As filed with the Securities and Exchange Commission on ~~June~~October 3017, ~~2009~~ 2023

Commission ~~Registration~~File No. ~~333-~~

UNITED STATES ~~SECURITIES~~ ~~AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549~~

~~Form S-1~~ SECURITIES AND EXCHANGE COMMISSION

~~Registration~~Washington, ~~Statement~~D.C. ~~under~~20549 ~~the Securities Act of 1933~~

~~Eagle~~FORM ~~Life~~S-1 ~~Insurance Company (Exact name of Registrant as specified in its charter)~~

~~Iowa~~REGISTRATION ~~(State~~STATEMENT ~~or other jurisdiction of incorporation or organization) 6311 (Primary Standard Industrial Classification Code Number) 26-3218907 (I.R.S. Employer Identification No.)~~

~~Agent~~UNDER for Service: Debra J. Richardson Eagle Life Insurance Company 5000 Westown Parkway West Des Moines, Iowa 50266 Phone: 1-888-349-4650 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copy to: Stephen E. Roth, Esq. Thomas E. Bisset, Esq. Sutherland Asbill & Brennan LLP 1275 Pennsylvania Avenue, N.W. Washington, DC 20004-2415 (202) 383-0100 Eagle Life Insurance Company 5000 Westown Parkway West Des Moines, Iowa 50266 Phone: 1-888-349-4650 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

~~Approximate~~THE SECURITIES ~~date~~ACT ofOF ~~commencement~~1933 ~~of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.~~

~~If any~~EAGLE ofLIFE ~~the~~INSURANCE ~~securities~~COMPANY® ~~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. ý~~

~~Indicate~~(Exact byName ~~check~~of ~~mark whether the~~ registrant isas aspecified large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in ~~Rule 12b-2~~its ofcharter) ~~the Exchange Act.~~

Large accelerated filer o Accelerated filer o Non-accelerated filer ý (Do not check if a smaller reporting company) Smaller reporting company o


Iowa	6311	26-3218907
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

	6000 Westown Parkway, West Des Moines, IA 50266
	(515) 221-0002

(Address, ~~Calculation~~including zip code, and telephone number, including area code, of ~~Registration~~registrant’s ~~Fee~~ principal executive offices)

Title of each class of securities to be registered		Amount to be registered		Proposed maximum offering price per unit		Proposed maximum aggregate offering price		Amount of registration fee
Flexible Premium Deferred Indexed Annuity Contract		*		*		$500,000,000*		$27,900

Anthony J. Lengeling

~~The~~c/o ~~Registrant~~Eagle ~~hereby~~Life ~~amends~~Insurance ~~this~~Company® 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.

~~Eagle Life~~6000 ~~Insurance~~Westown ~~Company ("Eagle Life" or the "Company") does not concede that the Falcon Gold Annuity Contract (the "Contract") is a security under the Securities Act of 1933. However~~Parkway, ~~because~~West ofDes ~~the adoption of Rule 151A under the Securities Act of 1933 and certain business exigencies~~Moines, ~~the Company has decided to file this registration statement to register the~~IA ~~Contract~~50266 ~~as a security.~~

~~Table~~(515) of494-2590 ~~Contents~~

(Name ~~Prospectus Dated ,~~and ~~2009~~ Address of Agent for Service)

~~FALCON~~Copy ~~GOLD~~ to:

~~FLEXIBLE~~Stephen ~~PREMIUM~~E. ~~DEFERRED~~Roth, ~~INDEXED~~Esq. ~~ANNUITY~~Eversheds ~~CONTRACT~~

Sutherland ~~ISSUED~~(US) BY LLP

~~EAGLE LIFE INSURANCE COMPANY~~700 ~~5000~~Sixth ~~Westown~~Street, ~~Parkway West Des Moines~~NW, ~~Iowa~~Suite ~~50266~~ 700

~~Offered~~Washington, ~~Through:~~DC ~~American~~20001 ~~Equity Capital, Inc.~~

~~This prospectus describes the Falcon Gold Annuity Contract~~ (~~"Contract"~~202), an383-0100 individual flexible premium deferred indexed annuity contract issued by Eagle Life Insurance Company ("Eagle Life," the "Company", "we", "us", or "our"). This Contract is designed for individuals and certain retirement plans that qualify for special federal income tax treatment, as well as those that do not qualify for such treatment. The Contract offers you the ability to build up Contract Value, protect Contract Value from market fluctuations and receive annuity benefits. The Contract is not an investment in the stock market or in any securities index.

~~You may~~Approximate ~~purchase~~date ~~the~~of commencement ~~Contract~~of ~~with~~proposed asale ~~Premium~~to ~~that~~the ispublic: atAs ~~least~~soon ~~$10,000.~~as ~~You~~practicable ~~may~~after ~~make~~this ~~additional~~registration ~~Premium~~statement ~~payments.~~becomes ~~Each additional Premium payment must be at least $1,000~~effective. ~~The maximum cumulative Premium payments for a Contract Owner/Annuitant is $1,000,000.~~

~~There~~If ~~are~~any risks associated with the Contract. These risks include liquidity risks, risks that we may eliminate or substitute an interest rate calculation method, company solvency risks, and interest rate risks. Also, Surrender Charges and a Market Value Adjustment ("MVA") may apply for a number of ~~years, so~~ the ~~Contract~~securities ~~should only be~~being ~~purchased~~registered ~~for~~on ~~the~~this ~~long-term.~~Form ~~The~~are ~~MVA~~to ~~may~~ be ~~either~~offered ~~positive~~on ~~or negative, which means the MVA may increase or decrease the amount you receive as~~ a ~~withdrawal~~delayed or ~~surrender~~continuous ~~during~~basis ~~the Surrender~~pursuant ~~Charge Period. Withdrawals and surrenders will be subject~~ to ~~income~~Rule ~~tax~~415 ~~and~~under ~~may be subject to a 10% IRS penalty tax if taken before age 591/2. Accordingly, you should carefully consider your income and liquidity needs before purchasing~~ the ~~Contract.~~Securities ~~Additional~~Act ~~information~~of ~~about~~1933 ~~these~~check ~~risks appears in~~ the ~~"Risk~~following ~~Factors"~~box: ☒ ~~section on page and "Federal Income Taxes" on page .~~

~~The Contract~~If ~~allows~~this ~~you~~Form is filed to ~~allocate~~register ~~your~~addition ~~Premium~~securities for an offering pursuant to ~~any~~Rule of462(b) under the Securities Act, check the following ~~interest~~box ~~rate~~and ~~calculation~~list ~~methods~~the Securities orAct ~~Options:~~registration statement number of the earlier effective registration statement for the same offering. ☐

~~For the~~If ~~1-Year~~this ~~Annual~~Form ~~Point to Point Value Option and the 1-Year Monthly Point to Point Value Option, the amount of interest credited in a Contract Year~~ is ~~determined~~ ~~by reference to the performance of the S&P 500 Index over the one year period, subject to the applicable interest rate calculation methodology, including~~ a ~~Cap Rate. The~~ 1post-~~Year~~effective ~~Annual~~amendment ~~Point~~filed topursuant ~~Point Value Option measures the performance of the Index by comparing the Index Price between Contract Anniversaries. The 1-Year Monthly Point~~ to ~~Point Value~~Rule ~~Option~~462(c) ~~measures~~under the ~~performance~~Securities ofAct, ~~the~~check ~~Index by comparing~~ the ~~Index~~following ~~Price~~box ~~at the beginning~~ and ~~end~~list ofthe ~~each~~Securities ~~Contract~~Act ~~Month~~registration ~~and~~statement ~~adding~~number ~~together any such monthly changes in the Index Price for each~~ of the ~~twelve~~earlier ~~Contract~~effective ~~Months~~registration instatement afor ~~Contract Year. Not all of~~ the ~~Indexed~~same ~~Value Options may be available in all states~~offering. ☐

~~For the~~If ~~1-Year~~this ~~Fixed~~Form ~~Value Option, the amount of interest credited~~ is ~~determined based on~~ a ~~rate~~post-effective ofamendment ~~interest~~filed wepursuant ~~declare from time~~ to ~~time~~Rule in462(d) ~~our~~under ~~sole~~the ~~discretion~~Securities ~~and~~Act, ~~guarantee not~~check tothe befollowing ~~less~~box ~~than~~and list the ~~Fixed~~Securities ~~Value~~Act registration ~~Minimum~~statement ~~Guaranteed~~number ~~Interest Rate~~ of ~~1%.~~the ~~Other~~earlier ~~than~~effective ~~the~~registration ~~Initial~~statement ~~Fixed~~for ~~Value~~the ~~Interest~~same offering. ☐

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

~~Rate that~~Large weaccelerated ~~credit~~filer to☐ ~~the~~Accelerated ~~portion~~filer of☐ ~~your~~Non-accelerated ~~initial~~filer ~~Premium~~☒ ~~payment~~Smaller ~~allocated~~reporting tocompany ~~the~~☐ ~~Fixed~~Emerging ~~Value~~growth ~~Option~~company for the first Contract Year, we may change the rate of interest we credit to your Accumulated Value in the Fixed Value Option, known as the Current Fixed Value Interest Rate, at any time in our sole discretion. A detailed discussion of the Fixed Value Option and each Indexed Value Option appears in the "Contract Value" section on page . ☐

~~American Equity~~If ~~Capital, Inc.~~an ~~("American~~emerging ~~Equity~~growth ~~Capital")~~company, isindicate ~~the~~by ~~principal~~check ~~underwriter~~mark ~~for~~if the ~~Contract.~~registrant ~~American~~has ~~Equity~~elected ~~Capital is~~ not ~~required~~ to ~~sell~~use ~~any~~the ~~specific~~extended ~~number~~transition orperiod ~~dollar~~for ~~amount~~complying ofwith ~~securities~~any ~~but~~new ~~will~~or ~~use~~revised ~~its~~financial ~~best~~accounting ~~efforts~~standards toprovided ~~sell~~pursuant ~~the securities offered. There are no arrangements~~ to ~~place~~Section 7(a)(2)(B) ~~funds~~of inthe anSecurities ~~escrow, trust, or similar account~~Act. ☐ ~~This is a continuous offering.~~

~~This~~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 ~~prospectus~~file ~~provides~~a ~~important~~further ~~information~~amendment ~~you~~which ~~should~~specifically ~~know~~states ~~before~~that ~~investing.~~this ~~Please~~registration ~~keep~~statement shall thereafter become effective in accordance with Section 8(a) of the ~~prospectus~~Securities ~~for~~Act ~~future~~of ~~reference~~1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

NeitherTable the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.Contents

~~An investment~~The information in this ~~Contract~~prospectus is not acomplete ~~bank~~and ~~deposit~~may be changed. We may not sell this Contract until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not ~~insured~~an oroffer ~~guaranteed~~to bysell ~~any~~this ~~bank~~Contract orand byit ~~the~~is ~~Federal~~not ~~Deposit~~soliciting ~~Insurance~~an ~~Corporation~~offer orto buy this Contract in any ~~other~~state ~~government~~where ~~agency~~the offer or sale is not permitted.

EAGLE INVESTMENT ~~Table~~NAVIGATORSM ~~of Contents~~

~~TABLE~~Individual OFSingle ~~CONTENTS~~ Premium Deferred Index-Linked Annuity Contract

Contract Snapshot			1
	How Does My Contract Work?		1
	What are My Contract's Benefits?		1
	What is My Contract's Value?		3
	How are my Premiums Allocated?		3
	May I Transfer Money Between Options?		3
	What are My Contract's Pay Out Provisions?		3
		Withdrawal Proceeds	4
		Surrender Proceeds	4
		Death Benefit Proceeds	5
		Maturity Proceeds	5
		Settlement Options/Annuitization	5
	What is the Market Value Adjustment?		5
	Do I Have a Right to Examine and Return the Contract?		5
Definitions			6
Risk Factors			8
Description of Your Contract			10
	Purchasing A Contract		10
		Right to Examine	11
		Additional Premiums	11
		Good Order	11
	Tax-Free "Section 1035" Exchanges		12
	Rights Under the Contract		12
		Right to Name Beneficiary	12
		Right to Assign	12
	Allocations and Transfers		13
	Surrender Charge Schedules		13
	Contract Value		13
		Fixed Value Option Calculation	13
		Indexed Value Option Calculation	14
		Indexed Value Options	15
		Index Credits for the Annual Point to Point Value Option	16
		Index Credits for the Monthly Point to Point Value Option	17
	Market Value Adjustment		18
		Purpose	18
		Application and Waivers	18
		MVA Formula	19
	Contract Proceeds and PayOut Provisions		19
		Surrender Charge	20
		Withdrawal	21
		Surrender Proceeds	21
		Death Benefit Proceeds	22
		Settlement Options	23
	Lifetime Income Benefit Rider		24
		Income Account Value	24
		Lifetime Income Benefit	25
		Withdrawals	26

Issued By:

iEAGLE LIFE INSURANCE COMPANY®

~~Table~~Prospectus ofDated: , ~~Contents~~2023

		Step-Ups	26
		Death Benefit	27
		Rider Charge	27
		Rider Termination	27
Federal Income Taxes			28
	Taxation of Annuities		28
		Required Distributions	28
	Taxation of Non-Qualified Contracts		28
		Non-Natural Person	28
		Withdrawals	28
		Penalty Tax on Certain Withdrawals	29
		Annuity Payments	29
		Taxation of Death Benefit Proceeds	29
		Transfers, Assignments or Exchanges of a Contract	29
		Withholding	30
		Multiple Contracts	30
		Further Information	30
	Taxation of Qualified Contracts		30
		Individual Retirement Annuities (IRAs)	30
		SIMPLE IRAs	30
		Roth IRAs	30
		Corporate Pension and Profit-Sharing Plans	31
		Section 457 Plans	31
		Other Tax Issues	31
	Federal Estate Taxes		32
	Generation-Skipping Transfer Tax		32
	Annuity Purchases By Nonresident Aliens and Foreign Corporations		32
	Annuity Purchases by Residents of Puerto Rico		32
	Possible Tax Law Changes		32
General Matters			33
	Distribution		33
	Telephone and Internet		34
	Notice, Elections and Change		34
	Change of Address		34
	Evidence of Survival		34
	Amendments		34
	Divorce		34
	Termination		34
	Misstatement of Age or Sex		35
	Signature Requirements		35
	Loans		35
	Statement of Values		35
	Conformity with Applicable Laws		35
	Experts and Counsel		35
	Incontestability		36
	Nonforfeitability		36
Information Regarding Eagle Life Insurance Company			37
	Corporate History of the Company		37
	The Company's Business		37

This prospectus provides information you should know before you purchase the Eagle Investment Navigator^SM Contract (the “Contract”), issued by Eagle Life Insurance Company® (the “Company,” “we,” “our,” or “us”). The Contract is a single premium deferred index-linked annuity contract that is designed to help you invest on a tax-deferred basis and meet long-term financial goals. This prospectus is not your Contract. This prospectus describes all material terms of the Contract, including material state variations. You should carefully read this prospectus and speak with your financial professional about whether the Contract is appropriate for you. You should also consult with a tax professional. Certain words and phrases used and capitalized throughout the prospectus are defined in the section titled “Defined Terms.”

iiThe Contract allows you to allocate your Premium among the Contract’s Allocation Options, which include index-linked investment options (“Indexed Options”) and a Fixed Account.

~~Table~~• Each Indexed Option is tied to the performance of ~~Contents~~a market index for a specific period (a “Segment Term”). Each Indexed Option has an applicable Crediting Strategy that includes a “Buffer” downside feature that provides limited protection against a negative Index Return for the Segment Term and either (1) a “Cap,” which is the maximum positive Index Return that can be credited under an Indexed Option for a Segment Term and a “Participation Rate,” which is the factor by which any positive Index Return is multiplied to determine your interest credit for a Segment Term, or (2) just a Participation Rate. The Cap and Participation Rate may limit the amount that will be credited to your Contract, and you may earn less than the Index Return during a Segment Term.

		Annuity Market Overview	37
		Strategy	38
		Products	38
		Investments	39
		Marketing	40
		Competition and Ratings	40
		Reinsurance	41
		Regulation	41
		Federal Income Tax	43
		Employees	43
	Potential Risk Factors That May Effect Future Results		44
	Properties		50
	Management's Discussion and Analysis of Financial Condition and Results of Operations		51
	Directors and Executive Officers		51
	Compensation		52
		Executive Compensation	52
		Compensation of the Board of Directors	52
	Transactions with Related Persons, Promoters, and Certain Control Persons		52
	Legal Proceedings		52
	Legal Matters		53
	Important Information about the Indices		53
	Registration Statement		53
	Rule 12h-7 Representation		53
	Financial Statements		54
Appendix A: Annual Point to Point Value Option Index Credit Calculation			A-1
Appendix B: Monthly Point to Point Value Option Index Credit Calculation			B-1
Appendix C: MVA Examples			C-1

•

The Fixed Account guarantees principal and a rate of interest for a 1-year Segment Term.

~~The Contract~~We may ~~not~~change beCaps ~~available~~and inParticipation ~~all~~Rates ~~states.~~for ~~This~~each ~~prospectus~~Segment ~~does~~Term, ~~not~~subject ~~constitute an offer~~ to the ~~sell~~Guaranteed ~~any~~Minimum ~~Contract~~Cap and itGuaranteed isMinimum ~~not~~Participation ~~soliciting~~Rate, anrespectively. ~~offer~~We tomay ~~buy~~add ~~any~~or ~~Contract~~remove inIndexed ~~any~~Options ~~state~~from ~~in which~~time ~~the~~to ~~offer~~time. orWe ~~sale~~will isalways ~~not~~offer ~~permitted.~~the Wefollowing doIndexed ~~not~~Option: ~~authorize~~the ~~anyone~~S&P to500® ~~provide~~Index ~~any~~with ~~information~~a or1-Year ~~representations~~Segment ~~regarding~~Term, ~~the~~Buffer ~~offering~~of ~~described~~10%, ina ~~this~~Cap ~~prospectus~~no ~~other~~lower than ~~the~~1.0% ~~information~~ and ~~representations~~ ~~contained~~a inParticipation ~~this~~Rate ~~prospectus~~no lower than 10%.

~~iii~~Any interest credited to your Contract, as well as our obligations under the Contract, either as a result of investing in an Indexed Option or the Fixed Account, are subject to our creditworthiness and claims-paying ability.

You should not buy this Contract if you are not willing to assume its investment ~~Table~~risks. See “Contract Risk Factors” beginning on Page 16. The Contract is not an investment in a mutual fund or exchange-traded fund that tracks an index. Index-linked annuity contracts are complex insurance and investment vehicles. You may lose money, including your entire principal investment and previously credited interest. Charges and adjustments under the Contract could cause your losses to be greater than the downside protection of ~~Contents~~the Indexed Options. Your losses may be significant.

Withdrawals (including systematic withdrawals) and Surrenders during the first six Contract Years may be subject to a Withdrawal Charge (up to 8% of the Premium amount ). Transactions, including Withdrawals, Surrenders, annuitization and payment of Death Benefits, will be based on your Adjusted Daily Contract Value. Your Adjusted Daily Contract ~~CONTRACT~~Value ~~SNAPSHOT~~ includes an adjustment to the Segment Crediting Base of a Strategy Segment based on estimated changes in the market value of hypothetical fixed income assets supporting your Contract (the “Market Value Adjustment,” or “MVA”). Additionally, if you have a transaction during a Segment Term, prior to the Segment End Date, the Adjusted Daily Segment Values of the Index Segments in which you have invested are subject to an adjustment based on changes in the market value of a hypothetical set of put and call options designed to replicate interest credits provided on the Segment End Date (the “Option Value Adjustment,” or “OVA”). MVAs and OVAs fluctuate daily, positively or negatively, and can reflect significantly less gain or more loss than would be applied at the end of a Segment Term. For as long as you have multiple ongoing Segment Terms for Indexed Options, there may be no time that any such transaction listed above can be performed without an OVA impacting your Adjusted Daily Contract Value.

~~The~~If ~~following~~you ~~summarizes~~take ~~the~~a ~~key~~Withdrawal ~~features~~from ofor ~~the~~Surrender your Contract., ~~This~~there is ~~summary~~a ~~does~~risk ~~not~~of ~~include~~loss ~~all~~ of ~~the~~up ~~information~~to ~~you~~your ~~should~~entire ~~consider before~~principal ~~purchasing~~and apreviously-credited interest due to any applicable Withdrawal Charge, changes in your Adjusted Daily Contract Value due to MVAs and OVAs, and negative tax consequences. ~~You~~This ~~should~~Contract ~~carefully~~is ~~read~~not appropriate ~~the~~for ~~entire~~investors ~~prospectus,~~who ~~which~~plan ~~contains~~to ~~more~~take ~~detailed~~full ~~information~~or ~~concerning~~partial Withdrawals beyond the ~~Contract~~Free ~~and~~Withdrawal Amount during the ~~Company~~first ~~before~~six ~~making~~Contract anYears ~~investment~~due ~~decision~~to the imposition of Withdrawal Charges.

~~Capitalized~~If a Contract is purchased as a qualified Contract, such as an Individual Retirement Annuity (“IRA”), it does not provide tax deferral benefits beyond ~~terms~~those ~~used~~already inprovided ~~this~~under ~~prospectus~~the Internal Revenue Code, Amounts withdrawn from the Contract may be taxable, and, if you are ~~defined~~under inage 591⁄2, amounts you withdraw from the ~~"Definitions"~~Contract ~~section~~may onalso ~~page~~ be subject to a 10% federal tax, in addition to any other state and federal income tax payable. Investors should consult with their tax advisor for more information.

You may cancel the Contract without charge by returning it to us within 20 days after you receive your Contract, or such longer period as may be required by ~~HOW~~your ~~DOES~~state. MYIf ~~CONTRACT~~your ~~WORK?~~ Contract is a replacement for an existing annuity contract, your

YourTable Contractof is a deferred annuity contract. There are two phases to your Contract, an accumulation phase and a payout phase. Your Contract can help you save for retirement because it allows you to accumulate tax-deferred savings during the accumulation phase and provides insurance against outliving your accumulated savings in the payout phase. Earnings on your Premiums are credited on a tax-deferred basis and remain tax-deferred until you withdraw them, surrender or annuitize your Contract. Contents

~~Interest~~ ~~earnings~~right ~~under~~to ~~your~~cancel ~~Contract~~is ~~may~~generally be30 ~~credited~~days. inIf ~~two~~you ~~ways:~~cancel ~~1) to~~your ~~the~~Contract ~~Fixed~~during ~~Value~~this ~~Option~~period, ~~where~~we ~~the~~will ~~interest~~issue ~~credited is based on~~ a ~~stated~~refund ~~interest~~including ~~rate,~~all ~~and/or 2) to~~charges ~~the~~that ~~Indexed~~may ~~Value~~have ~~Options,~~been ~~where~~deducted ~~the~~from ~~interest~~your ~~credited~~Contract isand ~~determined~~you bywill ~~reference~~not be ~~to the performance of the S&P 500 Index,~~ subject to ~~the applicable interest rate calculation methodology, including~~ a ~~Cap~~Withdrawal ~~Rate~~Charge. ~~You~~The ~~determine~~laws ~~how~~of ~~to allocate~~ your ~~Premium~~state ~~among the interest crediting options. You generally~~ will ~~not~~determine ~~pay~~the ~~taxes~~amount onof your ~~earnings until you withdraw them~~refund. ~~When~~ ~~you purchase the Contract, you are not buying shares in any securities index or individual security.~~

~~You may~~AEL ~~purchase~~Financial ~~the Contract for a minimum initial Premium of $10~~Services,~~000.~~ ~~You~~LLC ~~may~~is ~~make additional Premium payments subject to certain restrictions; see~~ the ~~"Additional Premiums" section on~~principal ~~page for~~underwriter ~~more~~of ~~information~~the ~~on restrictions governing additional Premium payments~~Contracts. WeThe ~~require a~~ minimum ~~Contract~~Premium ~~Value~~payment ofis $225,000. toPlease ~~keep~~read ~~the~~this ~~Contract~~prospectus inbefore ~~force,~~investing ~~unless~~and ~~you~~keep ~~have started~~it ~~receiving~~for ~~payments~~future ~~under~~reference. ~~the~~This ~~Lifetime~~prospectus ~~Income~~does ~~Benefit~~not ~~Rider.~~constitute ~~For~~an ~~more~~offering ~~information~~in onany ~~the~~jurisdiction ~~Rider,~~in ~~see~~which the ~~"Lifetime~~Contract ~~Income~~may ~~Benefit~~not lawfully ~~Rider"~~be ~~section on page~~ sold.

~~Your Contract~~Neither ~~contains~~the ~~either~~Securities aand ~~three,~~Exchange ~~five~~Commission ornor ~~seven~~any ~~year~~state ~~Surrender~~securities ~~Charge~~commission ~~Schedule.~~has Ifapproved ~~you surrender your Contract, fully~~ or ~~partially,~~disapproved orof ~~make~~these asecurities ~~withdrawal larger than the~~or ~~Penalty-Free~~determined ~~Withdrawal~~if ~~amount~~this ~~during~~prospectus ~~the~~is ~~Surrender~~accurate ~~Charge~~or ~~Period, you may be charged a Surrender Charge and an MVA~~complete. WeAny ~~only~~representation ~~apply Surrender Charges and an MVA~~ to ~~withdrawals or surrenders made during~~ the ~~Surrender~~contrary ~~Charge~~is ~~Period.~~a ~~See~~criminal ~~the "Surrender Charge" section on page for more information on the Surrender Charge Period and Surrender Charges~~offense.

LOGO

Please callTable yourof registered representative or the Company at 1-888-349-4650 if you have questions about how your Contract works. Contents

TABLE OF ~~WHAT~~CONTENTS ~~ARE MY CONTRACT'S BENEFITS?~~

Your Contract offers you several benefits.


1. DEFINED TERMS			1

2. SUMMARY			5

3. CONTRACT RISK FACTORS			16

Liquidity Risk			16

Risks Related to Withdrawals			17

Index-Related Risks			17

Point to Point Index Return Calculation Risk			19

Cap and Participation Rate Risk			20

Buffer Risk			21

Protection Benefit Risk			21

Performance Lock Risk			22

Performance Sweep Risk			22

Gain Lock Risk			22

Performance Rate Rider Risk			23

Cap Conversion Benefit Risk			23

Adjusted Daily Segment Value Risk			24

Risk That We May Eliminate Or Substitute An Index			25

Risk That We May Eliminate An Indexed Option			25

Fixed Account Risk			26

Risk Associated with Our Financial Strength And Claims-Paying Ability			26

Risks Associated with Cyber Security And Business Continuity			26

4. FEES AND CHARGES			28

Withdrawal Charges			28

Free Withdrawals			28

Market Value Adjustments and Option Value Adjustments			29

Performance Fee			29

Protection Fee			29

State Premium Taxes			30

Federal, State, And Local Taxes			30

5. THE ANNUITY CONTRACT			31

State Variations			31

6. OWNERSHIP, ANNUITANTS, AND BENEFICIARIES			32

PrincipalTable and Interest Guarantees. Your Contract provides you with a Minimum Guaranteed Surrender Value which, on any Surrender date, equals 87.5% of all Premiums paid (less any withdrawals you may have taken prior to surrender) accumulated at the Minimum Guaranteed Interest Rate specified in your Contract. In addition, your Contract guarantees that interest credited to the Fixed Value Option will never be less than the annual percentage specified in your Contract. These guaranteed interest rates are calculated as effective annual rates, compounded daily. Contents

Upside Potential with Limited Downside Risk. Your Contract provides the opportunity to earn interest that may be higher than a traditional declared fixed interest rate annuity through crediting


Owner			32

Annuitant			32

Beneficiary			32

Assignment			32

7. PURCHASING THE CONTRACT			33

Single Premium Payment			33

Allocating Your Premium Payment			34

Right To Examine			34

8. ALLOCATION OPTIONS			35

Fixed Account			35

Indexed Options			35

9. ADDITIONAL INFORMATION ABOUT THE INDEXED OPTIONS			37

Core Indexed Options			37

Dual Direction Indexed Options			38

Enhanced Indexed Options			38

Segment Term			39

Indexes			39

Crediting Strategies			41

Calculating the Index Return			41

Calculating the Crediting Rate			41

Participation Rate			41

Cap			42

Buffer			43

Dual Direction Crediting Strategy			44

Protection Benefit			44

Performance Lock			52

Performance Sweep			55

Gain Lock			55

Performance Rate Rider			57

Cap Conversion Benefit			58

10. VALUING YOUR CONTRACT			62

Adjusted Daily Contract Value			62

Segment Crediting Base			62

1Table of Contents

Table of Contents


Credited Interest			62

Adjusted Daily Segment Value			62

Market Value Adjustment			63

Option Value Adjustment			63

Impact of Withdrawals from Indexed Segments			64

11. TRANSFER REQUESTS			66

Automatic Transfer From An Indexed Option To The Fixed Account			66

12. ACCESS TO YOUR MONEY DURING THE ACCUMULATION PHASE			67

Types Of Withdrawals			67

Partial Withdrawals			67

Systematic Withdrawals			68

Surrenders			68

Withdrawal Charge Waivers			69

Terminal Illness Benefit			69

Nursing Care Benefit			69

13. ANNUITY PAYMENTS			71

Payment Phase			71

Annuity Payments			71

Settlement Options			71

Death During Payment Phase			72

Proof of Age or Sex			72

14. DEATH BENEFIT			73

Death of Annuitant			73

Valid Claims			73

Recipient Of Death Benefit			73

Beneficiary Options			74

Spousal Continuation			74

Death During The Payment Phase			74

15. TAXES			75

16. OTHER INFORMATION			83

General Account			83

Unregistered Separate Account			83

Changes to the Separate Account			83

interest toTable theof Index Value Options by reference to the Index. In addition, your Contract offers some protections against negative Index returns by providing that Index Credits will never be less than zero, and therefore will never reduce your Accumulated Value. Contents

Protection on Growth. Your Contract has an annual reset design for interest crediting to the Index Value Options. The annual reset design compares the positive change in the Index from the beginning of the Contract Year to the end of the Contract Year. The starting Index Price for any Contract Year (other than the initial Contract Year) is the Index Price as of the ending date of the previous Contract Year. This means if the Index Price at the end of a Contract Year is lower than it was at the beginning, even though Premiums allocated to the Index Value Options will not be credited with interest for that Contract Year the beginning Index Price for the next Contract Year will be reset to the lower Index Price. The annual reset design provides incremental protection on growth by locking in the previous Contract Year's anniversary value. Locking in the positive index returns and ignoring negative index returns preserves your Contract's principal and past positive earnings.


Suspension of Payments or Transfers			83

Distribution			84

Amendments to the Contract			85

Account Statements			85

Certain Transactions			85

Legal Proceedings			86

17. INFORMATION ABOUT EAGLE LIFE INSURANCE COMPANY			87

AVAILABLE INFORMATION			87

STATUS PURSUANT TO SECURITIES EXCHANGE ACT OF 1934			87

COMPANY OVERVIEW			88

OUR BUSINESS			88

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF OPERATIONS			89

FINANCIAL STATEMENTS			89

APPENDIX A: STATE VARIATIONS			A-1

APPENDIX B: ADJUSTED DAILY SEGMENT VALUES			B-1

APPENDIX C: INDEX DISCLOSURES			C-1

APPENDIX D: EXAMPLES OF CREDITING METHODS			D-1

ProtectionTable from Outliving your Income. Your Contract provides you with the opportunity to annuitize your values anytime after the first Contract Year. Annuitizing your Contract converts your Cash Surrender Value into a stream of income which can be based on your life expectancy. Depending upon the type of annuity payout option you choose, annuitization of your Contract can provide you with an income stream that you cannot outlive. Contents

Tax Deferral. The Contract provides for tax-deferred growth. This allows your money to grow faster because you earn interest on dollars that would otherwise be paid in taxes. Your Premium payments earn interest, the interest compounds within the Contract and the money you would have paid in taxes earns interest. Interest earned under the Contract, whether as interest credited under the 1~~-Year Fixed Value Option or under one of the Indexed Value Options, generally is not taxed until it is withdrawn~~. ~~You~~DEFINED may purchase the Contract in certain tax qualified retirement plans. However, note that tax 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 tax qualified plan retirement plan. TERMS

~~Annual~~We ~~Penalty-Free~~have ~~Withdrawals. You~~used ~~may~~simple, ~~take~~clear alanguage ~~Penalty-Free~~as ~~Withdrawal~~much ~~from~~as ~~your~~possible ~~Contract~~in ~~once~~this ~~each~~prospectus. ~~Contract~~However, ~~Year~~by ~~after~~ the ~~first~~ ~~Contract~~very ~~Year~~nature ~~during~~of the ~~Surrender~~Contracts ~~Charge~~certain ~~Period.~~technical ~~You~~words ~~may~~or ~~withdraw~~terms upare unavoidable. toWe ~~10%~~have ofidentified ~~your~~the ~~Contract~~following ~~Value~~as ~~each~~some ~~Contract~~of ~~Year~~these ~~without~~words ~~incurring a Surrender Charge~~ or ~~MVA~~terms. ~~However,~~Defined ~~taxes~~terms ~~and~~are ~~penalties may~~capitalized ~~apply~~throughout tothis ~~Penalty-Free Withdrawals and withdrawals may be restricted under certain Qualified Contracts~~prospectus.

~~Death Benefit Proceeds. The Company will pay out the Death Benefit Proceeds to your Beneficiary upon the death of the Contract Owner or~~Accumulation ~~the Annuitant,~~Phase: ~~in the case of a non-natural Contract Owner.~~ The ~~Death~~period ~~Benefit~~beginning ~~Proceeds~~on ~~payable under~~ the ~~Contract~~Issue ~~will~~Date ~~equal~~and ~~the~~ending ~~greater~~on of the ~~Contract~~Maturity ~~Value or the Minimum Guaranteed Surrender Value~~Date. ~~The~~ Contract may allow you to avoid probate. By naming a Beneficiary, you may minimize the delays, expense and publicity often associated with probate. Your designated Beneficiary will receive Death Benefit Proceeds in either a lump sum or a series of income payments. Please consult with your own legal or tax advisor. Death Benefit Proceeds are not subject to a Surrender Charge or an MVA.

~~Lifetime~~Adjusted ~~Income~~Daily ~~Benefit Rider. For an extra charge, we offer the Lifetime Income Benefit Rider, which guarantees you can receive a certain set payment for your life, even if your~~ Contract Value: isThe ~~reduced~~sum toof ~~zero, once scheduled payments under~~ the ~~Lifetime Income Benefit Rider have begun unless withdrawals are made under the Contract.~~ ~~Scheduled~~Adjusted ~~payments~~Daily ~~under~~Segment ~~the~~Values ~~Lifetime~~of ~~Income~~all ~~Benefit~~of ~~Rider during~~ the ~~Surrender~~Strategy ~~Charge~~Segments ~~Period are not subject~~ to awhich ~~Surrender Charge or an MVA unless~~ you ~~also~~have ~~make~~allocated afunds. ~~withdrawal under the Contract and together the withdrawal and scheduled payments under the Lifetime Income Benefit Rider exceed the Penalty-Free Withdrawal allowed once each~~

2Adjusted Daily Segment Value: With respect to each Strategy Segment, the amount available for Withdrawal, Surrender, annuitization, or as a Death Benefit on any day, including any applicable Market Value Adjustment and/or Option Value Adjustment.

~~Table~~Age: Age as of ~~Contents~~last birthday.

~~Contract~~Allocation ~~Year.~~Options: ~~For~~The ~~more~~interest ~~information~~crediting onoptions available under the ~~Rider~~Contract, ~~see~~including the ~~"Lifetime~~Fixed ~~Income~~Account ~~Benefit~~and ~~Rider"~~the ~~section~~Indexed onOptions. ~~page~~ Each Allocation Option credits interest according to the specific Crediting Strategy it employs.

Annuitant(s): The ~~WHAT~~person(s) ISon MYwhose ~~CONTRACT'S~~life ~~VALUE?~~ or lives annuity payments are based.

~~Your~~Annuity ~~Contract~~Payments: ~~Value~~The isseries ~~calculated~~of bypayments ~~adding~~we ~~together~~make ~~the~~to ~~Accumulated Values in~~ the ~~Fixed~~payee ~~Value~~during ~~Option and~~ the ~~Indexed~~Payment ~~Value~~Phase ~~Options. It will be reduced by the amount~~ of ~~any withdrawals you make, but cannot decrease due to any negative performance of~~ the ~~Index. Your~~ Contract ~~Value~~based ~~will~~on ~~be increased by~~ the ~~amount~~settlement ofoption ~~any Premium payments~~ you ~~make~~select ~~and~~on ~~any interest credited under~~ the Maturity ~~Contract~~Date.

~~Generally, your~~Beneficiary: ~~Accumulated~~The ~~Value~~person(s) inor anentity(ies) ~~Option~~you atdesignate to receive any ~~time~~Death ~~will~~Benefit ~~equal:~~or remaining guaranteed Annuity Payments after your death under the Contract.

Business Day: Any day that the New York Stock Exchange (“NYSE”) is open for regular trading. ~~HOW~~A ~~ARE~~Business MYDay ~~PREMIUMS~~ends ~~ALLOCATED?~~ at 4:00 PM Eastern Time.

~~You~~Buffer: ~~may~~The ~~purchase~~percentage ~~a Contract for a minimum initial Premium~~ of ~~$10,000. You may allocate all or~~ any ~~portion~~negative ofIndex ~~your~~Return ~~initial~~that ~~Premium~~is ~~to the~~absorbed ~~Fixed~~by ~~Value Option or either of~~ the ~~two~~Company ~~Indexed Value Options, or any combination thereof. To select an Option at Contract issuance, you must allocate at least 10% of the initial Premium to that~~when ~~Option.~~calculating Weinterest ~~will accept additional Premiums between Contract Anniversaries~~credits. ~~Additional~~You ~~Premiums received between Contract Anniversaries~~ are ~~held~~only inresponsible ~~the~~for ~~Fixed Value Option and will earn the Current Fixed Value Interest Rate until the next Contract Anniversary. If we receive your additional Premium on a Contract Anniversary, you may allocate all or~~ any ~~portion~~negative ofIndex ~~your~~Return ~~additional~~in ~~Premium~~excess ~~directly to the Fixed Value Option or either~~ of the ~~two Indexed Value Options, or any combination thereof~~Buffer.

Cap: The maximum positive ~~MAY~~Index IReturn ~~TRANSFER~~that ~~MONEY~~may ~~BETWEEN~~be ~~OPTIONS?~~ used when calculating interest credits under an Indexed Option for a Segment Term. It limits the potential positive interest that may be credited for a Segment Term. Each Indexed Option that is subject to a Cap has its own Cap.

OnCCB ~~each~~Activation ~~Contract~~Date: ~~Anniversary,~~The ~~you~~day ~~may~~on ~~choose~~which towe ~~transfer~~process your ~~Accumulated~~request ~~Value between Options, subject~~ to exercise a ~~$1,000~~Cap ~~minimum~~conversion ~~to maintain~~for an ~~Indexed~~Index ~~Value Option~~Segment. IfThe aCCB ~~transfer~~Activation orDate ~~withdrawal reduces your Accumulated Value in an Indexed Value Option below $1,000, we will automatically transfer the remaining Accumulated Value to~~is the ~~Fixed~~first ~~Value~~Business ~~Option~~Day onfollowing the ~~next~~day ~~Contract~~we ~~Anniversary.~~receive ~~There~~your isNotice ~~no minimum required Accumulated Value~~ to ~~maintain~~exercise ~~the~~a ~~Fixed~~Cap ~~Value~~conversion ~~Option.~~for ~~Transfers~~an ~~between~~Index ~~Options~~Segment, ~~are~~provided ~~not~~the ~~subject~~Index toReturn ~~Surrender Charges~~is ~~or an MVA~~positive.

CCB Par Rate: The percentage we will use in calculating interest on the Segment End Date in place of the declared Participation Rate for an Index ~~WHAT~~Segment ~~ARE~~after MYyou ~~CONTRACT'S~~exercise ~~PAY~~a ~~OUT~~Cap ~~PROVISIONS?~~ Conversion Benefit for that Index Segment.

WeCode: ~~will~~Internal ~~pay~~Revenue ~~you~~Code ~~Proceeds~~of ~~from the Contract when you take a withdrawal~~1986, ~~you~~as ~~surrender your Contract, the Annuitant or Contract Owner dies, or when the Contract matures~~amended. We will pay all Death Benefit Proceeds or Maturity Proceeds in a lump sum unless you or your Beneficiary, as applicable, chooses to apply the Death Benefit or Maturity Proceeds to provide payments under a Settlement

3Contract: The Eagle Investment Navigator™, which is a single premium deferred index-linked annuity contract between Eagle Life and you, as the Owner.

~~Table~~Contract ofAnniversary: ~~Contents~~The same date each year as the Issue Date.

~~Option, described~~Contract inMonth: ~~the~~Each ~~"Settlement~~one-month ~~Options"~~period ~~section~~beginning on ~~page . A Surrender Charge and an MVA may apply to a surrender or withdrawal taken during~~ the ~~Surrender~~same ~~Charge~~day ~~Period. In addition, a surrender or withdrawal may be subject to income tax and, if you are younger than age 591/2 at the time~~ of the ~~withdrawal,~~month aas ~~10% penalty tax may apply. Withdrawals may be restricted under certain Qualified Contracts. You may choose to annuitize your Contract anytime after~~ the ~~first~~Issue ~~Contract Year~~Date.

Contract Quarter: ~~Withdrawal~~Each ~~Proceeds~~ three-month period beginning on the same day of the month as the Issue Date.

~~You may request a withdrawal under the~~ Contract atYear: ~~any~~Each ~~time.~~12-month ~~When~~period ~~you~~beginning ~~request~~and aending ~~withdrawal,~~on we deduct the amount of the withdrawal first from your Accumulated Value under the Fixed Value Option, then proportionally from your Accumulated Value under the Indexed Value Options. During the Surrender Charge Period, you may make one Penalty-Free Withdrawal in each Contract ~~Year~~Anniversary. ~~beginning~~The ~~after the~~ first Contract ~~Year. A Penalty-Free Withdrawal allows you to withdraw up to 10% of the Contract Value each~~ ~~Contract~~ Year ~~(determined~~begins aton the ~~time~~Issue ~~of withdrawal) without a Surrender Charge or an MVA applied to those amounts~~Date. However, any Penalty-Free Withdrawals made within 12 months of surrender will be considered a part of the surrender and any Surrender Charge and MVA applicable at surrender will be applied to those amounts previously withdrawn as Penalty-Free Withdrawals. Any withdrawals taken after the end of the Surrender Charge Period will not be subject to a Surrender Charge or an MVA.

~~In general,~~1 scheduled payments under the Lifetime Income Benefit Rider are not subject to a Surrender Charge or an MVA. However, during the Surrender Charge Period, if you receive scheduled payments under the Lifetime Income Benefit Rider and also make a withdrawal under the Contract, the amount by which scheduled payments under the Rider and the withdrawal exceeds the Penalty-Free Withdrawal would be subject to a Surrender Charge and an MVA.

If aTable withdrawalof reduces your Accumulated Value in an Indexed Value Option below $1,000, we will transfer the remaining Accumulated Value to the Fixed Value Option on the next Contract Anniversary. If a withdrawal reduces your Contract Value below $2,000, the Contract will terminate and we will pay you the Surrender Proceeds, unless scheduled payments under the Lifetime Income Benefit are being made. Contents

~~You may~~Crediting beRate: ~~eligible~~The topercentage ~~withdraw~~we ~~amounts~~use ~~in addition~~ to ~~the~~calculate ~~10%~~interest ~~Penalty-Free~~credits. ~~Withdrawal~~The ~~amount~~Crediting ~~described~~Rate ~~above~~is ~~during the Surrender Charge Period without a Surrender Charge or~~determined ~~MVA~~based ~~applied~~on ~~to those amounts if you qualify for either~~ the ~~Confinement~~Index ~~Care~~Return, oradjusted ~~Terminal Illness Waiver. See the "CONTRACT PROCEEDS AND PAYOUT PROVISIONS: Withdrawal" section on page~~ for ~~more~~any ~~information~~applicable onCap, ~~the~~Participation ~~Confinement~~Rate ~~Care~~or ~~and Terminal Illness Waivers~~Buffer.

~~When you~~Crediting ~~request~~Strategy: ~~a withdrawal, you can specify either the gross or net amount of the withdrawal.~~ The ~~net~~methodology ~~amount~~employed ~~(Withdrawal~~by ~~Proceeds) is the actual amount you would receive, which would~~an beAllocation ~~net~~Option ofto ~~any~~calculate ~~Surrender~~and ~~Charge~~credit ~~or MVA~~interest. The ~~gross~~Contract ~~amount~~provides ~~(Withdrawal~~one ~~Amount)~~fixed ~~equals~~interest ~~the~~crediting ~~net~~strategy ~~amount plus any Surrender Charge~~ and ~~MVA.~~one ~~The~~or ~~gross~~more ~~amount~~index-linked ~~(Withdrawal~~crediting ~~Amount) is the amount that would be deducted from your Contract Value to honor the withdrawal request~~strategies.

~~Depending upon~~Death ~~whether~~Benefit: aThe ~~Penalty-Free~~benefit ~~Withdrawal,~~we awill ~~Surrender~~pay ~~Charge~~if ~~or an MVA applies, the Withdrawal Proceeds~~ you ~~receive~~die ~~could~~before ~~be greater or less than~~ the ~~Withdrawal Amount~~Maturity ~~deducted from your Contract Value~~Date.

Eagle Life ~~Surrender~~(or ~~Proceeds~~ the “Company,” “we,” “us,” or “our”): Eagle Life Insurance Company®.

IfFixed ~~you~~Account: ~~surrender~~The ~~your~~Allocation ~~Contract,~~Option wethat ~~will~~employs ~~pay you the Surrender Proceeds in~~ a ~~lump~~fixed ~~sum~~interest orCrediting ~~under a Settlement Option~~Strategy. The Surrender Proceeds are equal to the Cash Surrender Value of your Contract, which is the greater of: (i) the Contract Value minus any Surrender Charges and plus or minus any MVA; or (ii) the Minimum Guaranteed Surrender Value as of the date of surrender. We consider any

4Free Withdrawal: The amount you may withdraw each Contract Year without incurring any Withdrawal Charge.

~~Table~~Gain ofLock ~~Contents~~Activation Date: The first Business Day following the day we receive your Notice to activate the Gain Lock for an Index Segment, provided the Index Return is positive.

~~amount previously~~Gain ~~taken~~Lock asCredit: aThe ~~Penalty-Free~~amount ~~Withdrawal within 12 months~~ of ~~Surrender~~interest ~~part~~credited ofto the ~~Surrender~~Index ~~for~~Segment ~~purposes~~on ofthe ~~applying~~Gain aLock ~~Surrender~~Activation ~~Charge or MVA~~Date. IfThe ~~the~~Gain ~~state in which~~Lock ~~you~~Credit ~~live~~equals ~~requires~~the usGain toLock ~~pay~~Factor ~~premium~~times ~~taxes, we will calculate your Surrender Proceeds as if we had deducted~~ the ~~premium~~positive ~~taxes~~Index ~~from your Premium payments when we received them~~Return.

Gain Lock Factor: The factor applied to the positive Index Return on the ~~Death~~Gain ~~Benefit~~Lock ~~Proceeds~~ Activation Date to determine the Gain Lock Credit.

OnGain ~~the~~Lock ~~death~~Period: ~~of the Annuitant or Contract Owner (whichever occurs first), we will pay, in a lump sum or under a Settlement Option, the Death Benefit Proceeds.~~ The ~~Death~~period ~~Benefit Proceeds equal the greater~~ of ~~the~~time ~~Contract~~beginning ~~Value~~on or the ~~Minimum~~Gain ~~Guaranteed~~Lock ~~Surrender~~Activation ~~Value. If death occurs before the Maturity~~ Date, ~~we will pay the Death~~and ~~Benefit~~ending ~~Proceeds~~on to the ~~designated~~Segment ~~Beneficiary.~~End ~~We do not apply a Surrender Charge or MVA to amounts payable as Death Benefit Proceeds~~Date. However, if the state in which you live requires us to pay premium taxes, we will calculate your Death Benefit Proceeds as if we had deducted the premium taxes from your Premium payments when we received them.

Good Order: In a form acceptable to us and containing complete and sufficiently clear information such that we do ~~Maturity~~not ~~Proceeds~~ need to exercise any discretion to process the request or instruction.

IfGuaranteed ~~the~~Minimum ~~Contract~~Cap: isThe inGuaranteed ~~force on the Maturity Date, we will pay Maturity Proceeds that equal the greater of the Contract Value or the~~ Minimum ~~Guaranteed~~Cap ~~Surrender~~is ~~Value~~1.0%.

Guaranteed Minimum Interest Rate (GMIR): The minimum interest rate that can be declared on the Fixed Account. It is set at issue and locked in ~~Settlement~~for ~~Options/Annuitization~~ the life of the Contract.

~~Should~~Guaranteed ~~you~~Minimum ~~decide~~Participation toRate: ~~receive~~The ~~income~~Guaranteed ~~payments~~Minimum onParticipation orRate ~~after the Maturity Date or surrender, you will have several annuity payout options from which to choose. Annuity payout options are a benefit of deferred annuities, but annuitization~~ is ~~not a requirement of the Contract~~10. ~~The following Settlement Options are available: Income for a Specified Period, Life Income, Income of a Specified Amount, and Joint and Survivor Income~~0%. ~~Each Settlement Option provides for income payments for a minimum of 5 years. We may also make other Settlement Options available.~~

Index: The ~~WHAT~~market ISindex ~~THE~~used ~~MARKET~~to ~~VALUE~~determine ~~ADJUSTMENT?~~ the Index Return for an Indexed Option.

IfIndexed ~~you~~Option: ~~surrender~~An ~~your~~Allocation ~~Contract~~Option or take a withdrawal in excess of the Penalty-Free Withdrawal amount during the Surrender Charge Period, we will apply an MVA to the amount surrendered or withdrawn. The MVA is an adjustment that reflects in part the difference between the Initial Fixed Value Interest Rate for ~~new Contracts~~which ~~we issue at~~ the ~~time~~values of ~~the~~a ~~surrender~~reference orIndex ~~withdrawal~~are ~~and~~used ~~the~~to ~~Initial~~calculate ~~Fixed~~interest ~~Value Interest Rate under your Contract~~credits. ~~The~~Each ~~MVA~~Indexed ~~also~~Option ~~reflects a 0.50% deduction that~~ is ~~designed to compensate us~~a ~~for~~combination ~~certain expenses and losses that we may incur, either directly or indirectly, as a result~~ of a ~~surrender~~Crediting orStrategy, ~~withdrawal.~~an ~~The MVA may be either positive or negative~~Index, ~~which~~and ~~means the MVA may increase or decrease the amount you receive as~~ a ~~surrender~~Segment ~~or withdrawal~~Term. ~~See the "Market Value Adjustment" section on page for more information on the calculation of the MVA.~~

Index Price: For any given day, the closing price of an Index at the end DOof Ithat ~~HAVE~~day, Aas ~~RIGHT~~determined TOand ~~EXAMINE~~published ~~AND~~by ~~RETURN~~the ~~THE~~provider ~~CONTRACT?~~ of the Index. The closing price of the Index is determined at the end of each Business Day. For any day the Index Price is not published, we will use the closing price of the Index on the preceding Business Day as the Index Price.

~~You~~Index ~~may~~Return: ~~cancel~~The ~~your~~percentage ~~Contract~~change ~~and~~in ~~return~~the itIndex toPrice usduring ~~or to our agent within a certain number of days of its receipt and receive a refund of~~ the ~~Premium~~applicable ~~you~~interest ~~paid~~crediting ~~less any withdrawals you made. Generally, you must return your Contract within 15 days of receipt, but some states may permit a longer~~ period.

5Index Segment: A Strategy Segment created under an Indexed Option.

~~Table~~IRS: ofThe ~~Contents~~Internal Revenue Service.

Issue Date: ~~DEFINITIONS~~ The date your Contract begins.

~~Accumulated~~Locked ~~Value~~Rate: ~~The~~ ~~amount~~An ~~under~~annual ~~the~~fixed ~~Contract~~rate indeclared ~~the~~by ~~Fixed~~us ~~Value~~at ~~Option~~which orwe ancredit ~~Indexed~~interest ~~Value~~to ~~Option~~a asLocked ~~adjusted for any withdrawals~~Segment.

~~Annuitant~~Locked Segment: ~~The~~ ~~person~~A ~~named~~Strategy inSegment ~~the~~for ~~application~~which ~~whose~~you ~~life~~have isexercised ~~used to determine~~ the ~~amount~~Performance ~~and~~Lock ~~duration~~feature ofor ~~any~~Performance ~~income~~Sweep ~~payments involving life contingencies~~feature. ~~The~~A ~~Contract~~Locked ~~Owner~~Segment ~~and~~is ~~the~~not an ~~Annuitant~~Allocation ~~must~~Option beinto ~~the~~which ~~same~~you ~~person,~~may ~~unless~~transfer ~~the~~funds ~~Contract~~on ~~Owner is~~ a ~~non-natural~~Segment ~~person~~End Date.

~~Beneficiary: The~~Market ~~person(s)~~Value orAdjustment ~~entity~~(~~ies~~MVA): toAn ~~whom~~adjustment to the ~~Death~~Segment ~~Benefit~~Crediting Base ~~Proceeds~~of ~~will~~a beStrategy ~~paid~~Segment based on estimated changes in the ~~event~~market value of ~~the~~hypothetical ~~death~~fixed ofincome anassets ~~Annuitant~~supporting oryour ~~Owner~~Contract. The ~~Contract~~ ~~Owner~~Market ~~designates~~Value ~~the~~Adjustment ~~initial~~can ~~Beneficiary~~be onpositive, ~~the~~negative, ~~Application~~or zero.

~~Cap~~2 ~~Rate: For the Indexed Value Options, a maximum rate or limit for a specified period that is used to determine the amount of any Index Credit.~~

CashTable Surrender Value: The amount payable by us upon surrender of the Contract. It is equal to the greater of: (i) the Contract Value minus any Surrender Charge and plus or minus any MVA; or (ii) the Minimum Guaranteed Surrender Value. Contents

~~Company,~~Maturity ~~us,~~Date: ~~we,~~The ~~our,~~date ~~Eagle~~on ~~Life: Eagle~~which ~~Life~~the ~~Insurance~~Payment ~~Company~~Phase of the Contract begins. The latest possible Maturity Date occurs on the first day of the calendar month following your 114th birthday (or the oldest Owner’s 114th birthday if joint Owners are named). You may change the Maturity Date to an earlier date following the first Contract Anniversary.

~~Contract: The~~Minimum Contract, ~~including~~Value: ~~any~~The ~~endorsements,~~lowest ~~riders~~Adjusted Daily orContract ~~signed~~Value ~~amendments,~~that ~~and~~is ~~the~~permitted ~~attached~~after ~~application,~~a ~~constitute~~partial ~~the entire Contract~~Withdrawal.

~~Contract~~MVA ~~Date,~~Term: ~~Contract~~The ~~Month,~~period ~~Contract~~of ~~Year~~time ~~and~~over ~~Contract~~which ~~Anniversary: Coverage~~the ~~under~~MVA ~~the~~is ~~Contract~~calculated. ~~begins~~The initial onMVA ~~the~~term ~~Contract~~is ~~Date~~six ~~shown~~years. onSubsequent ~~your~~MVA ~~Contract Specifications~~terms ~~Page.~~begin Weimmediately ~~measure~~upon ~~Contract~~the ~~Months,~~expiration ~~Contract~~of ~~Years~~the ~~and~~previous ~~Contract~~MVA ~~Anniversaries~~term ~~from~~and ~~the~~continue ~~Contract~~for ~~Date~~six years.

~~Contract~~MVA ~~Owner, Owner~~Rate Index: ~~The~~ ~~person~~A orpublicly ~~entity~~available ~~who~~rate ~~owns~~index used as the ~~Contract~~basis for determining the MVA Amount. The ~~Contract~~current ~~Owner~~MVA Rate Index is the ~~person~~Bloomberg orUSD ~~entity~~US ~~named~~Composite inA BVAL Yield Curve. If this index becomes unavailable or the ~~application,~~calculation ~~unless~~of values ~~subsequently~~substantially ~~changed~~changes, ~~filed~~we ~~with~~may ~~and~~choose ~~accepted~~another byindex for the ~~Company~~MVA Rate Index, ~~entitled~~subject to ~~exercise~~any ~~all~~required ~~rights~~regulatory approvals, and ~~privileges~~will ~~provided~~notify ~~under~~you ~~the~~of ~~Contract~~this change.

~~Contract~~Notice ~~Value~~or Notify: ~~The~~ ~~sum~~Any ofrequest, ~~your~~instruction, ~~Accumulated~~or ~~Values~~other incommunication ~~the~~from ~~Fixed~~you ~~Value~~which ~~Option~~(i) is ~~and~~received ~~each~~by ~~Indexed~~us, ~~Value~~(ii) we ~~Option~~determine to be in Good Order, and (iii) we accept.

~~Current~~Option ~~Fixed Value Interest Rate~~Cost: The ~~interest rate we credit to your Accumulated Value in the Fixed Value~~ Option, ~~other than the portion of your initial Premium payment allocated to the Fixed~~ Value ~~Option~~ for ~~the~~an ~~first~~Index ~~Contract~~Segment ~~Year.~~on ~~The Current Fixed Value Interest Rate is declared from time to time and is never less than~~ the ~~Fixed~~Segment ~~Value Minimum~~Start ~~Guaranteed Interest Rate specified in your Contract~~Date. ~~We may change the Current Fixed Value Interest Rate at any time in our sole discretion.~~

~~Death~~Option ~~Benefit Proceeds~~Value: ~~The~~ ~~amount~~For weany ~~pay~~Index ~~the~~Segment, ~~Beneficiary on~~ the ~~death~~market value of ~~the~~a ~~Annuitant~~hypothetical orset ~~Contract Owner (whichever occurs first). The Death Benefit Proceeds equal the greater~~ of ~~the~~put ~~Contract~~and ~~Value~~call oroptions ~~the~~designed ~~Minimum~~to ~~Guaranteed~~replicate ~~Surrender~~interest ~~Value~~credits provided ~~determined~~on ~~as of~~ the ~~date~~Segment ofEnd ~~the death~~Date.

~~Fixed~~Option Value ~~Option~~Adjustment (OVA) : An ~~interest~~adjustment ~~crediting~~to ~~methodology~~the ~~under~~Segment ~~which~~Crediting weBase ~~credit~~of aan ~~fixed~~Index ~~rate~~Segment ofbased ~~interest~~on changes ~~declared~~in ~~from~~the ~~time~~Option toValue ~~time~~for toan ~~your~~Index ~~Accumulated Value~~Segment ~~allocated~~prior to the end of the Segment Term. The Option Value Adjustment can be positive, negative, or zero.

~~Home Office~~Owner: ~~5000~~ ~~Westown~~The ~~Parkway,~~person(s) ~~West~~or ~~Des~~legal ~~Moines,~~entity ~~Iowa~~entitled ~~50266~~to exercise all rights and privileges under the Contract. ~~Phone~~Any ~~1-888-349-4650~~reference to Owner in this prospectus includes any joint Owner. References to “you” in this prospectus refer to the Owner or a prospective Owner. In the case of a qualified contract, the Owner must be a natural person and joint Owners are not allowed.

~~Index~~Participation orRate: ~~S&P 500~~A ~~Index: Standard &~~percentage ~~Poor's~~specific ~~500~~to ~~Composite~~certain ~~Stock~~Indexed ~~Price~~Options by which the positive Index. Return is multiplied to determine the Crediting Rate.

~~Index Credit~~Payee: ~~The~~ ~~amount of interest we may credit for a Contract Year to your Accumulated Value allocated to an Indexed Value Option.~~ The ~~amount~~person(s) ~~of an~~or ~~Index~~entity ~~Credit~~(or isentities) ~~determined~~designated by ~~reference~~you to ~~the~~receive ~~performance~~Annuity ofPayments ~~the~~during ~~S&P 500 Index over~~ the ~~Contract~~Payment ~~Year,~~Phase. ~~subject~~You toare the ~~applicable~~Payee unless ~~interest~~you ~~rate~~designate ~~calculation~~another ~~methodology,~~person ~~including~~or aentity ~~Cap~~as ~~Rate~~the Payee.

6Payment Phase: The period beginning on the Maturity Date during which we make Annuity Payments to the Payee(s).

~~Table~~Performance ofLock ~~Contents~~Activation Date: The Business Day we receive your Notice to exercise a Performance Lock for an Index Segment. If we receive your Notice to exercise the Performance Lock on a day that is not a Business Day, we will use the next Business Day as the Performance Lock Activation Date.

~~Index~~Performance ~~Price~~Value: On ~~any~~The ~~day,~~value ~~the~~for ~~closing~~an ~~price~~Index ~~for~~Segment that is equal to the ~~S&P 500~~Segment ~~Index~~Crediting onBase ~~that~~plus ~~day~~the Option Value Adjustment. WeThe ~~use~~Performance Value ~~the~~for each Index ~~Price~~Segment tois ~~calculate~~calculated ~~Index~~each ~~Credits~~Business ~~under~~Day based on values as of the ~~Indexed~~ ~~Value~~end ~~Options~~of that day.

~~Indexed~~Protection ~~Value Option~~Credit: An ~~interest~~The ~~crediting~~amount ~~methodology~~credited ~~under which we may credit an Index Credit~~ to ~~your Accumulated Value allocated to an Indexed~~ ~~Value Option. We make available two Indexed Value Options under~~ the ~~Contract,~~Segment ~~the~~Crediting ~~1-Year~~Base ~~Annual~~at ~~Point to Point Value Option and~~ the ~~1-Year~~end ~~Monthly~~of ~~Point~~a toProtection ~~Point Value Option~~Term.

~~Initial~~Protection ~~Fixed~~Credit ~~Value Interest Rate~~Base: The ~~fixed~~basis ~~rate~~used ~~of interest we credit~~ to ~~the~~calculate ~~portion of your initial Premium allocated to~~ the ~~Fixed~~Protection ~~Value~~Credit ~~Option for~~at the ~~first~~end ~~Contract Year. The Initial Fixed Value Interest Rate is set forth in the specifications page~~ of ~~your Contract and is never less than~~ the ~~Fixed~~Protection ~~Value Minimum Guaranteed Interest Rate of 1%~~Term.

~~IRC~~Protection Benefit Factor: ~~Internal~~ ~~Revenue~~The ~~Code~~factor used to calculation the Protection Credit at the end of ~~1986,~~a asProtection ~~amended~~Term..

~~Issue~~Protection ~~Age~~Term: The ~~age~~period of ~~the~~time ~~Contract~~over ~~Owner~~with orany ~~Annuitant~~Protection onCredit ~~the~~is ~~last birthday before the Contract Date~~calculated.

~~Maturity~~Protection ~~Date~~Fee: The ~~date~~amount ~~the~~of ~~Contract matures and~~ the ~~Maturity~~fee ~~Proceeds~~deducted ~~become~~from ~~payable. The Maturity Date is~~ the ~~first~~Segment ~~Contract~~Crediting ~~Anniversary immediately~~Base ~~following~~for ~~the~~a ~~Annuitant's~~Protection ~~114th birthday~~Benefit.

~~Maturity Proceeds~~Premium: The amount wepaid ~~pay~~to ifus ~~the~~to ~~Contract~~establish ~~is in force on~~ the ~~Maturity Date. The Maturity Proceeds equal the greater of the~~ Contract ~~Value or the Minimum Guaranteed Surrender Value on the Maturity Date~~.

~~MVA: An~~3 adjustment that will be made to the Proceeds you receive if you surrender the Contract or take a withdrawal in excess of the Penalty-Free Withdrawal amount during the Surrender Charge Period. The MVA reflects in part the difference between the Initial Fixed Value Interest Rate for new Contracts we issue at the time of the surrender or withdrawal and the Initial Fixed Value Interest Rate under the Contract. The MVA may be either positive or negative.

MVATable Factor: A factor we use in calculating the amount of any MVA. Contents

~~Premium~~Quarterversary: A ~~payment~~The ~~you~~date ~~make~~that ~~under~~occurs ~~the~~every ~~Contract.~~three ~~Each~~months ~~Premium~~on ~~must~~the besame ~~forwarded~~calendar ~~either~~day toas the ~~Company's~~Issue ~~Home Office or to your registered~~Date, ~~representative.~~commencing ~~The~~three ~~initial~~months ~~Premium~~after ~~must be received by us on or before~~ the ~~Contract~~Issue Date.

~~Proceeds. The~~Rate ~~amount~~Boost: ~~paid~~The topercentage ~~the~~we ~~payee(s)~~add ~~under~~to the ~~Contract~~declared ~~upon~~Participation ~~withdrawal,~~Rate ~~surrender,~~to ~~death~~calculate orthe ~~maturity.~~CCB ~~Proceeds~~Par ~~paid upon withdrawal or~~Rate ~~surrender~~under ~~during~~ the ~~Surrender~~Cap ~~Charge~~Conversion ~~Period~~Benefit ~~will~~feature ~~reflect~~of ~~any~~this ~~applicable Surrender Charge and MVAs~~Contract.

~~Supplementary~~Segment ~~Contract~~Term: A ~~contract~~The weperiod ~~issue~~of intime ~~exchange~~during ~~for~~which ~~this~~interest ~~Contract~~is ~~when~~calculated ~~you~~and orcredited ~~your~~to ~~Beneficiary~~the Segment ~~chooses~~Crediting Base of a ~~Settlement~~Strategy Segment. Each Segment Term begins on the Segment Start Date and ends on the Segment End Date. The length of a segment term is determined by the specific Allocation Option selected.

~~Surrender~~Segment ~~Charge~~End Date: A ~~charge~~The ~~that~~date weon ~~may~~which ~~assess if you surrender the Contract or take~~ a ~~withdrawal~~Segment ~~during~~Term ~~the Surrender Charge Period~~ends.

~~Surrender~~Segment ~~Charge~~Start ~~Period~~Date: The ~~period~~date ~~during~~on which ~~we assess~~ a ~~Surrender~~Segment ~~Charge~~Term ~~on certain withdrawals and surrender~~begins.

~~Surrender~~Segment ~~Proceeds~~Crediting Base: ~~The~~ ~~amount~~With werespect ~~will~~to ~~pay~~each ~~you~~Strategy ifSegment, ~~you~~the ~~surrender~~value ~~your~~used ~~Contract~~to calculate interest credits on the Segment End Date. The ~~Surrender~~Segment Crediting ~~Proceeds~~Base ~~are~~is ~~equal~~the amount allocated to a Strategy Segment on the ~~Cash~~Segment ~~Surrender~~Start ~~Value~~Date prior to the application of ~~your~~any Market Value Adjustment or Option Value Adjustment, reduced proportionally for any Withdrawals during the Segment Term. The ~~Contract~~Segment Crediting Base is not available for Withdrawal.

~~Withdrawal Amount~~Spouse: The ~~amount~~person weto ~~deduct~~whom ~~from~~ the ~~Contract~~Owner tois ~~pay~~legally amarried ~~request~~as ~~for~~defined ~~withdrawal~~under the Code.

~~Withdrawal~~Strategy ~~Proceeds. The~~Segment: ~~amount~~Each weportion ~~pay~~of ~~you~~your ifAdjusted ~~you~~Daily ~~request~~Contract aValue ~~withdrawal~~in ~~from~~the same Allocation Option that shares the ~~Contract~~same Segment Start Date and Segment End Date. ~~During~~References ~~the~~throughout ~~Surrender~~this ~~Charge~~prospectus ~~Period,~~to Strategy Segments include both the ~~Withdrawal~~Index ~~Proceeds will~~Segments ~~reflect~~and ~~any~~the ~~applicable~~Fixed ~~Surrender~~Account, ~~Charge~~unless ~~and~~specifically ~~MVAs~~stated otherwise.

7Surrender: Termination of the Contract in exchange for the Surrender Value.

~~Table~~Surrender ofValue: ~~Contents~~The amount we will pay if this Contract is Surrendered on or before the Maturity Date.

Valid Claim: All documentation which we require before we will pay the Death Benefit. To qualify as a Valid Claim, such required documentation must be ~~RISK~~received ~~FACTORS~~ by us and in Good Order.

~~Your~~Withdrawal: ~~Contract~~A ~~also~~withdrawal ~~has~~of ~~various~~some ~~risks~~(partial ~~associated~~Withdrawal) ~~with~~or ~~it.~~all It(full isWithdrawal) ~~important~~of ~~for you to understand~~ the ~~following~~Adjusted ~~risk~~Daily ~~factors before~~Contract ~~purchasing~~Value. ~~the~~A ~~Contract~~full inWithdrawal ~~order~~results toin ~~determine~~termination ~~whether~~of the Contract ~~is suited to your needs and goals~~.

~~Liquidity~~Withdrawal ~~Risk. Your~~Charge: ~~Contract~~An isamount ~~designed~~deducted tofrom beyour aAdjusted ~~long-term~~Daily ~~savings plan that you may use to help save for retirement. Your~~ Contract ~~is not~~Value ~~designed to be a short-term investment. There is a risk that~~ when you ~~may~~request ~~encounter~~ a ~~personal~~partial ~~financial~~Withdrawal ~~situation in which you need to withdraw~~ or ~~surrender~~full ~~all~~Surrender ~~or a part of your Contract~~ during the ~~Surrender Charge Period. Withdrawals and surrenders in excess of the Penalty-Free~~ Withdrawal ~~amount taken before the end of the Surrender~~ Charge Period ~~are subject to a Surrender Charge and MVA~~. Also, gains on withdrawals are subject to income taxes, and before age 591/2 may be subject to a 10% federal tax penalty. Accordingly, you could incur charges and pay income taxes should you take withdrawals, withdrawals after scheduled payments under the Lifetime Income Benefit Rider commence, or surrender your Contract during the Surrender Charge Period.

~~Indexed~~Withdrawal ~~Interest~~Charge ~~Crediting~~Period: ~~Risk. We~~The ~~guarantee~~period ~~that~~of iftime ~~the~~during ~~Index~~which ~~declines, it will not reduce your Accumulated Value in an Indexed Value~~a ~~Option,~~Withdrawal ~~but you~~Charge ~~bear the risk that no Index Credits~~ will be ~~added~~assessed toon ~~your~~any ~~Accumulated~~Withdrawal ~~Value~~that inexceeds ~~an Indexed Value Option at~~ the ~~end~~Free ofWithdrawal ~~a Contract Year if the Index declines~~Amount. ~~You~~The ~~also~~Withdrawal ~~bear~~Charge ~~the risk that sustained declines in the Index may result in Index Credits not being credited to your Accumulated Value under an Indexed Value Option for a prolonged~~ period. Inis ~~addition, withdrawals from an Indexed Value Option prior to~~ the ~~end~~first ofsix a Contract ~~Year will not receive an Index Credit for that year~~Years.

~~Historical~~4 Performance. The historical performance of the Index should not be taken as an indication of its future performance. While the trading prices of the underlying stocks comprising the Index will determine the level of the Index, it is impossible to predict whether the level of the Index will fall or rise. Trading prices of the underlying stocks comprising the Index will be influenced by the complex and interrelated economic, financial, regulatory, geographic, judicial, political and other factors that can affect the capital markets generally and the equity trading markets on which the underlying common stocks are traded, and by various circumstances that can influence the levels of the underlying common stocks in a specific market segment or the level of a particular underlying stock.

OtherTable Interest Rate Risks. It is within our sole discretion to set the Cap Rate for the Indexed Value Options and the Initial Fixed Value Interest Rate and Current Fixed Value Interest Rate for the Fixed Value Option. The Cap Rate places an upper limit on the amount of interest an Indexed Value Option can earn in a Contract Year. Thus, if the Index increases, an Indexed Value Option may be credited with interest up to the Cap Rate which may be less than the increase in the Index. We guarantee that the Cap Rate will not be less than the rate set forth in the specifications page of your Contract. Contents

~~We guarantee that the Current Fixed Value Interest Rate will never be less than the Fixed Value Minimum Guaranteed Interest Rate set forth in the specifications page of your Contract~~2. ~~However,~~ we have the right to change the Current Fixed Value Interest Rate at any time in our sole discretion. Therefore, you bear the risk that any Current Fixed Value Interest Rate we establish in the future may be lower than the Current Fixed Value Interest Rate we currently credit and may not exceed the Fixed Value Minimum Guaranteed Interest Rate. SUMMARY

~~MVA~~The ~~Risk. If~~following ~~you~~answers ~~surrender~~to ~~your~~some ~~Contract~~common orquestions ~~take~~provide a ~~withdrawal~~summary ~~in excess~~ of the ~~Penalty-Free~~Eagle ~~Withdrawal~~Investment ~~amount~~Navigator ~~during~~Contract. ~~the~~This ~~Surrender Charge Period,~~summary wedoes ~~will~~not ~~apply~~include anall ~~MVA~~the toinformation you ~~the~~should ~~amount~~consider ~~surrendered~~before orpurchasing ~~withdrawn~~the Contract. ~~There~~You isshould acarefully ~~risk~~read ~~that~~the ~~interest~~entire ~~rates~~prospectus ~~will~~before ~~increase~~you ~~from~~decide whether to purchase the Contract. ~~Date~~The ~~and,~~Contract asmay anot ~~result,~~be ~~the~~currently ~~MVA~~available in all states or may ~~decrease~~vary ~~and~~in ~~the~~your ~~Surrender~~state or may not be ~~Proceeds~~available from all selling firms or ~~Withdrawal~~from ~~Proceeds~~all ~~you~~financial ~~receive~~professionals. ~~See~~Some selling firms may limit the ~~"Market~~offering ~~Value~~of ~~Adjustment"~~certain ~~section~~features or options as well as limit the availability of Contracts based on ~~page~~ issue age or other criteria established by the selling firm.

8Eagle Life is not an investment advisor and the information in this prospectus is not investment advice.

~~Table~~What is the primary purpose of ~~Contents~~the Contract?

~~Cost~~The Contract ofis ~~Managing~~a ~~Index~~single ~~Credit~~premium ~~Obligation. We~~deferred ~~manage~~index-linked ~~our~~annuity, ~~obligation~~designed to ~~credit~~help ~~Index~~you ~~Credits~~meet ~~under~~your ~~each~~long-term ~~Indexed~~financial ~~Value Option~~goals, insuch ~~part,~~as byfunding your retirement. The primary purpose of this Contract is to help you ~~purchasing call~~accumulate ~~options~~savings on ~~the~~a ~~Index~~tax-deferred ~~and~~basis byin ~~prospectively~~order ~~adjusting~~to ~~the~~provide ~~Cap~~you ~~Rate~~with onincome during your retirement. This Contract ~~Anniversaries~~provides toa ~~reflect~~greater ~~changes~~level inof protection against the ~~cost~~loss of ~~purchasing~~principal ~~such~~than ~~call~~a ~~options~~variable annuity, ~~(which~~while ~~cost~~also ~~varies~~providing ~~based~~the potential for higher returns than are available on ~~market conditions)~~a traditional fixed annuity. InWe ~~certain~~designed ~~cases,~~the weContract ~~may~~to be ~~required~~a tolong-term ~~reduce~~investment, so you should not buy the ~~Cap~~Contract ~~Rate~~as ~~for~~a short-term aninvestment ~~Indexed~~or ~~Value~~if ~~Option~~you ~~for~~plan ~~future~~on ~~Contract~~Surrendering ~~Years~~or ~~and~~taking ~~thereby~~Withdrawals ~~reduce~~in excess of the annual Free Withdrawal amount ofduring the ~~Index~~first ~~Credit~~six ~~you~~Contract ~~may~~Years. ~~otherwise~~While the Contract provides some protection ~~receive~~against orloss, ~~possibly~~you ~~discontinue~~can anlose ~~Indexed~~money ~~Value~~under ~~Option~~the ~~altogether~~Contract. ~~However~~Under ~~the~~extreme ~~Cap~~market ~~Rate~~conditions, ~~will~~it ~~never~~is bepossible ~~reduced~~to ~~below~~lose your entire principal investment and previously credited interest. You should not buy the ~~Guaranteed~~Contract ~~Minimum~~if ~~Cap~~you ~~Rate~~are ~~specified~~not inwilling ~~your~~to assume the risks associated with the Contract. See “Contract Risk Factors – Liquidity Risk” and ”Contract Risk Factors - Risk of Loss Related to Withdrawals” for additional information.

~~Risk~~Can ~~That~~I Webuy ~~May Eliminate or Substitute an Index. There is no guarantee that~~ the ~~Index described in this prospectus or the Indexed Value Options will be available during the entire time you own your~~ Contract. ~~If:~~for ~~(i) the~~my ~~Index~~Individual isRetirement ~~discontinued,~~Account (iiIRA) we? are unable to utilize the Index, or (iii) the calculation of the Index is changed substantially, we may substitute a suitable equity index for the Index. If we do so, the performance of the new index may differ from the Index. This, in turn, may affect the Index Credits you earn.

~~Creditor~~The ~~and~~Contract ~~Solvency~~is ~~Risk. Our~~available ~~general~~for ~~account~~purchase ~~assets~~as ~~support~~either ~~the~~a ~~guarantees~~“qualified ~~under~~Contract” ~~the~~or a “non-qualified Contract.” ~~and~~A ~~are~~qualified ~~subject~~Contract tois ~~the~~a ~~claims~~Contract ofpurchased ~~our creditors.~~in ~~As such,~~connection ~~the~~with ~~guarantees~~a retirement plan that receives favorable tax treatment under the ~~Contract~~Code. ~~are~~Currently, ~~subject~~we allow a qualified Contract to ~~our~~be ~~financial~~purchased ~~strength~~as ~~and~~either ~~claims-paying~~a ~~ability,~~traditional ~~and~~or ~~therefore,~~Roth Individual toRetirement ~~the~~Annuity ~~risk~~or ~~that~~through wea ~~may~~traditional ~~default~~or onRoth ~~those~~Individual ~~guarantees~~Retirement Account. ~~You~~Any ~~need~~Contract that is not a qualified Contract is referred to ~~consider~~as ~~our financial~~a ~~strength~~non-qualified ~~and~~Contract. ~~claims~~A non-~~paying~~qualified ~~ability~~Contract inwill ~~meeting~~provide ~~the~~you ~~guarantees~~with certain tax deferral benefits under the ~~Contract~~Code. ~~You~~If ~~may~~you ~~obtain~~purchase ~~information~~a onqualified ~~our~~Contract, ~~financial~~the ~~condition~~Contract bywill ~~reviewing~~not ~~our~~provide ~~financial~~you ~~statements~~tax ~~included~~deferral benefits in ~~this~~addition to those already ~~prospectus.~~provided ~~Information~~by ~~concerning~~your ~~our~~IRA ~~business~~or Roth IRA, and ~~operations~~you isshould ~~also~~only ~~set~~buy ~~forth~~the inContract for its other features. Certain features, obligations, and rights under the ~~"Information~~Contract ~~Regarding~~may ~~Eagle~~differ ~~Life~~between ~~Insurance~~a ~~Company"~~qualified ~~section~~and onnon-qualified Contract ~~page~~ and are noted throughout this prospectus.

NoSee ~~Ownership~~“Taxes” ~~Rights. Purchasing~~for aadditional ~~Contract~~information isabout ~~not equivalent to investing in~~ the ~~underlying~~differences ~~stocks~~between ~~comprising~~a ~~the~~qualified Index. You will have no ownership interest or rights in the underlying stocks comprising the Index, such as voting rights, dividend payments, or other distributions. Also, we are not affiliated with the Index or the underlying stocks comprising the Index. Consequently, the Index and ~~the~~non-qualified ~~issuers~~Contacts ofunder the ~~underlying~~Code ~~stocks comprising the Index have no involvement with the Contract.~~

~~Possible~~5 Tax Law Changes. Although the likelihood of legislative changes is uncertain, there is always 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 otherwise diminish the favorable tax treatment that Contract Owners currently receive. You should consult a tax adviser with respect to legislative developments and their effect on the Contract.

9Table of Contents

~~Table~~At ofa ~~Contents~~high level, how does the Contract work?

As a ~~DESCRIPTION~~deferred OFannuity, ~~YOUR~~the ~~CONTRACT~~ Contract has two phases: the Accumulation Phase and the Payment Phase.

The ~~Falcon~~Accumulation ~~Gold~~Phase ~~Annuity~~begins ~~Contract~~on isthe anIssue ~~individual~~Date ~~flexible~~and ~~premium~~continues ~~deferred~~until ~~indexed~~the ~~annuity~~Maturity ~~contract~~Date. ~~issued~~During bythe ~~Eagle~~Accumulation ~~Life.~~Phase, ~~This~~you can allocate funds among the various ~~Contract~~Allocation isOptions ~~designed~~in ~~for~~order ~~individuals~~to ~~and~~accumulate ~~certain~~interest. ~~retirement~~The ~~plans~~Contract offers one Allocation Option that ~~qualify~~credits ~~for~~a ~~special~~fixed ~~federal~~rate ~~income~~of ~~tax~~interest ~~treatment,~~(the asFixed ~~well~~Account). asInterest ~~those~~credited ~~that~~to dofunds ~~not~~in ~~qualify~~the ~~for~~Fixed ~~such~~Account ~~treatment~~can never be negative. ~~During~~Other ~~the~~Allocation Options ~~accumulation~~calculate ~~phase,~~and ~~your~~credit ~~Contract~~interest ~~can~~based ~~help~~on ~~you~~the ~~save~~performance ~~for~~of ~~retirement~~an ~~because~~Index it(the ~~can~~“Indexed ~~allow~~Options”). ~~your~~Interest ~~Contract~~credited ~~Value~~ to ~~earn~~funds ~~interest~~in onthe aIndexed ~~tax-deferred~~Options ~~basis~~may ~~and~~be positive, negative or zero. During the Accumulation Phase, you can ~~later~~access ~~elect~~your tofunds ~~receive~~by ~~retirement~~taking ~~income~~Withdrawals ~~for~~of ~~life~~your orAdjusted Daily Contract Value (which may include a ~~period~~Market ofValue ~~years~~Adjustment and an Option Value. ~~During~~If you Surrender your Contract or Withdraw more than the ~~pay-out~~annual ~~phase~~Free ofWithdrawal ~~your~~amount during the first six Contract, Years, you ~~can~~will ~~elect~~incur a Withdrawal Charge of up to ~~receive~~8%. ~~annuity~~If ~~payments~~you bydie ~~applying~~during the ~~Cash~~Accumulation ~~Surrender~~Phase, ~~Value~~we towill ~~one~~pay ofa ~~the Settlement~~Death ~~Options~~Benefit ~~offered~~to inthe ~~your~~Beneficiaries ~~Contract~~you designate.

~~Interest under~~The ~~your~~Payment ~~Contract~~Phase ~~may~~begins beon ~~credited~~the inMaturity ~~two~~Date. ~~ways:~~On ~~1) to~~ the ~~Fixed~~Maturity ~~Value Option~~Date, ~~where~~we ~~the~~apply ~~interest~~your ~~credited~~Surrender isValue ~~based~~to onthe asettlement ~~stated~~option ~~rate~~you ofselect ~~interest,~~in ~~and/or~~order 2) to ~~the~~provide you ~~Indexed~~a ~~Value~~stream ~~Options,~~of ~~where~~Annuity ~~the~~Payments. ~~interest~~This ~~credited~~transition isfrom ~~determined~~the byAccumulation ~~reference~~Phase to the ~~performance~~Payment ofPhase ~~the~~is ~~S&P 500~~also ~~Index,~~referred ~~subject~~ to ~~the~~as ~~applicable interest rate calculation methodology, including a Cap Rate~~“annuitization.” ~~You~~If ~~determine~~you ~~how~~die toduring ~~allocate your Premium among~~ the ~~Options.~~Payment ~~You~~Phase, ~~generally~~we will ~~not~~make ~~pay~~any ~~taxes~~remaining onguaranteed ~~your earnings until you withdraw them. The Falcon Gold~~ Annuity ~~Contract~~Payments ~~offers~~to ~~three~~the ~~different~~surviving ~~Surrender~~joint ~~Charge~~Owner ~~Schedules~~or, ~~each~~if ~~having~~there ais ~~distinct~~no ~~Surrender~~joint ~~Charge~~Owner, ~~Period.~~to ~~The~~the ~~rates~~Beneficiaries ofyou ~~interest~~designate. weSee ~~declare~~“Annuity ~~for~~Payments ~~the~~– ~~Fixed~~Settlement ~~Value~~Options” ~~Option and the Cap Rate~~ for ~~each~~more ~~Indexed~~information ~~Value~~about ~~Option may vary depending upon~~ the ~~Contract's~~available ~~Surrender~~settlement ~~Charge Schedule~~options. ~~For~~All ~~further~~payments ~~information~~under on the ~~Surrender~~Contract are ~~Charge~~subject ~~Schedules,~~to ~~see~~ the ~~"Surrender~~ ~~Charge—Credited~~terms ~~Interest Rates~~ and ~~Cap~~conditions ~~Rates"~~described ~~section on page ." The Contract is not an investment~~ in ~~the~~this ~~stock market or in the S&P 500~~prospectus.

~~We describe~~How ~~your~~do ~~rights~~I ~~under~~purchase the Contract? below and in your Contract. Contracts issued in your state may provide different features and benefits than those described in this prospectus. A material difference may include the length of the Right to Examine period, the amount of the Surrender Charge, the Maturity Date, or the availability of certain Settlement Options. We will include any such state variations in your Contract, an endorsement to the Contract, or a supplement to this prospectus. Although there may be state variations to the Contract, this prospectus discloses all the material features and benefits under the Contract. Your registered representative can provide you with more information about state variations. The Contract does not participate in the surplus or profits of the Company and the Company does not pay any dividends on it.

You may buy the Contract by completing an application and submitting Premium of at least $25,000. Any Premium payment that exceeds $1.5 million requires our approval. You may only make one Premium payment under the Contract, although your Premium payment may come from multiple sources. See “Purchasing the Contract” for more information. All Owners and Annuitants must be at least 18 ~~PURCHASING~~years Aold ~~CONTRACT~~ and no older than 85 as of the Issue Date. You may only purchase this Contract though a registered representative of a broker-dealer that has a selling agreement with our affiliated distributor, AEL Financial Services, LLC. Selling broker-dealers may have additional requirements to purchase a Contract.

ToBefore you purchase athis Contract, you ~~must~~should ~~complete~~thoroughly anreview ~~application~~this ~~and pay an initial Premium of at least $10,000. The initial Premium must be~~prospectus ~~received by us on or before the Contract Date. Both the Contract Owner~~ and ~~the~~consult ~~Annuitant,~~with inan ~~the~~independent ~~case~~financial ofadvisor aabout ~~non-natural~~whether ~~Contract~~this ~~Owner, must be under the age of 80 to be eligible to purchase a~~ Contract. ~~After we receive a completed application,~~ and ~~any~~its ~~other~~features ~~necessary~~are ~~information,~~appropriate we will begin the process of issuing the Contract. There may be delays in our processing of your application because of delays in receipt of your application from your registered representative or because of delays in determining whether the Contract is suitable for you. Any such delays may affect the date we issue your Contract. Your application is subject to our approval. We reserve the right to refuse to issue a Contract at any time in our sole discretion. We may discontinue offering the Contract at any time.

~~We impose~~What aAllocation ~~maximum~~Options ~~limit~~are available ~~per~~during ~~Contract Owner and/or Annuitant on~~ the ~~amount~~Accumulation ofPhase? ~~Premiums that may be paid under this or any other Contract issued by us of $1,000,000.~~

10The Contract provides two categories of Allocation Options during the Accumulation Phase:

~~Table~~Fixed ofAccount. ~~Contents~~The Fixed Account credits interest daily in a compounding fashion, at a declared annual interest rate. The Segment Term for the Fixed Account will always be one Contract Year, beginning and ending on each Contract Anniversary. Interest credited to the Fixed Account can never be negative. The Guaranteed Minimum Interest Rate for the Fixed Account will never be less than 0.50%.

WeIndexed Options. The Indexed Options credit interest based on the performance of a particular Index. Each Indexed ~~may~~Option ~~allow~~is made up of a ~~Contract~~unique ~~Owner~~combination toof ~~make~~an ~~Premium~~Index, ~~payments~~a ~~under~~Segment ~~the~~Term, ~~Contract~~and ina Crediting Strategy. Interest credited under an ~~amount~~Indexed ~~that~~Option ~~exceeds~~may ~~the~~be ~~maximum~~positive, ~~limits~~negative, ~~for~~or ~~cumulative~~zero. ~~Premium~~Currently, ~~payments~~we inoffer ~~our~~three ~~sole~~categories ~~discretion~~of Indexed Options: Core Indexed Options, Dual Direction Indexed Options and Enhanced Indexed Options.

~~Note:~~6 You may use the Contract with certain tax qualified retirement plans. The Contract includes attributes such as tax deferral on accumulated earnings. Tax 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 plan. Accordingly, if you are purchasing this Contract through a tax qualified retirement plan, you should consider purchasing the Contract for its other features such as the underlying guarantees, the Death Benefit 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 mandatedTable byof applicable law, including Federal laws designed to counter terrorism and prevent money laundering, we may be required to reject your Premium. 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 a Contract Owner's account and thereby refuse to honor any request for transfer, withdrawal, surrender, annuity payments, and Death Benefit Proceeds, until instructions are received from the appropriate government regulator. Contents

Right to Examine

INDEXED OPTIONS

Crediting Strategy

Downside Protection

Segment Term

S&P 500^®

Index

Russell

2000^® Index

MSCI EAFE

Index

S&P 500 Daily Risk Control 15% Excess Return Index

CORE INDEXED OPTIONS

Point-to-Point

with Cap

10% Buffer

1 Year

✓

N/A

20% Buffer

3 Year

✓

N/A

100% Buffer

1 Year

✓

N/A

Uncapped Point-to-Point

with Participation Rate

10% Buffer

3 or 6 Year

✓

N/A

20% Buffer

6 Year

✓

N/A

DUAL DIRECTION INDEXED OPTIONS

Dual Direction

Point-to-Point

with Cap

10% Buffer

6 Year

✓

N/A

ENHANCED INDEXED OPTIONS

Annual Point-to-Point

with Protection Benefit

5% Buffer (annually) and

100% Protection over 6
Years

1 Year

N/A

✓

Quarterly Point-to-Point

with Protection Benefit

1.25% Buffer (quarterly) and

20% Protection over 3 Years

1 Year

N/A

✓

~~You~~The ~~have~~S&P ~~the~~500® ~~right~~Index, toThe ~~examine~~Russell ~~your~~2000® ~~Contract~~Index, ~~determine that you are satisfied and that it meets your needs. You may return~~ the ~~Contract to~~MSCI ~~the~~EAFE ~~Company~~Index orare ~~your~~price ~~registered representative within 15 days of your receipt of the Contract without incurring any Surrender Charges. Some states may permit a longer period to examine and~~ return ~~the~~indexes ~~Contract. If you return the Contract within the specified timeframe, the Company will cancel your Contract~~ and ~~refund~~do ~~any~~not ~~Premium,~~reflect ~~less withdrawals, if~~ any, ~~within~~dividends ~~10 days of the earlier of the Company's~~ or ~~your~~distributions ~~registered~~paid ~~representative's~~by ~~receipt~~their ofrespective ~~the~~component ~~returned Contract~~companies.

The available Indexed Options may vary by financial intermediary. You should contact your financial professional to obtain information about the Indexed ~~Additional~~Options ~~Premiums~~ available to you.

~~You~~Not ~~may~~all ~~make~~Crediting ~~additional~~Strategies ~~Premium~~and/or ~~payments~~Segment atTerms ~~any~~are ~~time,~~available aswith ~~long~~all asIndexes. ~~each~~We ~~additional~~expect ~~Premium~~to ~~payment~~add ~~is at least $1,000,~~ and ~~not~~remove ~~greater~~Indexed Options ~~than~~from ~~the~~time ~~maximum~~to ~~limit on cumulative Premium payments we allow as noted above~~time. We ~~may~~will ~~return~~always ~~any~~offer ~~portion~~the offollowing aIndexed ~~Premium~~Option: ~~payment~~S&P ~~that~~500® ~~would~~Index, ~~cause~~1-Year ~~the~~Segment ~~Contract~~Term, toBuffer ~~exceed~~(Buffer: ~~any Company~~10%), ~~federal~~Cap or(Cap: ~~state~~No lower ~~limitations~~than on1.0%), ~~Premium~~Participation ~~payments~~Rate ~~received~~(Participation ~~during~~Rate: ~~any~~No ~~taxable~~lower ~~year~~than 10%).

See “Allocation Options” for details about each Allocation ~~Good~~Option. ~~Order~~

WeWhat ~~cannot~~Indexes ~~process~~are ~~your~~available ~~requests for transactions relating to the Contract until we have received them in good order at our Home Office. "Good order" means the actual receipt of the transaction request in writing, along~~ with ~~all information and supporting legal documentation necessary to effect~~ the ~~transaction.~~Indexed ~~This information and documentation generally includes your completed application, the Contract number, the transaction amount (in dollars), selected allocation among the~~ Options,? your signature, exactly as registered on the Contract, if necessary, and any other information or supporting documentation that we may require. With respect to purchase requests, "good order" also generally includes receipt of a sufficient Premium payment by us to effect the purchase. We may, in our sole discretion, determine whether any particular transaction request is in good order, and we reserve the right to change or waive any good order requirements at any time.

11Currently, the Contract offers Indexed Options which each calculate and credit interest based on the performance of one the following Indexes:

~~Table~~• ofS&P ~~Contents~~500® Index;

• Russell ~~TAX-FREE~~2000® ~~"SECTION 1035" EXCHANGES~~ Index;

~~You~~• ~~can~~MSCI ~~generally~~EAFE ~~exchange~~Index; one annuity contract for another in a "tax-free exchange" under Section 1035 of the IRC. Before making an exchange, you should compare both contracts carefully. Remember that if you exchange another contract for the Contract described in this prospectus, you might have to pay a Surrender Charge or any applicable MVA 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 may 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. The person selling you this Contract will generally earn a commission from us.

7 ~~RIGHTS UNDER THE CONTRACT~~

OnceTable purchased, the Contract belongs to you, the Contract Owner. You have all rights granted by the Contract. Contract Owner means the owner named in the application or any successor or assignee if ownership has been assigned. The Owner names the Annuitant. During the Annuitant's lifetime all rights may be exercised by the Owner subject to the rights of (a) any assignee of record with the Company, and (b) any irrevocably named Beneficiary. The Owner and the Annuitant must be the same person unless the Owner is a non-natural person. Contents

~~Subject to~~• ~~the~~S&P ~~"Death~~500 ~~Benefit~~Daily ~~Proceeds"~~Risk ~~section~~Control of15% ~~the~~Excess ~~prospectus,~~Return ~~all rights of the Owner terminate on the death of the Owner/Annuitant~~Index. If the Owner is not a natural person, the death of any Annuitant shall be treated as the death of an Owner of the Contract. Use care when naming an Owner/Annuitant. If you have any questions concerning the criteria you should use when choosing an Owner/Annuitant, consult your registered representative.

Not all ~~Right~~Indexes toare ~~Name~~available ~~Beneficiary~~ under each Indexed Option. Each Index is described in more detail in the section titled “Allocation Options - Indexes.”

~~You~~We ~~have~~reserve the right to ~~name~~add, aremove ~~Beneficiary~~or ~~when~~replace ~~you~~any ~~apply~~Index ~~for~~in the ~~Contract~~future, subject to necessary regulatory approvals. ~~While~~We may remove or replace an Index if it is discontinued, if the ~~Annuitant~~calculation of the Index is ~~alive~~substantially changed, ~~you~~or ~~may~~if ~~change~~we are otherwise unable to utilize the ~~Beneficiary by~~Index. If we replace an Index during a ~~signed~~Segment ~~written~~Term, ~~notice~~we ~~sent~~will tocalculate ~~our~~the ~~Home~~Index ~~Office~~Return using the old Index up until the replacement date. After the replacement date, ~~unless~~we will calculate the ~~Beneficiary~~Index isReturn anusing ~~irrevocable~~the ~~Beneficiary~~new Index, but with a modified start of Segment Term value for the new Index. The ~~change~~modified start of Segment Term value for the new Index will reflect ~~take~~the ~~effect~~Index onReturn for the ~~date~~old weIndex ~~receive~~from the ~~notice~~start of the Segment Term to the replacement date. ~~Any~~For ~~change~~an example of how the Index Return is ~~subject~~calculated ~~to payment~~under orthese ~~other~~circumstances, ~~action~~see “Allocation Options - Indexes.” If we ~~took~~replace ~~before~~an Index ~~receiving~~during ~~notice.~~a ~~See~~Segment ~~"Naming~~Term, this does not cause a ~~Beneficiary"~~change onin ~~page~~ the Cap, Participation Rate or Buffer.

~~All~~If we add or remove an Index (as opposed to replacing ~~rights~~an Index as described in the previous paragraph), the changes will not be effective for your Contract until the start of the next Segment Term. Removing or replacing an Index does not cause a ~~Beneficiary~~change in the Buffer. The Buffer will not change while we continue to offer that Indexed Option. Any Indexed Options based on the performance of a newly added Index will have a new Cap and/or Participation Rate and Buffer, ~~including~~provided anthat ~~irrevocable~~a ~~Beneficiary~~Cap will never be lower than the Guaranteed Minimum Cap, a Participation Rate will ~~end~~never ifbe lower than the ~~Beneficiary~~Guaranteed ~~dies~~Minimum ~~before~~Participation Rate and the ~~Owner~~Buffer orwill never be lower than 1.0% (for annual crediting). Changes to the ~~Annuitant~~Caps and Participation Rates, if any, occur at the start of the next Segment Term. See “Contract Risk Factors – Index-Related Risks,” “Contract Risk Factors - Risk that We May Eliminate or Substitute an Index,” and “Allocation Options” for more information.

How do ~~Right~~the toCrediting ~~Assign~~ Strategies for the Indexed Options work?

~~You~~Each ~~must~~Indexed ~~notify~~Option usutilizes ~~of any assignment of your Contract by~~ a ~~signed~~specific ~~written~~Crediting ~~notice~~Strategy ~~sent~~ to ~~our~~calculate ~~Home~~and ~~Office.~~credit ~~All~~interest ~~assignments~~based ofon the ~~Contract~~ ~~are~~performance ~~subject~~of toan ~~our~~Index ~~approval~~during ~~and~~the ~~will~~Segment ~~only~~Term. beEach Crediting ~~effective~~Strategy ifcalculates ~~approved~~the byIndex ~~us.~~Return Weusing ~~reserve~~a ~~the right~~ “point-to-point” ~~refuse~~method ~~any~~and ~~assignment~~then atapplies ~~any~~either ~~time~~a inCap ~~our sole discretion. Qualified Contracts may not be assigned~~ and/or ~~transferred~~Participation ~~except~~Rate ~~as permitted by the IRC~~ and/or ~~the~~Buffer ~~Employee~~to determine ~~Retirement~~the ~~Income~~Crediting ~~Security Act of 1974 ("ERISA")~~Rate. AnThe ~~assignment~~Crediting ~~will~~Rate ~~take~~is ~~effect~~then onmultiplied ~~the~~by ~~date we approve~~ the ~~assignment.~~Segment ~~We have~~Crediting noBase ~~liability for our actions or omissions related~~ to acalculate ~~requested assignment done in good faith. Consult your tax adviser about~~ the ~~tax~~amount ~~consequences~~ of ~~an assignment. Also, you should consult an attorney before you assign your Contract. Please note that, a change of Owner does not change automatically~~ the ~~Beneficiary,~~interest ~~however, the new Owner may change the Beneficiary~~credit. ~~See "Right to Name a Beneficiary" on page .~~

12A point-to-point Crediting Strategy compares the Index Price on the first day of the current Segment Term with the last day of the Segment Term. To calculate interest credits under a point-to-point Crediting Strategy, we first calculate the Index Return. Then, we adjust the Index Return by either a Cap, Participation Rate, and/or Buffer to calculate the Crediting Rate. Finally, we multiply the Crediting Rate by the Segment Crediting Base to calculate the interest credit. See the “Additional Information About the Indexed Options - Crediting Strategies” section for more detailed information on each of the available Crediting Strategies. A Crediting Strategy may also have the overlay of a Protection Benefit, which provides additional downside protection over multiple Segment Terms.

~~Table~~To ofcalculate ~~Contents~~the interest credit using any point-to-point Crediting Strategy, (except the quarterly point-to-point Crediting Strategy), we use the following process on the Segment End Date:

• First, ~~ALLOCATIONS~~we ~~AND~~calculate ~~TRANSFERS~~ the Index Return. The Index Return is the percentage change in the Index Price, as measured from the Segment Start Date to the Segment End Date.

~~You~~• ~~must~~Second, ~~instruct~~we uscalculate ~~as to how~~ the ~~initial~~Crediting ~~Premium~~Rate isby toapplying beany ~~allocated among the Fixed and Indexed Value Options. Each Initial Premium allocation to an Option must be at least 10% of Contract Value. We require that a minimum $1~~Cap,~~000~~ ~~remain~~Participation in an Indexed Value Option to maintain the Option. All additional Premium payments received between Contract Anniversaries are deposited into the Fixed Value Option and will earn the Current Fixed Value Option Interest Rate~~. On the next Contract Anniversary~~, ~~you may transfer all~~ and/or aBuffer ~~portion of~~to ~~your Accumulated Value in~~ the ~~Fixed~~Index ~~Value Option to an Indexed Value Option~~Return. If wethe ~~receive~~Index anReturn ~~additional~~is ~~Premium on a Contract Anniversary~~zero, ~~you~~then ~~may~~the ~~allocate~~Crediting ~~all~~Rate oralso ~~any~~is ~~portion~~zero ofand ~~your~~no ~~additional Premium~~interest ~~directly~~(positive ~~to the Fixed Value Option~~ or ~~either~~negative) ofis ~~the~~applied ~~two~~for ~~Indexed~~that ~~Value~~Segment ~~Options, or any combination thereof~~Term.

~~We permit~~8 transfers of Accumulated Value between and among the Options on each Contract Anniversary. Based on current tax laws, transfers between Options are not taxable. Transfers are also not subject to Surrender Charges or MVA. If you do not elect to make a transfer, your Accumulated Value will remain in the same Option(s) for the next Contract Year.

For aTable transfer of Accumulated Value among Options to take effect as of a Contract Anniversary, you must submit a written request satisfactory to us that we receive at our Home Office on or before the Contract Anniversary. You must designate the Options from which the transfer will be made and the amount of the transfer either expressed as a total dollar amount or a percentage of your Contract Value. Contents

If the Index Return is positive, we multiply the Index Return by the Participation Rate. The Participation Rate may vary for different Index Segments, and we set the Participation Rates prior to the beginning of a Segment Term. A Participation Rate for a particular Segment Term may be higher or lower than the Participation Rates for ~~SURRENDER~~previous ~~CHARGE~~or ~~SCHEDULES~~ future Segment Terms. In no event will we set a Participation Rate for any Index Segment at less than the Guaranteed Minimum Participation Rate.

WeIf ~~offer~~the ~~three~~Crediting ~~different~~Strategy ~~Surrender~~includes ~~Charge~~a ~~Schedules~~Cap, ~~under~~ the ~~Contract.~~Crediting ~~The~~Rate ~~Surrender~~will ~~Charge~~be ~~Schedules~~the ~~vary~~lesser ~~by length~~ of ~~Surrender Charge~~(i) the ~~Period.~~Index WeReturn ~~currently~~multiplied ~~offer~~by ~~Surrender~~the ~~Charge~~Participation Rate; ~~Schedules~~and ~~with~~(ii) the ~~Surrender~~Cap. ~~Charge~~The ~~Periods~~Cap ofmay ~~three,~~vary ~~five~~for ~~and~~different ~~seven~~Index ~~years.~~Segments, ~~The~~and ~~rates~~we ofset ~~interest~~the weCaps ~~declare~~prior ~~for~~to the ~~Fixed~~beginning ~~Value~~of ~~Option~~a ~~and~~Segment ~~the~~Term. A Cap ~~Rate~~ for ~~each~~a ~~Indexed~~particular ~~Value~~Segment ~~Option~~Term may ~~vary~~be ~~depending~~higher ~~upon~~or lower than the ~~Contract's~~Caps ~~Surrender~~for ~~Charge~~previous ~~Schedule.~~or ~~For~~future ~~further~~Segment ~~information~~Terms. In onno ~~the~~event ~~Surrender~~will ~~Charge~~we ~~Schedules,~~set ~~see~~a ~~the~~Cap ~~"Surrender Charge—Credited~~for ~~Interest~~any ~~Rates~~Index ~~and~~Segment ~~Cap~~at ~~Rates"~~less ~~section~~than onthe ~~page~~ Guaranteed Minimum Cap."

If the Index Return is negative, we apply the Buffer. Any negative Index Return up to the Buffer will not result in any interest credit. If the negative Index Return exceeds the Buffer, the Crediting Rate will be the negative Index Return plus the Buffer. For example, if the Buffer is 10% ~~CONTRACT~~and ~~VALUE~~ the Index Return is -15%, the Crediting Rate would be -5% (-15% plus 10%). The Buffer for any Indexed Option will not change while we continue to offer that Indexed Option.

~~Your~~For ~~Contract~~an ~~Value~~Indexed Option utilizing a Dual Direction Crediting Strategy, if the Index Return is negative and within the ~~sum~~Buffer, ofthe ~~your~~Crediting ~~Accumulated~~Rate ~~Value~~will inbe equal to the ~~Fixed~~absolute ~~Value~~value ~~Option~~of ~~and~~the ~~each~~Index ~~Indexed~~Return. ~~Value~~(The ~~Option~~absolute value of a number is simply that number without regard to it being positive or negative (i.e., ~~Your~~without ~~Contract~~regard ~~Value~~to its ~~will~~mathematical ~~increase~~sign). byFor example, the ~~amount~~absolute value of ~~any~~-5 ~~Premium~~is ~~payments~~5.) ~~and~~If ~~interest~~the ~~credited~~negative Index Return exceeds the Buffer, ~~including~~only ~~any~~the portion of the negative Index ~~Credits~~Return ~~earned.~~in Itexcess of the Buffer will be ~~reduced~~applied byto determine the ~~amount~~negative ofCrediting ~~any~~Rate. ~~withdrawals,~~The ~~but~~Buffer ~~cannot~~for ~~decrease~~a ~~due~~Dual Direction Crediting Strategy provides protection from a negative Index Return up to ~~any~~ the Buffer and results in a negative ~~performance~~Index ofReturn up to the Buffer being treated as a positive Index Return The Buffer for an Indexed Option utilizing a Dual Direction Crediting Strategy will not change while we continue to offer that Indexed Option.

• Finally, ~~Fixed~~once ~~Value~~we ~~Option~~determine ~~Calculation~~ the Crediting Rate, we multiply it by the Segment Crediting Base to calculate the interest credit for that Segment Term.

OnQuarterly ~~the Contract Date, your Accumulated Value in the Fixed Value Option equals the amount of the initial Premium allocated~~ Point-to-Point ~~that Option.~~Crediting OnStrategy ~~each subsequent Contract Anniversary, your Accumulated Value in the Fixed Value Option equals:~~

13The quarterly point-to-point Crediting Strategy compares the Index Price at the beginning of each Contract Quarter during a Segment Term with the Index Price at the end of the Contract Quarter to calculate the Index Return and then adjusts the Index Return based on the Participation Rate and the Buffer to determine the Crediting Rate for that Contract Quarter. The Crediting Rate is then multiplied by the Segment Crediting Base to calculate the interest credit for that Contract Quarter. There are four quarterly interest credits during each one year Segment Term.

~~Table~~See of“Additional ~~Contents~~Information About the Indexed Options - Crediting Strategies” for additional information.

~~Between Contract~~When ~~Anniversaries,~~does ~~your~~the ~~Accumulated~~Company ~~Value~~set in the ~~Fixed~~Caps ~~Value~~and ~~Option~~Participation ~~equals:~~Rates for each Segment Term?

~~For the~~We ~~first~~set ~~Contract Year,~~ the ~~portion~~Cap ofand ~~your~~Participation ~~initial~~Rate, ~~Premium~~as ~~allocated~~applicable, tofor ~~the~~each ~~Fixed~~Indexed ~~Value~~ Option ~~will~~prior ~~earn~~to the ~~Initial~~beginning ~~Fixed~~of ~~Value~~each ~~Interest~~Segment ~~Rate.~~Term ~~Other~~and ~~than~~those ~~your~~rates ~~initial~~will ~~Premium~~not change ~~credited~~during ~~with~~that ~~the~~Segment ~~Initial~~Term. ~~Fixed~~The ~~Value~~Caps ~~Interest~~and ~~Rate~~Participation Rates for the ~~first~~initial ~~Contract~~Segment ~~Year,~~Term ~~your~~will ~~Accumulated~~be ~~Value~~disclosed into ~~the~~you ~~Fixed~~at ~~Value~~the ~~Option,~~time ~~including~~you ~~any~~apply ~~additional~~for ~~Premiums~~a weContract ~~receive in the first~~ and ~~later Contract Years,~~ will ~~earn~~be ~~the~~no ~~Current~~lower ~~Fixed~~for ~~Value~~37 ~~Interest~~days ~~Rate,~~thereafter. ~~which~~The weCaps ~~will~~and ~~declare~~Participation ~~from~~Rates ~~time~~for tothe ~~time~~initial Segment ~~and~~Term ~~guarantee~~ will ~~never~~ be ~~less~~shown ~~than~~in ~~the~~your ~~Fixed~~Contract. ~~Value~~If ~~Minimum~~we ~~Guaranteed~~issue ~~Interest Rate set forth in~~ your Contract. ~~The~~more ~~Fixed~~than ~~Value~~37 ~~Minimum~~days ~~Guaranteed~~after ~~Interest~~the ~~Rate~~date isyou ~~guaranteed~~signed ~~for~~ the ~~life~~application, of the ~~Contract.~~Caps Weand ~~may~~Participation ~~change~~Rates applicable to the ~~Current~~first ~~Fixed~~Segment ~~Value~~Term ~~Interest~~will ~~Rate~~be atbased ~~any~~on ~~time~~those in ~~our~~effect ~~sole discretion.~~on Wethe ~~credit~~Issue Date ~~interest~~of on your ~~Accumulated~~Contract, ~~Value~~which inwill ~~the~~be ~~Fixed~~available ~~Value~~at ~~Option~~[WEBSITE onTO aBE ~~daily~~ADDED ~~basis.~~BY PRE-EFFECTIVE AMENDMENT]

~~We consider~~9 a number of factors in setting the Initial Fixed Value Interest Rate and the Current Fixed Value Interest Rate. Such factors include, but are not limited to, current interest rates, our general account assets, the costs of our risk management techniques, administrative expenses, regulatory and tax requirements, general economic trends as well as other relevant factors. In addition, the Initial Fixed Value Interest Rate and the Current Fixed Value Interest Rate may vary depending on your Contract's Surrender Charge Schedule. Additional information about the effect of the different Surrender Charge Schedules on the Initial Fixed Value Interest Rate and the Current Fixed Value Interest Rate appears in the "Surrender Charge—Credited Interest Rates and Cap Rates" section on page .

Table of Indexed Value Option Calculation Contents

Onat least seven days before your Issue Date. If the ~~Contract~~rates in place on the Issue Date, ~~your~~are ~~Accumulated~~lower ~~Value~~than the rates in place anat ~~Indexed~~the ~~Value~~time ~~Option~~you ~~equals~~signed the ~~amount~~application and you are dissatisfied with those rates, you can cancel your Contract within 30 days of the ~~initial~~Issue Date and have your Premium ~~allocated~~returned to ~~that~~you (or such higher amount as required by your state; see ~~Option~~“Right to Examine,” below). OnThere ~~each~~may ~~subsequent~~be ~~Contract~~tax ~~Anniversary,~~consequences if you cancel your ~~Accumulated~~Contract, ~~Value~~so inyou anshould ~~Indexed~~consult ~~Value~~with ~~Option~~your ~~equals:~~financial or tax professional before doing so.

~~Between~~We can change the Caps and Participation Rates for each Segment Term. The Caps and Participation Rates for each Segment Term will be available on our public ~~Contract~~website ~~Anniversaries~~at [WEBSITE TO BE ADDED BY PRE-EFFECTIVE AMENDMENT] at least seven days before the new Segment Term begins. You do not have the right to reject the Caps and Participation Rates for the next Segment Term, ~~your~~but ~~Accumulated~~you ~~Value~~can intransfer anfunds ~~Indexed~~among ~~Value~~the ~~Option~~Allocation ~~equals:~~Options for the next Segment Term by providing Notice to us at least one Business Day prior to the Segment End Date. See “Contract Risk Factors” for more information.

~~If you~~Can ~~make a transfer on a Contract Anniversary or a withdrawal from an Indexed Value Option that reduces your Accumulated Value in~~ the ~~Indexed~~Buffer ~~Value~~for ~~Option below the $1,000 minimum balance we require to maintain~~ an Indexed ~~Value~~ Option, wechange? ~~will automatically transfer your remaining Accumulated Value from that Indexed Value Option to the Fixed Value Option on the next Contract Anniversary.~~

14The Buffer for each of the Indexed Options is shown in your Contract and cannot be changed while we offer that Indexed Option. If we add a new Indexed Option available under your Contract after the Issue Date, the Buffer is guaranteed to be at least 1.0%.

~~Table~~What ofis ~~Contents~~the Protection Benefit?

WeThe Enhanced Indexed Options automatically include the Protection Benefit, which provides additional downside protection over the Protection Term of either three or six years, which will ~~credit~~span multiple one-year Segment Terms. In the event that the cumulative interest tocredited ~~your~~during ~~Accumulated~~the ~~Value~~Protection Term results in ana ~~Indexed~~decrease ~~Value~~in ~~Option~~your onSegment Crediting Base, you will receive a ~~Contract~~Protection ~~Anniversary~~Credit ~~based~~that onwill equal the ~~percentage~~difference ~~change~~between inthe Protection Credit Base and the ~~Index~~Segment ~~during~~Crediting Base at the ~~prior~~end ~~Contract~~of ~~Year~~the Protection Term, ~~subject~~ up to the ~~applicable~~maximum ~~interest~~Protection ~~rate~~Credit. ~~calculation~~Each ~~methodology~~month, ~~including~~you will pay a ~~Cap~~Protection ~~Rate.~~Fee ~~See~~equal to 1/12th of the ~~"Indexed~~Protection ~~Value~~Fee ~~Options,"~~Factor multiplied ~~"Index~~by ~~Credits~~the ~~for~~Protection Credit Base as of the ~~Annual~~close ~~Point~~of tothe ~~Point~~Business ~~Value~~Day ~~Option,"~~immediately ~~and~~prior ~~"Index~~to ~~Credits~~the ~~for~~deduction of the ~~Monthly~~ ~~Point~~Protection toFee. ~~Point~~The ~~Value~~Protection ~~Option"~~Fee ~~sections~~will ~~below~~be ~~for~~deducted ~~more~~from ~~information~~your ~~regarding~~Segment Crediting Base on the ~~calculation~~last day of ~~Index~~each ~~Credits~~Contract Month. See “Additional Information About the Indexed Options – Protection Benefit” for more information.

What is the Performance ~~Indexed~~Lock? ~~Value Options~~

The ~~Contract~~Performance ~~offers~~Lock ~~two~~feature is available under the Core Indexed ~~Value~~Options and Dual Direction Indexed Options:. This feature is also available under the ~~Annual~~Enhanced ~~Point~~Indexed Options that utilize an annual point-to-point ~~Point~~Crediting ~~Value~~Strategy. ~~Option~~The ~~and~~Performance Lock allows you to lock in the ~~Monthly~~Performance ~~Point~~Value of an Index Segment prior to ~~Point~~the end of the Segment Term. The Performance Value for an Index Segment is the Segment Crediting Base plus the current Option Value Adjustment. ~~Both Indexed~~If you exercise a Performance Lock, the current Performance Value ~~Options~~will ~~are~~become the new ~~currently~~Segment ~~linked~~Crediting toBase ~~the~~for ~~S&P 500~~that Index Segment and the Index Segment becomes a Locked Segment. ~~Past~~The Locked Segment will no longer receive an interest credit on the Segment End Date based on the performance of ~~the~~an Index. isInstead, nothe ~~guarantee~~Segment ofTerm ~~future~~for the ~~performance~~Locked orSegment ~~your~~will ~~Accumulated~~end ~~Value~~on ~~under~~the next Contract Anniversary and for the ~~Indexed~~remainder ~~Value~~of ~~Options~~that Contract Year, you will receive a declared fixed rate of interest (the ~~Contract~~“Locked Rate”). See “Additional Information About the Indexed Options – Performance Lock” for more information.

~~Termination~~What ~~or Substitution of an Index or Indexed Value Option. There~~ is ~~no guarantee that any of~~ the ~~Indexed~~Performance ~~Value~~Sweep ~~Options~~feature? will be available during the entire time you own your Contract. If: (i) the Index is discontinued, (ii) we are unable to utilize the Index, or (iii) the calculation of the Index is changed substantially, we may substitute a suitable equity index for the Index. If we do so, the performance of the new index may differ from the Index. This, in turn, may affect the Index Credits you earn. If we determine to substitute the Index during a Contract Year, we will delay the effective date of the substitution until the next Contract Anniversary.

~~If the~~The ~~Index~~Performance Sweep is ~~discontinued~~an ~~during~~optional afeature ~~Contract~~that ~~Year,~~is weautomatically ~~may~~included ~~transfer~~within ~~your~~an ~~Accumulated~~Enhanced ~~Value~~Indexed inOption ~~the~~that ~~Indexed~~utilizes ~~Value~~the ~~Options~~quarterly point-to-point ~~the~~Crediting ~~Fixed~~Strategy. ~~Value~~The ~~Option~~Performance ~~and~~Sweep ~~credit~~allows you to lock-in the ~~Accumulated~~interest ~~Value transferred~~credit ~~with~~on ~~the~~a ~~Current~~Quarterversary ~~Fixed~~and ~~Value~~then ~~Interest~~receive a ~~Rate~~fixed rate of interest for the remainder of the ~~Contract~~Segment ~~Year~~Term. WeIf you exercise a Performance Sweep, we will ~~treat~~apply the ~~portion~~interest ofcredit for the ending Contract ~~Year~~Quarter into ~~which~~the ~~your~~Segment ~~Accumulated~~Crediting ~~Value~~Base ~~remained~~on inthe Quarterversary. For the ~~Indexed~~remainder of the ~~Value~~Contract ~~Option~~Year, asyou will be credited with a ~~full~~declared ~~Contract~~fixed ~~Year~~rate ~~for~~of interest (the ~~purpose~~“Locked ofRate”). ~~crediting~~After you exercise the Performance Sweep, you will not participate in any Index ~~Credits~~Return (positive or negative) for the remainder of the Contract Year. See “Additional Information About the Indexed Options – Performance Sweep” for more information.

~~Please note~~10 that we may terminate or substitute any of the Indexed Value Options at any time by sending you written notice to your last known address stating the effective date on which the Indexed Value Option will terminate or be substituted. We will send you the notice at least 60 days before the effective date of an Indexed Value Option's termination or substitution. On and after the effective date of the Indexed Value Option's termination or substitution, your Accumulated Value in that Indexed Value Option will be automatically transferred to the Fixed Value Option and will be credited with the Current Fixed Value Interest Rate for the remainder of the Contract Year. If we substitute the Index and you do not wish to allocate your Contract Value to one or more of the remaining Options 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 Premiums and credited interest.

IndexTable Credit. Your Accumulated Value allocated to an Indexed Value Option will earn interest, an Index Credit, based on the particular Option chosen (either the Annual Point to Point Value Option or the Monthly Point to Point Value Option), the performance of the Index and the Cap Rate. The earned Index Credit, if any, will be added to your Accumulated Value under the chosen Indexed Value Option on the Contract Anniversary. We will apply Index Credits before we process transfers of Accumulated Value on a Contract Anniversary. Since your Contract is not an investment in the stock market or in the Index, the Index Credits will not mirror the exact performance of any stock market or index. Index Credits will never be less than zero, and therefore will never reduce your Accumulated Value. Contents

~~Cap~~What ~~Rate. The Cap Rate~~ is the ~~maximum~~Gain ~~rate~~Lock? or limit that we use in determining the amount of an Index Credit. We set the initial Cap Rate at the time we issue the Contract but this rate may change annually, subject to a minimum guaranteed Cap Rate, and is established on each Contract Anniversary for the following Contract Year. The Cap Rate may vary depending on which Indexed Value Option your Premiums are allocated to and your Contract's Surrender Charge Schedule. The guaranteed

15The Gain Lock feature is available under the Core Indexed Options that utilize a Crediting Strategy with a Cap. A Gain Lock allows you to utilize a positive Index Return prior to the Segment End Date. When you exercise a Gain Lock for an Index Segment, you will receive two interest credits. You will receive the Gain Lock Credit on the Gain Lock Activation Date. The Gain Lock Credit is calculated by multiplying the Index Return (subject to the Cap) by the Gain Lock Factor. The Gain Lock Factor is based on the month of the Segment Term during which you exercise the Gain Lock. The Gain Lock Credit can never be less than zero. You will also receive an additional interest credit (which may be positive, negative, or zero) on the Segment End Date based on the Index Return measured from the Gain Lock Activation Date to the Segment End Date (the “Gain Lock Period”). The interest credit on the Segment End Date will not exceed the Segment Crediting Base immediately prior to the Gain Lock Credit multiplied by the Cap, minus the amount of the Gain Lock Credit. Any Withdrawals during the Gain Lock Period will reduce the maximum amount of interest on the Segment End Date in proportion to the reduction in the Segment Crediting Base after the Withdrawal. Because of this, your total opportunity for positive interest credited for the Index Segment is not increased by your exercise of the Gain Lock feature. Because the interest credit on the Segment End Date may be negative, it is possible for the total amount of interest credited to an Index Segment on which you have exercised the Gain Lock to be negative. See “Additional Information About the Indexed Options - Gain Lock” for more information.

~~Table~~What ofis ~~Contents~~the Performance Rate Rider?

~~minimum Cap~~The Performance Rate onRider ~~each~~is ~~Indexed~~an ~~Value~~optional ~~Option~~benefit isavailable ~~set~~under ~~forth~~the onCore ~~the~~Indexed ~~specifications~~Options ~~page~~and ofDual ~~your~~Direction ~~Contract.~~Indexed ~~For~~Options ~~each~~that ~~Option,~~provides ~~the~~an enhanced Cap ~~Rate~~or ~~will~~Participation ~~not~~Rate be(the ~~less~~“Performance ~~than~~Rate”) ~~the~~for ~~guaranteed~~an ~~minimum~~Index ~~Cap~~Segment, ~~Rate.~~in ~~The~~exchange ~~Company in~~for ~~its~~a ~~sole~~fee. ~~discretion~~You ~~will~~must ~~make~~elect the ~~determination~~Performance ~~whether~~Rates toRider ~~declare~~for aan ~~Cap~~Index ~~Rate~~Segment ~~above~~before the ~~guaranteed~~start ~~minimum~~of ~~Cap~~the ~~Rate.~~Segment ~~The~~Term ~~Cap~~and ~~Rate~~you ~~applies~~cannot ~~only~~change tothe election during the ~~Indexed~~Segment ~~Value~~Term. ~~Options~~You ~~(and~~may ~~not~~allocate funds to the ~~Fixed Value~~same Indexed Option). ~~The~~both ~~initial~~with ~~Cap~~and ~~Rate~~without ~~can~~Performance beRates ~~found~~at on the ~~Specifications~~same ~~page~~time, ofbut ~~your~~each ~~Contract.~~allocation It is ~~important~~treated toas ~~note~~a ~~that~~separate weIndex ~~only~~Segment. ~~guarantee~~See “Additional Information About the ~~current~~Indexed ~~Cap~~Options - Performance Rate Rider” for ~~one Contract~~more ~~Year~~information.

~~We consider~~What ~~various~~is ~~factors in determining~~ the Cap ~~Rate,~~Conversion ~~including~~Benefit ~~investment~~Rider? 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. In addition, the Cap Rate may vary depending on your Contract's Surrender Charge Schedule. Additional information about the effect of a particular Surrender Charge Schedule on the Cap Rate appears in the "Surrender Charge—Credited Interest Rates and Cap Rates" section on page .

WeThe Cap Conversion Benefit is available under the Core Indexed Options that utilize a Crediting Strategy with a Cap. You may exercise the Cap Conversion ~~determine~~Benefit on any Business Day during the five Contract Months immediately preceding the final Contract Month of the Segment Term if there is a negative Index Return as of the CCB Activation Date. If you exercise the Cap ~~Rate~~Conversion Benefit, the Cap for the Index Segment will be eliminated and the Segment Term will be extended by one Contract Year. If the Index Return on the CCB Activation Date is at ~~our~~or ~~sole~~below ~~discretion~~-5%, we will increase your Participation Rate to the CCB Par Rate when calculating interest on the Segment End Date. WeIf ~~can~~you ~~neither~~exercise ~~predict~~the ~~nor~~Cap ~~guarantee~~Conversion ~~what~~Benefit ~~those~~for ~~rates~~an Index Segment, the Performance Lock may still be exercised during the extended Segment Term, but the Gain Lock will no longer be available into you. After you have exercised the ~~future~~Cap Conversion Benefit, you have the option to reset the CCB Par Rate again during the five Contract Months immediately preceding the final Contract Month of the extended Segment Term. You may reset your CCB Par Rate and extend your Segment Term as many times as you wish until the Contract Year that includes the Maturity Date. See “Additional Information About the Indexed Options - Cap Conversion Benefit” for more information.

~~Note:~~How ~~If all or any part of your Accumulated Value under an Indexed Value Option~~ is ~~annuitized,~~my ~~utilized~~Adjusted inDaily ~~the settlement of the Death Benefit, or distributed in the form of Withdrawal Proceeds or Surrender Proceeds on any date other than a~~ Contract ~~Anniversary, that portion of your Accumulated~~ Value ~~will~~calculated ~~not~~during ~~participate in any Index Credits for~~ the ~~Contract~~Accumulation ~~Year~~Phase? ~~in which the funds were annuitized, utilized in the settlement of the Death Benefit, or distributed.~~

Your Adjusted ~~Index~~Daily ~~Credits~~Contract ~~for~~Value is the ~~Annual~~sum ~~Point~~of toyour ~~Point~~Adjusted ~~Value~~Daily Segment Values for each Allocation Option at any given time. See “Valuing Your Contract Adjusted Daily Contract Value” for more information.

~~The~~11 ~~Index Credit for the Annual Point to Point Value Option is calculated as follows:~~

If youTable makeof a withdrawal from the Annual Point to Point Value Option during the Contract Year that reduces your Accumulated Value in the Option below the $1,000 minimum balance we require to maintain an Indexed Value Option, we will automatically transfer your remaining Accumulated Value from the Annual Point to Point Value Option to the Fixed Value Option on the next Contract Anniversary. Contents

~~For examples~~How ofare ~~how~~my ~~Index~~Adjusted ~~Credits~~Daily ~~are~~Segment Values calculated ~~for~~during the ~~Annual~~Accumulation ~~Point~~Phase? ~~to Point Value Option, please see Appendix A.~~

16You will have a separate Adjusted Daily Segment Value for each Strategy Segment. On the Issue Date, your Adjusted Daily Segment Value equals the Premium you allocated to establish that Strategy Segment. After the Issue Date, your Strategy Segments are credited with interest based upon their respective Crediting Strategies. For Index Segments, the amount of interest credited for the Segment Term may be positive, negative or equal to zero. With the exception of the Fixed Account and any Index Segment using a quarterly point-to-point Crediting Strategy, interest is credited to a Strategy Segment on the Segment End Date. Prior to the Segment End Date, we the value of any Strategy Segment (including the Fixed Account and any Index Segments) is the Adjusted Daily Segment Value for that Strategy Segment.

~~Table~~On each Business Day other than the Issue Date, your Adjusted Daily Segment Value for each Strategy Segment (including both the Fixed Account and the Index Segments) is subject to a Market Value Adjustment. The Market Value Adjustment is based estimated changes in the market value of ~~Contents~~hypothetical fixed income assets supporting your Contract. The Market Value Adjustment can be positive, negative, or zero. Additionally, on each Business Day other than the Issue Date and a Segment End Date, your Adjusted Daily Segment Value for each Index Segment is subject to an Option Value Adjustment. The Option Value Adjustment is based on changes in the Option Value for an Index Segment prior to the end of the Segment Term. The Option Value Adjustment can be positive, negative, or zero. Through the application of the Market Value Adjustment and/or Option Value Adjustment on a given Business Day, your Adjusted Daily Segment Value is intended to reflect the value of your investment in an Index Segment on that particular day. Changes to your Adjusted Daily Segment Value due to changes in the Market Value Adjustment and Option Value Adjustment are not directly tied to the performance of the relevant Index (although Index performance may impact the Option Value Adjustment).

If you Surrender your ~~Index~~Contract, ~~Credits~~take ~~for~~a Withdrawal, annuitize or if a Death Benefit is paid at any time, those transactions will be based on the ~~Monthly~~Adjusted ~~Point~~Daily toSegment ~~Point~~Values. If you take a Withdrawal from an Index Segment, your Adjusted Daily Segment Value ~~Option~~ on the date of the Withdrawal will be reduced by the dollar amount of the Withdrawal, plus any applicable Withdrawal Charges. In addition, any Withdrawal will also reduce your Segment Crediting Base for that Index Segment proportionally. See “How do withdrawals affect my Segment Crediting Base?” below.

~~The~~Can ~~Monthly~~I ~~Point~~make totransfers ~~Point~~between ~~Value~~Allocation ~~Option~~Options? uses a crediting method that is based on the monthly changes in the Index, subject to a monthly Cap Rate. The Index Credit, if any, is credited annually on the Contract Anniversary but is based on the sum of the 12 monthly percentage changes in the Index Price—which monthly percentage changes could be positive or negative. On each Contract Anniversary these monthly percentage changes, each of which cannot exceed the monthly Cap Rate, are added together to determine the Index Credit for that Contract Year. Negative monthly returns have no downside limit. However, any annual Index Credit will never be less than zero, and therefore will never reduce your Accumulated Value.

~~The~~During the Accumulation Phase, you can make transfers among the Indexed Options, and between the Indexed Options and the Fixed Account, free of charge, at the ~~Index~~end ~~Credit~~of a Segment Term. You may not make transfers at any other time. You must provide Notice of your transfer request at our Home Office at least one Business Day prior to the Segment End Date. If we do not receive a transfer request, no transfers will occur and your then existing allocations will remain in place for the ~~Monthly~~next ~~Point~~Segment Term, subject to ~~Point~~any ~~Value~~new ~~Option~~Cap isor ~~calculated~~Participation asRate. ~~follows:~~See the section titled “Contract Risk Factors - Liquidity Risk” for more information. See “Transfer Requests” for more information.

~~If you~~Can ~~make~~I atake ~~withdrawal~~Withdrawals? from the Monthly Point to Point Value Option during the Contract Year that reduces your Accumulated Value in the Option below the $1,000 minimum balance we require to maintain an Indexed Value Option, we will automatically transfer your remaining Accumulated Value from the Monthly Point to Point Value Option to the Fixed Value Option on the next Contract Anniversary.

~~The~~You may take Withdrawals from your Contract at any time during the Accumulation Phase, before the Death Benefit becomes payable. If you take a partial ~~MPT~~Withdrawal ~~Sum~~or isa ~~determined~~full bySurrender, ~~adding~~your Withdrawal may be subject to a Withdrawal Charge and the ~~MPT~~amount ~~Ratios~~of ~~for~~the ~~each~~Withdrawal will be based on your Adjusted Daily Contract ~~Month~~Value, which may include a Market Value Adjustment and/or an Option Value Adjustment, each of which may be positive or negative. Systematic partial Withdrawals are also available during the ~~Contract~~Accumulation ~~Year~~Phase. ~~The~~Withdrawals ~~MPT~~may ~~Ratio~~be istaxable, ~~calculated~~and, asif ~~follows:~~you are under age 591⁄2, amounts you withdraw from the Contract may also

~~For examples~~12 ~~of how Index Credits are calculated for the Monthly Point to Point Value Option, please see Appendix B.~~

17Table of Contents

~~Table~~ be ofsubject ~~Contents~~to a 10% federal tax, in addition to any other state and federal income tax payable. Please consult with your Tax Advisor for additional information. See “Access to your Money During the Accumulation Phase” for additional information.

During the Payment Phase, we will make Annuity Payments based on the settlement ~~MARKET~~option ~~VALUE~~you ~~ADJUSTMENT~~ select. You may not make Withdrawals in addition to the Annuity Payments.

IfHow ~~you~~do ~~surrender~~Withdrawals ~~your~~affect ~~Contract~~my orSegment ~~take~~Crediting ~~a withdrawal in excess of the Penalty-Free Withdrawal amount during the Surrender~~Bases? ~~Charge Period, we will apply an MVA to the amount being surrendered or withdrawn. No MVA will be applied after the end of the Surrender Charge Period.~~

~~Note:~~When ~~The~~you ~~MVA~~take ~~applicable~~a toWithdrawal from a ~~surrender~~Strategy orSegment, ~~withdrawal~~your ~~may~~Adjusted ~~increase~~Daily orSegment ~~decrease~~Value is reduced by the dollar amount ~~that~~of ~~you~~your ~~receive~~Withdrawal, including any Withdrawal Charges. Because your Adjusted Daily Segment Value includes a Market Value Adjustment and/or ~~the~~an ~~amount~~Option ~~deducted~~Value ~~from~~Adjustment, your ~~Contract~~withdrawal ~~Value~~will ~~where~~also ~~you~~cause ~~request~~a proportional reduction (perhaps significant reduction) to ~~receive~~your Segment aCrediting ~~specified~~Base. A reduction in your Segment Crediting Base negatively impacts the amount ~~from~~in a ~~withdrawal~~Strategy Segment because the Segment Crediting Base is what is used to calculate the interest to be credited at the end of the Segment Term. Overall, ~~One~~Withdrawals ormay ~~more~~result ~~MVAs~~in a loss of principal and previously-credited interest due to adjustments and charges that may ~~decrease~~be imposed even if the Index Return has been positive. For example, if you take a $20,000 withdrawal from a Strategy Segment and your ~~Proceeds~~Adjusted ~~but~~Daily ~~(together~~Segment ~~with~~Value ~~any~~is ~~Surrender~~$80,000, ~~Charges)~~you will ~~never~~receive ~~cause~~$20,000 and your ~~Cash~~Adjusted ~~Surrender~~Daily Segment Value atwill ~~surrender~~be reduced to $60,000. If the Segment Crediting Base immediately prior to the withdrawal was $100,000, it will be ~~less~~reduced in ~~than~~proportion to the ~~Minimum~~reduction ~~Guaranteed~~in ~~Surrender~~the Adjusted Daily Segment Value. ~~You~~This ~~should~~withdrawal ~~carefully~~will ~~consider~~reduce your ~~income~~Adjusted ~~needs~~Daily ~~before~~Segment ~~purchasing~~Value by 25% ($20,000 divided by $80,000). The Segment Crediting Base will also be reduced by 25% and the ~~Contract~~new Segment Crediting Base will be $75,000.

Please see Appendix B for a detailed description of how we calculate Adjusted Daily Segment Values and Adjusted Daily Contract Value. It is important to understand that even if an Index performs positively, it is possible that your Adjusted Daily Segment Value will decrease, because your Adjusted Daily Segment Value is not calculated based on the performance of the ~~Purpose~~ Index during that Segment Term. On any day, if you wish to obtain your Adjusted Daily Segment Values or your Adjusted Daily Contract Value, you may contact our Home Office. Your Adjusted Daily Segment Values and Adjusted Daily Contract Value are calculated at the end of each Business Day and may be more or less than the value quoted.

~~The~~You ~~MVA~~should isfully anunderstand ~~adjustment~~how ~~that~~Withdrawals ~~reflects~~affect the ~~relationship between the Initial Fixed Value Interest Rate for new Contracts we issue at the~~values ~~time~~ of ~~the surrender or withdrawal and the Initial Fixed Value Interest Rate under~~ your Contract., Anparticularly ~~MVA~~your ~~can~~Segment beCrediting ~~positive~~Bases ~~or negative. The greater the difference~~ in ~~interest~~each ~~rates~~Strategy Segment, ~~the~~prior greater effect the MVA will have. A positive MVA will increase the Surrender Proceeds or Withdrawal Proceeds payable. A negative MVA will decrease the Surrender Proceeds or Withdrawal Proceeds payable but will never (together with any Surrender Charge) cause your Cash Surrender Value at surrender to bepurchasing ~~less than~~ the ~~Minimum Guaranteed Surrender Value~~Contract.

~~As a~~See ~~general~~“Valuing ~~rule, if the Initial Fixed Value Interest Rate for new Contracts we issue has increased since we issued your~~ Your Contract; ~~the~~- ~~MVA~~Impact ~~will~~of beWithdrawals ~~negative~~from ~~and~~Indexed ~~will~~Segments” ~~decrease the Surrender Proceeds or Withdrawal Proceeds payable. However, if the Initial Fixed Value Interest Rate~~ for ~~new~~additional ~~Contracts~~information weabout ~~issue~~how ~~has~~Withdrawals ~~decreased~~affect ~~during that period by more than 0.50%,~~ the ~~MVA~~Segment ~~will~~Crediting ~~be positive~~Bases. The MVA formula (as set forth below) contains a 0.50% deduction that is designed to compensate us for certain expenses and losses that we may incur, either directly or indirectly, as a result of a surrender or withdrawal. Thus, even if interest rates remain the same during the period, or decrease by less than 0.50%, the MVA will be negative due to the 0.50% deduction.

What charges ~~Application~~are ~~and~~deducted ~~Waivers~~ under the Contract?

WeDuring ~~will~~the ~~calculate~~first ~~the~~six ~~MVA~~years asthat ofyou own the ~~date~~Contract, weif ~~process~~you Surrender your ~~written~~Contract ~~request~~or ~~for~~Withdraw ~~surrender~~more orthan ~~withdrawal.~~the IfFree ~~the~~Withdrawal ~~MVA~~amount isallowed ~~positive,~~under weyour ~~increase~~Contract, ~~any~~you ~~Surrender~~may ~~Proceeds~~be orassessed a Withdrawal ~~Proceeds~~Charge. ~~payable~~The ~~or reduce the~~ amount of the ~~decrease~~Withdrawal inCharge, ~~your~~if ~~Contract~~any, ~~Value~~will bydepend ~~the~~on ~~amount of~~ the ~~positive~~Contract ~~MVA~~Year ~~where~~during ~~you~~which ~~request~~the toWithdrawal ~~receive~~is ataken. ~~specified amount~~The ~~from~~schedule abelow ~~withdrawal.~~sets Ifforth the ~~MVA~~Withdrawal isCharge ~~negative,~~percentages wefor ~~will~~each ~~decrease~~Contract Year. ~~the~~The ~~Surrender~~Withdrawal ~~Proceeds~~Charge orschedule ~~Withdrawal~~starts ~~Proceeds~~at ~~payable~~8% orfor ~~further~~the ~~decrease~~first ~~your~~ Contract ~~Value~~Year byand ~~the~~then ~~amount~~declines ofuntil the ~~negative~~seventh ~~MVA~~Contract ~~where you~~Year ~~request~~when toit ~~receive~~reaches ~~a specified amount from a withdrawal~~0%.

We will not apply an MVA to:


Contract Year	1	2	3	4	5	6	7+

Withdrawal Charge (as a percentage of the Withdrawal amount subject to Withdrawal Charges)	8%	8%	7%	6%	5%	4%	0%

18The total value subject to Withdrawal Charges at any time is equal to the Premium minus total prior Withdrawals that incurred a Withdrawal Charge. Positive interest credited to Index Segments and fixed interest

~~Table~~13 ~~of Contents~~

Table of MVA Formula Contents

An credited ~~MVA~~to isyour ~~equal~~Contract todo not increase the ~~surrender~~Amount orSubject to Withdrawal Charges and negative interest credited to Index Segments do not reduce the Amount ~~that~~Subject to Withdrawal Charges. Therefore, if the Adjusted Daily Contract Value is less than the amount subject to ~~the~~Withdrawal ~~MVA~~Charges ~~multiplied~~upon bya ~~the~~Full ~~MVA~~Withdrawal, ~~Factor~~Withdrawal ~~(described~~Charges ~~below)~~will ~~minus 1~~be assessed on an amount greater than the Adjusted Daily Contract Value.

~~The~~For the first six Contract Years, you may take partial Withdrawals during each Contract Year, in the aggregate, up to your Free Withdrawal amount without the ~~MVA~~imposition ~~Factor~~of Withdrawal Charges. Your Free Withdrawal Amount during the first Contract Year is: ~~[A/B]t~~10% of Premium. Your Free Withdrawal Amount during each subsequent Contract Year is 10% of your Adjusted Daily Contract Value at the beginning of the Contract Year, or, if you own a qualified Contract, your Required Minimum Distribution for the calendar year if greater.

~~Where:~~See “Fees and Charges - Withdrawal Charges” for more information on Withdrawal Charges.

~~For~~If you elect the Performance Rate Rider for an Index Segment, on the last ~~examples~~day of ~~how~~each weContract ~~calculate MVAs~~Month, ~~please~~the ~~see~~Performance ~~Appendix C~~Fee will be deducted from your Adjusted Daily Segment Value of that Index Segment. See “Fees and Charges – Performance Fee” for more information.

If you invest in an Indexed Option that includes a Protection Benefit, on the last day of each Contract Month, the Protection Fee will be deducted from your ~~CONTRACT~~Adjusted ~~PROCEEDS~~Daily ~~AND~~Segment ~~PAYOUT~~Value ~~PROVISIONS~~ of that Index Segment. See “Fees and Charges – Protection Fee” for more information.

~~We will pay the Proceeds when you take a withdrawal, you surrender your Contract, the Annuitant or Contract Owner dies, or when the~~What ~~Contract~~settlement ~~matures.~~options Weare ~~will~~available ~~pay~~during ~~all Proceeds upon death or maturity of~~ the ~~Contract~~Payment inPhase? a lump sum unless you or your Beneficiary chooses to apply your Proceeds to provide payments under a Settlement Option, described below. We will always pay Surrender Proceeds in a lump sum unless you choose after the first Contract Year to annuitize under a life contingent payment option with at least a five year period certain. If we do not pay Proceeds immediately, we will credit interest to the Proceeds from the date of the withdrawal, surrender, Death or Maturity until the payment of Proceeds. We will add this interest to the Proceeds and credit the greater of (i) the current rate of interest we declare, or (ii) any minimum rate required by the laws of the state in which your Contract was issued.

~~A Surrender~~During ~~Charge and MVA may apply to~~ the ~~Proceeds~~Payment ~~payable upon surrender or withdrawal. In addition~~Phase, awe ~~surrender~~will ormake ~~withdrawal~~Annuity ~~may~~Payments bebased ~~subject~~on tothe ~~income~~settlement ~~tax and, if~~ option you ~~are younger than age 591/2 at the time of the withdrawal, a 10% penalty tax~~select. ~~Withdrawals~~The ~~may~~available besettlement ~~restricted~~options ~~under~~are: ~~certain Qualified Contracts.~~

19• Income for a Specified Period between 5 and 20 years;

~~Table~~• ofSingle ~~Contents~~Life Income;

• Single ~~Surrender~~Life ~~Charge~~ Income with Income for a Specified Period, for a period between 5 and 20 years;

~~The~~• ~~Surrender~~Joint ~~Charge~~& isSurvivor aIncome; ~~charge we assess upon a surrender~~ or withdrawal from the Contract during the Surrender Charge Period to the extent the amount of the surrender or withdrawal exceeds the annual Penalty-Free Withdrawal amount. We will assess a Surrender Charge on the amount of any Penalty-Free Withdrawals taken in the 12 months prior to surrender. We will waive all or a portion of the Surrender Charge where your request for surrender or withdrawal meets the conditions of the Confinement Care or Terminal Illness Waiver (as described below).

~~The Falcon~~• ~~Gold~~Joint ~~Annuity~~& ~~Contract~~Survivor ~~offers~~Income ~~three~~with ~~different~~Income ~~Surrender~~for ~~Charge~~a ~~Schedules.~~Specified ~~The Surrender Charge Schedules vary by length of the Surrender Charge~~ Period. Webetween ~~currently~~5 ~~offer Surrender Charge Schedules with Surrender Charge Periods of three, five~~ and ~~seven~~20 years. Under each Schedule, the amount of the Surrender Charge as a percentage of the amount withdrawn decreases each Contract Year. Therefore, the amount of any Surrender Charge you may pay will vary depending upon the year in which the surrender or withdrawal occurs.

~~For withdrawals~~If you do not make an election and your Contract enters the Payment Phase, the ~~Surrender~~default ~~Charge~~settlement ~~equals~~option will be a Single Life Income with Income for a Specified Period of 10 years. All Annuity Payments will be made on a fixed basis. Your payments will be based on the ~~Withdrawal~~greater ~~Amount~~of (in1) your ~~excess~~Adjusted ofDaily Contract Value applied to the ~~Penalty-Free~~guaranteed ~~Withdrawal~~settlement ~~amount~~rates in your Contract; or (2) your ~~multiplied~~Contract’s Surrender Value applied to rates currently offered by the ~~applicable~~Company ~~Surrender~~for ~~Charge~~a ~~Percentage as~~single ~~set~~premium ~~forth~~immediate ~~under~~annuity to the same class of annuitant. If you elect to commence Annuity Payments during a Segment Term, your Adjusted Daily Contract Value and Surrender ~~Charge~~Value ~~Schedule~~are subject to an Option Value Adjustment for any Index Segments in which you ~~selected~~are invested, which may impact the amount the Payee receives. See “Annuity Payments” for more information.

~~For surrenders,~~Does the ~~Surrender Charge equals your~~ Contract ~~Value~~provide ~~plus~~a ~~any~~Death ~~Penalty-Free~~Benefit? ~~Withdrawal amounts taken in the 12 months prior to surrender, multiplied by the applicable Surrender Charge Percentage. Below are the Surrender Charge Schedules available under your Contract.~~

	Contract Year
	1			2			3			4			5			6			7			8+
3-Year Surrender Charge Schedule: Surrender Charge Percentage		8	%		7	%		6	%		0	%		0	%		0	%		0	%		0	%
5-Year Surrender Charge Schedule: Surrender Charge Percentage		8	%		7	%		6	%		5	%		4	%		0	%		0	%		0	%
7-Year Surrender Charge Schedule: Surrender Charge Percentage		8	%		7	%		6	%		5	%		4	%		3	%		2	%		0	%

If you die during the Accumulation Phase, your Contract provides for a Death Benefit equal to your Adjusted Daily Contract Value as of the date we receive a Valid Claim.

~~Credited~~The ~~Interest~~Death ~~Rates~~Benefit ~~and~~is ~~Cap~~not ~~Rates. We~~payable ~~declare~~during the ~~Initial~~Payment ~~Fixed~~Phase ~~Value Interest Rate, Current Fixed Value Interest Rate~~ and ~~Cap~~will ~~Rate in~~terminate ~~our~~without ~~sole discretion~~value ~~subject~~as toof the ~~Fixed~~Maturity ~~Value Minimum Guaranteed Interest Rate and guaranteed minimum Cap Rate guarantees under the Contract~~Date. ~~However,~~If ayou ~~particular~~die ~~Surrender~~during ~~Charge Schedule may affect~~ the ~~Initial~~Payment ~~Fixed~~Phase, ~~Value~~we ~~Interest~~will ~~Rate~~continue ~~and~~to ~~Current~~make ~~Fixed~~any ~~Value~~remaining ~~Interest~~guaranteed ~~Rates~~Annuity wePayments ~~declare~~to ~~for~~ the ~~Fixed~~joint ~~Value~~Owner ~~Option~~or ~~and~~if ~~the~~there ~~Cap~~is ~~Rates~~no wejoint ~~establish~~Owner ~~for~~then ~~each~~to ~~Indexed~~the ~~Value Option. In general~~Beneficiary, abased ~~Surrender Charge~~on ~~Schedule~~the ~~with~~settlement aoption ~~longer~~you ~~Surrender Charge Period may have a higher Initial Fixed Value Interest Rate, Current Fixed Value Interest Rates and Cap Rates~~selected. ~~Longer Surrender Charge Schedules allow us to purchase longer maturity investments in our general account which generally are likely to result in higher crediting rates for those Contracts.~~

~~Under certain~~See ~~interest~~“Death ~~rate~~Benefit” ~~and~~for ~~market~~more environments, however, the Initial Fixed Value Interest Rate and Current Fixed Value Interest Rates we credit and the Cap Rates we establish under a Contract may not increase, and could possibly decrease, as the duration of the Surrender Charge Period increasesinformation. For example, this may occur in, but is not limited to, interest rate and market environments where the yield on certain short-term fixed income securities exceeds the yield on comparable fixed income securities with longer durations or where market volatility significantly increases the cost of call options we use to manage our obligation to credit Index Credits under the Indexed Value Options.

2014

~~The Specification~~How ~~page~~do toI ~~your~~contact ~~Contract~~Eagle ~~identifies~~Life ~~the~~Insurance Initial Fixed Value Interest Rate we credit to the portion of your initial Premium payment allocated to the Fixed Value Option for the first Contract Year and the Cap Rates that we guarantee for the first Contract Year. At least 5 days prior to each Contract Anniversary, we will send you a notice that identifies the Current Fixed Value Interest Rate we will credit at the beginning of the next Contract Year and the Cap Rate for each Indexed Value Option we guarantee for that Contract Year. You can also call your registered representative or the Company? ~~at 1-888-349-4650 for information regarding the Initial Fixed Value Interest Rate, Current Fixed Value Interest Rate and Cap Rates we make available with each Surrender Charge Schedule.~~

Eagle Life’s ~~Withdrawal~~ principal place of business is located at 6000 Westown Parkway, West Des Moines, IA 50266.

~~You~~For ~~may~~all ~~request~~written ~~a withdrawal under the Contract at any time. When you request a withdrawal~~communications, wegeneral ~~deduct~~correspondence ~~the~~and ~~amount~~other oftransactional ~~the withdrawal first from your Accumulated Value under the Fixed Value Option~~requests, ~~then~~please ~~proportionally~~contact ~~from~~us ~~your~~at ~~Accumulated Value under the Indexed Value Options. In~~ our ~~sole~~Home ~~discretion,~~Office: we may make available to Contract Owners a systematic withdrawal program that allows for regularly scheduled payments from the Contract. If you have elected to receive regularly scheduled payments under the systematic withdrawal program and your Accumulated Value under the Fixed Value Option is not enough to cover those payments for the next Contract Year, at the Contract Anniversary, we will automatically transfer a proportional amount from your Accumulated Value under the Indexed Value Options to the Fixed Value Option to cover those regularly scheduled payments.

~~Penalty-Free~~Eagle ~~Withdrawals. During~~Life ~~the~~Insurance ~~Surrender~~Company Charge Period, you may only make one Penalty-Free Withdrawal in each Contract Year beginning after the first Contract Year. A Penalty-Free Withdrawal allows you to withdraw up to 10% of your Contract Value annually (determined at the time of the withdrawal) without the application of a Surrender Charge or an MVA. However, any Penalty-Free Withdrawals made within 12 months of surrender will be considered a part of the surrender and any Surrender Charge and MVA applicable at surrender will be applied at surrender to those amounts previously withdrawn as Penalty-Free Withdrawals. All withdrawals taken after the end of the Surrender Charge Period are not subject to a Surrender Charge or an MVA.

~~In processing a withdrawal, we process the amount of the Penalty-Free Withdrawal first~~P.O. ~~For~~Box ~~example,~~71279 if you request a withdrawal during the Surrender Charge Period in excess of the Penalty-Free Withdrawal amount, the Penalty-Free Withdrawal amount will not be subject to a Surrender Charge or MVA—however, the remaining amount withdrawn would be subject to a Surrender Charge and MVA.

~~Confinement~~Des Care Waiver. If you have been confined to a Qualified Care Center (as defined in the Confinement Care Rider) for at least 90 consecutive days after your third Contract Anniversary and that confinement represents your first confinement to a Qualified Care CenterMoines, ~~you may be eligible to withdraw up to 100% of your Contract Value without~~IA ~~the~~50325 application of a Surrender Charge or MVA. If the initial confinement occurs in your second or third Contract Year, the 10% Penalty-Free Withdrawal amount described above increases to 20% of your Contract Value. Your eligibility to rely on the Confinement Care Waiver is subject to the terms and conditions of the Confinement Care Rider.

~~Terminal~~For ~~Illness~~Overnight ~~Waiver. You~~Mail: may be eligible to withdraw up to 100% of your Contract Value without the application of a Surrender Charge or MVA if, after your first Contract Year, you are diagnosed by a qualified physician as suffering from a terminal illness expected to result in death within one year of such diagnosis, subject to the conditions in the Terminal Illness Rider.

Eagle Life ~~Surrender~~Insurance ~~Proceeds~~ Company

If6000 ~~you~~Westown ~~surrender~~Parkway ~~your Contract during the Surrender Charge Period, we will pay you the Surrender Proceeds. The Surrender Proceeds are equal to the Cash Surrender Value of your Contract, which is~~

21West Des Moines, IA 50266

~~Table~~We ofwill ~~Contents~~not deem correspondence, including transactional requests including applications and Premium payments to be received by us until picked up at our Home Office.

~~the greater~~Customer ofService ~~(1) the~~by ~~Contract Value less any Surrender Charges, plus or minus any MVA, or (2) the Minimum Guaranteed Surrender Value. The Minimum Guaranteed Surrender Value on any date equals~~Phone: 1-866-526-0995

~~Deferral~~Online ofService: ~~Payment~~www. ~~We have the right to defer payment of Surrender Proceeds for up to six months after we receive your request for surrender~~eagle-lifeco.com

15 ~~Death Benefit Proceeds~~

OnTable the death of the Annuitant or any Contract Owner (whichever occurs first), we will pay the Death Benefit Proceeds that equal the greater of the Contract Value or the Minimum Guaranteed Surrender Value determined as of the date of death. Contents

~~Annuitant's Death~~3. If ~~the~~CONTRACT ~~Annuitant,~~RISK who is not a Contract Owner, dies before the Maturity Date, we will pay Death Benefit Proceeds to the Beneficiary. If you did not choose a Settlement Option, the Beneficiary has 60 days from our receipt of the proof of death to make such a selection. If the Annuitant dies after the Maturity Date and before the payment of the entire Maturity Proceeds, we will pay any remaining balance as provided for in the chosen Settlement Option, at least as rapidly as under the method of payment in effect at the Annuitant's death. FACTORS

~~Owner's~~Your ~~Death. If~~Contract ~~any~~has ~~Contract~~various ~~Owner~~risks ~~(or~~associated ~~the~~with ~~Annuitant,~~it. inYou ~~the~~should ~~case~~carefully ofconsider athe ~~non-natural~~following ~~Owner)~~factors, ~~dies~~in ~~before~~addition to the ~~Maturity~~matters ~~Date,~~set weforth ~~will~~elsewhere ~~pay~~in this ~~Death~~prospectus, ~~Benefit~~prior ~~Proceeds~~ to ~~the~~purchasing ~~Beneficiary~~a Contract.

~~We will~~Liquidity ~~pay~~Risk ~~the entire Death Benefit Proceeds in a lump sum, unless:~~

~~If an~~We ~~Owner~~designed ~~dies~~the ~~after~~Contract ~~the~~to ~~Maturity~~be ~~Date~~a ~~and~~long-term ~~before~~investment ~~the~~to ~~payment~~help ofyou save for retirement or other long-term needs. The Contract is not designed to be a short-term investment. If you take Withdrawals from your Contract during the ~~entire~~first ~~Maturity~~six ~~Proceeds~~Contract Years, we will ~~pay~~deduct a Withdrawal Charge, unless the Withdrawal is a Free Withdrawal. However, any remaining ~~balance~~Free asWithdrawal ~~provided~~amount ~~for~~is innot ~~the~~applied ~~chosen~~to ~~Settlement~~a ~~Option~~full Surrender. In addition, ~~at least~~if asyou ~~rapidly~~make asWithdrawals ~~under~~from your Contract before you attain age 591⁄2, the ~~method~~amounts ofyou ~~payment~~withdraw may also be subject to a 10% federal tax, which would be in ~~effect~~addition atto ~~the~~any ~~Owner's~~other ~~death~~state or federal income taxes payable. This Contract may not be appropriate for you if you expect to take Withdrawals that will be subject to Withdrawal Charges or additional federal taxes.

~~Naming~~You can transfer funds among the Allocation Options only at the end of a ~~Beneficiary~~Segment Term, which may be as long as six years. ~~You~~ ~~must~~This ~~name~~restricts your ~~Beneficiary~~ability to react to changes in ~~the~~market ~~application~~conditions during Segment Term. You ~~must~~should ~~provide~~consider awhether ~~signed~~the ~~written~~inability ~~notice~~ to ~~our~~transfer ~~Home~~funds ~~Office, informing~~during ~~the Company~~a ofSegment ~~any~~Term ~~change~~meets inyour ~~Beneficiary~~financial needs. ~~Any~~We ~~change~~must inreceive ~~Beneficiary~~your ~~will~~transfer ~~take~~request ~~effect~~at asleast ofone Business Day prior to the ~~date~~end of a Segment Term. If we do not receive a transfer request, no transfers will occur and your then existing allocation will remain in place for the ~~notice~~next ~~unless~~Segment Term. This will occur even if the ~~current~~Index, ~~Beneficiary~~Cap isor anParticipation ~~irrevocable~~Rate ~~Beneficiary.~~associated Awith ~~Beneficiary~~the isIndexed ~~revocable~~Option ~~unless~~has ~~otherwise~~changed ~~stated~~since inyou ~~any~~last ~~Beneficiary~~selected ~~designation~~the Indexed Option. ~~You~~Under ~~cannot~~such ~~change~~circumstances, anthe ~~irrevocable~~Indexed ~~Beneficiary.~~Option Wemay ~~will~~no ~~not~~longer be ~~liable~~appropriate for ~~any~~your ~~payment~~investment ~~made~~goals. ~~before~~If weyou ~~record~~fail ~~the~~to ~~written~~transfer ~~notice~~funds at the end of a Segment Term and do not wish to remain ~~change~~invested in ~~Beneficiary~~a particular Indexed Option for an additional Segment Term, your only option will be to take a Withdrawal from the Adjusted Daily Segment Value of an Index Segment within that Index Option.

~~Unless~~Withdrawals may cause you to incur Withdrawal Charges, negative adjustments to your Segment Crediting Base based on Market Value Adjustments and/or Option Value Adjustments, and negative tax consequences. If you ~~notify~~Withdraw usfunds ~~otherwise~~allocated to an Index Segment prior to the end of a Segment Term, the ~~following~~Adjusted ~~rules~~Daily ~~apply:~~Segment Value for that Index Segment will be reduced by the amount of the Withdrawal (including any Withdrawal Charges). The Segment Crediting Base for that Index Segment will then be immediately reduced in proportion to the reduction in your Adjust Daily Segment Value. A proportional reduction could be larger than the dollar amount of your Withdrawal, if the Segment Crediting Base was greater than the Adjusted Daily Segment Value at the time of the Withdrawal. Reductions to your Segment Crediting Base will negatively impact your Adjusted Daily Segment Value in that Index Segment for the remainder of the Segment Term and may result in a lower amount of interest being credited, if any, at the end of the Segment Term.

22Once your Segment Crediting Base is reduced due to a Withdrawal or payment of a Withdrawal Charge, there is no way under the Contract for you to increase your Segment Crediting Base during the remainder of the Segment Term (other than exercising a Performance Lock or Gain Lock). See “Valuing Your Contract - Impact of Withdrawals from Index Segments;” “Contract Risk Factors - Risks Related to Withdrawals;” and “Contract Risk Factors – Adjusted Daily Segment Value Risk” for additional information about how Withdrawals affect the values in your Contract.

~~Table~~We ofmay ~~Contents~~defer payments made under this Contract for up to six months if the applicable insurance regulatory authority approves such deferral.

16 ~~Settlement Options~~

AtTable surrender, death of a non-Owner Annuitant, where the Contract Owner is a non-natural person, or Maturity, you or your Beneficiary, as applicable, may choose to receive annuity payments under one of the Settlement Options described below. Note that not all Settlement Options are available upon the death of an Owner. Annuity payments are a benefit of deferred annuities, but annuitization is not a requirement of the Contact. The following Settlement Options are available under the Contract: Income for a Specified Period, Life Income, Income of a Specified Amount, and Joint and Survivor Life Income. There is a minimum payout period of 5 years for each Settlement Option. Contents

~~You or~~Risks ~~your~~Related Beneficiary, as applicable, may choose a Settlement Option by notifying us in writing at our Home Office. Once we receive this notice, we will issue a Supplementary Contract in exchange for this Contract. The Supplementary Contract will identify the Settlement Option payment terms and to ~~whom~~Withdrawals we pay any remaining Proceeds if the designated payee dies. We may change the mode of payment under a Settlement Option so each payment is at least $50.00. Once the Supplementary Contract is in effect, the method of payment cannot be changed and the Contract cannot be commuted or assigned. If the owner of the Supplementary Contract dies before payments are complete, we will pay any remaining balance at least as rapidly as under the method of payment in effect on the owner's date of death; provided however, that if the owner is not an individual, then the Annuitant is deemed to be the owner for purposes of this requirement. If your Contract is a Qualified Contract, the Income for a Specified Period and Income of a Specified Amount options may not satisfy required minimum distribution rules. Consult a tax advisor before electing one of these options.

~~Income~~There ~~for~~is a ~~Specified~~risk ~~Period. Under~~of ~~this~~loss ~~option,~~of weprincipal ~~will~~and ~~make~~previously-credited ~~regular~~interest ~~equal~~if ~~periodic~~you ~~payments~~take ~~for~~ a ~~specific~~Withdrawal ~~number~~from ofyour ~~years.~~Contract ~~Payments~~during the first six Contract Years, when we will ~~cease~~deduct ~~at the~~a ~~end~~Withdrawal ofCharge. ~~specified~~This ~~period~~risk ~~and~~exists noeven ~~further~~if ~~payments~~you ~~will~~are beinvested ~~due.~~in ~~You~~an ~~may~~Indexed ~~elect~~Option awith ~~specified~~an ~~period~~Index ~~from~~that 5is toperforming ~~20 years~~positively as of the date of your Withdrawal.

~~Life~~The ~~Income. We~~total ~~will~~amount ~~make~~subject ~~regular~~to ~~equal~~Withdrawal ~~monthly~~Charges ~~payments~~at ~~for~~any atime ~~specified~~is ~~period~~your ~~certain~~Premium, ~~and~~reduced ~~then~~by ~~for~~ the ~~life~~amount of ~~the~~any ~~Annuitant.~~Withdrawals ~~You~~that ~~may choose~~incurred a Withdrawal Charge, ~~specified~~including ~~period~~the amount of 10the orWithdrawal ~~20 years,~~Charge oritself ~~any~~(your ~~other~~“Withdrawal ~~period upon~~Charge ~~which~~Base”). weThis ~~agree.~~means ~~After~~that ~~the~~if ~~specified~~you ~~period~~fully ~~certain,~~Surrender ~~regular~~your ~~equal~~Contract ~~monthly~~during ~~payments~~the first six Contract Years, Withdrawal Charges will ~~end~~be atcalculated ~~the~~as ~~death~~a percentage of ~~the~~your Withdrawal ~~Annuitant~~Charge Base and not your Adjusted Daily Contract Value. IfIt is possible for the ~~Annuitant~~Withdrawal ~~dies~~Charge ~~during~~Base ~~the~~to ~~specified~~be ~~period~~greater ~~certain~~than your Adjusted Daily Contract Value. In such a case, noyour ~~payments will~~Withdrawal Charges would be ~~made~~calculated ~~after~~on an amount that is greater than the ~~end~~Adjusted Daily Contract Value, and the amount you receive net of ~~that~~Withdrawal ~~period~~Charges ~~certain~~on a full Surrender will be lower.

~~Income~~All ofWithdrawals, including aFree ~~Specified~~Withdrawals ~~Amount. We~~and ~~will~~Withdrawals ~~make~~after ~~regular~~the ~~equal~~end ~~periodic~~of ~~payments~~the ~~until~~Withdrawal ~~the~~Charge ~~Contract~~period, ~~Value~~are ~~has~~also ~~been~~subject ~~exhausted.~~to ~~Once~~a ~~the Contract~~Market Value ~~has been~~Adjustment ~~exhausted, payments will cease~~ and noOption ~~further~~Value ~~payments will be made~~Adjustment.

~~Joint~~The ~~and~~Option ~~Survivor~~Value ~~Life~~Adjustment ~~Income. We~~is ~~will~~applied ~~make~~only ~~regular~~to ~~equal~~Withdrawals ~~monthly~~from ~~payments~~an ~~during~~Index ~~the~~Segment ~~joint~~prior ~~lifetime~~to of the ~~Annuitant~~Segment End Date and may be negative even if the ~~named~~Index is ~~Beneficiary/payee~~performing ~~and~~positively. anThe ~~equal~~Market ~~amount~~Value ~~during~~Adjustment ~~the~~is ~~remaining~~applied ~~lifetime~~to Withdrawals from all Strategy Segments, regardless of whether the ~~survivor~~Withdrawal is on a Segment End Date. The ~~amount~~Market ofValue Adjustment protects us from the ~~payment~~risk isof ~~determined~~loss bydue to a change in market interest rates between the ~~age~~beginning of the MVA Term and ~~sex~~the date of ~~each~~the ~~person~~Withdrawal. ~~Payments~~If ~~will~~interest ~~end~~rates onat the ~~death~~time of the ~~last~~ ~~survivor.~~Withdrawal ~~The~~are ~~Annuitant~~higher ~~must~~than be at ~~least~~the ~~50 years~~start ~~old~~of ~~and~~the MVA Term, the Market Value Adjustment will be negative.

23If the applicable Option Value Adjustment and Market Value Adjustment together are negative at the time of a Withdrawal, your Adjusted Daily Contract Value will be reduced by a greater amount than the net amount you receive from the Withdrawal.

~~Table~~Index-Related ofRisks ~~Contents~~

If you allocate money to an Indexed Option, the value of the funds in that Indexed Option will depend in part on the performance of the applicable Index. The ~~Beneficiary/payee~~performance ~~must~~of bean atIndex ~~least~~is ~~45 years~~based ~~old~~on atchanges in the ~~time~~values of the ~~first~~securities ~~monthly~~or ~~payment~~other ~~under~~instruments ~~this~~that ~~Settlement~~comprise or define the Index. The securities and instruments comprising or defining the Indexes are subject to a variety of investment risks, many of which are complicated and interrelated. These risks may affect capital markets generally, specific market segments, or specific issuers. The performance of the Indexes may fluctuate, sometimes rapidly and unpredictably. Negative Index performance may cause you to lose money on your investment in the Contract. The historical performance of an Index or an Indexed Option does not guarantee future results. It is impossible to predict whether an Index will perform positively or negatively over the course of a Segment Term.

While it is not possible to invest directly in an Index, if you choose to allocate amounts to an Indexed Option, you are ~~LIFETIME~~indirectly ~~INCOME~~exposed ~~BENEFIT~~to ~~RIDER~~ the investment risks associated with the applicable Index. Because each Index is comprised or defined by a collection of securities, each Index is largely exposed to market risk and issuer risk.

WeYou ~~offer~~may ~~the~~earn ~~optional~~less ~~Lifetime~~than ~~Income~~the ~~Benefit~~positive ~~Rider~~Index ~~("Rider")~~Return for the Index applicable to an ~~extra~~Indexed ~~charge.~~Option ~~This~~due ~~Rider~~to isthe ~~designed~~Cap ~~for~~and/or ~~Contract~~Participation ~~Owners~~Rate ~~who desire~~applicable ato ~~guaranteed~~an Indexed ~~income~~Option, ~~stream~~because ~~for~~any ~~life.~~positive ~~The~~Index ~~Rider~~Return is ~~only~~subject ~~available~~to ~~where~~a maximum in the ~~Contract~~form ~~Owner~~of the Cap and ~~Annuitant~~may ~~are~~be limited to a percentage of less than 100% of the Index Return by the Participation Rate. Your returns may be lower than those earned by a shareholder of a mutual fund or exchange-traded fund designed to track the same ~~person~~Index.

~~The Rider~~Market ~~guarantees~~risk ~~that~~is ~~you can receive~~ the ~~Lifetime~~risk ~~Income~~that ~~Benefit~~market ~~("LIB")~~fluctuations ~~payments~~may ~~for~~cause ~~your life, or~~ the ~~joint lifetime of you and your spouse with equal payments for the remaining~~ ~~lifetime~~value of ~~the~~a ~~survivor,~~security ~~if the Contract Value and the Income Account Value ("IAV") under the Rider (defined below) are both reduced~~ to ~~zero~~fluctuate, ~~provided~~sometimes certain conditions are met. The LIB payments are first treated as withdrawals of your Contract Value, and when that is exhausted, the payments continue as benefit payments from us. You may begin receiving LIB payments anytime after the first Contract Year, or at age 50, whichever occurs later.

~~Note:~~17 All LIB payments and withdrawals under the Rider are withdrawals under your Contract, and will decrease your Contract Value. It is important to note that the IAV is NOT the same as the Contract Value. It is not used to determine your Contract's Cash Surrender Value and cannot be withdrawn.

Important factorsTable toof note about the Rider: Contents

rapidly ~~Income~~and ~~Account~~unpredictably. ~~Value~~ Issuer risk is the risk that the value of an issuer’s securities may decline for reasons directly related to the issuer, as opposed to the market generally.

~~Upon~~Provided ~~issuance~~below ofis ~~the~~a ~~Rider,~~summary ~~your~~of ~~IAV~~other ~~equals~~important ~~the~~investment ~~initial~~risks ~~Premium under the Contract. Prior~~ to ~~the~~which ~~start of LIB payments, additional Premium payments increase~~ the ~~IAV~~Indexes onare ~~a dollar for dollar basis~~exposed. ~~Your IAV will grow at the IAV Rate until the end of the IAV Period (unless you choose to restart the~~

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

~~Table~~• Russell 2000® Index. The Russell 2000® Index is comprised of ~~Contents~~equity securities of small-capitalization U.S. companies. In general, the securities of small-capitalization companies may be more volatile and may involve more risk than the securities of larger companies. Small-capitalization companies are more likely to fail than larger companies.

~~IAV Period~~• asMSCI ~~described~~EAFE ~~below)~~Index. orThe ~~when~~MSCI ~~LIB~~EAFE ~~payments~~Index ~~commence,~~is ~~whichever~~an ~~occurs~~equity ~~first.~~index ~~The~~that ~~IAV~~captures ~~Rate~~large isand anmid-cap ~~annual~~representation ~~effective~~across ~~interest~~developed ~~rate~~markets ~~and~~around isthe ~~set~~world. atThe ~~issuance~~securities ofcomprising the ~~Rider~~MSCI ~~for~~EAFE ~~the~~Price ~~life~~Return ofIndex are subject to the ~~Rider~~risks related to investments in foreign markets (e.g. increased price volatility; changing currency exchange rates; and greater political, regulatory, and economic uncertainty). In general, foreign markets may be less liquid, more volatile, and subject to less government supervision than domestic markets.

~~After LIB~~• ~~payments~~S&P ~~start,~~500® ~~the~~Daily ~~IAV~~Risk ~~will~~Control no15% ~~longer~~Excess ~~grow~~Return atIndex. ~~the~~The ~~IAV~~S&P ~~rate,~~500® ~~but~~Daily ~~additional~~Risk ~~Premiums~~Control ~~will~~15% ~~still~~Excess ~~increase~~Return Index is designed to provide exposure to the ~~IAV~~S&P on500® Total Return Index while maintaining a ~~dollar~~targeted ~~for~~volatility ~~dollar~~of ~~basis~~15%. This Index is subject to several unique risks, which are explained below. The S&P 500® Daily Risk Control 15% Excess Return Index is referred to within this section as the “Risk Control Index.”

~~Withdrawals prior~~Low tovolatility ~~the~~does ~~start~~not ofnecessarily mean ~~LIB~~low ~~payments~~risk. ~~will~~The ~~reduce~~Risk ~~the~~Control ~~IAV~~Index onemploys a ~~pro~~risk-~~rata~~control ~~basis.~~strategy ~~For~~that ~~example,~~uses ifmathematical ~~the~~equations ~~withdrawal~~to ~~reduces~~target ~~your~~15% ~~Contract~~volatility. ~~Value~~There byis 10no guarantee that the 15%, volatility target will successfully reduce the ~~IAV~~volatility ~~under~~of the Risk Control Index. ~~Rider~~Even ~~will~~if ~~also~~the beRisk ~~reduced~~Control byIndex ~~10%.~~successfully ~~Excess~~reduces ~~Withdrawals~~the ~~(defined~~risk ~~below)~~of ~~will~~large ~~reduce~~fluctuations ~~your~~as ~~IAV~~compared onto athe ~~dollar~~S&P ~~for~~500® ~~dollar~~Total ~~basis.~~Return ~~For~~Index, ~~more~~the ~~information~~level of the S&P 500® Total Return Index, ~~please~~and ~~see~~thus the ~~"Withdrawals"~~Risk ~~section~~Control ~~below~~Index, may remain stable or steadily decrease over time.

The ~~IAV~~ isRisk ~~used~~Control ~~only~~Index tomay ~~calculate~~underperform the ~~LIB~~S&P 500® Total Return Index and there is ~~not~~no aguarantee ~~Contract~~that ~~Value~~the ~~and~~Risk ~~cannot~~Control beIndex ~~withdrawn~~will achieve its 15% volatility target. Although the name of the Risk Control Index includes the phrase “Risk Control,” the Risk Control Index may decrease significantly more or increase significantly less than the S&P 500® Total Return Index. The Risk Control Index dynamically adjusts its notional exposure to the S&P 500® Total Return Index based on observed volatility in an attempt to maintain volatility approximately equal to the target volatility of 15%. This volatility-targeting feature may cause the Risk Control Index to reduce its exposure to the S&P 500® Total Return Index in periods of high volatility, even if the S&P 500® Total Return Index generally is performing positively.

~~IAV~~There ~~Period. The~~may ~~IAV~~be overexposure ~~Period~~to isthe ~~set~~S&P at500® ~~the~~Total ~~Rider's~~Return ~~issuance~~Index in bear markets or underexposure in bull markets. ~~You~~The ~~may~~Risk ~~reset~~Control ~~your~~Index ~~IAV~~is ~~Period~~designed ~~once~~to onachieve ~~any Contract~~a ~~Anniversary~~volatility ~~between~~target ~~the~~of ~~fifth~~15% ~~and~~regardless ~~tenth~~of ~~Contract~~the direction ~~Anniversaries~~of byprice ~~notifying~~movements usin the market. Therefore, in ~~writing~~bull atmarkets ~~our~~(when ~~Home~~markets ~~Office.~~are ~~The~~appreciating), ~~IAV~~if ~~for~~realized volatility is higher than the ~~new~~volatility ~~IAV~~target, ~~Period~~the isexposure to the ~~greater~~daily return of, ~~1) your~~the ~~IAV~~S&P ~~immediately before~~500® Total Return Index will be less than 100%, the ~~reset~~Risk ~~occurs;~~Control orIndex ~~2) your~~will ~~Contract~~be ~~Value~~exposed onto less than the ~~Contract~~full ~~Anniversary~~gains onin ~~which~~the ~~you~~S&P ~~reset~~500® Total Return Index and the ~~new~~Risk ~~IAV~~Control ~~Period.~~Index will

18 ~~Lifetime Income Benefit~~

TheTable LIBof payments are guaranteed for your life as long as the Rider is in effect. You may elect LIB payments under the Rider anytime after the first Contract Year or age 50, whichever occurs later. You can elect how frequently you receive LIB payments—monthly, quarterly, semi-annually or annually. All LIB payments will be treated as withdrawals for tax purposes, and will be taxed as ordinary income. Withdrawals are generally taxed on a less favorable basis than are annuity payments. Additionally, LIB payments if taken prior to age 591/2 may be subject to 10% IRS penalty tax. Contents

~~Calculating~~ experience lower returns than the ~~LIB~~S&P 500® Total Return Index. ~~Your~~ ~~Guaranteed~~In ~~Annual~~contrast, ~~LIB~~if ~~Amount~~realized ~~equals~~volatility ~~your~~is ~~IAV~~less onthan the ~~day~~volatility ~~LIB~~target, in ~~payments~~a ~~began,~~bear ~~multiplied~~market by(when ~~the~~markets ~~Guaranteed Income~~are ~~Percentage applicable~~depreciating), the exposure to ~~your~~the ~~age~~daily atreturn of the ~~time~~S&P ~~LIB~~500® ~~payments~~Total ~~are~~Return ~~elected~~Index will be greater than 100%, asthe ~~show~~Risk Control Index will be exposed to more than 100% of the losses in the ~~table~~S&P ~~below:~~500® Total Return Index and the Risk Control Index will experience lower returns than the S&P 500® Total Return Index.

The ~~GUARANTEED~~Risk ~~INCOME~~Control ~~PERCENTAGES~~ Index is an excess return index and therefore its performance will reflect borrowing costs. The Risk Control Index is an excess return version of the S&P 500® Total Return Index, meaning that it is designed to measure the return on a hypothetical investment in the S&P 500® Total Return Index that is made with borrowed funds (subject to a risk-control strategy). Such borrowing costs will be deducted in calculating the return of the Risk Control Index and therefore will reduce any positive return and will increase any negative return relative to the S&P 500® Total Return Index.

Payee's Minimum Age at election of LIB	Single Life Payout Percentage	Joint Life Payout Percentage
50-59	4.0%	3.5%
60-69	5.0%	4.5%
70-79	6.0%	5.5%
80+	7.0%	6.5%

The Risk Control Index may be subject to increased volatility due to the use of leverage. The Risk Control Index employs a risk-control strategy that uses mathematical equations to target 15% volatility. When the volatility of the S&P 500^® Total Return Index is less than the Risk Control Index’s target volatility of 15%, the Risk Control Index will employ leverage to increase the exposure of the Risk Control Index to the S&P 500^® Total Return Index, up to maximum exposure of 150%. When the Risk Control Index is leveraged, any movements in value of the S&P 500^® Total Return Index may result in greater changes in the value of the Risk Control Index than if leverage were not used. In particular, the use of leverage will magnify any negative performance of the S&P 500^® Total Return Index. For example, if exposure to the S&P 500^® Total Return Index is 130%, a 1.00% decrease in the value of the S&P 500^® Total Return Index on such day would cause the Underlying to fall by 1.30%.

~~If you~~The ~~select~~S&P ~~joint~~500® ~~life~~Index, ~~payout~~The Russell 2000® Index, the ~~joint~~MSCI ~~payees~~EAFE ~~must~~Index beare ~~spouses,~~price return indexes and wedo ~~base~~not reflect any dividends or distributions paid by the ~~LIB~~component ~~payment~~companies. ~~amount~~If ondividends or distributions were reflected in the ~~age~~value of an Index, the ~~younger~~Index’s ~~joint~~performance ~~payee~~would be higher, particularly over long periods of time. ~~This~~The ~~benefit~~Indexes ~~guarantees~~that ~~LIB~~include ~~payments~~non-U.S. ~~until~~companies use exchange rate methodologies that may impact an Index’s ~~the~~performance. ~~death~~These ofconsiderations may negatively impact the ~~last~~performance ~~surviving~~of ~~joint~~your ~~payee~~Indexed Options.

~~Once~~An investment in the Contract is not an investment in ~~LIB~~the ~~payments~~companies ~~begin~~that comprise the Indexes. You should understand that you will have no voting rights, ~~your~~no ~~Guaranteed~~rights ~~Income~~to ~~Percentage~~receive iscash ~~locked~~dividends inor ~~for~~other ~~life~~distributions, and no other rights with respect to the companies that comprise the Indexes.

~~LIB~~See ~~Payments. LIB~~“Additional ~~payments~~Information ~~will~~About ~~reduce~~the ~~your~~Indexed ~~IAV~~Options ~~and~~- ~~Contract~~Indexes” ~~Value on a dollar~~ for ~~dollar~~more ~~basis.~~information ~~Your~~on ~~Guaranteed~~the ~~Annual LIB Amount will never decrease unless you make an Excess Withdrawal~~Indexes.

~~You may start or stop your LIB payments at any time. If you stop and then restart payments, we will apply the original Guaranteed Income Percentage~~ Point-to-Point Index ~~your~~Return ~~current IAV to determine~~Calculation ~~future~~Risk ~~LIB payments.~~

25The Index Return is used to calculate interest credits for each of the Indexed Options. We calculate the Index Return by comparing the Index Price between two specific points in time, the Segment Start Date and the Segment End Date (or, in the case of the quarterly point-to-point Indexed Option, from one Quarterversary to the next Quarterversary), which means the Index Return may be negative or flat even if the Index performed positively for some or most of the time periods between those two specific points in time. This is true even for Indexed Options with Segment Terms that are multiple years in length.

~~Table~~19 ~~of Contents~~

Table Withdrawals of Contents

~~Prior~~Cap ~~to the start of LIB payments, you may still withdraw Accumulated Value from your Contract as described above in the "Contract Proceeds~~ and ~~Payout~~Participation ~~Provisions:~~Rate ~~Withdrawal"~~Risk ~~section on page . Withdrawals prior to the start of LIB payments will reduce the IAV on a pro-rata basis.~~

~~Withdrawals, in~~Interest ~~addition~~credited to ~~your~~an ~~LIB~~Index ~~payment,~~Segment ~~taken~~may ~~after~~be ~~LIB~~limited ~~payments~~by ~~have~~a ~~begun~~Cap. ~~are~~The ~~known~~Cap asdoes ~~Excess~~not ~~Withdrawals~~guarantee a certain amount of interest. ~~Excess~~The ~~Withdrawals~~interest ~~will~~credited ~~reduce~~for ~~your~~an ~~IAV~~Index Segment onmay reflect earnings less than the positive Index Return. This is because any positive Index Return is subject to a ~~dollar~~maximum in the form of the Cap. The Cap for ~~dollar~~a ~~basis~~new Segment Term may be higher, lower or the same as the previous Segment Term. ~~Excess~~A ~~Withdrawals~~lower ~~will~~Cap may reduce ~~your~~the ~~future~~amount ~~LIB~~of ~~payment~~positive ~~amounts~~Index byReturn that is reflected in the ~~same~~interest ~~percentage~~credited at the ~~Excess~~end ~~Withdrawal~~of ~~reduced~~the Segment Term. You risk the possibility, subject to the Guaranteed Minimum Cap, that the Cap declared for a new Segment Term may limit your ~~Contract~~Indexed ~~Value~~Option returns. ~~Immediately~~The ~~following~~Cap anapplies ~~Excess~~for ~~Withdrawal~~the entire Segment Term, ~~your~~even ~~LIB~~when ~~payment~~the term is longer than one year. For example, if you invest in a six year Segment Term with a Cap, regardless of how the Index performs over the ~~amount~~course of that six year period, the Cap will ~~equal:~~not be adjusted.

If you allocate funds to an Index Segment with a Participation Rate, the Participation Rate may limit your participation in a positive Index Return. We declare a new Participation Rate for each new Segment Term at our discretion. The Participation Rate for a new Segment Term may be higher, lower or the same as the previous Segment Term. A lower Participation Rate will reduce the amount of positive Index Return that is reflected in the interest credited at the end of the Segment Term. You risk the possibility, subject to ×the Guaranteed Minimum Participation Rate, ~~(1-B/C)~~that the Participation Rate declared for a new Segment Term may limit your Indexed Option returns. The Participation Rate applies for the entire Segment Term, even when the term is longer than one year. For example, if you invest in a six year Segment Term with a Participation Rate, regardless of how the Index performs over the course of that six year period, the Participation Rate will not be adjusted.

~~If withdrawals,~~Some inIndexed ~~combination~~Options ~~with~~include ~~your~~both ~~LIB~~a ~~payment,~~Cap ~~exceed~~and ina ~~any~~Participation ~~one~~Rate. ~~Contract~~When ~~Year~~a ~~the~~positive ~~10%~~Index ~~Penalty-Free~~Return ~~Withdrawal~~is ~~amount~~subject ~~allowed~~to ~~under~~both ~~your~~a ~~Contract,~~Cap ~~then~~and ~~any~~Participation ~~applicable Surrender~~Rate, ~~Charges~~the ~~and~~Crediting Rate ~~MVAs~~ will ~~apply~~typically toequal the ~~amount~~positive change in ~~excess~~the ofIndex Value multiplied by the ~~Penalty-Free~~Participation ~~Withdrawal~~Rate, ~~amount~~up ~~allowed~~to the Cap.

~~Example. If~~We ~~you~~benefit ~~received~~from anCaps ~~LIB payment of $10,000~~ and Participation ~~your~~Rates ~~Contract~~because ~~Value~~they ~~immediately~~limit ~~following~~ the ~~LIB~~amount ~~payment~~of ~~was~~positive ~~$150,000,~~interest ~~and~~that ~~then you subsequently~~we ~~requested~~must ancredit ~~Excess~~to ~~Withdrawal~~an ofIndex ~~$15,000,~~Segment ~~your~~for ~~new~~a ~~LIB~~given ~~payment~~Segment ~~after the Excess Withdrawal would be $9,000~~Term. ~~Based~~We onset the ~~above~~Caps ~~formula,~~and ~~your~~Participation ~~new~~Rates ~~LIB~~at ~~payment~~our ~~would~~discretion, beand ~~determined~~we ~~by multiplying~~may ~~your~~lower ~~LIB payment before~~ the ~~Excess~~Cap ~~Withdrawal~~or ~~($10,000)~~Participation byRate for the ~~product~~same ofIndexed 1Option ~~minus~~in the ~~amount~~future. ofYou ~~the~~risk ~~Excess Withdrawal divided by your Contract Value prior to~~ the ~~Excess~~possibility ~~Withdrawal ($15,000/$150,000)~~that orwe ~~.90.~~will Atnot ~~the~~set ~~time~~a ofCap ~~the~~higher ~~Excess~~than ~~Withdrawal,~~ the ~~Excess~~Guaranteed ~~Withdrawal~~Minimum ~~represented~~Cap ~~10%~~or ofthat ~~your~~we ~~Contract~~will ~~Value~~not ~~and~~set ~~lowered~~a ~~your~~Participation ~~future~~Rate ~~LIB~~higher ~~payments~~than bythe aGuaranteed ~~corresponding~~Minimum ~~10%~~Participation ~~to $9,000~~Rate.

~~Note:~~The ~~Once~~Caps ~~LIB~~and ~~payments~~Participation ~~start,~~Rates ~~LIB~~for ~~payments~~the initial Segment Term will ~~continue~~be ~~even~~disclosed to you at the time you apply for a Contract and will be no lower for 37 days thereafter. If we issue the Contract more than 37 days after the date you signed the application, we will apply the rates in place on the Issue Date and those rates may be lower than the rates in place on the date you signed the application. You bear the risk that, if ~~your~~the Contract ~~Value~~is ~~declines~~not issued within 37 days of the date you signed the application the Caps and Participation Rates may change and be less advantageous to ~~zero~~you. If the rates in place on the Issue Date are lower than the rates in place at the time you signed the application and you are dissatisfied with those rates, ~~unless~~you can cancel your Contract within 30 days of the Issue Date and have your Premium returned to you ~~take~~(or ~~Excess~~such ~~Withdrawals~~higher ~~which~~amount ~~reduce~~as required by your ~~IAV~~state; see “Purchasing Your Contract – Right to ~~zero~~Examine”). There may be tax consequences if you cancel your Contract, so you should consult with your financial or tax professional before doing so.

~~If in~~Changes ~~any~~to ~~given~~the ~~year~~Caps and Participation Rates, if any, occur at the ~~required~~beginning ~~minimum~~of ~~distribution~~the ~~("RMD")~~next ~~from~~Segment aTerm. ~~qualified~~At ~~contract~~least ~~exceeds~~seven days prior to the ~~annual~~end ~~LIB~~of ~~payment~~a Segment Term, we will make available the ~~amount~~applicable byCaps ~~which~~and Participation Rates available for the ~~RMD~~next ~~withdrawal~~Segment ~~exceeds~~Term. You do not have the ~~LIB~~right ~~payment will~~to reject any new Caps or Participation Rates for the next Segment term. If you do not belike ~~treated~~a asnew Cap or Participation Rate for a particular Indexed Option, at the end of the current Segment Term, you may transfer your investment to another Indexed Option or to the Fixed Account without charge. If you are invested in an ~~Excess~~Indexed ~~Withdrawal~~Option during a Segment Term and do not submit a transfer request to us at least one Business Day prior to the end of the Segment Term, we will continue your investment in that Indexed Option for another Segment Term, subject to any new Cap and/or Participation Rate. If we are not

20 ~~Step-Ups~~

OnTable the day before LIB payments begin, if your Contract Value before the deduction of the rider charge is greater than your IAV, we will automatically increase or "step-up" your IAV to an amount equal to your Contract Value. On each Contract Anniversary after LIB payments start, if your Contract Value before the deduction of the rider charge is greater than your IAV, your Guaranteed Annual LIB Amount will equal the greater of: Contents

~~However,~~ ifoffering ~~your~~the ~~Contract~~same ~~Value~~Indexed isOption ~~less~~for ~~than~~another Segment Term and you fail to instruct us how to reallocate your ~~IAV~~investment onin athat ~~Contract~~Indexed ~~Anniversary~~Option at the end of the Segment Term, we will automatically ~~not~~transfer ~~reduce~~the entire amount of your ~~Guaranteed~~investment ~~Annual~~allocated ~~LIB~~to ~~Amount~~that Indexed Option to the Fixed Account at the end of the Segment Term. Once invested for a new Segment Term, your investment and any interest earned thereon will remain in the Indexed Option or Fixed Account to which you were automatically allocated for the entire new Segment Term under terms that may be less favorable than under the prior Indexed Option.

26If you do not want to invest in any Allocation Option under the Contract, your only option will be to surrender your Contract. Surrendering your Contract may cause you to incur surrender charges and may have negative tax consequences. If you surrender your Contract, your payment will be based on the Adjusted Daily Contract Value.

~~Table~~Buffer ofRisk ~~Contents~~

Any Buffer applicable to an Index Option provides only limited downside protection. Index fluctuations may cause a negative Index Return to exceed the Buffer. This would result in a negative interest credit, which would reduce your Adjusted Daily Segment Value ~~Death~~in ~~Benefit~~ the Indexed Option. Funds allocated to an Indexed Option will benefit from the protection afforded under the Buffer only for that Segment Term. Buffers for Indexed Options with Segment Terms of longer than one year are for the entire Segment Term and are not annualized.

~~Upon~~You ~~death~~assume the risk that you will incur a loss and that the amount of the ~~Contract~~loss ~~Owner~~will be significant. The Buffer protects you against losses only on a Segment End Date, and only up to the ~~Rider~~percentage stated, and you will ~~terminate~~bear ~~unless~~any loss in excess of the ~~Contract~~Buffer. ~~Owner's~~For ~~spouse~~example, if you invest in an Indexed Option with a 10% Buffer, you may lose up to 90% of your investment and if you invest in an Indexed Option with a 20% Buffer, you may lose up to 80% of your investment. You also bear the risk that sustained negative Index Returns may result in zero or negative interest being credited to your Adjusted Daily Segment Value in an Indexed Option over multiple Segment Terms. If an Indexed Option is credited with negative interest for multiple Segment Terms, the ~~sole~~cumulative ~~beneficiary~~loss ~~and~~may ~~either~~exceed the stated limit of the Buffer for any single Segment Term. The Buffer for an Indexed Option will not change while we continue to offer that Indexed Option.

~~If the~~Protection ~~Contract~~Benefit isRisk ~~continued, the rider charge will continue and the IAV remains eligible for any step-ups.~~

The Enhanced Indexed Options include a Protection Benefit which provides additional downside protection over the Protection Term of either three or six years. The Protection Term is different than the Segment Term. The Segment Terms for the Enhanced Indexed Options will always be one Contract Year. The Protection Term will span multiple one-year Segment Terms. If ~~Rider~~you ~~Charge~~ allocate funds to establish an Index Segment under an Enhanced Indexed Option, interest (which may be positive, negative, or zero) is credited to the Segment Crediting Base at the end of each one-year Segment Term (or quarterly during the one-year Segment Term for the quarterly Crediting Strategy). At the end of the Protection Term, if the Segment Crediting Base is less than the Segment Crediting Base at the beginning of the Protection Term, you will receive a Protection Credit, equal to the difference between the Protection Credit Base and the Segment Crediting Base at the end of the Protection Term, up to the maximum Protection Credit.

WeOn ~~assess an annual charge for~~ the ~~Rider~~last ~~equal~~day toof ~~the~~each ~~rider~~Contract ~~fee~~Month, ~~rate~~we ~~multiplied~~will bydeduct the ~~Contract~~Protection ~~Value~~Fee onfrom ~~the~~your ~~Contract~~Segment ~~Anniversary~~Crediting Base. The ~~rider~~ ~~fee~~monthly ~~rate~~Protection Fee is ~~set~~1/12 ~~forth~~of on the Protection ~~first~~Fee ~~page~~Factor ofshown ~~the~~in ~~Rider~~your ~~and~~Contract ismultiplied ~~guaranteed~~by ~~for~~your ~~the~~Protection ~~life~~Credit ofBase. ~~the~~You ~~Rider,~~will ~~unless~~pay ~~you~~the ~~elect~~Protection toFee ~~restart~~even aif ~~new~~your ~~IAV~~Segment ~~Period,~~Crediting atBase ~~which~~exceeds ~~point~~the weProtection ~~may~~Credit ~~change~~Base at the ~~rider~~end ~~fee~~of ~~rate~~the ~~in our~~Protection ~~sole~~Term, ~~discretion.~~in Wewhich ~~deduct~~case having the ~~rider~~Protection ~~charge~~Benefit ~~from~~will lower your ~~Contract~~overall ~~Value~~return ~~(proportionally~~during ~~from~~ the ~~Accumulated~~Protection ~~Value~~Term ofby ~~each~~the ~~Value~~amount ~~Option)~~of onthe ~~each~~Protection ~~Contract~~Fees ~~Anniversary,~~that ~~regardless of when~~ you ~~start receiving~~have ~~LIB payments~~paid.

See “Additional ~~Rider~~Information ~~Termination~~ About the Indexed Options - Protection Benefit” for additional details on the Principal Protection Benefit.

~~The~~21 ~~Rider will terminate on the earliest of the date:~~

Once terminated,Table theof Rider may not be reinstated. Contents

27Performance Lock Risk

If you exercise the Performance Lock for an Index Segment, the interest credit you receive may be lower than the interest credit you would have received on the ~~Table~~Segment End Date had you not exercised the Performance Lock. This is because the interest credit is no longer based on the Crediting Strategy employed by that Index Segment. Instead, the Segment Crediting Base is replaced with the current Performance Value, which may be more or less than the Segment Crediting Base. For the remainder of ~~Contents~~the Contract Year, the Index Segment will receive a fixed rate of interest which is not linked to the performance of the Index. When you exercise a Performance Lock, you won’t know the Performance Value in advance. This is because the Option Value Adjustment used to calculate the Performance Value is calculated at the end of the Business Day we receive your Notice to exercise the Performance Lock. The locked-in Performance Value may be higher or lower than the Performance Value on the day you submitted your Notice. The Option Value Adjustment fluctuates daily and may be positive or negative. If you lock in your Performance Value at a time when the Option Value Adjustment is negative, you are locking in a loss. Once your exercise a Performance Lock, it is irrevocable for that Segment Term.

We will not provide advice or notify you regarding whether you should exercise the Performance Lock or the optimal time for doing so. We will not warn you if you exercise the Performance Lock at a sub-optimal time. We are not responsible for any losses related to your decision whether or not to exercise the Performance Lock. There may not be an optimal time to ~~FEDERAL~~exercise ~~INCOME~~the ~~TAXES~~ Performance Lock feature during a Segment Term. It may be better for you if you do not exercise the Performance Lock during a Segment Term. It is impossible to know with certainty whether or not the Performance Lock should be exercised.

~~The~~See ~~following~~“Additional ~~discussion~~Information isAbout ~~general~~the inIndexed ~~nature~~Options ~~and~~- isPerformance ~~not~~Lock” ~~intended~~for asadditional ~~tax~~details ~~advice.~~on ~~You~~the ~~should~~Performance ~~consult~~Lock ~~a competent tax adviser~~feature. No attempt is made to consider any applicable state or other income tax laws, any state and local estate or inheritance tax, or other tax consequences of ownership or receipt of distributions under a Contract.

~~When you~~Performance ~~invest~~Sweep inRisk an annuity contract, you usually do not pay taxes on your investment gains until you withdraw the money—generally for retirement purposes. If you invest in an annuity as part of an individual retirement plan, pension plan or employer-sponsored retirement program, your contract is called a Qualified Contract. If your annuity is independent of any formal retirement or pension plan, it is termed a Non-Qualified Contract. The tax rules applicable to Qualified Contracts vary according to the type of retirement plan and the terms and conditions of the plan. See "Non-Natural Person" below for a discussion of Non-Qualified Contracts owned by persons such as corporations and trusts that are not natural persons.

If you exercise the Performance Sweep, you will be locking in interest credited as of the Quarterversary. After you exercise the Performance Sweep, you will not participate in any Index Return (positive or negative). No interest will be credited on future Quarterversaries during the Segment Term based on the Index Return. Depending on when you exercise the Performance Sweep, your investment might not ~~TAXATION~~participate OFin ~~ANNUITIES~~ any Index Return for up to nine months. After you exercise the Performance Sweep, you will only receive a fixed rate of interest until the next Contract Anniversary. The total interest you receive for the remainder of the Segment Term may be less than the total interest you would have received during the Segment Term had you not exercised the Performance Sweep.

~~Tax~~We ~~law~~will ~~imposes~~not ~~several~~provide advice ~~requirements~~or ~~that~~notify ~~annuities~~you ~~must~~regarding ~~satisfy~~whether inyou ~~order~~should exercise the Performance Sweep feature or the optimal time for doing so. We will not warn you if you exercise the Performance Sweep feature at a sub-optimal time. We are not responsible for any losses related to ~~receive~~your decision whether or not to exercise the ~~tax~~Performance ~~treatment~~Sweep ~~normally~~feature. ~~accorded~~There may not be an optimal time to ~~annuity~~exercise the Performance Sweep feature during a Segment Term. It may be better for you ~~contracts~~if you do not exercise the Performance s Sweep during a Segment Term. It is impossible to know with certainty whether or not the Performance Sweep should be exercised.

See “Additional ~~Required~~Information ~~Distributions~~ About the Indexed Options - Performance Sweep” for additional details on the Performance Sweep feature.

InGain ~~order~~Lock toRisk be treated as an annuity contract for Federal income tax purposes, Section 72(s) of the IRC requires any Non-Qualified Contract to contain certain provisions specifying how your interest in the Contract will be distributed in the event of the death of an owner of the Contract. Specifically, Section 72(s) requires that (a) if any owner dies on or after the annuity starting date, but prior to the time the entire interest in the contract has been distributed, the entire interest in the contract will be distributed at least as rapidly as under the method of distribution being used as of the date of such owner's death; and (b) if any owner dies prior to the annuity starting date, the entire interest in the contract will be distributed within five years after the date of such owner's death.

~~The~~If you ~~Non-Qualified~~invest ~~Contracts~~in ~~contain~~an ~~provisions~~Indexed Option that ~~are~~includes ~~intended~~the toGain ~~comply~~Lock ~~with~~feature, ~~these~~you ~~IRC~~may ~~requirements,~~elect ~~although~~the noGain ~~regulations~~Lock ~~interpreting~~on ~~these~~any ~~requirements~~Business ~~have~~Day ~~yet~~following ~~been issued.~~a Wewaiting ~~intend~~period toof ~~review~~three ~~such~~Contract ~~provisions~~Months ~~and~~beginning ~~modify~~on ~~them~~the Segment Start Date if ~~necessary~~there tois ~~assure~~a positive Index Return as of that date. ~~they~~When ~~comply~~you ~~with~~elect the ~~applicable~~Gain ~~requirements~~Lock, ~~when~~you ~~such~~will ~~requirements~~receive ~~are~~a ~~clarified~~Gain byLock ~~regulation~~Credit orcalculated ~~otherwise~~on the Gain Lock Activation Date. ~~Other~~ ~~rules~~The ~~may~~Gain ~~apply~~Lock toCredit ~~Qualified~~is ~~Contracts.~~calculated by multiplying the positive

22 ~~TAXATION OF NON-QUALIFIED CONTRACTS~~

Table Non-Naturalof Person Contents

If Index ~~a non-natural person (e.g.~~Return, asubject ~~corporation~~to orthe ~~a trust) owns a Non-Qualified Contract~~Cap, by the ~~taxpayer~~Gain ~~generally~~Lock ~~must~~Factor,. ~~include~~The inGain ~~income~~Lock ~~any~~Factor ~~increase~~is indetermined ~~the~~based ~~excess~~on of the ~~account~~Contract ~~value~~Month ~~over~~you ~~the~~exercise ~~investment in~~ the ~~Contract~~Gain ~~(generally,~~Lock ~~the~~feature ~~Premiums or other consideration paid for the contract)~~ during the ~~taxable~~Segment ~~year.~~Term, ~~There~~and ~~are~~will result ~~some~~in ~~exceptions~~interest tobeing ~~this~~credited ~~rule~~based ~~and~~on aonly ~~prospective owner that is not~~ a ~~natural~~portion ~~person~~of ~~should~~the ~~discuss~~positive ~~these~~Index ~~with a tax adviser~~Return.

On the Segment End Date, you will also receive an interest credit based on the Index Return for the period between the Gain Lock Activation Date and the Segment End Date (the “Gain Lock Period”). The interest credit on the Segment End Date will not exceed the Segment Crediting Base immediately prior to ~~following~~the ~~discussion~~Gain ~~generally~~Lock ~~applies~~Credit multiplied by the Cap, minus the amount of the Gain Lock Credit. Any Withdrawals during the Gain Lock Period will reduce the maximum amount of interest on the Segment End Date in proportion to ~~Contracts~~the ~~owned~~reduction in the Segment Crediting Base after the Withdrawal. Because of this, your total opportunity for positive interest credited for the Index Segment is not increased by ~~natural~~your ~~persons~~exercise of the Gain Lock feature. Because the interest credit on the Segment End Date may be negative, it is possible for the total amount of interest credited to an Index Segment on which you have exercised the Gain Lock to be negative.

If you exercise the Gain Lock, you will be locking in a portion (the Gain Lock Factor) of the positive Index Return as of the Gain Lock Activation Date (the Business Day following the date we receive Notice of your election of the Gain Lock). The Index Return fluctuates daily and you won’t know the locked in Index Return in advance. The locked in Index Return may be lower or higher than the Index ~~Withdrawals~~ Return on the date you submit your Notice to exercise the Gain Lock. If you lock in a portion of the Index Return, there can be no assurance that you would not have been better off exercising the Gain Lock at a different time or not at all.

~~When~~We awill ~~withdrawal~~not ~~from~~provide aadvice ~~Non-Qualified~~or ~~Contract~~notify ~~occurs,~~you regarding whether you should exercise the ~~amount~~Gain ~~received~~Lock feature or the optimal time for doing so. We will benot ~~treated~~warn asyou ~~ordinary~~if you ~~income~~exercise ~~subject~~the Gain Lock feature at a sub-optimal time. We are not responsible for any losses related to ~~tax~~ upyour decision whether or not to exercise the Gain Lock feature. There may not be an ~~amount~~optimal ~~equal~~time to exercise the ~~excess~~Gain ~~(if~~Lock ~~any)~~feature ofduring ~~the~~a ~~Contract~~Segment ~~Value,~~Term. ~~without~~It ~~adjustment~~may be better for ~~any~~you ~~applicable~~if ~~Surrender~~you ~~Charge,~~do ~~immediately~~not ~~before~~exercise the ~~distribution~~Gain ~~over~~Lock during a Segment Term. It is impossible to know with certainty whether or not the Gain Lock should be exercised.

28See “Additional Information About the Indexed Options - Gain Lock” for additional details on the Gain Lock feature.

~~Table~~Performance ofRate ~~Contents~~Rider Risk

~~Owner's investment~~For incertain ~~the~~Indexed ~~Contract (generally~~Options, you may elect the ~~Premiums~~Performance orRate ~~other~~Rider. ~~consideration~~If ~~paid~~you ~~for~~elect the ~~Contract~~Performance Rate Rider, ~~reduced~~in byexchange ~~any~~for ~~amount~~a ~~previously~~Performance ~~distributed~~Fee, ~~from~~you ~~the~~will receive ~~Contract~~an ~~that~~enhanced ~~was~~Cap ~~not~~or ~~subject~~Participation toRate ~~tax)~~for ~~at that~~an ~~time~~Index Segment. ~~The~~There ~~Contract~~is ~~Value~~no ~~immediately~~guarantee ~~before~~that athe ~~withdrawal~~increased ~~may~~upside ~~have~~potential toof bethe ~~increased~~Performance byRate ~~any~~Rider ~~positive~~will ~~MVA~~result ~~that~~in ~~results~~gains ~~from~~at aleast ~~withdrawal.~~equal ~~There~~to ~~is,~~the ~~however,~~Performance noFee ~~definitive~~or ~~guidance~~any ongains ~~the~~at ~~proper~~all, ~~tax~~or that an ~~treatment~~Index ofSegment ~~MVAs~~for ~~and~~which you’ve ~~may~~elected ~~want~~the toPerformance ~~discuss~~Rate ~~the~~Rider ~~potential~~will ~~tax~~outperform ~~consequences~~an ofIndex anSegment ~~MVA~~without ~~with~~the ~~your~~Performance ~~tax~~Rate ~~adviser~~Rider. InThe ~~the~~Performance ~~case~~Fee ofwill aincrease ~~surrender~~any oflosses aor ~~Non-Qualified~~decrease ~~Contract,~~any ~~the~~gains. ~~amount~~If ~~received~~you elect to receive Performance Rates ~~generally~~for an Index Segment, you will beno ~~taxable~~longer ~~only~~be able to use the ~~extent~~Gain itLock ~~exceeds~~or ~~the~~Cap ~~Contract~~Conversion ~~Owner's~~Benefit ~~investment~~features inwhich otherwise may have been available to you for that Index Segment, had you not elected the ~~Contract~~Performance Rates.

~~In the~~See ~~case~~“Additional ofInformation aAbout ~~withdrawal under a Qualified Contract, a ratable portion of~~ the ~~amount~~Indexed ~~received~~Options is– ~~taxable,~~Performance ~~generally~~Rate ~~based~~Rider” onfor ~~the~~additional ~~ratio~~details of the "investment in the contract" to the individual's total account balance or accrued benefit under the retirement plan. The "investment in the contract" generally equals the amount of any non-deductible Premium Payments paid by or on ~~behalf of any individual. In many cases,~~ the ~~"investment~~Performance inRate ~~the contract" under a Qualified Contract can be zero~~feature.

Cap Conversion ~~Penalty~~Benefit ~~Tax~~Risk ~~on Certain Withdrawals~~

InFor certain Indexed Options with a Cap, you may elect the ~~case~~Cap Conversion Benefit on any Business Day during the five Contract months immediately preceding the final Contract Month of a ~~distribution~~Segment ~~from~~Term if there is a ~~Non-Qualified~~negative ~~Contract~~Index Return as of the CCB Activation Date. If you elect the Cap Conversion Benefit, ~~there~~the ~~may~~Cap for the Index Segment will be ~~imposed~~eliminated aand ~~federal~~the ~~tax~~Segment ~~penalty~~Term ~~equal~~will tobe ~~10%~~extended ~~the~~by one Contract ~~amount~~Year. ~~treated~~After asyou ~~income.~~have Inelected ~~general,~~the ~~however~~Cap Conversion Benefit, ~~there~~you iscan noelect ~~penalty~~it onagain ~~distributions~~during ifthe ~~they~~five ~~are:~~Contract months immediately preceding the final Contract Month of the extended Segment Term as many times as you wish until the Contract

~~Other exceptions~~23 may be applicable under certain circumstances and special rules may be applicable in connection with the exceptions enumerated above. Additional exceptions may apply to distributions from a Qualified Contract. You should consult a tax adviser with regard to exceptions from the penalty tax.

Table of Annuity Payments Contents

~~Although tax consequences may vary depending on the payout option elected under an annuity contract, a portion of each annuity payment~~ isYear ~~generally~~that ~~not~~includes ~~taxed and~~ the ~~remainder~~Maturity ~~is taxed as ordinary income~~Date. ~~The~~If ~~non-taxable portion of an annuity payment is generally determined in a manner that is designed to allow you to recover your investment in~~ the ~~contract~~Index ~~ratably~~Return on athe ~~tax-free~~CCB ~~basis~~Activation ~~over~~Date ~~the~~is ~~expected~~at ~~stream~~or ofbelow ~~annuity payments~~-5%, aswe ~~determined~~will ~~when~~increase ~~annuity payments start. Once~~ your ~~investment~~Participation inRate to the ~~contract~~CCB ~~has~~Par ~~been~~Rate ~~fully~~when ~~recovered,~~calculating ~~however,~~interest on the ~~full~~Segment ~~amount~~End ~~of each annuity payment is subject to tax as ordinary income~~Date.

If you elect the Cap Conversion Benefit, the Cap will be eliminated, but your Segment Term will be extended for an additional Contract Year. There can be no assurance that the Index Return will improve or that you will benefit from any positive Index Return. Any positive Index Return, even taking into account the increase in your ~~Taxation~~Participation Rate to the CCB Par Rate, may be less than the Cap, in which case elimination of ~~Death~~the Cap will not benefit you. Exercise of the Cap Conversion Benefit ~~Proceeds~~ will not guarantee that you will be credited with positive interest at the end of the extended Segment Term.

~~Amounts~~When ~~may~~you beexercise ~~distributed~~the ~~from~~Cap aConversion Benefit, your Segment Term is extended for an additional Contract ~~because~~Year. ofThis ~~your~~means ~~death~~that oryou will ~~the~~not ~~death~~receive ofan interest credit on the ~~Annuitant~~original Segment End Date. ~~Generally,~~You ~~such~~will ~~amounts~~not ~~are~~receive ~~includible in~~any ~~the~~interest ~~income~~credit ofuntil the ~~recipient~~next asContract ~~follows:~~Anniversary ~~(i) if~~following ~~distributed~~the inoriginal aSegment ~~lump~~End ~~sum,~~Date. ~~they~~The ~~are~~total ~~taxed~~interest inyou receive on the ~~same~~new ~~manner~~Segment asEnd ~~surrender~~Date may ofbe less than you would have received had you not exercises the ~~Contract~~Cap Conversion Benefit, oreven ~~(ii)~~ if ~~distributed~~your ~~under~~Participation aRate ~~payout~~increases to the CCB Par Rate. You have the option, to reset the CCB Par Rate more than once during a Segment Term. Each time ~~they~~you ~~are~~reset ~~taxed~~your inCCB ~~the~~Par ~~same~~Rate ~~way~~your asSegment ~~annuity~~Term ~~payments~~will be extended for an additional Contract Year. This means you could potentially go multiple years without receiving any interest credit.

We will not provide advice or notify you regarding whether you should exercise the Cap Conversion Benefit or the optimal time for doing so. We will not warn ~~Transfers,~~you ~~Assignments~~if you exercise the Cap Conversion Benefit at a sub-optimal time. We are not responsible for any losses related to your decision whether or ~~Exchanges~~not ofto exercise the Cap Conversion Benefit. There may not be an optimal time to exercise the Cap Conversion Benefit during a ~~Contract~~ Segment Term. It may be better for you if you do not exercise the Cap Conversion Benefit during a Segment Term. It is impossible to know with certainty whether or not the Cap Conversion Benefit should be exercised.

ASee ~~transfer~~“Additional orInformation ~~assignment~~About ~~of ownership of a Contract,~~ the ~~designation~~Indexed ofOptions an– ~~annuitant,~~Cap ~~the~~Conversion ~~selection~~Benefit” offor ~~certain~~additional ~~maturity~~details on ~~dates, or~~ the ~~exchange~~ ofCap aConversion ~~Contract~~Benefit. ~~may result in certain tax consequences to you~~

29Adjusted Daily Segment Value Risk

~~Table~~On the Segment Start Date, the Segment Crediting Base for any Index Segment is the amount of ~~Contents~~funds allocated to establish that Index Segment. On the Segment End Date, we apply any interest credits to the Segment Crediting Base. We do not credit interest to an Index Segment prior to the Segment End Date (with the exception of the quarterly point-to-point Indexed Option which credits interest on each Quarterversary during the Segment Term). This means that amounts withdrawn prior to the end of a Segment Term will not be credited with interest. This includes amounts paid as a Death Benefit or applied to a settlement option prior to the end of a Segment Term. During a Segment Term, the Adjusted Daily Segment Value is the amount available for Withdrawals, Surrenders, annuitization and Death Benefits.

We determine the Adjusted Daily Segment Value of an Index Segment by applying a formula that ~~are~~is not ~~discussed~~directly ~~herein.~~tied Anto ~~owner~~the ~~contemplating~~actual ~~any~~performance ~~such~~of ~~transfer~~the applicable Index. Instead, ~~assignment~~on oreach ~~exchange~~Business Day, ~~should~~we ~~consult~~calculate the Adjusted Daily Segment Value by applying adjustments to your Segment Crediting Base. The adjustments are: (1) a ~~tax~~Market ~~adviser~~Value Adjustment asbased on estimated changes in the market value of hypothetical fixed income assets supporting your Contract; and (2) an Option Value Adjustment based on changes in the Option Value for an Index Segment prior to the ~~tax~~end ~~consequences~~of the Segment Term. Because the Adjusted Daily Segment Value is not calculated based on the performance of the applicable Index, even if the Index Return is positive, it is possible that the Adjusted Daily Segment Value may not have increased. There is also the risk that the Adjusted Daily Segment Value could be less than the Segment Crediting Base, even if the Index is performing positively.

The Market Value ~~Withholding~~ Adjustment and the Option Value Adjustment are intended to protect us when you take a Withdrawal from your Contract. These adjustments provide us with protection from the trading risk that we

~~Annuity~~24 ~~distributions are generally subject to withholding for the recipient's federal income tax liability. Recipients can generally elect, however, not to have tax withheld from distributions.~~

Table of Multiple Contracts Contents

~~All~~ will ~~Non-Qualified~~have ~~deferred~~to ~~annuity~~incur ~~contracts that are issued by us (~~and/or ~~our~~reflect ~~affiliates)~~changes toin the ~~same~~value ~~owner~~of ~~during~~the ~~any calendar~~assets ~~year~~supporting ~~are~~each ~~treated~~Indexed asOption ~~one~~throughout ~~annuity~~the ~~contract~~Segment ~~for~~Term, ~~purposes~~including ofon ~~determining~~ the ~~amount~~Segment ~~includible~~End inDate. ~~such~~You ~~owner's~~bear ~~income~~the ~~when~~investment arisk ~~taxable~~of taking ~~distribution~~such ~~occurs~~Withdrawals.

Withdrawals, including partial Withdrawals, full Withdrawals (i.e., Surrenders), payment of a Death Benefit, or applying funds to a settlement option on the Maturity Date, are based on your Adjusted Daily Contract Value. The Adjusted Daily Contract Value is the total of all Adjusted Daily Segment Values. Each Adjusted Daily Segment Value is calculated by applying any ~~Further~~applicable ~~Information~~ Market Value Adjustment and Option Value Adjustment to the Segment Crediting Base. These adjustments are not subject to any Buffer. The application of these adjustments could result in a loss, which may be significant. Under extreme market conditions, it is possible to lose your entire investment and previously credited interest in an Index Segment if you make a Withdrawal during a time when a Market Value Adjustment and/or an Option Value Adjustment apply.

WeOn ~~believe~~any ~~that~~day, ~~the~~if ~~contracts~~you ~~will~~wish ~~qualify~~to asobtain ~~annuity~~your ~~contracts~~Adjusted ~~for~~Daily ~~Federal~~Segment ~~income~~Values ~~tax~~or ~~purposes~~your Adjusted Daily Contract Value, you may contact our Home Office. Your Adjusted Daily Segment Values and Adjusted Daily Contract Value are calculated at the ~~above~~end ~~discussion~~of iseach ~~based~~Business ~~on that~~Day ~~assumption~~and may be more or less than the value quoted.

For more ~~TAXATION~~information OFand ~~QUALIFIED~~to ~~CONTRACTS~~ see how we calculate the Adjusted Daily Segment Values, see Appendix B.

~~The~~Risk ~~tax~~That ~~rules~~We ~~applicable to Qualified Contracts vary according to the type of retirement plan and the terms and conditions of the plan.~~May ~~Your~~Eliminate ~~rights~~Or ~~under~~Substitute aAn ~~Qualified~~Index Contract may be subject to the terms of the retirement plan itself, regardless of the terms of the Qualified Contract. Adverse tax consequences may result if you do not ensure that contributions, distributions and other transactions with respect to the Contract comply with the law.

There is no guarantee that any particular Index underlying an Indexed Option will be available for the entire duration that you own your Contract. We may remove or replace an Index if it is discontinued, if the calculation of the Index is substantially changed, or if we are otherwise unable to utilize the Index. If we substitute an Index, the performance of ~~Individual~~the ~~Retirement~~new ~~Annuities~~Index may differ from the original Index. This may negatively affect the interest that we credit during that Segment Term, and you may earn less interest than if we continued to use the original Index for the entire Segment Term. We may replace an Index at any time during a Segment Term, however, we will notify you in writing 30 days prior to replacing an Index. If we replace an Index, this does not cause a change in the Cap, Participation Rate or Buffer. You will have no right to reject the replacement of an Index, and you will not be permitted to transfer your value from the Indexed Option until the end of a Segment Term even if we replace the Index during the Segment Term. The new Index and the replaced Index (~~IRAs~~which you may have previously chosen) will likely not be identical with respect to their component securities or other instruments, although we will attempt to select a new Index that is similar to the old Index based on factors such as asset class, Index composition, strategy or methodology inherent to the Index and Index liquidity. We will not substitute any Index until the new Index has received any necessary regulatory approvals. At the end of the Segment Term, you may transfer your investment to another Indexed Option or to the Fixed Account without charge. If you do not want to remain invested in the relevant Indexed Option for the remainder of the Segment Term, your only option will be to Withdraw the funds from the Adjusted Daily Segment Value of that Index Segment, which may cause you to incur a Withdrawal Charge and negative tax consequences.

~~IRAs,~~You asshould ~~defined~~evaluate inwhether ~~Section 408~~our ofability ~~the IRC, permit individuals~~ to make ~~annual contributions of up to~~ the ~~lesser~~changes ofdescribed aabove, ~~specified dollar~~and ~~amount~~your ~~for~~ability ~~the~~to ~~year~~react orto ~~the~~such ~~amount~~changes, ofare ~~compensation~~appropriate ~~includible~~based inon ~~the~~your ~~individual's~~investment ~~gross income for the year~~goals. ~~The~~When ~~contributions~~such ~~may~~changes ~~be deductible in whole or in part~~occur, ~~depending~~you onshould ~~the individual's~~also ~~income.~~evaluate ~~Distributions~~whether ~~from~~those ~~certain~~changes ~~retirement~~are ~~plans~~appropriate ~~may~~based ~~be "rolled over" into an IRA~~ on ayour ~~tax-deferred~~investment ~~basis~~goals ~~without regard to these limits. Amounts in the IRA (other than~~and, ~~nondeductible~~if ~~contributions)~~not, ~~are~~you ~~taxed~~should ~~when~~evaluate ~~distributed~~your ~~from~~options under the ~~IRA.~~Contract, Awhich ~~10%~~may ~~penalty~~be ~~tax~~limited ~~generally~~and ~~applies~~may tohave ~~distributions~~negative ~~made~~consequences ~~before~~associated ~~age~~with ~~591/2~~them, ~~unless~~as andescribed ~~exception~~in ~~applies~~this section.

Risk That ~~SIMPLE~~We ~~IRAs~~ May Eliminate An Indexed Option

~~SIMPLE~~There ~~IRAs~~is ~~permit~~no ~~certain~~guarantee ~~small~~that ~~employers~~any toparticular ~~establish~~Indexed ~~SIMPLE~~Option ~~plans~~will asbe ~~provided~~available byfor ~~Section 408(p) of~~ the ~~IRC,~~entire ~~under~~duration ~~which employees~~that ~~may~~you ~~elect~~own toyour ~~defer to a SIMPLE IRA a specified percentage of compensation~~Contract. ~~The~~We ~~sponsoring~~may ~~employer~~add ~~is required to make matching~~ or ~~non-elective~~remove ~~contributions~~an onIndex ~~behalf of~~or ~~employees.~~an ~~Distributions~~Indexed ~~from~~Option ~~SIMPLE~~during ~~IRAs are subject to~~ the ~~same~~time ~~restrictions~~ that ~~apply~~you toown ~~IRA~~the ~~distributions and are taxed as ordinary income~~Contract. ~~Subject~~We towill ~~certain~~not ~~exceptions,~~add ~~premature~~any ~~distributions prior~~Index toor ~~age~~Crediting ~~591/2~~Strategy ~~are~~until ~~subject~~the tonew aIndex ~~10 percent~~or ~~penalty~~Crediting ~~tax,~~Strategy ~~which~~has isreceived ~~increased~~any tonecessary ~~25 percent~~regulatory ifapproval. ~~the~~Any ~~distribution~~addition, ~~occurs~~substitution, ~~within~~or ~~the~~removal ~~first~~of ~~two years after the commencement~~an ofIndexed ~~the~~Option ~~employee's~~or ~~participation in the plan.~~

25 ~~Roth IRAs~~

RothTable IRAs, as described in IRC section 408A, permit certain eligible individuals to make non-deductible contributions to a Roth IRA in cash or as a rollover or transfer from another Roth IRA or other IRA. A rollover from or conversion of an IRA to a Roth IRA is generally subject to tax and other special rules apply. The Contract Owner may wish to consult a tax adviser before combining any Contents

30 Index will be communicated to you in writing. If we add or remove an Index (as opposed to replacing an Index), the changes will not be effective for your Contract until the start of the next Segment Term. Adding, replacing or removing an Index applicable to an Indexed Option will not cause a change in the Buffer for that applicable Indexed Option. Any new Indexed Option will have a Cap of at least the Guaranteed Minimum Cap, a Participation Rate of at least the Guaranteed Minimum Participation Rate, and a Buffer of at least 1.0%.

~~Table~~You ofshould ~~Contents~~evaluate whether our ability to make the changes described above, and your ability to react to such changes, are appropriate based on your investment goals. When such changes occur, you should also evaluate whether those changes are appropriate based on your investment goals and, if not, you should evaluate your options under the Contract, which may be limited and may have negative consequences associated with them, as described in this section.

~~converted amounts~~Fixed ~~with~~Account ~~any~~Risk other Roth IRA contributions, including any other conversion amounts from other tax years. Distributions from a Roth IRA generally are not taxed, except that, once aggregate distributions exceed contributions to the Roth IRA, income tax and a 10% penalty tax may apply to distributions made (i) before age 591/2 (subject to certain exceptions) or (ii) during the five taxable years starting with the year in which the first contribution is made to any Roth IRA. A 10% penalty tax may apply to amounts attributable to a conversion from an IRA if they are distributed during the five taxable years beginning with the year in which the conversion was made.

The effective annual interest rate for any Contract Year will never be lower than 0.50%.The effective annual interest rate represents the rate of daily compounded interest over a 12-month period. You bear the risk that we will not declare an interest rate for the Fixed Account higher than the Guaranteed Minimum Interest Rate. The Adjusted Daily Segment Value for the Fixed Account is the amount available for Withdrawal. We calculate the Adjusted Daily Segment ~~Corporate~~Value ~~Pension~~each ~~and~~day ~~Profit~~by applying a Market Value Adjustment to the current Fixed Account value. The Market Value Adjustment is based on estimated changes in the market value of hypothetical fixed income assets supporting your Contract. The Market Value Adjustment could decrease the amount available for Withdrawal from the Fixed Account, but not below the minimum required under state law. See “Allocation Options -~~Sharing~~ ~~Plans~~ Fixed Account” for additional details.

~~Corporate~~Risk ~~pension~~Associated ~~and~~with ~~profit-sharing~~Our ~~plans~~Financial ~~under~~Strength ~~Section 401(a)~~And ~~of the IRC allow corporate employers to establish various types of retirement plans for employees, and self~~Claims-~~employed~~Paying ~~individuals~~Ability to establish qualified plans for themselves and their employees. Adverse tax consequences to the retirement plan, the participant or both may result if the Contract is transferred to any individual as a means to provide benefit payments, unless the plan complies with all the requirements applicable to such benefits prior to transferring the Contract.

Our General Account assets support the guarantees under the Contract and are subject to the claims of our creditors. As such, any obligations, benefits and guarantees under the Contract are subject to our financial strength and claims-paying ability. There is a risk that we may default on those guarantees. The assets in the Separate Account are also subject to our creditors. You should consider our ~~Section 457~~financial ~~Plans~~ 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 under the section titled “Management’s Discussion and Analysis.”

~~Section 457~~Risks ~~Plans,~~Associated ~~while not actually providing for a qualified plan as that term is normally used, provides for certain deferred compensation plans~~ with ~~respect~~Cyber toSecurity ~~service~~And ~~for~~Business ~~state~~Continuity governments, local governments, political subdivisions, agencies, instrumentalities and certain affiliates of such entities, and tax exempt organizations. The Contract can be used with such plans. Under such plans a participant may specify the form of investment in which his or her participation will be made. Under a non-governmental plan, all such investments, however, are owned by and are subject to, the claims of the general creditors of the sponsoring employer.

We rely heavily on interconnected computer systems and digital data to conduct our annuity business activities. Because our annuity business is highly dependent upon the effective operation of our computer systems and those of our business partners, our business is potentially vulnerable to disruptions from utility outages and other problems, and susceptible to operational and information security ~~Other~~risks ~~Tax~~resulting ~~Issues~~ from information systems failure (hardware and software malfunctions) and cyber-attacks. These risks include, among other things, the theft, misuse, corruption and destruction of data maintained online or digitally, and unauthorized release of confidential customer information. For instance, cyber-attacks may: interfere with our processing of Contract transactions, including the processing of orders from our website; cause the release and possible destruction of confidential customer or business information; impede order processing; subject us and/or our service providers and intermediaries to regulatory fines and financial losses; and/or cause reputational damage. There may be an increased risk of cyberattacks during periods of geo-political or military conflict (such as Russia’s invasion of Ukraine and the resulting response by the United States and other countries).

~~Qualified~~Cyber ~~Contracts~~security ~~have~~risks ~~minimum~~may ~~distribution~~also ~~rules~~affect ~~that govern~~ the ~~timing and amount of distributions~~Indexes. ~~The~~Breaches ~~value of optional contract provisions such as the Lifetime Income Benefit Rider may have to be added to the Contract Value~~ in ~~calculating~~cyber ~~the~~security required minimum distribution amount. Consult a tax advisor. Pursuant to special legislation, required minimum distributions for the 2009 tax year generally are not required, and 2009 distributions that otherwise would be required minimum distributions may because ~~eligible~~an ~~for rollover.~~Index’s ~~You should refer to your retirement plan, adoption agreement, or consult a tax adviser for more information about these distribution rules.~~ performance

~~Distributions from~~26 Qualified Contracts generally are subject to withholding for the Contract Owner's federal income tax liability. The withholding rate varies according to the type of distribution and the Owner's tax status. The Owner will be provided the opportunity to elect not to have tax withheld from distributions.

"Eligible rolloverTable distributions" from section 401(a), 403(a), and governmental 457 plans are subject to a mandatory federal income tax withholding of 20%. For this purpose, an eligible rollover distribution is any distribution to an employee (or employee' spouse or former spouse as beneficiary or alternate payee) from such a plan, except certain distributions such as distributions required by the IRC, distributions in a specified annuity form, or hardship distributions. The 20% withholding does not apply, however, to nontaxable distributions or if the employee chooses a "direct rollover" from the plan to a tax-qualified plan, IRA or tax sheltered annuity or to a governmental 457 plan that agrees to separately account for rollover contributions. Contents

31 to be incorrectly calculated, which could affect the calculation of values under the Contract. We are not responsible for the calculation of any Index. Breaches in cyber security may also negatively affect the value of the securities or other instruments that comprise or define the Indexes.

~~Table~~We are also exposed to natural and man-made disasters and catastrophes, such as (but not limited to) storms, fires, floods, earthquakes, public health crises, geo-political disputes, military actions, malicious acts and terrorist acts, any of ~~Contents~~which could adversely affect our ability to conduct business. A natural or man-made disaster or catastrophe, including a pandemic (such as COVID-19), could affect the ability or willingness of our employees or the employees of our service providers to perform their job responsibilities and could result in the closure of one or more of our offices, or interruptions in mail delivery, telephone communications, or other electronic communications.

Although we use reasonable procedures, including recording all telephone instructions and requiring certain personal identification information to prevent unauthorized account access, we cannot assure you that telephone or Internet activity will be completely secure or free of delays or ~~FEDERAL~~malfunctions. ~~ESTATE~~If ~~TAXES~~ we permit telephone or Internet transfers, you choose to make transfers by telephone or Internet, you are assuming the risk of loss that may occur despite our reasonable efforts to verify identity. We are not responsible for the negligence or wrongful acts of third parties.

~~While~~See noadditional ~~attempt~~company-related isrisks ~~being~~later ~~made to discuss the Federal estate tax implications of the Contract, a purchaser should keep~~ in ~~mind~~this ~~that~~prospectus ~~the value~~under of“Company anOverview ~~annuity~~– ~~contract owned by a decedent and payable to a beneficiary by virtue of surviving the decedent is included in the decedent's gross estate. Depending on the terms of the annuity~~Our ~~contract,~~Business ~~the~~– ~~value~~Risks ofRelated ~~the annuity included in the gross estate may be the actuarial value of the payments~~ to beour ~~received~~Business byand ~~the beneficiary~~Industry.” ~~Consult an estate planning adviser for more information.~~

27 ~~GENERATION-SKIPPING TRANSFER TAX~~

UnderTable certain circumstances, the IRC may impose a "generation skipping transfer tax" when all or part of an annuity contract is transferred to, or a Death Benefit is paid to, an individual two or more generations younger than the Owner. Regulations issued under the IRC may require us to deduct the tax from your Contract, or from any applicable payment, and pay it directly to the IRS. Contents

4. FEES ~~ANNUITY PURCHASES BY NONRESIDENT ALIENS~~ AND ~~FOREIGN CORPORATIONS~~ CHARGES

~~The~~There ~~discussion above provides general information regarding U.S. federal income tax consequences to annuity purchasers that~~ are ~~U.S. citizens or residents. Purchasers that are not U.S. citizens or residents will generally be subject to U.S. federal withholding tax on taxable distributions from annuity contracts at a 30% rate~~fees, ~~unless~~ acharges ~~lower treaty rate applies. In addition, purchasers may be subject to state~~ and~~/or~~ ~~municipal~~adjustments ~~taxes~~associated ~~and~~with ~~taxes~~the Contract that may bereduce ~~imposed by~~ the ~~purchaser's~~return ~~country~~on ofyour ~~citizenship or residence~~investment. ~~Prospective~~ ~~purchasers are advised to consult with a qualified tax adviser regarding U.S., state and foreign taxation with respect to an annuity contract purchase.~~

Withdrawal Charges ~~ANNUITY PURCHASES BY RESIDENTS OF PUERTO RICO~~

~~The~~Prior ~~Internal~~to ~~Revenue~~the ~~Service~~Maturity ~~has~~Date, ~~announced~~you ~~that~~can ~~income~~take ~~received~~a byWithdrawal ~~residents~~of part or all of ~~Puerto~~your ~~Rico~~Adjusted ~~under~~Daily ~~life~~Contract ~~insurance~~Value. orRestrictions ~~annuity~~may ~~contracts~~apply to qualified Contracts. ~~issued~~During bythe first six Contract Years, we will apply a ~~Puerto~~Withdrawal ~~Rico~~Charge ~~branch~~to any amount you Withdraw in excess of athe ~~United~~annual ~~States~~Free ~~life~~Withdrawal ~~insurance~~amount ~~company~~to iscompensate ~~U.S.-source~~us ~~income~~for ~~that~~expenses isof ~~generally~~the ~~subject~~Contract relating to ~~United~~sales, ~~States~~including ~~Federal~~commissions ~~income~~to ~~tax~~registered representatives and other promotional expenses.

If a Withdrawal Charge applies to a Withdrawal, the charge will be a percentage of the amount withdrawn in excess of your Free Withdrawal Amount. See “Free Withdrawal Amount” below. We will deduct the Withdrawal Charge from the amount withdrawn unless you ask us to deduct it from your Adjusted Daily Contract Value. If you take a full ~~POSSIBLE~~Withdrawal, ~~TAX~~the ~~LAW~~Withdrawal ~~CHANGES~~ Charge is calculated as part of your Surrender Value.

~~Although~~The ~~the~~applicable ~~likelihood~~Withdrawal ofCharge ~~legislative~~percentage ~~changes~~will isdepend ~~uncertain,~~on ~~there~~the isContract Year ~~always~~during which the ~~possibility~~Withdrawal ~~that~~is ~~the~~taken. ~~tax~~The ~~treatment~~schedule ofbelow sets forth the ~~Contract could~~Withdrawal ~~change~~Charge bypercentages ~~legislation~~under orthe ~~otherwise~~Contract. ~~Consult~~The aWithdrawal ~~tax~~Charge ~~adviser~~schedule ~~with~~starts ~~respect~~at to8% ~~legislative developments~~ and ~~their~~declines ~~effect~~until on the seventh Contract Year when it reaches 0%.

We have the right to modify the Contract in response to legislative changes that could otherwise diminish the favorable tax treatment that annuity contract owners currently receive. We make no guarantee regarding the tax status of any contract and do not intend the above discussion as tax advice.


Contract Year	1	2	3	4	5	6	7+

Withdrawal Charge (as a percentage of the amount withdrawn in excess of the Free Withdrawal Amount)	8%	8%	7%	6%	5%	4%	0%

32The total value subject to Withdrawal Charges at any time is equal to the Premium minus total prior Withdrawals that incurred a Withdrawal Charge. Positive interest credited to your Contract do not increase the amount subject to Withdrawal Charges and negative interest credited to the Contract does not reduce the amount subject to Withdrawal Charges. Therefore, if the Adjusted Daily Contract Value is less than the amount subject to Withdrawal Charges upon a Surrender, Withdrawal Charges will be assessed on an amount greater than the Adjusted Daily Contract Value. For the purposes of determining Withdrawal Charges, partial Withdrawals will be deducted from the Adjusted Daily Contract Value according to the following order:

~~Table~~(1) ofAny ~~Contents~~remaining Free Withdrawal amount

(2) Any ~~GENERAL~~remaining ~~MATTERS~~ amount subject to Withdrawal Charges

(3) ~~DISTRIBUTION~~ Any remaining Adjusted Daily Contract Value (i.e., investment gains)

WeFree ~~offer~~Withdrawals ~~the Contract on a continuous basis. We anticipate continuing to offer the Contracts but reserve the right to discontinue the offering.~~

WeDuring ~~have~~the ~~entered~~first ~~into~~six aContract ~~distribution agreement with our affiliate~~Years, ~~American~~can ~~Equity~~withdraw ~~Capital,~~up ~~Inc.~~to ~~for~~ the ~~distribution~~Free ~~and~~Withdrawal ~~sale~~amount ofeach ~~the~~Contract ~~Contracts~~Year onwithout aincurring ~~best~~Withdrawal ~~efforts basis~~Charges. ~~American~~We ~~Equity Capital,~~determine ~~Inc.~~your ~~enters~~Free ~~into~~Withdrawal ~~selling~~amount ~~agreements~~for ~~with~~each ~~other~~Contract ~~affiliated~~Year ~~and~~on ~~unaffiliated broker-dealers (~~the ~~"selling~~first ~~firms")~~day ~~for~~of ~~the~~that ~~sale~~Contract ofYear. During the first ~~Contracts.~~Contract ~~Contracts~~Year, ~~are~~your ~~sold~~Free byWithdrawal ~~licensed~~amount ~~insurance~~is ~~agents (the~~10% ~~"selling~~of ~~agents)~~your ~~who~~Premium. ~~are~~For ~~registered~~each ~~representatives~~ of the ~~selling~~next ~~firms,~~five inContract ~~those~~Years, ~~states~~your ~~where~~Free ~~the~~Withdrawal ~~Contract~~amount ~~may~~is be10% ~~lawfully~~of ~~sold. American~~your ~~Equity~~Adjusted ~~Capital,~~Daily ~~Inc.~~Contract isValue ~~registered~~on ~~with~~ the ~~Securities~~first ~~and~~day ~~Exchange~~of ~~Commission~~that ~~under~~Contract ~~the~~Year. ~~Securities~~After ~~Exchange~~the ~~Act~~sixth Contract ofYear, ~~1934~~your asentire aAdjusted ~~broker-dealer~~Daily ~~and~~Contract Value is aavailable ~~member~~for ofWithdrawal ~~the~~without ~~Financial~~Withdrawal ~~Industry Regulatory Authority, Inc~~Charges. ~~("FINRA").~~

~~We pay~~28 commissions to American Equity Capital, Inc. for the sale of the Contracts by selling firms. We may also pay selling firms amounts for expenses incurred by them. The selling agents who solicit sales of the Contract typically receive a portion of the compensation paid by the Company to the selling firms in the form of commissions or other compensation, depending on the agreement between the selling firm and the selling agent. The selling agents are also licensed as insurance agents by applicable state insurance authorities and appointed as agents of the Company. The payment of these distribution expenses does not result in any additional charges against the Contracts that are not described in the prospectus and Contract.

The amountTable and timing of commissions we may pay to selling firms may vary depending on the selling agreement and the contract sold but is not expected to be more than [ %] of the Premium. We may pay or allow other promotional incentives or payments in the form of cash or other compensation to the extent permitted by FINRA rules and other applicable laws and regulations. Contents

~~We also~~While ~~pay~~Withdrawal ~~compensation~~Charges towill ~~wholesaling~~not ~~broker-dealers~~apply orto ~~other~~amounts ~~firms~~taken oras ~~intermediaries,~~a ~~including~~Free ~~payments~~Withdrawal, toall ~~affiliates~~Withdrawals, ofincluding ~~ours~~Free Withdrawals, inwill ~~return~~be ~~for~~based ~~wholesaling~~on ~~services~~your ~~such~~Adjusted asDaily ~~providing marketing~~Contract ~~and sales support~~Value, ~~product~~which ~~training~~may ~~and~~include ~~administrative~~a ~~services~~Market toValue ~~the~~Adjustment ~~selling~~and/or ~~agents~~Option ofValue ~~the~~Adjustment, ~~selling~~and ~~firms.~~these ~~These~~adjustments ~~allowances~~ may be ~~based on a percentage of the Premium~~negative.

~~Under the~~The ~~distribution~~Free ~~agreement~~Withdrawal ~~with~~amount ~~American~~is ~~Equity~~not ~~Capital~~cumulative, ~~Inc~~so any Free Withdrawal amount not used in one year does not increase the Free Withdrawal amount in subsequent years. If the Withdrawal is in excess of the Free Withdrawal amount, weyou ~~may~~will have to pay ~~the~~any ~~following~~applicable ~~sales~~Withdrawal ~~expenses:~~Charge ~~distribution~~on ~~expenses~~the ~~such~~excess asamount, ~~production~~unless ~~incentive~~subject ~~bonuses~~to (a waiver. See “Access to ~~registered~~Your Money During the Accumulation Phase – ~~representatives~~Withdrawal ~~and~~Charge ~~their~~Waivers” ~~managers),~~for ~~agency~~information ~~expense~~about ~~allowances,~~the ~~advertising~~Contract’s ~~expenses~~Withdrawal ~~and~~Charge ~~all~~waivers. ~~other~~Please ~~expenses~~note ofthat ~~distributing~~any amounts withdrawn pursuant to a Withdrawal Charge waiver will count against the ~~Contracts.~~Free Withdrawal amount for a Contract Year.

~~In addition~~For ~~to the compensation described above~~example, weassume ~~may~~your ~~make~~Premium ~~additional~~was ~~cash payments~~$100,000 ~~in certain circumstances referred to as "override" compensations, or reimbursements to selling firms in recognition of their marketing~~ and ~~distribution,~~your ~~transaction~~Adjusted ~~processing~~Daily ~~and/or~~Contract ~~administrative~~Value ~~services~~is ~~support. These payments are not offered to all selling firms~~$115,000 ~~and~~at the ~~terms~~beginning of ~~any particular agreement governing~~ the ~~payments~~second ~~may~~Contract ~~vary~~Year ~~among selling firms depending on, among other things, the level~~ and ~~type of marketing and distribution support provided. Marketing and distribution~~you ~~support~~request ~~services~~a ~~may~~Withdrawal ~~include,~~of ~~among other services~~$25,000. ~~placement~~Since ofthat ~~the~~amount ~~Company's~~is ~~products~~more onthan ~~the~~your ~~selling~~Free ~~firms'~~Withdrawal ~~preferred~~amount ~~or recommended list~~($11,500), ~~access~~you towould ~~the~~pay ~~selling~~a ~~firms'~~Withdrawal ~~registered~~Charge ~~representatives for purposes~~ of ~~promoting sales of our products~~$1,080 ~~assistance~~on ~~in training and education of~~ the ~~selling~~remaining ~~agents~~$13,500 ~~and opportunities for us to participate in sales conferences and educational seminars~~(e.g., ~~The payments~~8% orx ~~reimbursements may be calculated as a percentage of the particular selling firm's actual or expected aggregate sales of our indexed annuity contracts~~ (~~including~~$25,000- ~~the Contract~~$11,500) ~~and/or~~= ~~may be a fixed dollar amount~~$1,080). ~~Selling firms receiving these additional payments may pass on some or all of the payments to the selling agent.~~

33Now assume your Premium was $100,000 and your Adjusted Daily Contract Value is $80,000 at the beginning of the second Contract Year, you have made no prior Withdrawals and you request a full Withdrawal (i.e., you Surrender your Contract). You would pay a Withdrawal Charge of $8,000 (8% x $100,000).

~~Table~~Keep ofin ~~Contents~~mind that Withdrawals may be taxable and, if taken before age 591⁄2, may be subject to a 10% federal penalty tax, in addition to any other income taxes payable. For tax purposes, Withdrawals from non-qualified Contracts are considered to come from taxable earnings first.

~~You should~~Market ~~ask~~Value ~~your~~Adjustments ~~selling~~and ~~agent~~Option ~~for~~Value ~~further~~Adjustments ~~information about what commissions or other compensation he or she, or the selling firm for which he or she works, may receive in connection with your purchase of a Contract.~~

In addition to Withdrawal Charges, if you take a Withdrawal (including systematic Withdrawals), Surrender your Contract, your Contract enters the Payment Phase or we pay a Death Benefit, the transaction will be based on your Adjusted Daily Contract Value, which may be subject to a Market Value Adjustment and/or an Option Value Adjustment. The application of the Market Value Adjustment and/or Option Value ~~TELEPHONE~~Adjustment ~~AND~~to ~~INTERNET~~ such transactions could result in a loss and will not be subject to the Buffers for the Indexed Options. In extreme circumstances, for any and all Indexed Options, you may lose up to your entire Segment Crediting Base by taking Withdrawals due to the use of Adjusted Daily Segment Values.

ToPerformance ~~speak~~Fee with a customer service representative to make requests related to your Contract or to obtain more information, you can contact the Company's Home Office at 1-888-349-4650, 5000 Westown Parkway, West Des Moines, Iowa 50266.

If you elect to receive the Performance Rates for an Index Segment, we will deduct a Performance Fee from the Segment Crediting Base on the last day of each Contract Month. The Performance Fee for any month is equal to 1/12th of the Performance Fee Factor multiplied by the Segment Crediting Base on the Segment Start Date. The current Performance Fee ~~NOTICE~~Factor is [ ]%. We may change the Performance Fee Factor after your Issue Date, ~~ELECTIONS~~up ~~AND~~to ~~CHANGE~~ a maximum Performance Fee Factor of [ ]% We will notify you of any change in the Performance Fee Factor at least seven days before the end of a Segment Term.

~~Where~~If ~~notice~~you isexercise ~~required~~a toPerformance beLock, ~~made to~~ the ~~Company~~Performance orFee ~~you~~will ~~wish~~not tobe ~~make~~charged ~~any~~for ~~changes or elections under~~ the remaining Contract, ~~such~~Year. ~~notice~~If ~~or request~~you ~~must~~take ~~be submitted in~~ a ~~written~~Withdrawal orfrom ~~verbal~~an ~~form~~Index Segment ~~satisfactory~~receiving toPerformance ~~the~~Rates, ~~Company.~~we ~~Written~~will ~~notice~~make ~~must~~a beproportional ~~signed~~adjustment byto ~~the~~each ~~Contract~~monthly ~~Owner~~Performance ~~and~~Fee ~~received~~for by the ~~Company's~~remainder ~~Home~~of ~~Office:~~the ~~5000~~current ~~Westown~~Segment ~~Parkway, West Des Moines, Iowa 50266~~Term.

~~Unless specified~~Protection ~~otherwise,~~Fee notice will take effect as of the date we receive it. If we take any action in good faith before we receive a valid notice, we will not be subject to liability even if our acts were contrary to what you told us in the notice.

If you allocate funds to an Enhanced Indexed Option, you will receive enhanced protection from loss during the Protection Term, in exchange for a Protection Fee. The Protection Fee is deducted from your Segment Crediting Base on the last day of each ~~CHANGE~~Contract OFMonth ~~ADDRESS~~ during the Protection Term. Each month, the Protection Fee is

~~You~~29 ~~may change your address by writing to us at our Home Office. If you change your address, we will send a confirmation of the address change to both your old and new addresses.~~

Table of EVIDENCE OF SURVIVAL Contents

~~The~~ equal ~~Company~~to ~~reserves~~1/12th of the ~~right~~Protection Fee Factor multiplied by the Protection Credit Base as of the close of the Business Day immediately prior to the ~~require~~deduction ~~satisfactory~~of ~~evidence~~the ~~that~~Protection aFee. ~~person~~The current Protection Fee Factor is ~~alive~~[ ]%. ifWe may change the Protection Fee Factor after your Issue Date, up to a ~~benefit~~maximum ~~payment~~Protection isFee ~~based~~Factor onof ~~that~~[ ]%. ~~person~~We will notify you of any change in the ~~being~~Protection ~~alive.~~Fee NoFactor ~~payment~~at ~~will~~least beseven ~~made~~days ~~until~~before the ~~Company~~end ~~receives~~of ~~such~~a ~~evidence~~Protection Term. The Protection Fee does not reduce the Protection Credit Base.

State ~~AMENDMENTS~~ Premium Taxes

NoA ~~change~~deduction inis ~~the~~also ~~Contract~~made isfor ~~valid~~premium ~~unless~~taxes, ~~approved~~if inany, ~~writing~~imposed on us by ~~one~~a ofstate, ~~the~~municipality, ~~Company's~~or ~~officers~~other government agency. ~~The~~We may, ~~Company~~at ~~reserves~~our discretion, deduct the ~~right~~tax, currently ranging from 0% to ~~amend~~ 3.5%, from the Adjusted Daily Contract byValue ~~attaching~~when anyou ~~Endorsement~~begin receiving Annuity Payments, you Surrender the Contract, or ~~Rider~~a Death Benefit is paid. We may decide to ~~meet~~deduct the ~~requirements~~tax of at the ~~IRC,~~time ~~regulations,~~that you make a premium payment or ~~published~~when ~~rulings~~due to the applicable taxing authority.

Federal, State, And Local Taxes ~~DIVORCE~~

InWe ~~the~~may ~~event~~in ~~of divorce,~~ the ~~former~~future ~~spouses~~deduct ~~must~~charges ~~provide~~from ~~a qualified domestic relations order to us. The terms of~~ the ~~qualified domestic relations order will control. For example, if the qualified domestic relations order requires that a~~ Contract befor ~~divided~~any ~~among~~taxes ~~two former spouses, then~~ we ~~will~~incur ~~divide~~because ~~the Contract according to the terms~~ of the ~~qualified domestic relations order~~Contract. ~~Dividing~~However, ~~the~~no ~~Contract~~deductions ~~will~~are ~~not~~being ~~change~~made ~~the~~at ~~effective date or any of~~ the present ~~values under the Contract~~time.

30 ~~TERMINATION~~

ThisTable Contract terminates on the earliest of: Contents

345. THE ANNUITY CONTRACT

~~Table~~The Contract, including all endorsement and riders, is a contractual agreement between the Company and you, the Owner. This prospectus describes the material features, benefits, obligations, and risks under the Contract. The Contract is a deferred annuity designed to help you invest on a tax-deferred basis and meet long-term financial goals, such as funding your retirement. Under the Contract we promise to pay an income in the form of ~~Contents~~Annuity Payments, beginning on the Maturity Date. A Death Benefit may also become payable on the date we receive a Valid Claim. All payments under the Contract are subject to the terms and conditions in the Contract, which are described in this prospectus.

Prior to the Maturity Date, you may access your money under the ~~MISSTATEMENT~~Contract OFby ~~AGE~~taking ORWithdrawals ~~SEX~~ of your Adjusted Daily Contract Value. Withdrawals above the annual Free Withdrawal amount may be subject to a Withdrawal Charge during the first six Contract Years.

IfThe ~~age or sex has been misstated, we will change your~~ Contract ~~benefits~~may tobe ~~what~~purchased ~~they~~as ~~would~~either ~~have~~“qualified” ~~been~~and ~~for~~“non-qualified” under the ~~correct~~Internal ~~age or sex~~Revenue Code. If ~~we find~~you ~~the~~purchase ~~error~~a ~~after~~non-qualified ~~making income payments~~Contract, weit will ~~(i) pay~~provide ~~the~~you ~~amount~~with ofcertain ~~any~~tax ~~under-payments,~~deferral ~~plus~~features under the ~~greater~~Code. ofIf 6%you ~~interest~~are ~~rate~~investing orin ~~the~~this ~~rate~~Contract ~~required~~through bya ~~your~~traditional ~~state,~~or ~~compounded~~Roth ~~annually;~~Individual orRetirement Account (ii“IRA”) ~~charge~~ , the ~~amount~~Contract ofis ~~any~~a ~~over-payments,~~qualified ~~plus~~Contract ~~the~~and ~~greater~~will ofnot 6%provide ~~interest~~you ~~rate~~tax ordeferral ~~the~~benefits ~~rate~~in ~~required~~addition byto ~~your~~those ~~state,~~already ~~compounded~~provided ~~annually,~~by ~~against~~your ~~the next income payments~~IRA.

State Variations ~~SIGNATURE REQUIREMENTS~~

This prospectus describes the material rights and obligations under the Contract. Certain provisions of the Contract may be different from the general description in this prospectus due to variations required by state law. For ~~some~~example, ~~transactions~~state law may require different right to examine provisions, weand may ~~require~~impose different issue age limitations. The state in which your ~~signature~~Contract tois beissued ~~notarized~~also governs whether or ~~guaranteed~~not bycertain aoptions, ~~commercial~~or ~~bank~~charges are available or will vary under your Contract. Please see Appendix A for a ~~member~~listing of ageneral ~~national securities~~state ~~exchange~~variations. Any state variations will be included in your Contract or in riders or endorsements attached to your Contract.

31 ~~LOANS~~

LoansTable areof not available under your Contract. Contents

6. OWNERSHIP, ~~STATEMENT~~ANNUITANTS, OFAND ~~VALUES~~ BENEFICIARIES

WeOwner ~~will mail a report to you at least annually at your last known address of record. The report will show:~~

~~You also~~The ~~will~~Owner ~~receive~~is ~~confirmations~~the person ofor ~~each~~entity ~~transfer,~~who ~~withdrawal,~~owns the Contract and ~~surrender~~who has all rights of ownership under the Contract.

Joint Owners: A non-qualified Contract can be owned by joint Owners. Both joint Owners must be natural persons. All references to “you” or “Owner” throughout this prospectus and in the Contract shall mean both joint Owners. Each joint Owner has equal ownership rights and must exercise those rights jointly, unless both Owners direct us otherwise in writing. Only two Owners are allowed per Contract. If the Contract is owned by joint Owners, the signatures ~~CONFORMITY~~of ~~WITH~~both ~~APPLICABLE~~Owners ~~LAWS~~ are needed to exercise rights under the Contract, unless we are directed otherwise by both joint Owners in writing. An Owner who is a non-natural person (e.g., a corporation or trust) may not name a joint Owner.

~~The~~Annuitant Settlement Option, Cash Surrender Value, or Death Benefit Proceeds available under your Contract are not less than the minimum benefits required by the state in which your Contract is delivered. The provisions of this Contract conform to the minimum requirements of the state in which the Contract was issued. If any provision of your Contract is determined not to provide the minimum benefits required by that state, such provision will be deemed to be amended to conform or comply with such laws or regulations. In addition, notwithstanding any provision in the Contract to the contrary, all distributions under the Contract must be made in accordance with the applicable requirements of IRC Section 72(s), and all terms of the Contract will be interpreted consistently with these requirements.

The Annuitant is the person whose life determines any life-contingent Annuity Payments during the Payment Phase. You name the Annuitant and any joint Annuitant ~~EXPERTS~~on ~~AND~~your ~~COUNSEL~~ Contract application. You may not change the Annuitant or joint Annuitant after the Issue Date.

~~[To~~If the Contract is non-qualified and the Owner is a natural person, up to two Annuitants are allowed per Contract. If the Owner is not a natural person, only one Annuitant is allowed. Joint Annuitants may be ~~provided~~permitted for Contracts owned by ~~amendment~~certain types of trusts.] Each Annuitant must be at least Age 18 and not older than Age 85 as of the Issue Date. The Annuitant does not have any rights in or to the Contract, unless the Annuitant is also the Owner.

35Beneficiary

~~Table~~During the Accumulation Phase, the Beneficiary is the person(s) or entity (or entities) that the Owner designates to receive the Death Benefit, as described in the section titled “Death Benefit.” If there are joint Owners, the surviving Owner is automatically treated as the Beneficiary upon the death an Owner. You initially name the Beneficiary (or Beneficiaries) on your Contract application and you may change a Beneficiary at any time by sending us Notice. If you have designated a Beneficiary as irrevocable, the Beneficiary must consent in writing to any change. A new Beneficiary designation revokes any prior designation and is effective when signed by you. We are not responsible for the validity of ~~Contents~~any Beneficiary designation or for any legitimate actions we may take under the Contract (including payments) prior to receiving a request to change a Beneficiary. If an Owner dies during the Payment Phase, we will make any remaining guaranteed Annuity Payments to the surviving Joint Owner. If there is not a surviving Joint Owner, we will pay your Beneficiary any remaining Annuity Payments.

Assignment ~~INCONTESTABILITY~~

~~The~~To ~~Contract~~the isextent ~~incontestable~~allowed by state law, ~~except~~we ~~for~~reserve ~~fraudulent~~the ~~statements~~right ~~made~~to inrefuse ~~the~~our ~~application~~consent orto ~~supplemental~~any ~~applications,~~assignment ~~after~~at itany ~~has~~time ~~been~~on a nondiscriminatory basis if the assignment would violate or result in ~~force~~noncompliance ~~during~~with ~~the~~any ~~Annuitant's~~applicable ~~lifetime~~state ~~for~~or ~~2 years~~federal ~~from~~law or regulation. You may request to assign or transfer your rights under the Contract ~~Date~~by sending us a signed and dated request. We will not be bound by an assignment until we acknowledge it.

Unless you specify otherwise, an assignment or transfer is effective as of the date you signed the notice of change. However, we are not responsible for any legitimate actions (including payments) that we take under the Contract prior to receiving the notice. We are not responsible for the validity of any assignment or transfer. To the extent allowed by ~~NONFORFEITABILITY~~ law, payments under the Contract are not subject to legal process for the claims of creditors.

~~Before~~A ~~the~~Qualified ~~Maturity~~Contract ~~Date,~~may ~~your~~not ~~interest~~be inassigned ~~the~~except ~~Cash~~as permitted ~~Surrender~~by ~~Value~~the ~~is always nonforfeitable~~Code.

32 ~~IMSA~~

WeTable are a member of the Insurance Marketplace Standards Association ("IMSA"). IMSA is an independent, voluntary organization of life insurance companies. It promotes high ethical standards in the sales, advertising and servicing of individual life insurance and annuity products. Companies must undergo a rigorous self and independent assessment of their practices to become a member of IMSA. Contents

367. PURCHASING THE CONTRACT

You may purchase a Contract only through a registered representative of a broker-dealer that has a selling agreement with our affiliated distributor, AEL ~~Table~~Financial Services. The Contract may not be available through all broker-dealers who have a selling agreement with AEL Financial Services. Some selling broker-dealers may limit the availability of ~~Contents~~certain Indexed Options or other features available under the Contract. Your broker-dealer may impose additional conditions on the purchase of the Contract other than those which we or other selling firms impose. We reserve the right to reject any application for a Contract at our discretion. We also reserve the right to discontinue the sale of the Contracts at any time.

To purchase the Contract, any Owner and any Annuitant must be at least Age 18 and ~~INFORMATION~~no ~~REGARDING~~older ~~EAGLE~~than ~~LIFE~~Age ~~INSURANCE~~85. ~~COMPANY~~

Single ~~CORPORATE~~Premium ~~HISTORY~~Payment ~~OF THE COMPANY~~

~~Eagle~~You ~~Life~~may ~~Insurance~~purchase ~~Company (~~the ~~"Company"~~Contract orby ~~"Eagle~~completing ~~Life")~~an isapplication ~~the~~and ~~issuer~~submitting a minimum Premium payment of ~~your~~$25,000. The Contract ~~and~~is ~~the~~a ~~entity~~single topremium ~~which~~annuity contract. ~~you~~This ~~should~~means ~~look~~only ~~to honor~~one ~~the~~Premium ~~guarantees~~payment is allowed under ~~your~~the Contract. ~~Eagle~~However, ~~Life~~the issingle anPremium ~~Iowa~~payment ~~stock~~may ~~life~~be ~~insurance~~received ~~company~~from ~~that~~multiple ~~was~~sources. ~~incorporated~~For ~~on August 28~~IRAs, ~~2008.~~because ~~Our~~the ~~Home~~minimum ~~Office~~Premium ispayment ~~located~~we ataccept ~~5000~~exceeds ~~Westown~~the ~~Parkway,~~annual ~~West~~contribution limits ~~Des~~for ~~Moines~~IRAs, ~~Iowa~~your ~~50266.~~Premium ~~Eagle~~payment ~~Life~~must isinclude a ~~wholly~~rollover ~~owned~~contribution ~~subsidiary~~from ofan ~~American~~existing ~~Equity~~IRA ~~Investment~~or ~~Life~~qualified ~~Insurance~~retirement ~~Company~~plan ~~("American Equity Life")~~balance.

~~American Equity~~We ~~Life~~will isnot ~~a life insurance company domiciled and incorporated in the State of Iowa. American Equity Life also has a wholly owned subsidiary, American Equity Investment Life~~deem ~~Insurance Company of New York~~correspondence, ~~which~~including istransactional ~~domiciled~~inquiries inincluding ~~State~~applications ofand ~~New~~Premium ~~York.~~payments ~~American~~to ~~Equity~~be ~~Life~~received ~~is wholly owned~~ by ~~American~~us ~~Equity~~until ~~Investment~~picked ~~Life~~up ~~Holding~~at ~~Company~~our ~~(the~~Home ~~"Holding~~Office ~~Company")~~address. ~~As of March 31, 2009, no persons or entities beneficially owned more than 8.42% of the common stock par value $1 per share, of the Holding Company.~~

~~American Equity~~We ~~Life~~reserve isthe ~~and~~right ~~its~~not ~~subsidiaries~~to ~~are~~accept ~~principally~~third-party ~~engaged as a full service underwriter of fixed annuity and life insurance products~~checks. ~~American~~In ~~Equity~~some ~~Life~~circumstances and ~~its~~at ~~subsidiaries market~~our ~~these products through a variable cost brokerage distribution network of approximately 65 national marketing organizations and~~discretion, ~~through~~we ~~them,~~may ~~45,000~~accept ~~independent~~third-party ~~agents.~~checks ~~American~~that ~~Equity~~are ~~Life~~from ~~is currently~~a ~~licensed to sell its products in the District of Columbia and all states, except the State of New York. American Equity Investment Life Insurance Company of New York is licensed to sell its~~rollover ~~products~~or intransfer ~~the~~from ~~State~~other offinancial ~~New York~~institutions.

~~Eagle~~Any Premium payment that exceeds $1.5 million and any Premium payment that, when aggregated with ~~Life~~previous ~~was~~Premium ~~capitalized~~payments ~~through~~made ~~the~~under ~~issuance~~other ofcontracts 2issued by us,~~500,000~~ ~~authorized~~exceeds $1.5 million ~~par~~is ~~common~~subject ~~stock~~to onour ~~September 17~~approval. Additionally, ~~2008~~we reserve the right to ~~American~~refuse ~~Equity~~any ~~Life~~Premium payment that does not meet our minimum Premium payment requirements, is not in ~~exchange~~Good Order, or is otherwise contrary to law for $6us to accept. In addition,~~000~~ we reserve the right to refuse any application. If we refuse your application,~~000~~ ofwe ~~initial capital~~will return your Premium payment to you.

~~Eagle Life~~We ~~and~~will ~~American~~not ~~Equity~~issue ~~Life~~the Contract until your application is in Good Order and we have ~~entered~~received ~~into~~the afull ~~Management~~amount ~~Services~~of ~~Agreement~~the Premium payment. ~~Under~~We ~~this~~are ~~agreement,~~not ~~American~~responsible ~~Equity~~for lost ~~Life~~investment ~~agrees~~opportunities towhile ~~provide~~we ~~administrative~~review ~~functions~~your ~~related~~application ~~to agent~~or ~~licensing,~~await payment of ~~commissions,~~your ~~actuarial~~Premium. ~~services,~~Any ~~annuity~~Premium ~~policy~~payment ~~issuance~~we ~~and~~receive ~~service,~~before ~~accounting~~we ~~and~~issue ~~financial~~the ~~compliance,~~Contract ~~market~~will ~~conduct,~~be held in our general ~~and~~account ~~informational~~until ~~services~~we ~~and~~credit ~~marketing. In~~the ~~exchange~~full ~~for~~Premium ~~providing~~amount ~~these~~to ~~administrative~~your ~~functions~~Contract on the Issue Date, ~~Eagle~~and ~~Life~~it ~~reimburses~~will ~~American~~not ~~Equity~~earn ~~Life~~interest during this time. ~~During~~We do not accept any additional Premiums after the ~~period~~Issue ~~from~~Date. ~~August 28,~~Your ~~2008~~application will not be considered to ~~December 31,~~be ~~2008,~~in ~~Eagle~~Good ~~Life~~Order ~~incurred~~and your Contract will not be issued until your Premium ~~fees~~payments ~~under~~from ~~this~~all ~~agreement~~sources ofhave ~~$43,808~~been received by us.

When we issue the Contract, we will apply the rates, including Caps and Participation Rates, in effect on the date you signed the Contract application, as long as we issue the Contract within 37 days of the date you signed the application. If we issue the Contract more than 37 days after the date you signed the application, we will apply the ~~THE~~rates ~~COMPANY'S~~in ~~BUSINESS~~ place on the Issue Date, which will be made available to you at least seven days before your Issue Date, even if those rates are lower than the rates in place on the date you signed the application. If the rates in place on the Issue Date are lower than the rates in place at the time you signed the application and you are dissatisfied with those rates, you can cancel your Contract within 30 days of the Issue Date and have your Premium returned to you (or such higher amount as required by your state; see “Right to Examine,” below). There may be tax consequences if you cancel your Contract, so you should consult with your financial or tax professional before doing so. We will post new Caps and Participation Rates to our public website at [WEBSITE TO BE ADDED BY PRE-EFFECTIVE AMENDMENT] at least seven days prior to becoming effective.

~~Our~~33 business consists of the sale of individual fixed annuity products consisting of both unregistered traditional declared rate annuities and registered indexed annuities and, accordingly, we have only one business segment. Our business strategy is to earn predictable returns by managing investment spreads and investment risk. Additional information concerning our business may be found in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section on page .

Table of Annuity Market Overview Contents

~~Our~~Allocating ~~target~~Your ~~market~~Premium ~~includes~~Payment the group of individuals ages 45-75 who are seeking to accumulate tax-deferred savings. We believe that significant growth opportunities exist for annuity products because of favorable demographic and economic trends. According to the U.S. Census Bureau, there were 35 million Americans age 65 and older in 2000, representing 12% of the U.S. population. By 2030, this sector of the population is expected to increase to 20% of the total population. Our fixed annuity products are particularly attractive to this group as a result of the guarantee of principal with respect to those products, competitive rates of credited interest, tax-deferred growth and alternative payout options.

37You tell us how to apply your Premium payment by specifying in the Contract application your desired allocation (by percentage) among the Allocation Options. All allocations must be in whole percentages totaling 100%. We reserve the right to round amounts up or down to make whole percentages, and to reduce or increase amounts proportionally in order to total 100%. Your Premium payment will be allocated according to your instructions on the Contract’s Issue Date.

~~Table~~Right ofTo ~~Contents~~Examine

~~According~~ You may cancel the Contract without charge by returning it to ~~Advantage~~us ~~Group~~within ~~Associates~~20 days after you receive your Contract, ~~Inc~~or such longer period as may be required by your state., ~~total~~If ~~industry~~your ~~sales~~Contract is a replacement of ~~index~~an ~~annuities~~existing ~~increased~~annuity 6%contract, your right to ~~$26~~cancel is generally 30 days.~~8 billion~~ inIf ~~2008~~you cancel your Contract during this period, we will issue a refund, including all charges that may have been deducted from ~~$25~~your Contract and you will not be subject to a Withdrawal Charge.~~2 billion~~ inYour ~~2007~~state’s law will determine the amount you will receive. This amount will either be:

(a) Your ~~Strategy~~ Adjusted Daily Contract Value on the Business Day we receive your request, which may be more or less than your original Premium payment and will be determined based on application of the Market Value Adjustment and Option Value Adjustments;

~~Our~~(b) ~~business~~The ~~strategy~~amount ~~is to develop and grow our registered indexed annuity business and earn predictable returns by managing investment spreads and investment risk. Key elements~~ of ~~this~~your ~~strategy~~Premium ~~include~~payment; ~~the following:~~ or

~~Develop~~(c) ~~and~~The ~~Enhance~~greater ~~our Network~~ of ~~Selling Firms. We believe that successful relationships with affiliated and nonaffiliated broker-dealer selling firms will represent~~ (a) significant competitive advantage. Our objective is to develop the productivity and efficiency of this core distribution channel by focusing our marketing and recruiting efforts on those selling firms with registered representatives capable of selling $1 million or ~~more of annuity premium annually~~(b). We will be alert to on-going opportunities to establish relationships with selling firms, registered representatives and agents not presently associated with us and will provide all of our distributors with the highest quality service possible.

~~Continue~~If toyou ~~Introduce~~are ~~Innovative~~canceling ~~and~~your ~~Competitive~~Contract ~~Products. We~~because ~~intend to be at~~ the ~~forefront~~rates ~~of the fixed annuity industry~~ in ~~developing and introducing~~place ~~innovative~~on ~~and~~the ~~new~~Issue ~~competitive~~Date ~~products.~~are Welower ~~were~~than ~~one of~~ the ~~first~~rates ~~companies~~in toplace ~~offer~~at athe ~~registered~~time ~~index~~you ~~annuity~~signed ~~offering a choice among interest crediting strategies. We believe that our~~the ~~continued~~application, ~~focus~~then ~~on anticipating and being responsive to~~ the ~~product~~amount ~~needs~~you ~~of our policyholders~~ will ~~lead~~receive tois ~~increased~~determined ~~customer~~in ~~loyalty,~~accordance ~~revenues~~with ~~and profitability~~(c).

~~Use~~If ~~Expertise~~we ~~within~~are ~~our~~required ~~Holding Company System~~ to ~~Achieve~~return ~~Targeted~~the ~~Spreads~~amount onof ~~Annuity~~your Premium ~~Products. Within~~payment ~~our~~or ~~Holding~~the ~~Company~~greater ~~system,~~of ~~our affiliates have had~~ (a) or ~~successful~~(b) ~~track~~above, ~~record~~Eagle inLife ~~achieving~~will ~~targeted~~be ~~spreads~~subject ~~on annuity products. We intend~~ to ~~leverage~~the ~~this~~investment ~~experience~~risk ~~and~~if ~~expertise~~you ~~through~~cancel ~~personnel~~your weContract ~~share~~during ~~with our affiliates in managing~~ the ~~investment~~ ~~spread~~right ~~during a range of interest rate environments~~ to ~~achieve~~examine ~~our targeted spreads~~period.

~~Maintain~~The ~~our~~amount ~~Profitability~~of ~~Focus~~your ~~and~~refund ~~Improve~~may ~~Operating~~depend ~~Efficiency. We~~on ~~are~~if ~~committed~~your toContract ~~continuously~~is ~~working~~a toreplacement ~~improve~~of ~~our profitability~~another byinsurance ~~advancing the~~or ~~scope~~annuity ~~and~~contract. ~~sophistication~~If ofyour ~~our~~Contract ~~investment~~is ~~management~~an IRA and ~~spread~~you ~~capabilities~~cancel ~~and continuously seeking out operating efficiencies~~ within the ~~Holding~~first ~~Company~~7 ~~system.~~days, ~~Our~~you ~~Holding~~will ~~Company~~receive ~~system~~the ~~has made~~greater ~~substantial~~of ~~investments~~(a) or in(b) ~~technology~~above. ~~improvements~~After ~~that~~the ~~benefit~~first ~~our~~7 ~~business. For example~~days, weyour ~~have~~state’s ~~acquired~~law ~~and~~will ~~implemented~~determine ~~software~~the ~~designed~~amount toyou ~~enable~~will usreceive toas ~~operate~~described ~~in a paperless environment with respect to policy administration~~above.

~~Take~~For ~~Advantage~~a ofstate-by-state ~~the~~description ~~Growing Popularity~~ of ~~Index~~material ~~Products. We~~variations ~~believe that the growing popularity~~ of ~~index annuity products that~~ ~~credit~~this ~~interest~~Contract, ~~by reference~~including ~~to an external market index without~~ the ~~risk~~right ~~of loss of the premium deposit presents an attractive opportunity~~ to ~~grow~~examine ~~our business. We intend to capitalize on the reputation of our parent~~period, ~~American~~ ~~Equity~~see ~~Life,~~Appendix ~~a leading marketer of index annuities in this expanding segment of the annuity market~~A.

34 ~~Products~~

IndexTable Annuities. Index annuities are fixed annuities that allow policyholders to earn index credits based on reference to the performance of a particular index without the risk of loss of their principal. Most of these products allow policyholders to transfer funds once a year among several different crediting strategies, including one or more index based strategies and a traditional fixed rate strategy. Contents

~~The annuity~~8. ~~contract~~ALLOCATION value is equal to the sum of premiums paid, interest credited to a Fixed Value Option, and interest credited to Indexed Value Options ("index credits"), which, depending upon the crediting strategy selected, may be based upon an overall limit (or "cap rate") of the annual appreciation (based in certain situations on monthly point-to-point calculations) in a recognized index OPTIONS

38On the Issue Date, you must allocate your Premium among the available Allocation Options for the initial Segment Terms. When a Segment Term ends, you may transfer the funds in that Strategy Segment to one or more of the available Allocation Options or remain in the same Allocation Option for a subsequent Segment Term. You may not transfer funds out of an existing Strategy Segment prior to the Segment End Date.

~~Table~~See of“Transfer ~~Contents~~Requests” for additional information about transferring funds among the various Allocation Options.

~~or benchmark.~~Currently, ~~Cap~~the ~~rates~~Allocation ~~limit~~Options ~~the~~offered ~~amount~~under ofthe ~~annual~~Contract ~~interest~~are the ~~policyholder~~Fixed ~~may~~Account ~~earn~~and in23 ~~any~~Indexed ~~one~~Options. ~~contract~~The ~~year~~Fixed ~~and~~Account ~~may~~credits becompound ~~adjusted~~interest byat usa rate ~~annually~~that ~~subject~~is to guaranteed ~~minimums~~for a one-year Segment Term. ~~The~~Each ~~minimum~~Indexed ~~guaranteed surrender~~Option ~~values~~credits ~~are~~interest ~~equal~~determined toby ~~87.5%~~the performance of a particular Index and the ~~premium~~applicable ~~collected~~Crediting ~~plus~~Strategy. The interest credited at anthe end ~~annual~~of ~~rate~~a ~~ranging~~Segment ~~from~~Term 1%for any Indexed Option may be positive, negative, or equal to 3zero.~~5%.~~

~~Traditional~~Fixed ~~Declared~~Account Rate Annuities. Our traditional declared rate deferred annuities have an annual interest rate (the "crediting rate") that is guaranteed for the first policy year. After the first policy year, we have the discretionary ability to change the crediting rate once annually to any rate at or above a guaranteed minimum rate. The guaranteed minimum rate on our fixed rate deferred annuities ranges from 1% to 4%.

The ~~initial~~ ~~crediting~~Fixed ~~rate~~Account is ~~largely~~the aonly ~~function~~fixed-interest ofAllocation Option available under the ~~interest~~Contract. ~~rate~~The weSegment ~~can~~Term ~~earn~~for onthe ~~invested~~Fixed ~~assets~~Account ~~acquired~~is ~~with~~always ~~new~~one ~~annuity~~Contract ~~deposits~~Year beginning and ~~the~~ending ~~rates~~on ~~offered~~each Contract Anniversary. The Fixed Account credits compound interest based on ~~similar~~rates ~~products~~that are set and guaranteed by ~~our competitors.~~us ~~For~~each ~~subsequent~~Contract ~~adjustments~~Year. toWe ~~crediting~~will ~~rates,~~make weavailable ~~take~~the ~~into~~fixed ~~account~~interest rate for the ~~yield~~next onContract ~~our~~Year ~~investment~~at ~~portfolio,~~least seven ~~annuity~~days ~~surrender~~prior ~~assumptions,~~to ~~competitive~~each ~~industry~~Contract ~~pricing~~Anniversary. ~~and~~The ~~crediting~~interest rate ~~history~~ for ~~particular~~the ~~groups~~Fixed ofAccount ~~annuity~~will ~~policies~~never ~~with~~be ~~similar~~less ~~characteristics~~than the Minimum Guaranteed Interest Rate, as discussed below.

~~Withdrawal~~The ~~Options. Policyholders~~interest ~~are~~rate ~~typically~~for ~~permitted penalty-free withdrawals of up to 10% of~~ the ~~contract~~Fixed ~~value~~Account ~~annually~~for ~~after~~your ~~the~~ first ~~year,~~Contract ~~subject~~Year towill ~~limitations. Withdrawals in excess of allowable penalty-free amounts may~~ be ~~assessed~~set aforth ~~surrender~~in ~~charge~~your ~~and~~Contract. anAt ~~MVA~~least ~~during~~seven ~~the~~days ~~surrender~~prior ~~charge~~to ~~period.~~each ~~Surrender~~Contract ~~charges~~Anniversary, ~~are~~we ~~set~~will atmake ~~levels~~available ~~aimed at protecting us from loss on early terminations and reducing~~ the ~~likelihood of policyholders terminating their policies during periods of increasing~~ interest ~~rates. This~~rate ~~practice~~for ~~lengthens~~ the ~~effective~~Fixed ~~duration~~Account offor the ~~policy~~next ~~liabilities~~Contract ~~and enhances our ability to maintain profitability on such policies~~Year. ~~The~~You ~~policyholder~~ may ~~elect~~obtain ~~to take~~ the ~~proceeds~~new ofinterest ~~the annuity~~rate ~~either~~by incontacting aour ~~single~~Home ~~payment~~office or invisiting a[WEBSITE ~~series~~TO ofBE ~~payments~~ADDED ~~for~~BY PRE-EFFECTIVE ~~life, for a fixed number of years, or a combination of these payment options~~AMENDMENT].

~~Our index~~The ~~annuity~~effective ~~policies~~annual ~~have~~interest arate ~~lifetime~~for ~~income~~the ~~benefit~~Fixed ~~rider.~~Account ~~This~~may ~~rider~~change ~~provides~~each anContract Anniversary, ~~additional~~but ~~liquidity~~it ~~option~~will tonever ~~policyholders~~be ~~who~~lower ~~elect~~than tothe ~~receive~~Guaranteed aMinimum ~~guaranteed~~Interest ~~lifetime~~Rate ~~income from~~shown ~~their~~in ~~contract~~your ~~without~~Contract. ~~requiring~~The ~~them~~Guaranteed toMinimum ~~annuitize~~Interest ~~their~~Rate ~~contract~~will ~~value.~~never ~~The~~be ~~amount~~less ofthan the ~~lifetime~~minimum ~~income~~non-forfeiture ~~benefit~~rate ~~available~~required in the Contract’s state of issue on your Contract’s Issue Date. The minimum non-forfeiture rate is ~~determined~~calculated by ~~the~~us ~~growth~~based inon the ~~policy's~~Standard ~~income~~Nonforfeiture ~~account~~Law ~~value~~for Individual Deferred Annuities as ~~defined~~enacted in the ~~policy~~Contract’s state of issue. The Guaranteed Minimum Interest Rate is determined on your Issue Date and ~~the~~will ~~policyholder's~~not ~~age~~change atwhile your Contract remains active, even if the ~~time~~minimum non-forfeiture rate changes. The effective annual interest rate represents the ~~policyholder~~rate ~~elects~~of todaily ~~begin~~compounded ~~receiving~~interest ~~lifetime~~over ~~income~~a ~~benefit~~12-month ~~payments~~period. ~~Lifetime~~You ~~income~~bear ~~benefit~~the ~~payments~~risk ~~may~~that bewe ~~stopped~~will ~~and~~never ~~restarted at~~declare an interest rate for the ~~election~~Fixed ofAccount higher than the ~~policyholder~~Guaranteed Minimum Interest Rate.

Withdrawals from the Fixed Account are based on your Adjusted Daily Segment Value in the Fixed Account, but are also subject to minimum amounts required by state law. These minimum amounts only apply upon annuitization from the Fixed Account, payment of the Death Benefit upon death of the Owner, or a full Withdrawal of all funds in the Fixed ~~Investments~~ Account. We guarantee that if one of these events occurs, then the proceeds from the Fixed Account (the amount applied to Annuity Payments or paid for a Surrender or Death Benefit) will be at least equal to the minimums required by state law.

~~Investment~~Indexed ~~activities~~Options are an integral part of our business, and net investment income is a significant component of our total revenues. Profitability of our annuity products is significantly affected by spreads between interest yields on investments, the cost of options to fund the annual index credits on our index annuities and rates credited on the fixed value option strategy in the index annuities and the traditional declared rate annuities. We manage the index-based risk component of our index annuities by purchasing call options on the applicable indices to fund the annual index credits on these annuities and by adjusting the cap rates on policy anniversary dates to reflect the change in the cost of such options which varies based on market conditions. All options are purchased to fund the index credits on our index annuities on their respective anniversary dates, and new options are purchased at each of the anniversary dates to fund the next annual index credits. Credited rates on the fixed value option strategy in our index annuities may be changed from time to time, subject to minimum guarantees. Changes in cap rates and crediting rates in the fixed value option strategy on index annuities and crediting rates on traditional declared rate annuities may not be sufficient to maintain targeted investment spreads in all economic and market environments. In addition, competition and other factors, including the potential for increases in surrenders and withdrawals, may limit our ability

39Each Indexed Option is a combination of an Index, Segment Term and Crediting Strategy. Each Indexed Option credits interest based on the performance of a particular Index and according to the applicable Crediting Strategy.

~~Table~~We offer three categories of ~~Contents~~Indexed Options: Core Indexed Options, Dual Direction Indexed Options, and

~~to adjust~~35 ~~or to maintain cap rates and crediting rates at levels necessary to avoid narrowing of spreads under certain market conditions.~~

Table of Marketing Contents

~~Our~~ Enhanced ~~Holding~~Indexed ~~Company affiliate, American Equity Capital, Inc~~Options. ~~("American~~There ~~Equity~~are ~~Capital")~~currently is23 ~~the~~Indexed ~~principal~~Options ~~underwriter~~all ~~for~~together ~~our registered~~available ~~index~~under ~~annuity~~the ~~product~~Contract. ~~Our~~The ~~distribution~~table ~~strategy~~below ~~for~~lists ~~our~~the ~~registered~~Index, ~~index~~Crediting ~~annuities~~Strategy isand toSegment ~~enter~~Term ~~into selling agreements with broker-dealer selling firms~~ for ~~the~~each ~~sale~~ of ~~our products, and to~~the ~~concentrate~~Indexed ~~on building strong, long-term relationships with those selling firms and their registered representatives~~Options. We ~~emphasize~~expect ~~high quality service~~ to ~~our~~add ~~distributors~~ and ~~policyholders~~ ~~along~~remove ~~with~~Indexed ~~the~~Options ~~prompt~~from ~~payment~~time ~~of commissions~~ to ~~the selling firms~~time. We ~~focus~~will onalways aoffer ~~firm~~the ~~commitment~~following toIndexed ~~service~~Option: ~~with~~S&P 500® ~~innovative~~Index, ~~and~~1-Year ~~competitive~~Segment ~~products~~Term, ~~outstanding~~with ~~customer~~a ~~service, quality~~Cap ~~investments~~no ~~and~~lower ~~overall~~than ~~strength~~2. ~~This focus~~0%, ~~plus~~Participation ~~the~~Rate ~~strength~~no lower ofthan ~~the annuity product guarantees~~20.0%, ~~should~~and ~~attract~~Buffer ~~customers~~no ~~who~~lower ~~are~~than ~~seeking to increase their assets for retirement yet minimize risk to principal~~5%.

The availability of the Indexed Options may vary by selling broker-dealer. You should ~~Competition~~contact ~~and~~your ~~Ratings~~ financial professional to obtain information about the Indexed Options that are available to you.

WeAdditional ~~operate~~information about inthe aoperation ~~highly competitive industry. Many~~ of ~~our~~each ~~competitors~~Crediting ~~are~~Strategy ~~substantially~~employed ~~larger and enjoy substantially greater financial resources, higher ratings~~ by ~~rating~~the ~~agencies,~~Indexed ~~broader~~Options ~~and~~is ~~more~~provided ~~diversified~~under ~~product~~“Additional ~~lines~~Information ~~and~~About ~~more~~the ~~widespread~~Indexed ~~distribution~~Options ~~relationships.~~– ~~Our~~Crediting ~~annuity~~Strategies” products compete with index, traditional declared rate and variable annuities sold by other insurance companies and also with mutual fund products, traditional bank investments and other investment and retirement funding alternatives offered by asset managers, banks, and broker-dealersbelow. Our annuity products compete with products of other insurance companies, financial intermediaries and other institutions based on a number of features, including crediting rates, policy terms and conditions, service provided to distribution channels and policyholders, ratings, reputation and distribution compensation.

The selling firms which distribute our products may use the ratings assigned to an insurer by independent rating agencies as one factor in determining which insurer's annuity products to market. In recent years, the market for annuities has been dominated by those insurers with the highest ratings.

INDEXED OPTIONS

Crediting Strategy

Downside Protection

Segment Term

S&P 500^®

Index

Russell

2000^®

Index

MSCI EAFE

Index

S&P 500 Daily Risk

Control 15% Excess
Return Index

CORE INDEXED OPTIONS

Point-to-Point

with Cap

10% Buffer

1 Year

✓

N/A

20% Buffer

3 Year

✓

N/A

100% Buffer

1 Year

✓

N/A

Uncapped Point-to-Point with Participation Rate

10% Buffer

3 or 6 Year

✓

N/A

20% Buffer

6 Year

✓

N/A

DUAL DIRECTION INDEXED OPTIONS

Dual Direction

10% Buffer

6 Year

✓

N/A

ENHANCED INDEXED OPTIONS

Annual Point-to-Point with Protection Benefit

5% Buffer and

100% Protection over 6 Years

1 Year with

6 Year Protection Term

N/A

✓

Quarterly Point-to-Point with Protection Benefit

1.25% Buffer (Quarterly) and

20% Protection over 3 Years

1 Year with

3 Year Protection Term

N/A

✓

~~Financial strength~~36 ratings generally involve quantitative and qualitative evaluations by rating agencies of a company's financial condition and operating performance. Generally, rating agencies base their ratings upon information furnished to them by the insurer and upon their own investigations, studies and assumptions. Ratings are based upon factors of concern to policyholders, agents and intermediaries and are not directed toward the protection of investors and are not recommendations to buy, sell or hold securities.

In additionTable to the financial strength ratings, rating agencies use an "outlook statement" to indicate a medium or long-term trend which, if continued, may lead to a rating change. A positive outlook indicates a rating may be raised and a negative outlook indicates a rating may be lowered. A stable outlook is assigned when ratings are not likely to be changed. Outlooks should not be confused with expected stability of the issuer's financial or economic performance. A rating may have a "stable" outlook to indicate that the rating is not expected to change, but a "stable" outlook does not preclude a rating agency from changing a rating at any time without notice. Contents

~~During 2008, A~~9.~~M. Best~~ ~~and~~ADDITIONAL ~~Standard &~~INFORMATION ~~Poor's~~ABOUT ~~each~~THE ~~revised~~INDEXED its outlook for the U.S. life insurance sector to negative from stable. In January 2009, Standard & Poor's reiterated its negative outlook on the U.S. life insurance sector. Going forward, rating agencies may heighten the level of scrutiny they apply to insurance companies, may increase the frequency and scope of their credit reviews, and may adjust upward the capital and other requirements employed in the rating agency models for maintenance of certain ratings levels. OPTIONS

40Each Indexed Option has a Segment Term, an Index, and a Crediting Strategy. We offer three categories of Indexed Options: Core Indexed Options, Dual Direction Indexed Options, and Enhanced Indexed Options.

~~Table~~Core ofIndexed ~~Contents~~Options

~~A.M. Best Company~~Each ~~ratings~~of ~~currently~~the ~~range~~available ~~from~~Core ~~"A++"~~Indexed ~~(Superior)~~Options toutilizes ~~"F"~~a ~~(In~~point-to-point ~~Liquidation)~~Crediting Strategy, ~~and~~either ~~include~~with 16or ~~separate~~without ~~ratings~~a ~~categories~~Cap, to calculate interest credits. ~~Within~~Additional ~~these~~information ~~categories,~~about ~~"A++"~~how ~~(Superior)~~each ~~and "A+"~~Crediting ~~(Superior)~~Strategy ~~are~~works ~~the~~is ~~highest,~~provided ~~followed~~below. byYou ~~"A"~~can ~~(Excellent)~~select ~~and~~Core ~~"A-"~~Indexed ~~(Excellent)~~Options ~~then~~with ~~followed~~Segment byTerms ~~"B++"~~of ~~(Good)~~either ~~and~~one ~~"B+"~~year, ~~(Good).~~three ~~Publications~~years ofor Asix years.~~M. Best~~ ~~Company~~Some ~~indicate~~Core ~~that~~Indexed ~~the "A-"~~Options ~~rating~~provide ismore ~~assigned~~than toone ~~those~~Buffer ~~companies~~option. ~~that,~~Greater downside protection in ~~A.M. Best~~the ~~Company's~~form ~~opinion,~~of ~~have~~a ~~demonstrated~~higher anBuffer ~~excellent~~may ~~ability~~result toin ~~meet~~less ~~their~~upside ~~ongoing~~potential ~~obligations~~in tothe ~~policyholders~~form of a lower Cap or Participation Rate.

~~Standard & Poor's~~Core ~~insurer~~Indexed ~~financial~~Options ~~strength~~– ~~ratings~~1 ~~currently~~Year ~~range~~Segment ~~from~~Term "AAA (extremely strong)" to "R (under regulatory supervision)", and include 21 separate ratings categories, while "NR" indicates that Standard & Poor's has no opinion about the insurer's financial strength. Within these categories, "AAA" and "AA" are the highest, followed by "A" and "BBB". Publications of Standard & Poor's indicate that an insurer rated "BBB" is regarded as having good financial security characteristics, but is more likely to be affected by adverse business conditions than are higher rated insurers.

A.M. Best Company and Standard & Poor's review their ratings of insurance companies from time to time. There can be no assurance that any particular rating will continue for any given period of time or that it will not be changed or withdrawn entirely if, in their judgment, circumstances so warrant.



Index	Crediting Strategy	Buffer

S&P 500^® Index	Point-to-Point with Cap	10%
		100%

Russell 2000^® Index	Point-to-Point with Cap	10%
		100%

MSCI EAFE Index	Point-to-Point with Cap	10%
		100%

Core Indexed ~~Reinsurance~~ Options – 3 Year Segment Term

The Company has entered into a Coinsurance Agreement with our parent, American Equity Life under which we reinsure a quota share of risks under certain annuity policies issued by American Equity Life on or after September 1, 2009. Under this Agreement, we pay our quota share of the following: all policy benefits; commission and expense allowances; actual direct net cost of derivatives related to the policies; and all insurance taxes and charges. We also pay a risk-based capital ("RBC") charge related to the policies reinsured.



Index	Crediting Strategy	Buffer

S&P 500^® Index	Point-to-Point with Cap	20%
S&P 500^® Index	Uncapped Point-to-Point with Participation Rate	10%

Russell 2000^® Index	Point-to-Point with Cap	20%
Russell 2000^® Index	Uncapped Point-to-Point with Participation Rate	10%

MSCI EAFE Index	Point-to-Point with Cap	20%
MSCI EAFE Index	Uncapped Point-to-Point with Participation Rate	10%

Core Indexed ~~Regulation~~ Options – 6 Year Segment Term

Life insurance companies are subject to regulation and supervision by the states in which they transact business. State insurance laws establish supervisory agencies with broad regulatory authority, including the power to:



Index	Crediting Strategy	Buffer

S&P 500^® Index	Uncapped Point-to-Point with Participation Rate	10%
		20%

Russell 2000^® Index	Uncapped Point-to-Point with Participation Rate	10%
		20%

MSCI EAFE Index	Uncapped Point-to-Point with Participation Rate	10%
		20%

4137

~~Most states~~Dual ~~have~~Direction ~~enacted~~Indexed ~~regulations~~Options on the activities of insurance holding company systems, including acquisitions, extraordinary dividends, the terms of surplus notes, the terms of affiliate transactions and other related matters. We are registered pursuant to such legislation in Iowa. A number of state legislatures have also considered or have enacted legislative proposals that alter and, in many cases, increase the authority of state agencies to regulate insurance companies and holding company systems.

~~Most states,~~The ~~including~~Dual ~~Iowa~~Direction ~~where~~Indexed weOptions ~~are~~each ~~domiciled,~~utilize ~~have enacted legislation or adopted administrative regulations affecting~~ the ~~acquisition~~Dual ofDirection ~~control~~Crediting ofStrategy ~~insurance~~to ~~companies~~calculate asand ~~well~~credit ~~as transactions~~interest ~~between~~over ~~insurance~~a ~~companies~~six ~~and~~year ~~persons~~Segment ~~controlling them~~Term. The ~~nature and extent of such legislation and~~Dual ~~regulations~~Direction ~~currently~~Crediting inStrategy ~~effect~~is ~~vary~~designed ~~from state~~ to ~~state.~~provide ~~However,~~limited ~~most~~downside ~~states~~protection ~~require~~while ~~administrative~~also ~~approval~~allowing ofyou ~~the~~to ~~direct~~convert ora ~~indirect~~negative ~~acquisition~~Index ofReturn ~~10%~~(up orto ~~more of~~ the ~~outstanding~~Buffer) ~~voting~~into ~~securities of~~a anpositive ~~insurance~~interest ~~company incorporated in the state~~credit. ~~The~~Additional ~~acquisition~~information ofabout ~~10% of such securities is generally deemed to be~~ the ~~acquisition~~Dual ofDirection ~~"control" for the purpose of the holding company statutes and~~Crediting ~~requires~~Strategy ~~not~~utilized ~~only~~by the ~~filing~~Dual ofDirection ~~detailed~~Indexed ~~information~~Options ~~concerning~~is ~~the~~include ~~acquiring~~below ~~parties~~under ~~and~~“Crediting ~~the~~Strategies ~~plan~~– ofDual ~~acquisition,~~Direction ~~but~~Crediting ~~also administrative approval prior to the acquisition~~Strategy.” ~~In many states, the insurance authority may find that "control" in fact does not exist in circumstances in which a person owns or controls more than 10% of the voting securities.~~

~~Although the~~Dual ~~federal~~Direction ~~government~~Indexed ~~does~~Options ~~not~~– ~~directly~~6 ~~regulate~~Year ~~the~~Term business of insurance, federal legislation and administrative policies in several areas, including pension regulation, age and sex discrimination, financial services regulation, securities regulation and federal taxation can significantly affect the insurance business. In addition, legislation has been passed which could result in the federal government assuming some role in regulating insurance companies and which allows combinations between insurance companies, banks and other entities. Federal legislation may be introduced in 2009 significantly altering the regulation of insurance companies in the future.

State insurance regulators and the National Association of Insurance Commissioners ("NAIC") are continually reexamining existing laws and regulations and developing new legislation for the passage by state legislatures and new regulations for adoption by insurance authorities. Proposed laws and regulations or those still under development pertain to insurer solvency and market conduct and in recent years have focused on:


Index	Crediting Strategy	Buffer

S&P 500^® Index	Dual Direction	10%

Russell 2000^® Index	Dual Direction	10%

MSCI EAFE Index	Dual Direction	10%

~~The NAIC's~~Enhanced ~~RBC~~Indexed ~~requirements~~Options are intended to be used by insurance regulators as an early warning tool to identify deteriorating or weakly capitalized insurance companies for the purpose of initiating regulatory action. The RBC formula defines a minimum capital standard which supplements low, fixed minimum capital and surplus requirements previously implemented on a state-by-state basis. Such requirements are not designed as a ranking mechanism for adequately capitalized companies.

42The Enhanced Indexed Options automatically include the Protection Benefit which provides additional protection from loss over a Protection Term that spans multiple one year Segment Terms. You can select an Enhanced Indexed Option with either a three-year or six-year Protection Term. The Enhanced Indexed Option with a three-year Protection Term consists of three consecutive one-year Segment Terms. Interest is credited each Quarterversary during each one-year Segment Term. The Enhanced Indexed Option with a six-year Protection Term consists of six consecutive one-year Segment Terms. Interest is credited at the end of each one-year Segment Term. At the end of either the three or six-year Protection Term, you will receive a Protection Credit if your Segment Crediting Base is less than your Protection Credit Base. Additional information about the Protection Benefit within the Enhanced Indexed Options is included below under “Protection Benefit.”

~~Table~~Enhanced ofIndexed ~~Contents~~Option – 3 Year Protection Term

The NAIC's RBC requirements provide for four levels of regulatory attention depending on the ratio of a company's total adjusted capital to its RBC. Adjusted capital is defined as the total of statutory capital, surplus, asset valuation reserve and certain other adjustments. Calculations using the NAIC formula at December 31, 2008, indicated that our ratio of total adjusted capital to the highest level at which regulatory action might be initiated was 842%.


Index	Crediting Strategy	Buffer

S&P 500^® Daily Risk Control 15% Excess Return Index	Quarterly Point-to-Point	10%

~~We also~~Enhanced ~~may~~Indexed beOptions ~~required,~~– ~~under~~6 ~~the~~Year ~~solvency~~Protection orTerm guaranty laws of most states in which we do business, to pay assessments up to certain prescribed limits to fund policyholder losses or liabilities of insolvent insurance companies. These assessments may be deferred or forgiven under most guaranty laws if they would threaten an insurer's financial strength and, in certain instances, may be offset against future premium taxes. Assessments related to business reinsured for periods prior to the effective date of the reinsurance are the responsibility of the ceding companies.

Federal Income Tax


Index	Crediting Strategy	Buffer

S&P 500^® Daily Risk Control 15% Excess Return Index	Annual Point-to-Point	10%

~~The~~38 annuity products that we market generally provide the policyholder with a federal income tax advantage, as compared to certain other savings investments such as certificates of deposit and taxable bonds, in that federal income taxation on any increases in the contract values (i.e., the "inside build-up") of these products is deferred until it is received by the policyholder. With other savings investments, the increase in value is generally taxed each year as it is realized.

From timeTable to time, various tax law changes have been proposed that could have an adverse effect on our business, including the elimination of all or a portion of the income tax advantage described above for annuities. If legislation were enacted to eliminate the tax deferral for annuities, such a change may have an adverse effect on our ability to sell non-qualified annuities. Non-qualified annuities are annuities that are not sold to an individual retirement account or other qualified retirement plan. Contents

~~We are~~Segment ~~taxed~~Term under the life insurance company provisions of the IRC. Provisions in the IRC require a portion of the expenses incurred in selling insurance products to be capitalized and deducted over a period of years, as opposed to being immediately deducted in the year incurred. This provision increases the current income tax expense charged to gain from operations for statutory accounting purposes which reduces statutory net income and surplus and, accordingly, may decrease the amount of cash dividends that may be paid by our life subsidiaries.

The Segment ~~Employees~~ Term for an Indexed Option is either one, three or six years. Segment Terms always begin and end on a Contract Anniversary.

WeIndexes do not currently have any employees. Our operational needs are met by American Equity Life and certain of its direct and indirect wholly-owned subsidiaries, pursuant to various service, investment management, administrative, selling, and distribution agreements, or by third party service providers under separate agreements. Certain agreements with American Equity Life are discussed in the "Transactions with Related Persons, Promoters, and Certain Control Persons" section on page . Under the agreements with American Equity Life and its subsidiaries, we reimburse American Equity Life (and American Equity Life reimburses its applicable subsidiaries) for all costs associated with providing these services. We believe that such services are most efficiently performed in this manner to meet our operational needs and that we, thereby, avoid duplicate costs among us, American Equity Life, and its applicable subsidiaries.

43Currently, each Indexed Option credits interest based on the performance of one of the following Indexes, each covering different asset classes. Not all Indexes are available with each Crediting Strategy. There are risks associated with each of these Indexes. See “Contract Risk Factors – Index Risk” for more information about these risks.

~~Table~~• S&P 500® Index (SPX). Widely regarded as the best gauge of ~~Contents~~the U.S. stock market, this world-renowned index tracks the performance of 500 large companies in leading industries of the U.S. economy. The S&P 500® Index is a price return index and the performance of the Index does not reflect any dividends or distributions paid by the component companies included in this Index.

• Russell ~~POTENTIAL~~2000® ~~RISK~~Index ~~FACTORS~~(RTY). ~~THAT~~The ~~MAY~~Russell ~~EFFECT~~2000® ~~FUTURE~~Index ~~RESULTS~~ measures the performance of the small-cap segment of the U.S. equity universe. It is a subset of the Russell 3000® Index and includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership. The Russell 2000® Index is a price return index and the performance of the Index does not reflect any dividends or distributions paid by the component companies included in this Index.

• ~~The~~MSCI ~~current~~EAFE ~~financial~~Index ~~crisis~~(MXEA). ~~has~~MSCI ~~resulted~~EAFE inIndex ~~unprecedented~~is ~~levels~~an ofequity ~~market~~index ~~volatility~~that captures large and anmid-cap ~~overall~~representation ~~deterioration~~across 21 developed markets around the world, including Europe, Australasia and the Far East, excluding the United States and Canada. The Index covers approximately 85% of the free float-adjusted market capitalization in each of the ~~debt~~21 countries. The MSCI EAFE Index is a price return index and ~~equity~~the ~~markets~~performance ~~which~~of ~~could~~the ~~adversely affect~~Index usdoes ifnot ~~these~~reflect ~~conditions~~any ~~continue~~dividends or ~~deteriorate~~distributions ~~further~~paid by the component companies included in ~~2009~~this Index.

~~Markets~~• inS&P ~~the~~500® ~~United~~Daily ~~States~~Risk ~~and~~Control ~~elsewhere~~15% ~~have~~Excess ~~been~~Return ~~experiencing~~Index ~~extreme~~(SPXT15UE). ~~volatility~~The ~~and~~S&P ~~disruption~~500® ~~for~~Daily ~~more~~Risk ~~than~~Control ~~12 months,~~15% ~~due in~~Excess ~~part~~Return toIndex ~~the~~is ~~financial~~designed ~~stresses~~to ~~affecting~~provide ~~the~~exposure ~~liquidity~~to of the ~~banking~~S&P ~~system~~500® ~~and~~Total ~~the~~Return ~~financial~~Index ~~markets.~~while Inmaintaining ~~recent~~a ~~months,~~targeted ~~this~~ volatility ~~and~~of ~~disruption has reached unprecedented levels~~15%. ~~The~~Volatility ~~United States~~is ~~has entered into~~ a ~~severe~~measurement ~~recession~~of ~~that~~the isvariability ~~likely~~of toreturns ~~persist well into~~ and ~~perhaps~~is ~~through~~calculated ~~and~~based ~~even beyond 2009. These circumstances have also exerted downward pressure~~ on ~~stock~~historical ~~prices~~performance ~~and reduced~~using ~~access~~weightings to ~~the~~give ~~equity~~more ~~and~~significance ~~debt~~to ~~markets~~recent ~~for certain issuers~~observations. ~~The~~In ~~prolonged and severe disruptions in the public debt and equity markets (including~~addition, ~~among~~short ~~other things, widening of credit spreads, bankruptcies,~~ and ~~government~~long-term ~~intervention~~measures ~~in a number~~ of ~~large~~volatility ~~financial~~are ~~institutions)~~used ~~may~~to ~~result~~cause inthe ~~us recognizing significant other than temporary impairment losses.~~ Index

~~There may~~39 be pressure on our capital position during 2009 if market conditions continue to deteriorate resulting in other than temporary impairments. This may result in us needing to raise additional capital to sustain our current business in force and new sales of our annuity products, which may be difficult under current market conditions.

Table Governmental initiatives intended to alleviate the current financial crisis that have been adopted may not be effective and, in any event, may be accompanied by other initiatives, including new capital requirements or other regulations, that could materially affect our results of operations, financial condition and liquidity in ways that we cannot predict. Contents

~~We are subject~~ to ~~extensive~~deleverage ~~laws~~quickly, ~~and~~but ~~regulations~~increase ~~that~~exposure ~~are~~more ~~administered~~gradually ~~and~~on ~~enforced~~a byrelative abasis. ~~number~~The ofreturns ~~different~~on ~~regulatory~~this ~~authorities including~~Index ~~state~~have ~~insurance~~two ~~regulators,~~components: the ~~NAIC~~S&P ~~and~~500® ~~the~~Total ~~Securities~~Return Index and ~~Exchange~~a ~~Commission~~cash component. InWhen ~~light~~volatility ofincreases, the ~~current~~Index ~~financial~~moves ~~crisis,~~out ~~some~~ of ~~these~~the ~~authorities~~S&P ~~are~~500® orTotal ~~may~~Return inIndex ~~the~~and ~~future~~into ~~consider enhanced~~cash. orConversely, ~~new~~if ~~regulatory~~volatility ~~requirements~~decreases, ~~intended~~the toIndex ~~prevent~~moves ~~future~~more ~~crises~~weight orinto ~~otherwise assure~~ the ~~stability~~S&P of500® ~~institutions~~Total ~~under~~Return ~~their~~Index ~~supervision.~~and ~~These~~less ~~authorities~~in ~~may~~cash. ~~also~~If ~~seek~~the tovolatility ~~exercise~~of ~~their supervisory~~the orS&P ~~enforcement~~500® ~~authority~~Total inReturn ~~new~~Index orfalls ~~more~~below ~~robust~~the ~~ways.~~targeted ~~All~~level, ofthe ~~these~~exposure ~~possibilities,~~to ifthe ~~they~~Index ~~occurred,~~ could ~~affect~~be ~~the~~leveraged, ~~way~~if wedesired. ~~conduct~~As ~~our~~an ~~business~~excess ~~and~~return ~~manage our capital~~index, ~~and~~the ~~may~~return ~~require~~will ~~us to~~be ~~satisfy~~the ~~increased~~equal ~~capital~~to ~~requirements,~~the ~~any~~total return of ~~which~~the inS&P ~~turn~~500® ~~could~~Daily ~~materially~~Risk ~~affect~~Control ~~our~~15% ~~results~~Excess ofReturn ~~operations~~Index, ~~financial~~less ~~condition~~the ~~and~~borrowing ~~liquidity~~cost.

The ~~markets~~S&P in500® Total Return Index (SPXT) represents the ~~United~~total ~~States~~return ~~and~~earned ~~elsewhere~~on ~~have~~a portfolio ~~been~~that ~~experiencing~~tracks ~~unprecedented~~the ~~levels~~S&P of500® ~~market~~Index ~~volatility~~(“SPX”), and ~~disruption.~~reinvests Wedividends ~~are~~in ~~exposed~~the toS&P ~~significant~~500® ~~financial~~Index, ~~and~~not in the specific ~~capital~~stock ~~risk,~~paying ~~including~~the ~~changing~~dividend. ~~interest~~In ~~rates~~the S&P 500® Index, ~~credit~~changes ~~spreads~~in ~~and~~the ~~equity~~index ~~prices~~level ~~which~~reflect ~~may~~changes ~~have~~in anstock ~~adverse~~prices. ~~affect~~In onthe ~~sales~~S&P of500® Total ~~our~~Return ~~products~~Index, ~~profitability,~~changes in the index level reflect both movements in stock prices and ~~our~~the ~~investment~~dividend ~~portfolio~~reinvestment.

~~Future~~New ~~changes~~or inDiscontinued ~~interest rates~~Indexes, ~~credit spreads and equity and bond indices may result in fluctuations in the income derived from our~~ ~~investments.~~Indexed ~~These~~Options ~~and other factors due to the current recession could have a material adverse effect on our financial condition, results of operations~~ or ~~cash~~Crediting ~~flows.~~Strategies

~~Our interest~~We ~~rate~~reserve ~~risk~~the isright ~~related~~ to ~~market~~add, ~~price~~remove ~~and~~or ~~changes~~replace any Indexed Option, Index, or Crediting Strategy in ~~cash~~the ~~flow~~future, subject to any necessary regulatory approvals. ~~Substantial~~If ~~and~~we ~~sustained~~replace ~~increases~~an ~~and~~Index, ~~decreases~~this will not cause a change in ~~market~~the ~~interest~~Cap, ~~rates~~Participation ~~can~~Rate ~~materially~~or ~~and~~Buffer ~~adversely~~for ~~affect~~ the ~~profitability~~current ofSegment ~~our~~Term. ~~products~~Adding, ~~our~~replacing ~~ability~~or toremoving ~~earn~~an ~~predictable~~Index ~~returns,~~does not cause a change in the ~~fair~~Buffer because ~~value~~that ofelement ~~our~~does ~~investments~~not ~~and~~change ~~the~~while ~~reported~~we ~~value~~continue ofto ~~stockholders'~~offer ~~equity~~that Indexed Option. AAny ~~rise~~new inIndexed ~~interest~~Options ~~rates,~~based inon the ~~absence~~ performance of ~~other~~a ~~countervailing~~newly ~~changes~~added Index will have a new Buffer and Cap or Participation Rate, provided that a Cap will ~~increase~~never be lower than the ~~unrealized~~Guaranteed ~~loss~~Minimum ~~position~~Cap, ofa ~~our~~Participation ~~investment~~Rate ~~portfolio.~~will ~~With~~never ~~respect~~be lower than the Guaranteed Minimum Participation Rate, and the Buffer will never be lower than 1.0%. Changes to ~~our~~the ~~available~~Caps ~~for sale~~or ~~fixed~~Participation ~~maturity~~Rates, ~~securities~~if any, ~~such~~occur ~~declines~~at inthe ~~value~~start of the next Segment Term. If we add or remove an Index (~~net~~as ofopposed ~~income~~to ~~taxes~~replacing ~~and~~an ~~certain~~Index ~~adjustments~~with ~~for~~another ~~assumed~~Index), the changes inwill ~~amortization~~not ofbe ~~deferred~~effective ~~policy~~for ~~acquisition~~your ~~costs~~Contract ~~and~~until ~~deferred~~the ~~sales inducements)~~start ~~reduce~~of ~~our~~the ~~reported~~next ~~stockholders'~~Segment ~~equity~~Term.

44We may remove or replace an Index if it is discontinued, if the calculation of the Index is substantially changed, or if we are otherwise unable to utilize the Index. We may do so at the end of a Segment Term or during a Segment Term. We will notify you in writing before we replace an Index.

~~Table~~If we replace an Index, we will endeavor to select a new Index that is similar to the old Index. In making this evaluation, we will look at factors such as asset class, Index composition, strategy or methodology inherent to the Index and Index liquidity. If we replace an Index during a Segment Term, we will calculate the Index Return using the old Index from the Segment Start Date until the replacement date. After the replacement date, we will calculate the Index Return using the new Index, but with a modified start of ~~Contents~~Segment Term value for the new Index. The modified starting Segment Term value for the new Index will reflect the Index Return for the old Index from the start of the Segment Term to the replacement date.

Credit and cash flow assumption risk is the risk that issuers of securities, mortgagees on mortgage loans or other parties, including reinsurers and derivatives counterparties, default on their contractual obligations or experience adverse changes to their contractual cash flow streamsExample. WeThis ~~attempt~~example toshows ~~minimize~~how ~~the~~we ~~adverse~~would ~~impact~~calculate of this risk by monitoring portfolio diversification by asset class, creditor, industry, and by complying with investment limitations governed by state insurance laws and regulations as applicable. We also consider all relevant objective information available in estimating the ~~cash~~Index ~~flows~~Return ~~related~~during toa ~~asset-backed~~Segment ~~securities.~~Term Weduring ~~monitor~~which ~~and~~an ~~manage~~Index ~~exposures~~was ~~to determine whether securities are impaired or loans are deemed uncollectible~~replaced.

~~Disintermediation risk~~Index isReturn the risk that our policyholders may surrender all or part of their contracts in a rising interest rate environment, which may require us to sell assets in an unrealized loss position. Sustained declines in long-term interest rates may result in increased redemptions of our fixed income securities that have call features. We have reinvestment risk related to these redemptions to the extent we cannot reinvest the net proceeds in assets with credit quality and yield characteristics similar to or better than those of the redeemed bonds. We have a certain ability to mitigate this risk by lowering crediting rates on ~~our~~replacement ~~products~~date ~~subject~~for toold ~~certain~~Index ~~restrictions as discussed below.~~

Our exposure to credit spreads is related to market price and changes in cash flows related to changes in credit spreads. If credit spreads continue to widen significantly, this could lead to other than temporary impairments. If credit spreads tighten significantly, this will reduce net investment income associated with new purchases of fixed maturity securities.


Old Index Price at beginning of Segment Term		100
Old Index Price on replacement date		103
Index Return for old Index on replacement date		(103 /100) - 1 = 3%

~~We are~~This ~~subject~~3% toIndex ~~the~~Return ~~risk~~on ~~that~~ the ~~issuers~~replacement ofdate ~~our~~is ~~fixed~~then ~~maturity~~used ~~securities~~to ~~and~~calculate ~~other~~the ~~debt~~modified ~~securities~~beginning ~~will~~of ~~default on principal and interest payments, particularly if a major downturn~~Segment inTerm ~~economic~~Index ~~activity~~Price ~~occurs.~~for Anthe ~~increase~~new ~~in defaults on our fixed maturity securities could harm our financial strength and reduce our profitability~~index.

~~We use~~40 derivative instruments to fund the annual credits on our index annuities. We purchase derivative instruments, consisting primarily of one-year call options, from a number of counterparties. Our policy is to acquire such options only from counterparties rated "A-"or better by a nationally recognized rating agency and the maximum credit exposure to any single counterparty is subject to concentration limits. If our counterparties fail to honor their obligations under the derivative instruments, our revenues may not be sufficient to fund the annual index credits on our index annuities. Any such failure could harm our financial strength and reduce our profitability.

A keyTable component of our net income is the investment spread. A narrowing of investment spreads may adversely affect operating results. Although we have the right to adjust interest crediting rates on most products, changes to crediting rates may not be sufficient to maintain targeted investment spreads in all economic and market environments. In general, our ability to lower crediting rates is subject to a minimum crediting rate filed with and approved by state regulators. In addition, competition and other factors, including the potential for increases in surrenders and withdrawals, may limit our ability to adjust or maintain crediting rates at levels necessary to avoid the narrowing of spreads under certain market conditions. Our policy structure generally provides for resetting of policy crediting rates from time to time and imposes surrender charges for certain withdrawals during the surrender charge period. Contents

~~Managing the~~Modified ~~investment~~start ~~spread~~of onSegment ~~our~~Term ~~index~~Index ~~annuities~~Price ~~is more complex than it is~~ for ~~traditional~~new ~~declared rate annuity products. We manage the~~ index~~-based~~ risk component of our index annuities by purchasing call options on the applicable indices to fund the annual index credits on these annuities and by adjusting the cap rates on policy anniversary dates to reflect changes in the cost of such options which varies based on market conditions. The price of such options generally increases with increases in the volatility in the indices and interest rates, which may either narrow the spread or cause us to lower cap rates. Thus, the volatility of the indices adds an additional degree of uncertainty to the profitability of the index products. We attempt to mitigate this risk by resetting cap rates on the policy anniversaries.


Index Return for old Index on replacement date		3%
Index Price for new index on replacement date		1000
Modified start of Segment Term Index Price for new index		1000 /(100% + 3%) = 970.87

~~Table~~The Index Return calculation for that Segment Term is then based on the change between the modified start of ~~Contents~~Segment Term Index Price for the new index, and the end of Segment Term Index Price for the new index.

Additional ~~Our~~Index information, ~~valuation~~including ofdisclaimers, ~~fixed maturity and equity securities~~ may ~~include~~be ~~methodologies,~~found ~~estimates~~in ~~and~~Appendix ~~assumptions~~C. ~~which~~The ~~are subject to differing interpretations and could result in changes to~~ investment ~~valuations~~risks ~~that~~associated ~~may~~with ~~materially~~the ~~adversely~~Indexes ~~affect~~are ~~our~~discussed ~~results~~under ofthe ~~operations~~section ortitled ~~financial~~“Index ~~condition~~Risk. ”

~~Fixed~~Crediting ~~maturity~~Strategies securities and equity securities are reported at fair value in our consolidated balance sheets. During periods of market disruption including periods of significantly rising or high interest rates, rapidly widening credit spreads or illiquidity, it may be difficult to value certain of our securities if trading becomes less frequent and/or market data becomes less observable. Prices provided by independent broker quotes or independent pricing services that are used in the determination of fair value can vary significantly for a particular security. There may be certain asset classes that were in active markets with significant observable data that become illiquid due to the current financial environment. As such, valuations may include inputs and assumptions that are less observable or require greater judgment as well as valuation methods that require greater judgment. Further, rapidly changing and unprecedented credit and equity market conditions could materially impact the valuation of securities as reported in our consolidated financial statements and the period-to-period changes in value could vary significantly. Decreases in value may have a material adverse effect on our results of operations or financial condition.

Each WeIndex-linked ~~face~~Crediting ~~potential~~Strategy ~~competition~~calculates ~~from~~and ~~companies~~credits ~~that~~interest ~~have~~based ~~greater~~on ~~financial~~the ~~resources,~~performance ~~broader arrays~~ of ~~products,~~an ~~higher~~Index. ~~ratings~~Interest ~~and~~is ~~stronger~~calculated ~~financial~~by ~~performance,~~multiplying ~~which~~the ~~may~~Segment ~~impair~~Crediting ~~our~~Base ~~ability~~by tothe ~~attract~~Crediting ~~new~~Rate. ~~customers~~The ~~and~~Crediting ~~maintain~~Rate ~~our~~is ~~profitability~~the ~~and~~Index ~~financial~~Return, ~~strength~~adjusted for any applicable Cap, Participation Rate, and Buffer.

We Calculating ~~operate~~the inIndex aReturn. ~~highly~~Each ~~competitive~~Indexed ~~industry.~~Option ~~Many~~uses ofa ~~our~~“point-to-point” ~~competitors~~method ~~are~~for ~~substantially~~calculating ~~larger~~the ~~and~~Index ~~enjoy~~Return. ~~substantially~~A “Point-to-Point” ~~greater~~method ~~financial resources,~~compares ~~higher~~the ~~ratings~~Index byPrice ~~rating~~on ~~agencies,~~the ~~broader~~first and ~~more~~last ~~diversified~~day ~~product~~of ~~lines~~the ~~and~~interest ~~more~~crediting ~~widespread agency relationships~~period. ~~Our~~For ~~annuity~~all ~~products~~Crediting ~~compete~~Strategies ~~with~~except ~~index,~~the ~~traditional~~quarterly ~~declared~~point-to-point ~~rate and variable annuities sold by other insurance companies and also~~ with ~~mutual fund products~~Buffer, ~~traditional~~the ~~bank~~interest ~~investments~~crediting ~~and~~period ~~other~~is ~~retirement~~the ~~funding~~same ~~alternatives~~as ~~offered~~the bySegment ~~asset~~Term. ~~managers,~~The ~~banks and~~quarterly ~~broker~~point-~~dealers.~~to-point ~~Our~~Crediting ~~insurance~~Strategy ~~products~~calculates ~~compete~~the ~~with~~Index ~~those~~Return ofon ~~other~~each ~~insurance~~Quarterversary ~~companies,~~during ~~financial~~the ~~intermediaries~~Segment ~~and~~Term, ~~other~~measuring ~~institutions~~the ~~based~~percentage onchange ain ~~number~~the ofIndex ~~factors,~~Price ~~including premium rates, policy~~between ~~terms~~the ~~and~~first ~~conditions,~~day ~~service~~of ~~provided~~each toContract ~~distribution~~Quarter ~~channels~~ and ~~policyholders,~~the ~~ratings~~last byday ~~rating~~of ~~agencies,~~the ~~reputation~~same ~~and~~Contract ~~commission structures~~Quarter.

~~Our ability~~Example: toAssume ~~compete~~that ~~depends~~you inallocate ~~part~~funds onto ~~rates~~an ofIndexed Option ~~interest~~using ~~credited~~the toS&P ~~policyholder~~500® ~~account~~Index ~~balances~~and orbetween the ~~parameters~~Segment ~~governing~~Start Date and Segment End Date, the ~~determination~~value of ~~index~~the ~~credits~~securities ~~which~~comprising isthe ~~driven by~~S&P ~~our~~500® ~~investment~~increases ~~performance~~by 7%. WeThere ~~will~~would ~~not~~ be ~~able~~a topositive ~~accumulate~~Index ~~and~~Return ~~retain~~of ~~assets~~7% ~~under~~for ~~management~~that ~~for~~Indexed ~~our~~Option ~~products~~for ifthe ~~our~~Segment ~~investment~~Term. ~~results~~If ~~underperform~~instead the ~~market~~S&P 500® ordecreased ~~the~~by ~~competition~~7%, ~~since~~there ~~such~~would ~~under performance~~be ~~likely~~a ~~would~~7% ~~result~~negative inIndex ~~asset~~Return ~~withdrawals~~for ~~and~~the ~~reduced~~Indexed ~~sales~~Option for the Segment Term.

~~We compete~~Calculating ~~for~~the ~~distribution~~Crediting ~~sources for our products~~Rate. WeAfter ~~believe~~the ~~that~~Index ~~our~~Return ~~success~~is incalculated ~~competing~~at ~~for~~the ~~distributors~~end ~~depends~~of onthe ~~factors~~Segment ~~such~~Term as(or ~~our~~on ~~financial strength,~~ the ~~services we provide~~Quarterversary ~~to,~~for ~~and~~ the ~~relationships~~Quarterly ~~we develop with these distributors and offering competitive commission structures. Our distributors are generally free~~ point-to-point ~~sell~~Crediting ~~products from whichever providers they wish~~Strategy), ~~which~~ ~~makes~~we itthen ~~important~~apply ~~for~~a usParticipation toRate, ~~continually~~Cap, ~~offer distributors products~~ and ~~services they find attractive. If our products~~ /or ~~services fall short of distributors' needs~~Buffer, wedepending ~~may~~on ~~not~~the bespecific ~~able~~Crediting ~~to establish~~Strategy, ~~and maintain satisfactory relationships with distributors of our annuity products. Our ability to compete will also depend~~ in ~~part~~order ~~on our ability~~ to ~~develop innovative new products and bring~~ ~~them~~calculate ~~to market more quickly than our competitors. In order for us to compete in~~ the ~~future,~~Crediting ~~we will need to continue to bring innovative products to market in a timely fashion~~Rate. ~~Otherwise, our revenues and profitability could suffer.~~

~~National~~Participation Rate. The Participation Rate represents the ~~banks,~~percentage ~~with~~of ~~pre-existing~~any ~~customer~~positive ~~bases~~Index Return that will be used to calculate the Crediting Rate for ~~financial~~a ~~services~~given ~~products~~Segment Term. The Participation Rate is a percentage, ~~may~~which ~~increasingly~~can ~~compete~~be ~~with~~more, ~~insurers~~less or equal to 100%, asthat ais ~~result~~multiplied ofby ~~legislation~~the ~~removing~~positive ~~restrictions~~Index onReturn to ~~bank~~determine ~~affiliations~~the ~~with~~interest ~~insurers.~~that ~~This~~would ~~legislation,~~be ~~the~~credited ~~Gramm~~for a given Segment Term for a point-~~Leach~~to-~~Bliley~~point ~~Act~~Index ofSegment. ~~1999,~~We ~~permits~~will ~~mergers~~not ~~that~~apply ~~combine~~a ~~commercial~~Participation ~~banks,~~Rate if the Index Return is less than zero.

46• If the Participation Rate is greater than 100%, it will increase your upside potential when there is a positive Index Return. For example, if your Participation Rate is 120%, we will multiply any positive Index Return by 120%

~~Table~~• If the Participation Rate is less than 100%, it will decrease your upside potential when there is a positive Index Return. For example, if your Participation Rate is 90%, we will apply only 90% of ~~Contents~~the positive Index Return.

~~insurers and~~• ~~securities~~If ~~firms under one holding company. Until passage of~~ the ~~Gramm-Leach-Bliley~~Participation ~~Act,~~Rate ~~prior~~is ~~legislation~~equal ~~had limited the ability of banks~~ to ~~engage~~100%, init ~~securities-related~~will ~~businesses~~neither ~~and had~~increase ~~restricted~~nor ~~banks~~decrease ~~from~~your ~~being~~upside ~~affiliated with insurance companies~~potential. ~~The~~If ~~ability~~your ofParticipation ~~banks~~Rate tois ~~increase~~100%, ~~their~~we ~~securities-related~~will ~~business~~apply orthe toamount ~~affiliate with insurance companies may materially and adversely affect sales~~ of ~~all of our products by substantially increasing~~ the ~~number~~positive ~~and~~Index ~~financial strength of our potential competitors~~Return.

41 ~~We may experience volatility in net income due to accounting standards for derivatives.~~

PursuantTable to Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"), as amended, all of our derivative instruments, including certain derivative instruments embedded in other contracts, are recognized in the balance sheet at their fair values and changes in fair value are recognized immediately in earnings. This impacts certain revenues and expenses we report for our index annuity business as follows: Contents

~~The application~~In ofno ~~SFAS 133~~event inwill ~~future~~a ~~periods~~Participation toRate ~~our~~be ~~index~~lower ~~annuity~~than ~~business~~the ~~may~~Guaranteed ~~cause~~Minimum ~~substantial~~Participation ~~volatility in our reported net income~~Rate.

The Participation Rates for your initial Segment Terms will be set forth in your Contract and will be disclosed to you at the time you apply for a Contract. The Participation Rates applicable to the first Segment Term will not change for 37 days from the date you sign your application. If we doissue ~~not~~the ~~manage~~Contract ~~our~~more ~~growth~~than ~~effectively~~37 days after the date you signed the application, ~~our~~we ~~financial~~will ~~performance~~apply ~~could~~the rates in place on the Issue Date and those rates will be ~~adversely~~made ~~affected;~~available ~~our~~at ~~historical~~least ~~growth~~seven days prior to the Issue Date. If the rates ~~may~~in ~~not~~place beon ~~indicative~~the Issue Date are lower than the rates in place at the time you signed the application and you are dissatisfied with those rates, you can cancel your Contract within 30 days of ~~our~~the ~~future~~Issue ~~growth~~Date and have your Premium returned to you (or such higher amount as required by your state; see “Purchasing Your Contract – Right to Examine. ”). At least seven days before the end of each Segment Term, we will make available the Participation Rates for the next Segment Term.

WeThe ~~intend~~following toexamples ~~grow~~illustrate ~~our company by entering into selling agreements with affiliated and unaffiliated broker-dealers, recruiting~~how ~~independent registered representatives of those broker-dealers, increasing~~ the ~~productivity~~Crediting ofRate ~~the~~is ~~existing~~calculated ~~distribution~~under ~~force,~~a ~~expanding~~Crediting ~~our~~Strategy distribution network, developing new products, expanding into new product lines, and continuing to develop new incentives for our distribution force. Growth will impose significant responsibilities on our management, including the need to identify, recruit, maintain and integrate additional employees, including management. There can be no assurance that weutilizes will be successful in expanding our business or that our systems, procedures and controls will be adequate to support our operations as they expand. In addition, due to our anticipated growth and resulting increased size, it may be necessary to expand the scope of our investing activities to asset classes in which we have not invested or have not had significant exposure. If we are unable to adequately manage our investments in these classes, our financial condition or operating results in the future may not meet our expectations. Our failure to manage growth effectively, or our inability to recruit, maintain and integrate additional qualified employees and distributors, could have a ~~material~~ ~~adverse~~Participation ~~effect~~Rate: ~~on our business, financial condition or results of operations. We cannot assure you that our future revenues will increase or that we will be profitable.~~

47Example 1: Assume that you allocate funds to an Indexed Option for a Segment Term with a Participation Rate of 120%. Also assume that at the end of the Segment Term, the Index Return is 6.0%. As a result, we would multiply the Participation Rate of 120% by the Index Return of 6.0% to determine the Crediting Rate of 7.2%. You would then be credited with interest equivalent to 7.2% (120% x 6.0%) of your Segment Crediting Base. In this example, the Participation Rate increased your potential gain.

~~Table~~Example 2: Assume that you allocate funds to an Indexed Option for a Segment Term with a Participation Rate of ~~Contents~~90%. Also assume that at the end of the Segment Term, the Index Return is 6.0%. As a result, we would multiply the Participation Rate of 90% by the Index Return of 6.0% to determine the Crediting Rate of 5.4%. You would then be credited with interest equivalent to 5.4% (90% x 6.0%) of your Segment Crediting Base. In this example, the Participation Rate decreased your potential gain.

Example We3: ~~must~~Assume ~~retain~~that ~~and~~you ~~attract~~allocate ~~key~~funds ~~employees~~to an orIndexed ~~else~~Option for a Segment Term with a Participation Rate of 100%. Also assume that at the end of the Segment Term, the Index Return is 6.0%. As a result, we ~~may~~would ~~not~~multiply ~~grow~~the orParticipation Rate of 100% by the Index Return of 6.0% to determine the Crediting Rate of 6.0%. You would then be ~~successful~~credited with interest equivalent to 6. 0% (100% x 6.0%) of your Segment Crediting Base. In this example, the Participation Rate did not impact your potential gain.

WeThe ~~are~~Participation ~~dependent~~Rates ~~upon~~do ~~our~~not ~~executive~~guarantee ~~management~~a ~~for~~certain ~~the~~amount ~~operation~~of ~~and~~interest ~~development~~will be credited. The Participation Rates benefit us because they may limit the amount of positive Index Return that we may be obligated to credit for any Segment Term. We set the Participation Rates at our ~~business~~discretion. ~~Our~~You ~~executive~~bear ~~management~~the risk that we will not set the Participation Rates higher than the Guaranteed Minimum ~~includes:~~Participation Rate.

~~This executive~~Cap. ~~management~~The ~~team~~Cap ~~provides~~represents the ~~expertise,~~maximum ~~knowledge~~positive ~~and~~Index ~~experience~~Return ~~which~~that ~~will~~would ~~allow~~be usused to calculate ~~focus~~the onCrediting ~~our~~Rate ~~strategic~~for ~~business~~a ~~plans.~~given ~~Although~~Segment weTerm. ~~have~~The ~~change~~Crediting inRate ~~control agreements~~for ~~with~~the ~~members~~Index ofSegment ~~our~~will ~~executive~~be ~~management~~the ~~team,~~lesser weof do(i) the ~~not~~Index ~~have~~Return ~~employment~~multiplied ~~contracts~~by ~~with any of~~ the ~~members~~Participation ofRate ~~our~~and ~~executive~~(ii) the ~~management team~~Cap. ~~Although~~We ~~none~~set ofthe ~~our~~Cap ~~executive~~for ~~management~~each ~~team has~~Indexed ~~indicated~~Option ~~that they intend~~ prior to ~~terminate~~the ~~their~~Segment ~~employment~~Start ~~with~~Date. ~~us,~~The ~~there~~Cap ~~can~~may be nodifferent ~~assurance~~for ~~that~~different ~~these~~Indexed ~~employees~~Options, ~~will~~and ~~remain~~may ~~with~~vary us for any ~~particular~~Segment ~~period~~Term offor ~~time~~any Indexed Option. ~~Also,~~In weno doevent ~~not~~will ~~maintain "key~~a ~~person"~~Cap ~~life~~be ~~insurance~~lower ~~for~~than ~~any~~the ofGuaranteed ~~our~~Minimum ~~personnel~~Cap.

The Caps for your initial Segment Terms will be set forth in your Contract and will be disclosed to you at the time you apply for a Contract. The Caps applicable to the first Segment Term will not change for 37 days from the date you sign your application If we ~~are~~issue ~~unable~~the toContract ~~attract~~more ~~and~~than ~~enter~~37 ~~into~~days ~~selling~~after ~~agreements~~the ~~with~~date ~~broker-dealer~~you ~~selling~~signed ~~firms~~the application, ~~sales~~we ofwill ~~our~~apply ~~products~~the ~~may~~Caps in place on the Issue Date and those rates will be ~~affected~~made available at least seven days prior to the Issue Date. If the rates in place on the Issue Date are lower than the rates in place at the

We42 distribute our annuity products through selling agreements with affiliated and unaffiliated broker-dealers and their registered representatives. We must enter into those selling agreements to distribute our products. Insurance companies compete vigorously for distribution relationships. We compete with other life insurance companies for distribution relationships primarily on the basis of our financial position, support services, compensation and product features. Selling firms may promote products offered by other life insurance companies that may offer a different variety of products than we do. Our competitiveness for such distributors also depends upon the long-term relationships we develop with them. If we are unable to attract and retain sufficient distributors, our ability to compete and our revenues would suffer.

Table Changesof in state and federal regulation may affect our profitability. Contents

We time ~~are~~you ~~subject~~signed tothe ~~regulation~~application ~~under~~and ~~applicable~~you ~~insurance~~are ~~statutes~~dissatisfied inwith ~~the~~those ~~various~~rates, ~~states~~you incan ~~which~~cancel weyour ~~transact~~Contract ~~business.~~within ~~Insurance regulation~~30 isdays ~~intended~~of tothe ~~provide~~Issue ~~safeguards~~Date ~~for~~and ~~policyholders~~have ~~rather~~your ~~than~~Premium returned to ~~protect~~you ~~shareholders of insurance companies~~ (or ~~their~~such ~~holding~~higher amount ~~companies.~~as ~~Regulators~~required ~~oversee~~by ~~matters~~your ~~relating~~state; tosee ~~trade practices,~~“Purchasing ~~policy~~Your ~~forms,~~Contract ~~claims~~– ~~practices,~~Right ~~guaranty~~to ~~funds,~~Examine.”). ~~types~~At ~~and~~least ~~amounts~~seven ofdays ~~investments,~~before ~~reserve~~the ~~adequacy,~~end ~~insurer solvency, minimum amounts~~ of ~~capital~~each ~~and~~Segment ~~surplus~~Term, ~~transactions~~we ~~with~~will ~~related parties,~~make ~~changes~~available inthe ~~control~~Caps ~~and~~for ~~payment~~the ofnext ~~dividends.~~Segment Term

~~State insurance~~The ~~regulators~~following ~~and~~examples ~~the~~illustrate ~~NAIC~~how ~~continually reexamine existing laws and regulations, and may impose changes in~~ the ~~future~~Crediting WeRate ~~are~~is ~~subject~~calculated to the NAIC's RBC requirements which are intended to be used by insurance regulators as an early warning tool to identify deteriorating or weakly capitalized insurance companies for the purpose of initiating regulatory action. We also may be required, under ~~solvency~~a orCrediting ~~guaranty~~Strategy ~~laws~~that ofutilizes ~~most~~a ~~states~~Cap: ~~in which we do business, to pay assessments up to certain prescribed limits to fund policyholder losses or liabilities for insolvent insurance companies.~~

~~Although~~Example 1: Assume that you allocate funds to a Point to Point Indexed Option for a Segment Term with a Participation Rate of 100% and a Cap of 8%. Also assume that at the ~~federal~~Segment ~~government~~End ~~does~~Date, ~~not~~the ~~directly~~positive ~~regulate~~Index Return is 6%. In this case, to determine the ~~insurance~~Crediting ~~business~~Rate, ~~federal~~we ~~legislation~~would ~~and~~first ~~administrative~~multiply ~~policies~~the inIndex ~~several~~Return ~~areas~~of 6% by the Participation Rate of 100%, ~~including~~with ~~pension~~result ~~regulation~~being 6%. We would then compare the 6% to the Cap of 8%. Because the positive Index Return multiplied by the Participation Rate (6%) is less than the Cap (8%), ~~age~~the ~~and~~full 6% would be used for the Crediting Rate. As a result, you would be credited with interest equivalent to 6% of your ~~sex~~Segment Crediting Base. In this example, the Cap did not limit your potential gain.

48Example 2: Assume that you allocate funds to a Point to Point Indexed Option for a Segment Term with a Participation Rate of 100% and a Cap of 7%. Also assume that at the Segment End Date, the positive Index Return is 10%. In this case, we would first multiply the Index Return of 10% by the Participation Rate of 100%, with result being 10%. We would then compare the 10% to the Cap of 7%. Because the positive Index Return multiplied by the Participation Rate (10%) is higher than the Cap (7%), the Cap of 7% would be used for the Crediting Rate. As a result, you would be credited with interest equivalent to 7% of your Segment Crediting Base. In this example, the Cap limited your potential gain.

~~Table~~The Caps do not guarantee a certain amount of ~~Contents~~interest will be credited. The Caps benefit us because they limit the amount of positive Index Return that we may be obligated to credit for any Segment Term. We set the Caps at our discretion. You bear the risk that we will not set the Caps higher than the Guaranteed Minimum Cap.

~~discrimination, financial services regulation, securities regulation and federal taxation, can significantly affect the insurance business~~Buffer. AsThe ~~increased~~Buffer ~~scrutiny~~for ~~has~~an Indexed ~~been~~Option ~~placed~~represents ~~upon~~ the ~~insurance regulatory~~amount ~~framework, a number~~ of ~~state~~any ~~legislatures~~negative ~~have~~Index ~~considered~~Return orthe ~~enacted~~Company ~~legislative~~will ~~proposals~~absorb ~~that~~before ~~alter,~~you ~~and~~are incredited ~~many~~with ~~cases~~negative ~~increase, state authority to regulate insurance companies and holding company systems~~interest. InEach ~~addition,~~Indexed ~~legislation~~Option ~~has~~will ~~been~~specify ~~introduced in Congress which could result in~~ the ~~federal~~Buffer ~~government~~for ~~assuming~~that ~~some~~strategy. ~~role~~Depending inon ~~the~~which ~~regulation~~Indexed ofOption ~~the~~you ~~insurance industry. The~~select, ~~regulatory framework at~~ the ~~state~~Buffer ~~and~~will ~~federal~~provide ~~level~~protection ~~applicable~~from toa ~~our~~negative ~~insurance~~Index ~~products~~Return isof ~~evolving.~~up ~~The~~to ~~changing~~5%, ~~regulatory~~up ~~framework~~to ~~could~~10%, ~~affect~~up ~~the~~to ~~design~~20%, ofor ~~such~~up ~~products and our ability~~ to ~~sell certain products~~100%. ~~Any~~A ~~changes~~Buffer inof ~~these~~100% ~~laws~~means ~~and~~that ~~regulations~~you ~~could~~will ~~materially~~not ~~and~~be ~~adversely~~credited ~~affect~~with ~~our~~any ~~business,~~negative ~~financial~~interest ~~condition~~on ora ~~results~~Segment ofEnd ~~operations~~Date.

The ~~Changes~~following inexamples ~~federal~~illustrate ~~income~~how ~~taxation~~the ~~laws,~~Crediting ~~including~~Rate ~~any~~is ~~reduction~~calculated inunder ~~individual~~a ~~income~~Crediting ~~tax~~Strategy ~~rates,~~that ~~may~~utilizes ~~affect~~a ~~sales~~Buffer: ~~of our products and profitability.~~

~~From~~Example ~~time~~1: toAssume ~~time,~~that ~~various~~you ~~tax~~allocate ~~law~~funds ~~changes~~to ~~have~~an ~~been~~Indexed ~~proposed~~Option ~~that~~with ~~could~~a ~~have~~Crediting anStrategy ~~adverse~~that ~~effect~~includes ona ~~our~~Buffer ~~business~~of 10% and, ~~including~~at the ~~elimination~~ end of ~~all~~the orSegment Term, there is a ~~portion~~negative Index Return of 8%. In this case, to determine the ~~income~~Crediting ~~tax~~Rate ~~advantages~~we ~~for~~would ~~annuities.~~compare Ifthe ~~legislation~~Buffer ~~were~~of ~~enacted~~10% to ~~eliminate~~the negative Index Return of 8%. Because the ~~tax~~negative ~~deferral~~Index ~~for~~Return ~~annuities~~(8%) does not exceed the Buffer of 10%, ~~such~~the Crediting Rate would be 0%. As a ~~change~~result, ~~may~~we ~~have~~would annot ~~adverse~~credit ~~effect~~any onnegative ~~our ability~~interest to ~~sell~~your ~~non-qualified~~Segment ~~annuities~~Crediting Base. ~~Non-qualified~~In ~~annuities~~this ~~are~~example, ~~annuities~~the ~~that~~Buffer ~~are~~provided ~~not~~complete ~~sold~~downside toprotection aby ~~qualified~~preventing ~~retirement~~you ~~plan~~from being credited with negative interest.

~~In June~~Example ~~2001,~~2: ~~the~~Assume ~~Economic~~that ~~Growth~~you ~~and~~allocate ~~Tax~~funds ~~Relief~~to ~~Reconciliation~~an ~~Act~~Indexed ofOption ~~2001~~with ~~(the~~a ~~"2001~~Crediting ~~Act")~~Strategy ~~was~~that ~~signed~~includes ~~into~~a ~~law.~~Buffer ~~The~~of ~~2001~~10% ~~Act~~and, ~~implemented~~at athe ~~staged~~end ~~reduction~~of inthe ~~individual~~Segment Term, ~~federal~~there ~~income tax~~is ~~rates~~a ~~that~~negative ~~began~~Index inReturn ~~2001~~of 15%. ~~Later,~~In inthis ~~May 2003~~case, to determine the ~~Jobs~~Crediting ~~and~~Rate, ~~Growth~~we ~~Tax~~would ~~Relief~~compare ~~Reconciliation~~the ~~Act~~Buffer of ~~2003~~10% (to the ~~"2003~~negative ~~Act")~~Index ~~was~~Return ~~signed~~of ~~into law~~15%. ~~The~~Because ~~enactment of~~ the ~~2003~~negative ~~Act~~Index ~~accelerated~~Return ~~rate~~(-15%) ~~reductions~~exceeds ~~implemented by~~ the ~~2001~~Buffer ~~Act.~~of ~~While~~10%, the ~~reduction~~Crediting inRate ~~income~~would ~~tax~~be ~~rates~~-5% is(Index ~~temporary~~Return ~~(pre~~of -~~2001~~15% ~~rates~~reduced ~~will~~by ~~return~~a inBuffer ~~2011~~of 10%),. ~~the~~As ~~present~~a ~~value~~result, ofwe ~~the~~would ~~tax~~be ~~deferred~~credited ~~advantage~~with ofnegative interest ~~annuities~~equivalent ~~and~~to ~~life~~your ~~insurance~~Segment ~~products~~Crediting isBase ~~less~~multiplied by -5%. In this example, ~~which~~the ~~might~~Buffer ~~hinder~~provided ~~our~~downside ~~ability~~protection tobecause ~~sell~~it ~~such~~did ~~products~~limit ~~and/or~~your ~~increase~~loss ~~the~~from ~~rate~~-15% atto ~~which~~-5%, but ~~our~~it ~~current~~did ~~policyholders~~not ~~surrender~~provide ~~their~~complete ~~policies~~downside protection.

The WeBuffer ~~face~~for ~~risks~~an ~~relating~~Indexed toOption ~~litigation,~~will ~~including~~not ~~the~~change ~~costs~~while ofwe ~~such~~continue ~~litigation,~~to ~~management~~offer ~~distraction~~that ~~and~~Indexed ~~the potential for damage awards, which may adversely impact our business~~Option.

We43 may become involved in litigation, both as a defendant and as a plaintiff. In addition, state regulatory bodies, such as state insurance departments, the SEC, the Financial Industry Regulatory Authority, Inc. ("FINRA"), the Department of Labor, and other regulatory bodies regularly make inquiries and conduct examinations or investigations of companies in the annuity business concerning compliance with, among other things, insurance laws, securities laws, the Employee Retirement Income Security Act of 1974, as amended, and laws governing the activities of broker-dealers. Companies in the annuity business have faced litigation, including class action lawsuits, alleging improper product design, improper sales practices and similar claims. There can be no assurance that any future litigation, will not have a material adverse effect on our business, financial condition or results of operations, through distraction of our management or otherwise.

Table A downgrade in our parent's credit or financial strength ratings may increase future cost of capital and may reduce new sales, adversely affect relationships with distributors and increase policy surrenders and withdrawals. Contents

~~Currently,~~Unless the ~~Holding~~Buffer ~~Company's~~is ~~senior~~100%, ~~unsecured~~the ~~indebtedness~~Buffer ~~carries~~provides aonly ~~"bbb-"~~limited ~~rating~~protection from ~~A.M.~~ ~~Best~~downside ~~Company~~risk. ~~and~~You ashould ~~"BB+"~~understand ~~rating~~that ~~from Standard & Poor's. The ability to maintain such ratings is dependent upon~~ the ~~results~~Buffer ofdoes ~~operations~~not ofprovide ~~the~~absolute ~~Holding~~protection ~~Company's~~against ~~subsidiaries,~~negative ~~including~~interest ~~us,~~being ~~and the Holding Company's financial strength~~credited. ~~Financial~~You ~~strength~~may ~~ratings~~lose ~~are important factors in establishing the competitive position of life insurance and annuity companies~~money. ~~In recent years, the market for annuities has been dominated by those insurers with the highest ratings. For example,~~

49 Dual Direction Crediting Strategy

~~Table~~Under a Dual Direction Crediting Strategy, the Buffer still represents the amount of ~~Contents~~negative Index Return the Company will absorb before you receive any negative interest credits. But, if the Index Return is negative and does not exceed the Buffer, the Crediting Rate will the absolute value of the negative Index Return. The absolute value of a number is simply that number without regard to it being positive or negative (i.e., without regard to its mathematical sign). For example, the absolute value of -5 is 5. Therefore, for purposes of the Segment Crediting Rate calculation, the absolute value of the Index Return is simply the Index Return without regard to whether the number is positive or negative. For example, if the Index Return is -8% and the Buffer is 10%, we would apply a Crediting Rate of 8.0% to determine your interest credit.

~~distributors~~If the negative Index Return exceeds the Buffer, then there ~~and~~will ~~sales~~not ~~agents~~be ~~for~~a ~~life~~positive ~~insurance~~interest credit and ~~annuity~~we ~~products~~determine ~~use~~the Crediting Rate the ~~ratings~~same as ~~one~~any ~~factor~~other inCrediting ~~determining~~Strategy ~~which~~with ~~insurer's~~a ~~annuities~~Buffer. In other words, only the portion of the negative Index Return that exceeds the Buffer will be used to ~~market~~determine the Crediting Rate.

~~Financial strength~~The ~~ratings~~following ~~generally~~examples ~~involve~~illustrate ~~quantitative~~how ~~and qualitative evaluations by rating agencies of a company's financial condition and operating performance. Generally, rating agencies base their ratings upon information furnished to them by~~ the ~~insurer~~Dual ~~and~~Direction ~~upon~~Crediting ~~their~~Strategy ~~own investigations, studies and assumptions~~works. Ratings are based upon factors of concern to agents, policyholders and intermediaries and are not directed toward the protection of investors and are not recommendations to buy, sell or hold securities.

~~Our parent,~~Example ~~American~~1: ~~Equity~~Assume ~~Life,~~that ~~has~~you ~~received~~allocate ~~financial~~funds ~~strength~~to ~~ratings~~an ofIndexed ~~"A-"~~Option ~~(Excellent)~~that ~~with~~utilizes a ~~negative~~Dual ~~outlook~~Direction ~~from A.M.~~Crediting ~~Best~~Strategy, ~~Company and "BBB+"~~ with a ~~negative outlook~~Buffer ~~from~~of ~~Standard &~~10% ~~Poor's. A.M. Best Company~~ and, ~~Standard &~~at ~~Poor's~~the ~~review their ratings~~ end of ~~insurance~~the ~~companies~~Segment ~~from~~Term, ~~time~~there tois ~~time.~~a ~~There~~negative ~~can~~Index beReturn nois ~~assurance~~8%. ~~that~~In ~~any particular~~this ~~rating~~case, ~~will~~we ~~continue~~would ~~for~~compare ~~any~~the ~~given~~Buffer ~~period~~ of ~~time~~10% orto ~~that~~the itnegative ~~will~~Index ~~not~~Return beof ~~changed or withdrawn entirely if, in their judgment, circumstances so warrant~~8%. WeBecause ~~have~~the anegative ~~financial~~Index ~~support~~Return ~~agreement with~~(8%) ~~American~~does ~~Equity~~not ~~Life.~~exceed ~~Under~~the ~~this~~Buffer ~~agreement~~of 10%, ~~American Equity Life will provide support so that~~ we ~~have~~would apply the ~~greater~~amount of the ~~(a) capital~~negative ~~and~~Index ~~surplus~~Return ofto ~~$5 million,~~your orSegment ~~(b) the~~Crediting ~~amount of~~Base ~~capital and surplus~~ as ~~shall~~through beit ~~necessary~~had tobeen ~~maintain~~ a ~~RBC~~positive ~~ratio~~Index ~~based~~Return ~~upon Company action level~~ of ~~at least 300~~8% onto andetermine ~~on-going~~your ~~basis~~interest credit. ~~This~~In ~~agreement~~this isexample, ~~not~~the anBuffer ~~evidence~~provided ~~of indebtedness~~complete ordownside anprotection ~~obligation~~by orpreventing ~~liability~~you offrom ~~American~~being ~~Equity~~credited with ~~Life~~negative interest and ~~does~~provided ~~not~~for ~~provide~~positive ~~any of our policyholders with recourse to American Equity Life~~interest.

~~The~~Example 2: Assume that you allocate funds to an Indexed Option that utilizes a Dual ~~risks~~Direction ~~notes~~Crediting ~~above~~Strategy ~~about~~, with a ~~downgrade~~Buffer inof ~~ratings~~10% ~~are~~and, ~~also~~at ~~applicable~~the toend ~~American~~of ~~Equity~~the ~~Life~~Segment Term, ~~and~~there is a ~~downgrade~~negative inIndex ~~American~~Return ~~Equity~~of ~~Life's~~15%. ~~ratings~~In ~~could~~this ~~have~~case, awe ~~material~~would ~~adverse~~compare ~~effect~~the ~~on us~~Buffer ~~because~~of 10% to the negative Index Return of 15%. Because the ~~terms~~negative Index Return (15%) exceeds the Buffer of 10%, we would apply a loss of 5% (15%-10%) to your Segment Crediting Base to determine your negative interest credit. In this example, the ~~financial~~Buffer ~~support~~provided ~~agreement~~downside protection because it did limit your loss from -15% to -5%, but it did not provide complete downside protection.

The Dual Direction ~~PROPERTIES~~ Crediting Strategy provides only limited protection from downside risk. You should understand that the Buffer does not provide absolute protection against negative interest being credited. You may lose money.

WeSee ~~share~~Appendix ~~space~~D ~~with~~for ~~our~~additional ~~parent,~~examples ~~American Equity Life, which leases approximately 64,000 square feet~~ of ~~commercial~~each ~~office~~Crediting ~~space in one building in West Des Moines, Iowa, under an operating lease that expires on December 31, 2015~~Strategy.

50Protection Benefit

~~Table~~The Enhanced Indexed Options automatically include a Protection Benefit, which provides additional downside protection over the Protection Term of ~~Contents~~either three or six years, which will span multiple one-year Segment Terms. At the end of the Protection Term, if your Segment Crediting Base is less than the Protection Credit Base, you will receive a Protection Credit.

At the ~~MANAGEMENT'S~~beginning ~~DISCUSSION~~of ~~AND~~the ~~ANALYSIS~~Protection OFTerm, ~~FINANCIAL~~the ~~CONDITION~~Protection ~~AND~~Credit ~~RESULTS~~Base OFis ~~OPERATIONS~~ equal to the Segment Crediting Base established for that Index Segment. If you do not remove funds from the Index Segment during the Protection

~~[To~~44 ~~be provided by amendment.]~~

Table of DIRECTORS AND EXECUTIVE OFFICERS Contents

~~[To~~ Term, bethen ~~completed~~the byProtection ~~amendment~~Credit Base will not change.]

~~Set forth~~At ~~below~~the isend ~~information~~of ~~regarding~~the ~~our~~Protection ~~directors~~Term, ~~and~~if ~~executive~~the Segment ~~officers~~Crediting asBase ofis ~~June 1~~less than the Protection Credit Base, ~~2009.~~then ~~There~~we ~~are~~will noadd ~~family~~a ~~relationships~~Protection ~~among~~Credit ~~any~~to ~~directors~~the orSegment ~~executive~~Crediting ~~officers~~Base. The Protection Credit will be equal to:

Name		Position
David Jeff Noble	77	Chairman of the Board and President
Debra Jane Richardson	52	Secretary and Director
John Michael Matovina	55	Chief Financial Officer, Treasurer and Director
Ted Morris Johnson	40	Controller
Wendy Lee Carlson	49	Director
James Michael Gerlach	67	Director

the Protection Credit Base at the end of the Protection Term; minus

~~David J.~~b) ~~Noble has served as our Chairman of~~ the ~~Board~~Segment ~~and~~Crediting ~~President~~Base since our formation in 2008. He has served as Chairman of the Holding Company since 1995; Chief Executive Officer, President and Treasurer of the Holding Company from 1995 through December 2008; and as Chairman of American Equity Life since its formation in 1995. He has also served as Chief Executive Officer of American Equity Life since March 2001, and he served as President of American Equity Life from 1995 until March, 2001. Mr. Noble was Chief Executive Officer of The Statesman Group, Inc. ("Statesman") from 1982 through 1994 and was a director of Statesman (from 1975) and its President (from 1979) until he left to form the Holding Company at the end of ~~1995. Mr. Noble has been active in~~ the ~~insurance~~Protection ~~industry for over 50 years. Mr. Noble is a director of Twenty Services, Inc.~~ Term;

~~Debra J.~~c) ~~Richardson~~result ~~has~~not ~~served~~to asexceed ~~our Secretary and a director since our formation in 2008. She has served as Senior Vice President, Secretary and director of~~ the ~~Holding~~maximum ~~Company~~Protection ~~since August 2008; and as a director, Senior Vice President and Secretary of American Equity Life since June 1996~~Credit. Ms. Richardson was employed by Statesman from 1977 through April 1996, serving in various positions including Vice President of Shareholder/Investor Relations and Assistant Secretary. Ms. Richardson has been involved in the insurance industry for over 20 years.

~~John~~The ~~Michael~~maximum ~~Matovina~~Protection ~~has~~Credit ~~been~~is ~~our~~equal Chief Financial Officer, Treasurer and a director since our formation in 2008. He has also served as Chief Financial Officer (since January 2009), Vice Chairman (since June 2003) and director (since 2000) of the Holding Company. Prior to: being appointed Vice Chairman, Mr. Matovina was a private investor since 1997 and a financial consultant to the Holding Company from 1997 to 2000. From November 1983 through November 1996, he was a senior financial officer of Statesman and many of its subsidiaries, and, prior to the Holding Company's acquisition of Statesman in September 1994, he served as Statesman's Chief Financial Officer, Treasurer and Secretary. Mr. Matovina is a certified public accountant and has almost 20 years of experience as a financial officer in the insurance industry.

~~Ted~~a) M.the ~~Johnson~~Protection ~~has~~Credit ~~served~~Base asat ~~our Controller since our formation in 2008. He has served as~~ the ~~Vice~~end ~~President~~ of ~~Accounting for American Equity Life since August 2001. He was a Senior Manager with Ernst & Young from September 1992 through August 2001. Mr. Johnson has over 17 years of experience in~~ the ~~insurance industry~~Protection ~~and~~Term; ismultiplied ~~a certified public accountant.~~ by

51b) the Protection Benefit Factor.

~~Table~~Each Contract Anniversary during the Protection Term, you are able to transfer your Segment Crediting Base among the other available Allocation Options. If your Segment Crediting Base is reduced during the Protection Term as a result of ~~Contents~~any transfer or Withdrawal, we will adjust the Protection Credit Base such that the Protection Credit Base after the Withdrawal or transfer will equal:

~~Wendy L.~~PCB ~~Carlson~~X ~~has~~(A/B) been a director of the Company since our formation in 2008. She has served as Chief Executive Officer and President of the Holding Company since January 2009. She was the Chief Financial Officer and General Counsel of the Holding Company from June 1999 until December 2008. She has served as General Counsel of American Equity Life since June 1999. Before becoming an employee, she served as outside corporate counsel for the Holding Company from its inception in 1995. Ms. Carlson was previously a partner in the firm of Whitfield & Eddy, P.L.C., Des Moines, Iowa, where she practiced law from 1985 until June 1999. She served as one of the corporate attorneys for Statesman for over 10 years. Ms. Carlson is also a certified public accountant.

~~James M. Gerlach has been a director of the Company since our formation in 2008. He has served as a director and Executive Vice President of the Holding Company since 1997 and as a director~~Where, Executive Vice President and Chief Marketing Officer of American Equity Life since 1996. Prior to joining the Holding Company, Mr. Gerlach served as Executive Vice President and Secretary of American Life and Casualty Insurance Company and as Executive Vice President and Treasurer of Vulcan Life Insurance Company, a subsidiary of American Life and Casualty. Mr. Gerlach has been active in the insurance industry for over 40 years.

PCB = ~~COMPENSATION~~ the Protection Credit Base immediately prior to the Withdrawal or transfer A = the Segment Crediting Base immediately after the Withdrawal or transfer B = the Segment Crediting Base immediately prior to the Withdrawal or transfer

On the last day of each Contract Month during the Protection Term, we will deduct the Protection Fee from your Segment ~~Executive~~Crediting ~~Compensation~~ Base. The current Protection Fee Factor is [ ]% and will not change for the initial Protection Term. After the Issue Date, we may change the Protection Fee Factor up to a maximum Protection Fee Factor of [ ]%. We will notify you of any change in the Protection Fee factor for subsequent Protection Terms at least seven days prior to the end of the Protection Term. If the new Protection Fee factor for the upcoming Protection Term is higher than the current Protection Fee factor, then we will automatically transfer funds out of the ending Index Segment to the Fixed Account, unless you instruct otherwise.

~~[To~~Example 1: Assume that you allocate $10,000 to an Enhanced Indexed Option that provides a Protection Benefit Factor of 100% over a six-year Protection Term, and you make no Withdrawals or transfers during the Protection Term. Your beginning Segment Crediting Base would be ~~provided~~$10,000 byand ~~amendment~~your Protection Credit Base would also be $10,000.] Due to negative Index Returns during some of the Segment Terms during the Protection Term, after interest for each of the six Segment Terms is credited to your Segment Crediting Base, your Segment Crediting Base is $9,364. You would be credited with a Protection Credit that is the lesser (a) of the difference between the Protection Credit Base and your Segment Crediting Base and ($10,000-$9,364 = $636) and (b) the maximum Protection Credit ($10,000). Your Protection Credit would therefore be $636.

Example 2: ~~Compensation~~Assume that you allocate $10,000 to an Enhanced Indexed Option that provides a Protection Benefit Factor of 100% over a six-year Protection Term. Your initial Segment Crediting Base would be $10,000 and your Protection Credit Base would also be $10,000. At the ~~Board~~end of ~~Directors~~ the third year of the Protection Term, you take a

~~[To~~45 ~~be provided by amendment.]~~

Table of TRANSACTIONS WITH RELATED PERSONS, PROMOTERS, AND CERTAIN CONTROL PERSONS Contents

~~[To~~ Withdrawal beof ~~completed~~$500 at a time that your Adjusted Daily Segment Value in the Indexed Option is $9,660. This reduces both your Segment Crediting Base and Protection Credit Base by ~~amendment~~the same proportion ($500/$9,660, or 5.]18%), to $9,482. Due to the Withdrawal and negative Index Returns during some of the Segment Terms during the Protection Term, after the interest for each of the six Segment Terms is credited, your Segment Crediting Base is $8,270. You would be credited with a Protection Credit that is the lesser (a) of the difference between the Protection Credit Base and your Segment Crediting Base ($9,482 and $8,270 = $1,212) and (b) the maximum Protection Credit ($9,482). Your Protection Credit would therefore be $1,212.

~~Financial~~The ~~Support~~following ~~Agreement. We~~example ~~have~~show ahow ~~financial support agreement with American Equity Life. Under this agreement, American Equity Life will provide support so that we will have~~ the ~~greater~~Protection ofCredit ~~(a) capital~~is ~~and~~calculated ~~surplus~~under ~~of $5 million, or (b)~~ the ~~amount~~Annual ~~of capital and surplus necessary~~ Point-to ~~maintain a RBC ratio based upon Company action level of at least 300% on an on~~-~~going~~Point ~~basis. This agreement is not an evidence of indebtedness or an obligation or liability of American Equity Life and does not provide any of our contract owners~~ with ~~recourse~~Protection toCrediting ~~American~~Strategy: ~~Equity Life. American Equity Life's Financial Statements prepared in accordance with generally accepted accounting principles are included herein for reference purposes.~~

Investment Advisory Agreement. The Investment Advisory Agreement provides that the Holding Company serves as investment adviser with respect to our general account investments for a period of five years. Under this agreement, the Holding Company furnishes a continuous investment program and provides investment advisory services as reasonably necessary for the proper administration of our general account investments. In consideration for the services provided under this agreement, we agree to pay the Holding Company each calendar quarter a fee, based on the market value of our general account investments, and to reimburse the Holding Company for any expenses relating to the performance of those services.


Assume the following:

Protection Credit Base (PCB) on Protection Term Start Date		= 10,000

Segment Crediting Base (SCB) on Protection Term Start Date		= 10,000

Participation Rate		= 130%

Buffer		= 5%

Protection Benefit Factor		= 100%

Protection Fee Factor		= 1.20%

Protection Term		= 6 Contract Years

As used in the following examples, the term “BOY” means “Beginning of Year” and is ~~LEGAL~~the ~~PROCEEDINGS~~ first day of the Contract Year. The term “EOY” means “End of Year” and is the last day of the Contract Year.

~~The~~Example ~~Company,~~1: ~~like~~Protection ~~other~~Credit life insurance companies, may be involved in lawsuits, including class action lawsuits. In some class action and other lawsuits involving insurers, substantial damages have been sought and/or material settlement payments have been made. However, the Company believes Calculation

52Scenario 1: Protection Credit

Table of Contents


	[A]	[B]	[C]	[D]	[E]	[F]
Year	Index Credit %	BOY PCB	BOY SCB	Protection Fee = 1.20% x [B]	Index Credit = ([C] - [D]) x [A]	EOY SCB = [C] - [D] + [E]	Protection Credit⁽¹⁾ [B] – [F]
1	5%	$10,000	$10,000	$120	$494	$10,374
2	-8%	$10,000	$10,374	$120	-$820	$9,434
3	0%	$10,000	$9,434	$120	$0	$9,314
4	8%	$10,000	$9,314	$120	$735	$9,929
5	2%	$10,000	$9,929	$120	$196	$10,005
6	-12%	$10,000	$10,005	$120	-$1,186	$8,699	$1,301
7			$10,000

~~that, as~~(1)Cannot ofbe ~~the~~less ~~date~~than ~~of this prospectus, there are no pending or threatened lawsuits that involve the Company.~~ zero

46 ~~LEGAL MATTERS~~

TheTable law firm of Sutherland Asbill & Brennan LLP, Washington, DC, has provided certain legal advice relating to certain matters under the federal securities laws. Contents

Scenario 2: ~~IMPORTANT~~Protection ~~INFORMATION ABOUT THE INDICES~~ Credit

The Contract is not sponsored, endorsed, sold or promoted by Standard & Poor's, a division of the McGraw-Hill companies, Inc. ("S&P"). S&P makes no representation or warranty, express or implied, to the owners of the Contract or any member of the public regarding the advisability of investing in securities generally or in the Contract particularly or the ability of the S&P 500 Index to track general stock market performance. S&P's only relationship to the Company is the licensing of certain trademarks and trade names of S&P and of the S&P 500 Index which is determined, composed and calculated by S&P without regard to the Company or Contract. S&P has no obligation to take the needs of the Company or the owners of the Contract into consideration in determining, composing or calculating the S&P 500 Index. S&P is not responsible for and has not participated in the determination of the prices and amount of the Product or the timing of the issuance or sale of the Product or in determination or calculation of the equation by which the Product is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Product.


	[A]	[B]	[C]	[D]	[E]	[F]
Year	Index Credit%	BOY PCB	BOY SCB	Protection Fee = 1.20% x [B]	Index Credit = ([C] - [D]) x [A]	EOY SCB = [C] - [D] + [E]	Protection Credit⁽¹⁾ [B] – [F]
1	5%	$10,000	$10,000	$120	$494	$10,374
2	-6%	$10,000	$10,374	$120	-$615	$9,639
3	2%	$10,000	$9,639	$120	$190	$9,709
4	9%	$10,000	$9,709	$120	$863	$10,452
5	4%	$10,000	$10,452	$120	$413	$10,745
6	-5%	$10,000	$10,745	$120	-$531	$10,094	$0
7			$10,094

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (~~INCLUDING LOST PROFITS~~1),Cannot ~~EVEN~~be IFless ~~NOTIFIED~~than ~~OF THE POSSIBILITY OF SUCH DAMAGES.~~ zero

~~"Standard & Poor's®", "S&P", "S&P 500®", "Standard & Poor's 500" and "500" are trademarks of~~ The ~~McGraw-Hill Companies, Inc.~~following ~~and~~example ~~have~~shows ~~been licensed for use by~~ the ~~Company.~~impact ~~This~~of ~~Contract~~a isWithdrawal ~~not~~during ~~sponsored, endorsed, sold or promoted by Standard & Poor's and Standard & Poor's makes no representation regarding~~ the ~~advisability~~Protection ofTerm: ~~purchasing the Contract.~~

Example 2: ~~REGISTRATION~~Proportional ~~STATEMENT~~ Reduction of PCB for Withdrawal or Transfer

WeAssume ~~have~~Scenario ~~filed~~1 aabove ~~registration statement with the Securities~~ and ~~Exchange~~Withdrawal ~~Commission~~Taken ~~under~~in ~~the~~Month ~~Securities~~3 ~~Act~~ of ~~1933~~Year 3 that ~~relates~~Reduces toSCB ~~the Contract. This prospectus does not contain all of the information in the registration statement, as permitted~~ by Securities and Exchange Commission regulations. You can obtain the omitted information from the Securities and Exchange Commission's principal office in Washington, DC, upon payment of a prescribed fee. $800:

Scenario 1: ~~RULE 12H-7~~Protection ~~REPRESENTATION~~ Credit including Impact of Withdrawal

~~Eagle~~Part ~~Life~~1: ~~Insurance~~Values ~~Company~~Adjusted ~~relies~~for upon the exemption from the periodic reporting requirements of the Securities Exchange Act of 1934 (the "Securities Exchange Act") set forth in Rule 12h-7 under the Securities Exchange Act to the extent necessary to avoid any such periodic reporting obligation. Withdrawal

[A]

[B]

[C]

[D]

PCB Prior to
Withdrawal

SCB Prior to
Withdrawal

Monthly Fee Prior to
Withdrawal

=1.20% x [A]

Withdrawal
Amount

SCB After
Withdrawal

(B) – (C)

PCB After
Withdrawal

(A) x [1 –

(C)/(B)]

Monthly Fee Prior
to Withdrawal

=(1.20% x

[D])/12

$10,000

$9,414

$10

$800

8,614

$9,150

$9.15

~~Table~~47 ~~of Contents~~

Table of FINANCIAL STATEMENTS Contents

~~[To~~Part be2: ~~provided~~Updated byScenario ~~amendment.]~~1 Reflecting Adjusted Values


	[A]	[B]	[C]	[D]	[E]	[F]
Year	Index Return net of Buffer	BOY PCB	BOY SCB	Protection Fee = 1.20% x [B]	Index Credit = ([C] - [D]) x [A]	EOY SCB = [C] - [D] + [E]	Protection Credit⁽¹⁾ [B] – [F]
1	5%	$10,000	$10,000	$120	$494	$10,374
2	-8%	$10,000	$10,374	$120	-$820	$9,434
3	0%	$10,000	$9,434	$112⁽²⁾	$0	$8,522
4	8%	$9,150	$8,522	$110	$673	$9,085
5	2%	$9,150	$9,085	$110	$180	$9,155
6	-12%	$9,150	$9,1565	$110	-$1,085	$7,960	$1,190
7			$9,150

~~Table~~(1)Cannot ofbe ~~Contents~~less than zero (2)2 monthly fees prior to withdrawal plus 10 monthly fees after withdrawal

The following ~~APPENDIX A ANNUAL~~example ~~POINT~~show TOhow ~~POINT~~the ~~VALUE~~Protection ~~OPTION INDEX~~Credit ~~CREDIT~~is ~~CALCULATION~~ calculated under the Quarterly Point-to-Point with Protection Crediting Strategy:

~~The~~Assume ~~following examples are intended to help you to understand how Index Credits are calculated for~~ the ~~Annual~~following: Point to Point Value Option. The first example shows what happens when the Index increases over the Contract Year and the percentage increase in the Index does not exceed the Cap Rate. The second example shows what happens when the Index increases over the Contract Year and the percentage increase in the Index is greater than the Cap Rate. The third example shows what happens when the Index declines over the year.

Example 1: Cap Rate Exceeds Percentage Increase for Index


Protection Credit Base (PCB) on Protection Term Start Date	= 10,000
Segment Crediting Base (SCB) on Protection Term Start Date	= 10,000
Participation Rate	= 120%
Buffer	= 1.25%
Protection Benefit Factor	= 20%
Protection Fee Factor	= 1.20%
Maximum Protection Credit	= $2,000	= Protection Benefit Factor x PCB
Protection Term	= 3-Years

~~Assume:~~48

First, weTable determineof the rate at which the Index Credit will be applied. We subtract the Index Price on the third Contract Anniversary (1010.00) from the Index Price on the fourth Contract Anniversary (1050.00). We divide the result (40.00) by the Index Price on the third Contract Anniversary (1010.00). Contents

~~1050.00~~Example -1: ~~1010.00~~Protection ~~1010.00~~Credit ~~= 0.0396~~Calculation

~~The Index~~Scenario ~~Credit~~1: ~~rate~~Protection ~~will~~Credit beGreater ~~the~~than ~~lesser of the result (~~$0~~.0396) and the Cap Rate (0.06). In this case~~, ~~the~~less ~~result is lower~~ than ~~the~~Max ~~Cap Rate, so the rate for calculating the Index~~ Credit ~~is 0.0396.~~

Second, we determine the amount of the Index Credit. We multiply the Index Credit rate (0.0396) by the Accumulated Value under the Annual Point to Point Value Option at the end of the third Contract Year ($10,000).


	[A]	[B]	[C]	[D]	[E]	[F]
Quarter	Index Credit%	BOY PCB	BOY SCB	Protection Fee = 1.20% x [B]/4	Index Credit = ([C] - [D]) x [A]	EOY SCB = [C] - [D] + [E]	Protection Credit⁽¹⁾ Lesser of ([B] – [F] & Max Credit)
1	-1%	$10,000	$10,000	$30	-$100	$9,870
2	-8%	$10,000	$9,870	$30	-$787	$9,053
3	-3%	$10,000	$9,053	$30	-$271	$8,752
4	-5%	$10,000	$8,752	$30	-$436	$8,286
5	-6%	$10,000	$8,286	$30	-$495	$7,761
6	-1%	$10,000	$7,761	$30	-$77	$7,654
7	0%	$10,000	$7,654	$30	$0	$7,624
8	2%	$10,000	$7,624	$30	$152	$7,745
9	14%	$10,000	$7,745	$30	$1,080	$8,796
10	7%	$10,000	$8,796	$30	$614	$9,379
11	5%	$10,000	$9,379	$30	$467	$9,817
12	-5%	$10,000	$9,817	$30	-$489	$9,297	$703
13			$10,000

~~0.0396~~(1)Cannot ×be ~~10,000~~less =than ~~396.00~~zero or greater than max credit ($2,000)

~~The Annual~~Scenario ~~Point~~2: toProtection ~~Point Value Option earned a $396.00 Index~~ Credit ~~for~~Greater ~~the~~than ~~fourth Contract Year. Thus~~Zero, onCapped ~~the~~at ~~fourth~~Max ~~Contract Anniversary, the Accumulated Value under the Annual Point to Point Value Option equals $10,396 ($10,000 + $396).~~ Credit

A-1


	[A]	[B]	[C]	[D]	[E]	[F]
Quarter	Index Credit%	BOY PCB	BOY SCB	Protection Fee = 1.20% x [B]/4	Index Credit = ([C] - [D]) x [A]	EOY SCB = [C] - [D] + [E]	Protection Credit⁽¹⁾ Lesser of ([B] – [F] & Max Credit)
1	-1%	$10,000	$10,000	$30	-$100	$9,870
2	-8%	$10,000	$9,870	$30	-$787	$9,053
3	-3%	$10,000	$9,053	$30	-$271	$8,752
4	-5%	$10,000	$8,752	$30	-$436	$8,286
5	-6%	$10,000	$8,286	$30	-$495	$7,761
6	-1%	$10,000	$7,761	$30	-$77	$7,654
7	0%	$10,000	$7,654	$30	$0	$7,624
8	2%	$10,000	$7,624	$30	$152	$7,745
9	4%	$10,000	$7,745	$30	$309	$8,024
10	-5%	$10,000	$8,024	$30	-$400	$7,594
11	5%	$10,000	$7,594	$30	$378	$7,943
12	-5%	$10,000	$7,943	$30	-$396	$7,517	$2,000
7			$9,517

~~Table~~(1)Cannot ofbe ~~Contents~~less than zero or greater than max credit ($2,000)

49 ~~Example 2: Percentage Increase for Index Exceeds Cap Rate~~

AssumeTable theof same as Example 1, except: Contents

~~First, we~~Example ~~determine~~2: ~~the~~Proportional ~~rate~~Reduction atof ~~which~~PCB ~~the~~for ~~Index~~Withdrawal ~~Credit~~or will be applied. We subtract the Index Price on the third Contract Anniversary (1010.00) from the Index Price on the fourth Contract Anniversary (1100.00). We divide the result (90.00) by the Index Price on the third Contract Anniversary (1010.00). Transfer

~~1100.00~~Assume -Scenario ~~1010.00~~2 ~~1010.00~~above =and ~~0.0891~~Withdrawal Taken in Month 2 of Quarter 5 that Reduces SCB by $800:

~~The Index~~Scenario ~~Credit~~2: ~~rate~~Protection ~~will be the lesser of the result (0.0891) and the Cap Rate (0.06). In this case, the result is higher than the Cap Rate, so the rate for calculating the Index~~ Credit isincluding ~~the~~Impact ~~Cap Rate~~ of ~~0.06.~~ Withdrawal

~~Second, we~~Part ~~determine~~1: ~~the~~Values ~~amount~~Adjusted offor ~~the Index Credit. We multiply the Index Credit rate (.06) by the Accumulated Value under the Annual Point to Point Value Option on the third Contract Anniversary ($10,000).~~ Withdrawal

.06 × 10,000 = 600.00

[A]

[B]

[C]

[D]

PCB Prior to

Withdrawal

SCB Prior to
Withdrawal

Monthly Fee
Prior to
Withdrawal

=1.20% x [A]

Withdrawal
Amount

SCB After
Withdrawal

(B) – (C)

PCB After
Withdrawal

(A) x [1 –

(C)/(B)]

Monthly Fee After
Withdrawal

= (1.20% x
[D])/12

$10,000

$8,276⁽²⁾

$10

$800

$7,476

9,033

$9.03

~~The Annual~~Max ~~Point to Point Value Option earned a $600.00 Index~~ Credit ~~for~~After ~~the~~Withdrawal ~~fourth Contract Year. Thus~~$1,806 on= ~~the~~[D] ~~fourth~~x ~~Contract~~Protection ~~Anniversary,~~Benefit ~~the Accumulated Value under the Annual Point to Point Value Option equals $10,600 ($10,000 + $600).~~ Factor

Part ~~Example 3~~2: ~~Index~~Updated ~~Declines~~ Scenario 2 Reflecting Adjusted Values

Assume the same as Example 1, except:

[A]

[B]

[C]

[D]

[E]

[F]

Quarter

Index
Credit%

BOY PCB

BOY SCB

Protection

Fee

= 1.20% x

[B]/4

Index Credit
= ([C] - [D]) x
[A]

EOY SCB
= [C] - [D] +
[E]

Filing Compare · Eagle Life Insurance Co