawals include withdrawals prior to the GLWB Payment Start Date and deductions for any applicable Surrender Charge and Market Value Adjustment. Excess Withdrawals do not include amounts we withdraw for the GLWB Rider Fee.

Any portion of a withdrawal taken after the GLWB Payment Start Date that is not an Excess Withdrawal will be treated as a GLWB Payment. If a withdrawal is made after the GLWB Payment Start Date, the remaining GLWB Payment for the current Contract Year will be adjusted to reflect the withdrawal. If the withdrawal when added to the amount of all withdrawals during the current Contract Year (including GLWB Payments) is greater than the GLWB Payment for the current Contract Year, no further GLWB Payments will be made during that Contract Year. Otherwise, the remaining GLWB Payment for the current Contract Year is equal to the GLWB Payment reduced by the amount of all withdrawals during the current Contract Year (including prior GLWB Payments).

If an Excess Withdrawal reduces the Contract Value to less than $2,000, the Guaranteed Lifetime Withdrawal Benefit will terminate and GLWB Payments will cease.

Examples of GLWB Benefit Base Calculation after an Excess Withdrawal:

Example 1. This example assumes the Contract Value is greater than the GLWB Benefit Base at the time of the withdrawal.

Assume the following information:
	•		The GLWB Benefit Base prior to the withdrawal is $100,000.
	•		The total withdrawal is $20,000.
	•		The GLWB Payment is $5,000.
	•		The Excess Withdrawal (including Surrender Charges and Market Value Adjustments) is $15,000.
	•		The Contract Value at the time of the withdrawal is $110,000.

Step 1: Calculate the ratio of the withdrawal to the Contract Value immediately prior to the withdrawal:
Ratio = Excess Withdrawal / (Contract Value immediately prior to the Excess Withdrawal) = $15,000 / $110,000 = 0.136364

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Step 2: Calculate the reduction to GLWB Benefit Base:
Reduction to the GLWB Benefit Base = Ratio x GLWB Benefit Base prior to the withdrawal = 0.136364 x $100,000 = $13,636.40

Step 3: Calculate the GLWB Benefit Base adjusted for Excess Withdrawals:
GLWB Benefit Base adjusted for Excess Withdrawals = GLWB Benefit Base prior to withdrawal – Reduction to GLWB Benefit Base = $100,000 - $13,636.40 = $86,363.60

Example 2. This example assumes the Contract Value is less than the GLWB Benefit Base at the time of the withdrawal.

Assume the following information:
	•		The GLWB Benefit Base prior to the withdrawal is $100,000.
	•		The total withdrawal is $20,000.
	•		The GLWB Payment is $5,000.
	•		The Excess Withdrawal (including Surrender Charges and Market Value Adjustments) is $15,000.
	•		The Contract Value at the time of the withdrawal is $85,000.

Step 1: Calculate the ratio of the withdrawal to the Contract Value immediately prior to the withdrawal:
Ratio = Excess Withdrawal / (Contract Value immediately prior to the Excess Withdrawal) = $15,000 / $85,000 = 0.176471

Step 2: Calculate the reduction to GLWB Benefit Base:
Reduction to the GLWB Benefit Base = Ratio x GLWB Benefit Base prior to the withdrawal = 0.176471 x $100,000 = $17,647.10

Step 3: Calculate the GLWB Benefit Base adjusted for Excess Withdrawals:
GLWB Benefit Base adjusted for Excess Withdrawals = GLWB Benefit Base prior to withdrawal – Reduction to GLWB Benefit Base = $100,000 - 17,647.10 = $82,352.90

As illustrated in Example 2, the GLWB Benefit Base calculation may result in a reduction in the GLWB Benefit Base that is significantly larger than the withdrawal amount.

GLWB Supplement Information

The Base Withdrawal Percentage and Annual Increase Percentage are stated in the GLWB Supplement you receive when you purchase your Contract and are in effect when your Contract is issued. We cannot change these terms for your Contract once they are established.

You should not purchase this Contract without first obtaining the applicable GLWB Supplement. Please contact us at 1-800-798-5500, or contact your financial professional, to obtain the current GLWB Supplement. We will also file any changes to the GLWB Supplement on EDGAR at www.sec.gov under file number 333-XXXXXX. No new GLWB Supplement that supersedes a prior GLWB Supplement will become effective unless written notice of effectiveness of the new GLWB Supplement is given at least seven calendar days in advance.

Required Minimum Distribution Withdrawals

If the Contract is an Individual Retirement Annuity (IRA), GLWB Payments may be used to satisfy your Required Minimum Distribution (RMD) requirements. A withdrawal taken to satisfy RMD requirements prior to the GLWB Payment Start Date will be treated as Excess Withdrawals and will reduce the GLWB Benefit Base.

A withdrawal taken to satisfy RMD requirements after the GLWB Payment Start Date will not be treated as an Excess Withdrawal and Surrender Charges and Market Value Adjustments will not apply.

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The RMD requirement for the Contract is calculated by the Company based on the calendar year taken. The portion of the withdrawal that is treated as an RMD may not be greater than the RMD of the current calendar year less any amount previously withdrawn. For calendar years after the Contract Value is reduced to zero, the GLWB Payments will be treated as the RMD payments with respect to the Contract.

Spousal Continuation of the Guaranteed Lifetime Withdrawal Benefit

If the sole primary Beneficiary is the surviving Spouse of the deceased Owner, the surviving Spouse may elect to continue the Contract as the new Owner. This benefit may only be exercised one time. If the Spouse elects to continue the Contract as the new Owner, the Guaranteed Lifetime Withdrawal Benefit will remain in effect if the surviving Spouse is a Covered Person. If this condition is not met, the Guaranteed Lifetime Withdrawal Benefit will terminate, and we will no longer assess the GLWB Rider Fee.

If the surviving Spouse elects to continue the Contract and the Guaranteed Lifetime Withdrawal Benefit remains in effect, the following will occur:

	•		If the spousal continuation election is before the GLWB Payment Start Date, joint GLWB Payments will not be available to the surviving Spouse.
	•		If the spousal continuation election is after the GLWB Payment Start Date, we will continue to pay joint GLWB Payments to the surviving Spouse as long as the surviving Spouse is living.

DEATH BENEFIT

Death of the Owner during the Accumulation Period

If the Owner dies beforeduring the Payout DateAccumulation Period (if there are joint Owners,owners, the Death Benefit will become payable, after the first joint Owner dies), a Death Benefit will become payable to the Beneficiary. We will pay the Death Benefit after we receive the following at our Administrative Office in a form and manner satisfactory to us:

	•	Due	Proof of Death of the Owner while the Contract is in force;
	•	our	Our claim form from each Beneficiary, properly completed; and
	•	any	Any other documents we require.

TheIf you die during the Accumulation Period, your Beneficiary is entitled to a Death Benefit. If you have a Joint Owner, the Death Benefit will equal your Contract Value adjusted forbe available when the applicationfirst Joint Owner dies.

If there is a surviving Owner and that Owner is the Spouse of the deceased Owner, the surviving Spouse will be treated as the sole primary Beneficiary, and any Credited Index Interest onother designated Beneficiary will be treated as a contingent Beneficiary.

A Beneficiary must make an election within 60 days of the date we receive Due Proof of Death.Death of the Owner(s). The following Death Benefit options are available:

Option A: If the sole primary Beneficiary is the surviving Spouse of the deceased Owner, the surviving Spouse may elect to continue the Contract as the new Owner. An individual who does not meet the definition of Spouse may not be able to continue the Contract for that person’s lifetime. The individual must receive the proceeds of the Contract and any attached endorsements or riders within the time period specified in section 72(s) of the IRC.

Option B: If the Beneficiary is a natural person, the Death Benefit proceeds will be applied in accordance with IRC section 72(s) under one of the Income Payout Options. The income payments must be made for the Beneficiary’s life or a period not extending beyond the Beneficiary’s life expectancy. Payments must commence within one year of the date of the Owner’s death.

Option C: A Beneficiary may elect to receive, at any time, the Death Benefit proceeds in a single lump sum not to extend beyond five years from the date of the Owner’s death.

Unless Option A or B is elected within 60 days of the date we receive Proof of Death or within one year of the date of the Owner’s Death, whichever is earlier, the entire interest in the Contract will be paid under Option C.

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Death of the Annuitant during the Accumulation Period

If an Annuitant dies during the Accumulation Period and there is a surviving Owner who is a natural person, the following will occur:
	•		If there is a surviving Joint Annuitant, the surviving Joint Annuitant will become the Annuitant.
	•		If there is no Joint Annuitant, the Owner(s) will become the Annuitant(s).
If an Annuitant dies during the Accumulation Period and the Owner is not a natural person, the following will occur:
	•		If any Annuitant dies during the Accumulation Period, the death of any Annuitant will be treated as the death of the Owner and Death Benefit proceeds must be distributed in accordance with Option B.
	•		Unless Option B is elected within 60 days of the date we receive Proof of Death or within one year of the date of the Owner’s Death, whichever is earlier, Death Benefit proceeds will be paid in accordance with Option C.

Death Benefit Proceeds

Death Benefit proceeds are payable upon our receipt of Proof of Death (Owner’s death or Annuitant’s death if the Owner is not a natural person), and proof of each Beneficiary’s interest, which includes required documentation and proper instructions from each Beneficiary. If we receive Due Proof of Death by 3:before 4:00 Central StandardP.M. Eastern Time, we will determine the amount of the Death Benefit as of that day. If we receive Due Proof of Death at or after 3:4:00 Central StandardP.M. Eastern Time, we will determine the amount of the Death Benefit as of the next Business Day.

No Surrender Charges or MVA The Death Benefit proceeds will apply to the Death Benefit. NOTE: We do not pro-rate Credited Index Interest, the Index Interest Rate Floor or the Index Interest Rate Cap in the event of the death of the Contract Owner during or after the Initial Index Period.

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Within 60be paid within 7 days after we receive Dueour receipt of Proof of Death the Beneficiary must elect the payment method for theand proof of each Beneficiary’s interest.

The Death Benefit. Those options are described below. We will pay the Death Benefit in a manner that complies with the requirements of Section 72(s) or 401(a)(9) of the Internal Revenue Code, as applicable.

Death of Annuitant While the Owner is Living

If the Annuitant dies during the Accumulation Period whileis equal to the Ownercurrent Contract Value on the date Death Benefit proceeds are payable or the Purchase Payment adjusted for withdrawals, whichever is living and no joint Annuitant has been named,greater. The Death Benefit terminates on the Ownerearlier of the termination of the Contract or when the entire Contract is applied to an Income Payout Option. Withdrawals will become the Annuitant, until and unless we receive notice. If there are joint Annuitants, when an Annuitant dies, the surviving joint Annuitant will become the sole Annuitant.

If the Owner is not a natural person and the last surviving Annuitant dies before the Payout Date,proportionally reduce the Death Benefit will be payableby the ratio of the withdrawal to the Beneficiary.Contract Value immediately prior to the withdrawal. Withdrawals include deductions for any applicable Surrender Charge and Market Value Adjustment.

Examples of Death Benefit Payment Optionsafter a Withdrawal:

The following rules apply toExample 1. This example assumes the paymentContract Value is greater than the Purchase Payment at the time of the Death Benefit under a Non-Qualified Contract:withdrawal.

Assume the following information:
•	•	Spouses – If	Purchase Payment = $100,000
•			Withdrawal (including Surrender Charges and Market Value Adjustments) = $20,000; no other withdrawals have been taken
•			Contract Value at the sole Beneficiary is the surviving spousetime of the deceased Owner, then he or she may choose to continue the Contract and become the new Owner. At the death of the surviving spouse, this provision may not be used again, even if that surviving spouse remarries. In that case, the rules for non-spouses will apply. A surviving spouse may also elect to receive the Death Benefit proceeds in a lump sum, apply the proceeds to an Income Payment Option, or receive the Death Benefit proceeds within five years of the date of the Owner’s death.withdrawal = $115,000
Step 1: Calculate the Death Benefit that would be payable immediately prior to the withdrawal:
•	•	Non-Spouses – If	Death Benefit payable immediately prior to the Beneficiary is notwithdrawal = The greater of Purchase Payment and Contract Value
•			Death Benefit payable immediately prior to the surviving spousewithdrawal = The greater of the deceased Owner, then this Contract cannot be continued. Instead, upon the death of any Owner, the Beneficiary must choose one of the following:$100,000 and $115,000 = $115,000
Step 2: Calculate ratio of the withdrawal to the Contract Value immediately prior to the withdrawal:
•		•	ReceiveRatio = Withdrawal / (Contract Value immediate prior to the Death Benefit in one lump sum following our receipt of Due Proof of Death;withdrawal)
•			Ratio = $20,000 / $115,000 = 0.173913

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Step 3: Calculate reduction to Purchase Payment:
•			Reduction to Purchase Payment = Ratio x (Purchase Payment prior to withdrawal)
•			Reduction to Purchase Payment = 0.173913 x $100,000 = $17,391.30
Step 4: Calculate Purchase Payment adjusted for withdrawals:
•		•	Receive the Death Benefit (if the Beneficiary is a natural person) pursuantPurchase Payment adjusted for withdrawals = Purchase Payment prior to one of the Incomewithdrawal – Reduction to Purchase Payment Options. Payments under an Income
•			Purchase Payment Option must begin within 1 year of the Owner’s death and must not extend beyond a period certain equal to the Beneficiary’s life expectancy; oradjusted for withdrawals = $100,000 – $17,391.30 = $82,608.70
Step 5: Calculate the Contract Value after the withdrawal:
•		•	ReceiveContract Value immediately after the withdrawal = Contract Value at the time of the withdrawal – withdrawal
•			Contract Value immediately after the withdrawal = $115,000 – $20,000 = $95,000
Step 6: Calculate the Death Benefit within five yearsthat would be payable immediately after the withdrawal
•			Death Benefit payable immediately after the withdrawal = The greater of Purchase Payment adjusted for withdrawals and Contract Value immediately after the withdrawal
•			Death Benefit payable immediately after the withdrawal = The greater of $82,608.70 and $95,000 = $95,000
•			The withdrawal of $20,000 reduced the Death Benefit payable by $20,000 (i.e. $115,000 - $95,000)
Example 2. This example assumes the Contract Value is less than the Purchase Payment at the time of the datewithdrawal.
Assume the following information:
•			Purchase Payment = $100,000
•			Withdrawal (including Surrender Charges and Market Value Adjustments) = $20,000; no other withdrawals have been taken
•			Contract Value at the time of withdrawal = $85,000
Step 1: Calculate the Death Benefit that would be payable immediately prior to the withdrawal:
•			Death Benefit payable immediately prior to the withdrawal = The greater of Purchase Payment and Contract Value
•			Death Benefit payable immediately prior to the withdrawal = The greater of $100,000 and $85,000 = $100,000
Step 2: Calculate ratio of the Owner’s death.withdrawal to the Contract Value immediately prior to the withdrawal:
•			Ratio = Withdrawal / (Contract Value immediate prior to the withdrawal)
•			Ratio = $20,000 / $85,000 = 0.2352941
Step 3: Calculate reduction to Purchase Payment:
•			Reduction to Purchase Payment = Ratio x (Purchase Payment prior to withdrawal)
•			Reduction to Purchase Payment = 0.2352941 x $100,000 = $23,529.41
Step 4: Calculate Purchase Payment adjusted for withdrawals:
•			Purchase Payment adjusted for withdrawals = Purchase Payment prior to withdrawal – Reduction to Purchase Payment
•			Purchase Payment adjusted for withdrawals = $100,000 – $23,529.41 = $76,470.59
Step 5: Calculate the Contract Value after the withdrawal:
•			Contract Value immediately after the withdrawal = Contract Value at the time of the withdrawal – withdrawal
•			Contract Value immediately after the withdrawal = $85,000 – $20,000 = $65,000

Upon receipt of Due Proof39

Step 6: Calculate the Death Benefit that would be payable immediately after the withdrawal
•			Death Benefit payable immediately after the withdrawal = The greater of Purchase Payment adjusted for withdrawals and Contract Value immediately after the withdrawal
•			Death Benefit payable immediately after the withdrawal = The greater of $76,470.59 and $65,000 = $76,470.59
•			The withdrawal of $20,000 reduced the Death Benefit payable by $23,529.41 (i.e. $100,000 - $76,470.59)

As illustrated in Example 2, the Death Benefit calculation may result in a reduction in the Beneficiary must instruct us howDeath Benefit that is significantly larger than the withdrawal amount.

A Surrender Charge and Market Value Adjustment will not apply to treatDeath Benefit proceeds. The Death Benefit amount will not be less than the amount required by state law in which the Contract was delivered

We will pay interest on lump sum Death Benefit proceeds if required by state law. Interest, if any, will be calculated at the rate and for the time period required by state law.

So far as permitted by law, the Death Benefit proceeds will not be subject to any claim of the distribution rules discussed above. Other minimum distribution rulesBeneficiary’s creditors.

If an Owner is added or changed, except in the case of spousal continuation, the amount that will be paid upon the death of the new Owner is equal to the Contract Value on the date Death Benefit proceeds are payable. There is no impact on the Death Benefit if an Owner is removed.

Spousal Continuation

If the sole primary Beneficiary is the surviving Spouse of the deceased Owner, the surviving Spouse may elect to continue the Contract as the new Owner. This benefit may only be exercised one time.

Effective on the Continuation Date, we will set the Contract Value equal to the Death Benefit proceeds that would have been payable to the Spouse as the designated Beneficiary. This value is known as the spousal continuation amount.

Any addition to the Contract Value as a result of the Death Benefit proceeds will not be considered a Purchase Payment and will be allocated to the Contract Value on a Pro Rata basis.

On or after the Continuation Date, the amount that will be paid as Death Benefit proceeds is equal to the greater of:

	•		The current Contract Value on the date the Death Benefit proceeds are payable; or
	•		The spousal continuation amount adjusted for withdrawals since the Continuation Date.

Withdrawals will proportionally reduce the spousal continuation amount by the ratio of the withdrawal to the Contract Value immediately prior to the withdrawal. Withdrawals include deductions for any applicable Surrender Charge and Market Value Adjustment.

A Surrender Charge and Market Value Adjustment will not apply to Qualified Contracts.Death Benefit proceeds. The Death Benefit proceeds will not be less than the amount required by state law in which the Contract was delivered.

See the “Guaranteed Lifetime Withdrawal Benefit” section in this Prospectus for impact of Spousal Continuation on the Covered Person(s) and the Guaranteed Lifetime Withdrawal Benefit.

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Death of Owner or Annuitant After the Payout Date

We must be notified immediately of the death of an Annuitant or Owner. Proof of Death will be required upon the death of an Annuitant or Owner. We are not responsible for any misdirected payments that result from the failure to notify us of any such death.

If an Annuitant dies during the Payout Period, remaining income payments or Death Benefit proceeds, if any, will be distributed as provided by the Income PaymentPayout Option in effect. The Income Payout Option in effect will determine whether additional income payments or a Death Benefit apply.

If an Owner dies afterduring the start of income payout,Payout Period, any remaining income payments will be distributed at least as rapidly as provided by the Income PaymentPayout Option in effect.

26Interest on Death Benefit Proceeds

Interest will be paid on lump sum Death Benefit proceeds if required by state law. Interest, if any, will be calculated at the rate and for the time period required by state law.

Abandoned Property Requirements

Every state has unclaimed property laws which generally declare annuity contracts to be abandoned after a period of inactivity of three to five years from the date the Death Benefit is due and payable. For example, if the payment of a Death Benefit has been triggered, but, if after a thorough search, we are still unable to locate the Beneficiary, 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 you last resided, as shown on our books and records, or to our state of domicile. The “escheatment” is revocable, however, and the state is obligated to pay the Death Benefit (without interest) if your Beneficiary steps forward to claim it with the proper documentation. To prevent such escheatment, it is important that you update your Beneficiary designations, including addresses, if and as they change. To make such changes, please contact us by writing to us or calling us at our Administrative Office.

income paymentsINCOME PAYMENTS – the Payout PeriodTHE PAYOUT PERIOD

Payout Date

When you purchase the Contract, we will set the Payout Date as the Contract Anniversary following the Annuitant’s 95^th birthday. If there are Joint Annuitants, we will set the Payout Date based on the ageAge of the oldest Joint Annuitant. For Contracts sold in the state of California, the Payout Date begins one month after the Contract Anniversary of the Initial Index Period. Please refer to the data page of your Contract for details.

You may change the Payout Date by sending a Writtenan Authorized Request in Good Order to our Administrative Office provided: (i) the request is made while an Owner is living; (ii) the request is received at our Administrative Office at least 30 days before the anticipated Payout Date; and (iii) the requested Payout Date is at least two years after the Contract Issue Date.Date; and (iv) the requested Payout Date is no later than the anticipated Payout Date as shown on your Contract Data Page. Any such change is subject to any maximum maturity ageAge restrictions that may be imposed by lawlaw.

Upon reaching the Payout Date, the Covered Person(s) become the Annuitant(s). Unless the Owner chooses to surrender the Contract, income payments will be equal to the GLWB Payment.

Upon the death of all Annuitants, we will pay the Beneficiary an amount equal to the Contract Value immediately prior to the annuitization less the total of the income payments paid.

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Payout Period

The Payout Period is the period of time that begins on the Payout Date and continues until we make the last payment as provided by the Income Payout Option chosen. On the first day of the Payout Period, the Contract Value will be applied to the Income Payout Option you selected. A Surrender Charge and Market Value Adjustment will not apply to proceeds applied to an Income Payout Option. You cannot extend pastchange the Annuitant’s 95^th birthdayAnnuitant or Owner on or after the original Payout Date.Date for any reason.

Terms of Income Payments

We use fixed rates of interest to determine the amount of fixed income payments payable under the Income PaymentPayout Options. IncomeFixed income payments will vary; however, dependingare periodic payments from us to the Owner, the amount of which is fixed and guaranteed by us. The amount of each payment depends on the numberform and duration of Annuitants livingthe Income Payout Option chosen, the Age of the Annuitant, the gender of the Annuitant (if applicable), the amount applied to purchase the income payments and the applicable income purchase rates in the Contract. The income purchase rates in the Contract are based on the Payout Date.a minimum guaranteed interest rate of 1%. We may, in our discretion and on a non-discriminatory basis, make income payments in an amount based on a higher interest rate. Once income payments begin, you cannot change the terms or method of those payments. We do not apply a Surrender Charge or MVAMarket Value Adjustment to income payments.

If there is one Annuitant living on the Payout Date, we will apply your Contract Value to provide for a Life Income Option with a 10-Year Guaranteed Period Certain, unless you have elected an Income Payment Option before the Payout Date or we are otherwise required under the Internal Revenue Code. If there are two Annuitants living on the Payout Date, we will apply your Contract Value to a Joint and Last Survivor Life Income Option with a 10-Year Guaranteed Period Certain unless you have elected an Income Payment Option before the Payout Date or we are otherwise required by the Internal Revenue Code. We describe the Life Income Option and the Joint and Last Survivor Life Income Option under “income payment options” below.

We will make the first income payment on the Payout Date. We may require proof of age and sexgender (if the Income Payout Option rate is based on gender) of the Annuitant/Joint Annuitants before making the first income payment. To receive income payments, the Annuitant/Joint Annuitant must be living on the Payout Date and on the date that each subsequent payment is due as required by the terms of the Income PaymentPayout Option. We may require proof from time to time that this condition has been met.

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income payment optionsINCOME PAYOUT OPTIONS

Election of an Income PaymentPayout Option

You and/or the Beneficiary may elect to receive one of the Income PaymentPayout Options described under “Options” below. The Income PaymentPayout Option and distribution, however, must satisfy the applicable distribution requirements of Section 72(s) or 401(a)(9) of the Internal Revenue Code, as applicable.

The election of an Income PaymentPayout Option must be made by WrittenAuthorized Request. The election is irrevocable after the payments commence. The PayeeOwner may not assign or transfer any future payments under any option.

The amount applied under each option must be at least $2,500, or the amount required to provide an initial monthly income payment of $20.

We will make income payments monthly, quarterly, semiannually, or annually.annually for the Installment Option. Life Income and Joint Survivor options allow monthly income payments. We will also furnish the amount of such payments on request. Payments that are less than $20 will only be made annually.

If you do not specifyselect an Income PaymentPayout Option, we will make monthly payments on the following basis, unless the Internal Revenue Code requires that we pay in your application,some other manner in order for the default payment optionContract to qualify as an annuity or to comply with Section 401(a)(9), in which case we will be Option 2 – Life Income Optioncomply with a 10-year guaranteed period. those requirements;

	•		The Covered Person(s) becomes the Annuitant(s). Income payments will be equal to the GLWB Payment.
	•		Upon the death of all Annuitants, we will pay the Beneficiary an amount equal to the Contract Value immediately prior to the annuitization less the total of the income payments paid.

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You may change this payment optionyour Income Payout Option any time before payments begin on the Payout Date.

Income Payout Options

We offer the following Income Payment Options.Payout Options described below. The frequency and duration of income payments will affect the amount you receive with each payment. In general, if income payments are expected to be made over a longer period of time, the amount of each income payment will be less than the amount of each income payment if income payments are expected to be made over a shorter period of time. Similarly, more frequent income payments will result in the amount of each income payment being lower than if income payments were made less frequently for the same period of time.

Option 1 – Installment Option.Option. We will pay monthly income payments for a chosen number of years, not less than 10, nor more than 30. If the Annuitant dies before income payments have been made for the chosen number of years: (a)years, remaining guaranteed income payments will be treated as the death benefit and will be distributed in one of the following two ways: a.) income payments will be continued for the remainder of the period to the Payee;Owner; or (b)b.) the present value of the remaining income payments, computed at the interest rate used to create the Option 1 rates, will be paid to the Payee or to the Owner, if there is no surviving Payee. For purposes of the present value calculation guaranteed rates will be used.Owner.

Option 2 – Life Income Option – Guaranteed Period Certain.Certain. We will pay monthly income payments for as long as the Annuitant lives. If the Annuitant dies before all of the income payments have been made for the guaranteed period certain: (a)certain, remaining guaranteed income payments will be treated as the death benefit and will be distributed in one of the following two ways: a.) income payments will be continued forduring the remainder of the guaranteed period certain to the Payee;Owner; or (b)b.) the present value of the remaining income payments, computed at the interest rate used to create the Option 2 rates, will be paid to the Payee or to the Owner, if there is no surviving Payee. For purposes of the present value calculation guaranteed rates will be used. Owner.