We will always offer an Indexed Strategy with a 0% Floor Percentage. We may offer Indexed Strategies in the future that do not limit Index losses.

Each Indexed Strategy has an upside crediting method. We limit the amount you can earn on an Indexed Strategy through the applicable upside crediting method.

The upside crediting methods for the standard (i.e., non-Dual Directional) Indexed Strategies provide for positive Index Credit only if the Index Return at the end of the Strategy Term is positive. The upside crediting methods for the Dual Directional Indexed Strategies (other than Dual Directional Yield) provide for positive Index Credit if the Index Return at the end of the Strategy Term is positive, zero, or to a limited extent, negative.

Dual Directional Yield strategies, unlike other Indexed Strategies, provide for potential Index gains through a quarterly Performance Credit, which may be positive or zero (never negative). A Performance Credit Rate will apply on each Quarterly Anniversary during the six-year Strategy Term, including the Strategy Term end date, based on the Index performance and the Performance Yield upside crediting method. The amount credited to your Contract from a positive Performance Credit, if any, is immediately and automatically allocated to the Performance Credit Account. See "Contract Features — Performance Credit Account" below. An Index Credit will still be applied on the Strategy Term End Date, but will be either zero or negative (never positive).

Are There Charges or Adjustments for Early Withdrawals?

Are There Transaction Charges?

Principal Risks of Investing in the Contract

An investment in the Contract is subject to the risks related to Us, Forethought Life Insurance Company. Any obligations (including under the One-Year Fixed Strategy and the Indexed Strategies), guarantees or benefits of the Contract are subject to Our claims-paying ability. More information about Forethought Life Insurance Company, including Our financial strength ratings, is available upon request by calling 833-275-4248 or visiting www.globalatlantic.com.

Principal Risks of Investing in the Contract

Are There Restrictions on the Investment Options?

Federal Tax Considerations

Some investment professionals may have a financial incentive to offer you a new contract in place of the one you already own. You should exchange a contract you already own only if you determine, after comparing the features, fees and risks of both contracts, and any fees or penalties to terminate the existing contract, that it is better for you to purchase the new contract rather than continue to own your existing contract.

Other Information — How Contracts are Sold

FEE TABLE

The following tables describe the fees, expenses and adjustments that you will pay when buying, owning and surrendering or making withdrawals from an investment option or from the Contract. They do not reflect any advisory fees paid to financial professionals from Contract Value or other assets of the Owner; if such fees were reflected, fees and expenses would be higher. Please refer to your Contract specifications page for information about the specific fees you will pay each year based on the options you have elected.

The first table describes the fees and expenses that you will pay at the time that you buy the Contract, surrender or make withdrawals from an investment option or from the Contract, or transfer Contract Value between investment options. State premium taxes may also be deducted.

Transaction Expenses

(1)  Withdrawal Charges are assessed according to the following schedule:

(2)  Withdrawal Charges (and MVAs) do not apply to withdrawals of the Free Withdrawal Amount; advisory fee withdrawals through the systematic withdrawal program; or withdrawals under the Bailout Waiver, Nursing Care Waiver or Terminal Illness Waiver. Negative Strategy Interim Value adjustments, taxes and tax penalties may apply.

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

Adjustments

(1)  Cumulative withdrawals (partial or full) that exceed the Free Withdrawal Amount for any Contract Year during the Withdrawal Charge Period may be subject to an MVA. An MVA will apply to the Contract Value that exceeds your Free Withdrawal Amount if you annuitize your Contract during the Withdrawal Charge Period. An MVA may apply on any day during the Withdrawal Charge Period, including the last day of a Strategy Term. MVAs (and Withdrawal Charges) do not apply to withdrawals of the Free Withdrawal Amount; advisory fee withdrawals through the systematic withdrawal program; or withdrawals under the Bailout Waiver, Nursing Care Waiver or Terminal Illness Waiver.

(2)  The One-Year Fixed Strategy (not the Indexed Strategies) is subject to the Standard Nonforfeiture Law for Individual Deferred Annuities. A negative MVA will not cause the amount payable upon withdrawal, or the amount annuitized, from the One-Year Fixed Strategy to be less than the minimum non-forfeiture amount required by state law.

(3)  We will apply a Strategy Interim Value adjustment if amounts are withdrawn or otherwise removed from an Indexed Strategy before the end of a Strategy Term. The types of transactions that may result in a Strategy Interim Value adjustment include partial withdrawals (including, e.g., withdrawals to pay advisory fees, systematic withdrawals and Required Minimum Distributions), full surrender, cancellation, annuitization, Death Benefit payments, Performance Lock and deductions for Rider Charges.

The next table describes the fees and expenses that you will pay each year during the time that you own the Contract. If you choose to purchase the optional benefit, you will pay additional charges, as shown below.

Annual Contract Expenses

(1)  The Rider Charge is assessed on the Valuation Day prior to each Contract Anniversary during the Accumulation Period. Each time the Rider Charge is deducted from an Indexed Strategy, a Strategy Interim Value adjustment and a proportional reduction to the Indexed Strategy Base will apply. Also, if deducted from an Aggregate Floor Indexed Strategy, there will be a proportional reduction to the Aggregate Floor. These negative adjustments and proportional reductions could be greater than the dollar amount of the Rider Charge, perhaps significantly greater.

In addition to the fees described above, We limit the amount you can earn on the Indexed Strategies. This means your returns may be lower than the Index's returns. In return for accepting a limit on Index gains, you will receive some protection from Index losses in accordance with the Indexed Strategy chosen.

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

Adjustments

(1)  Cumulative withdrawals (partial or full) that exceed the Free Withdrawal Amount for any Contract Year during the Withdrawal Charge Period may be subject to an MVA. An MVA will apply to the Contract Value that exceeds your Free Withdrawal Amount if you annuitize your Contract during the Withdrawal Charge Period. An MVA may apply on any day during the Withdrawal Charge Period, including the last day of a Strategy Term. MVAs (and Withdrawal Charges) do not apply to withdrawals of the Free Withdrawal Amount; advisory fee withdrawals through the systematic withdrawal program; or withdrawals under the Bailout Waiver, Nursing Care Waiver or Terminal Illness Waiver.

(2)  The One-Year Fixed Strategy (not the Indexed Strategies) is subject to the Standard Nonforfeiture Law for Individual Deferred Annuities. A negative MVA will not cause the amount payable upon withdrawal, or the amount annuitized, from the One-Year Fixed Strategy to be less than the minimum non-forfeiture amount required by state law.

(3)  We will apply a Strategy Interim Value adjustment if amounts are withdrawn or otherwise removed from an Indexed Strategy before the end of a Strategy Term. The types of transactions that may result in a Strategy Interim Value adjustment include partial withdrawals (including, e.g., withdrawals to pay advisory fees, systematic withdrawals and Required Minimum Distributions), full surrender, cancellation, annuitization, Death Benefit payments, Performance Lock and deductions for Rider Charges.

Annual Contract Expenses

(1)  The Rider Charge is assessed on the Valuation Day prior to each Contract Anniversary during the Accumulation Period. Each time the Rider Charge is deducted from an Indexed Strategy, a Strategy Interim Value adjustment and a proportional reduction to the Indexed Strategy Base will apply. Also, if deducted from an Aggregate Floor Indexed Strategy, there will be a proportional reduction to the Aggregate Floor. These negative adjustments and proportional reductions could be greater than the dollar amount of the Rider Charge, perhaps significantly greater.

The rates for the Indexed Strategies' upside crediting methods will change from one Strategy Term to the next. We declare the rates for the Indexed Strategies' upside crediting methods in advance of each Strategy Term, subject to the guaranteed minimums specified below. For the currently available Indexed Strategies, as applicable:

•  The guaranteed minimum Index Cap for strategies with standard Index Cap, Dual Directional Cap and Dual Directional Trigger and Cap is 1.00% and 0.50% during and after the Withdrawal Charge Period, respectively;

•  The guaranteed minimum Index Trigger Rate for strategies with standard Index Trigger, Dual Directional Trigger and Dual Directional Trigger and Cap is 1.00% and 0.50% during and after the Withdrawal Charge Period, respectively;

•  The guaranteed minimum Participation Rate and Tier Participation Rate is 10% (and the guaranteed maximum Tier Level for Tier Participation Rate is 30%); and

•  The guaranteed minimum Performance Yield for Dual Directional Yield strategies is 1.00% and 0.50% during and after the Withdrawal Charge Period, respectively.

•  In general, if We were to declare an upside crediting method rate equal to the applicable guaranteed minimum, the potential for investment gain would be minimal.

REALLOCATION RISK

Your ability to reallocate Contract Value among the strategies is subject to significant restrictions, limiting your ability to react to changes in market conditions or your financial goals or needs. You should consider whether the inability to reallocate Contract Value at will is appropriate for you based on your personal circumstances. If you do not reallocate Contract Value from a strategy upon a reallocation opportunity, and you do not wish to remain invested in that particular strategy until the next reallocation opportunity, your only option will be to surrender or annuitize the Contract, which may cause you to incur Withdrawal Charges, MVAs, Strategy Interim Value adjustments, and/or negative tax consequences, as applicable.

Reallocating Contract Value from an Indexed Strategy or the One-Year Fixed Strategy

At the end of the Strategy Term, you may reallocate Contract Value from an Indexed Strategy or the One-Year Fixed Strategy to one or more of the strategies that are available for investment. You can reallocate only at the end of the Strategy Term. We must receive your reallocation request at least two Valuation Days prior to the end of the Strategy Term. If We do not receive a timely reallocation request in Good Order, no reallocation will occur and your current allocation will remain in place for the next Strategy Term. This will occur even if the Index and/or the rate(s) associated with the Indexed Strategy's upside crediting method have changed since you last selected the Indexed Strategy, in which case the Indexed Strategy may no longer be appropriate for your investment goals. However, if We do not receive a timely reallocation request in Good Order and reallocation in your current strategy(ies) is not permitted, Contract Value in the non-permitted strategy(ies) will be automatically reallocated to the One-Year Fixed Strategy. For the One-Year Fixed Strategy, you risk the possibility that We will declare an interest rate at the guaranteed minimum interest rate (0.50% during the Withdrawal Charge Period and 0.10% after the Withdrawal Charge Period).

Reallocating Contract Value from the Performance Credit Account

On a Contract Anniversary, you may reallocate Contract Value from the Performance Credit Account to one or more of the strategies that are available for investment. You can reallocate only on a Contract Anniversary. We must receive your reallocation request at least two Valuation Days prior to the Contract Anniversary. When requesting a reallocation from the Performance Credit Account, you must reallocate the entire Performance Credit Account Value. Partial reallocations are not permitted. If We do not receive a timely reallocation request in Good Order, your Performance Credit Account Value will remain in the Performance Credit Account, and your next reallocation opportunity will be the next Contract Anniversary. You risk the possibility that We will declare an interest rate for the next Contract Year at the guaranteed minimum interest rate (0.50% during the Withdrawal Charge Period and 0.10% after the Withdrawal Charge Period).

Information regarding the features of each currently offered Indexed Strategy, including (i) its name, (ii) a brief statement describing the assets that the Index seeks to track, (iii) its Strategy Term, (iv) its Index crediting methodology, (v) its current limit on Index loss, and (vi) its minimum limit on Index gain, is available in "Appendix A: Investment Options Available under the Contract."

Each Indexed Strategy includes the following elements:

•  A Strategy Term;

•  An Index;

•  An upside crediting method, either Index Cap, Index Trigger, Participation Rate, Tier Participation Rate, Dual Directional Cap, Dual Directional Trigger, Dual Directional Trigger and Cap, or Performance Yield, with associated rate(s) that are declared by Us for a Strategy Term, subject to guaranteed limits; and

•  A downside protection feature, either Buffer, Floor, or Aggregate Floor.

INDEX CREDIT

Each Indexed Strategy takes into account the following elements to calculate the Index Credit:

•  The Index Return;

•  The length of the Strategy Term;

•  The applicable upside crediting method and associated rate(s); and

•  The applicable downside protection feature and associated rate.

For each Indexed Strategy to which you allocate Contract Value, at the end of the Strategy Term, We will apply an Index Credit to your Indexed Strategy Base (unless the Performance Lock feature was exercised during the Strategy Term).

•  If the Index Credit is positive, the dollar amount of the investment gain from the Index Return can be calculated as the Indexed Strategy Base multiplied by the Index Credit.

•  If the Index Credit is negative, the dollar amount of the investment loss from the Index Return can be calculated as the Indexed Strategy Base multiplied by the Index Credit.

•  If the Index Credit is equal to zero, there will be no investment gain or loss due to the Index Return.

Please note:

•  For Index Cap, Index Trigger, Participation Rate, Tier Participation Rate, and Dual Directional Cap strategies, the Index Credit at the end of the Strategy Term will be either positive, negative, or equal to zero.

•  For Dual Directional Trigger and Dual Directional Trigger and Cap strategies, the Index Credit at the end of the Strategy Term will be either positive or negative. It will never be zero, as explained further below.

•  For Dual Directional Yield strategies, the Index Credit at the end of the Strategy Term will be either negative or zero. It will never be positive, as Dual Directional Yield offers upside potential only through quarterly Performance Credits. See "Dual Directional Yield" below.

We will apply the Index Credit to the Indexed Strategy Base at the end of the Strategy Term. The Strategy Contract Value will also be increased or decreased by the amount of the credit.

If you allocate Contract Value to multiple Indexed Strategies for a Strategy Term, separate Index Credits will be applied to all the Indexed Strategies in which you are invested at the end of the Strategy Term. Even if you receive positive Index Credit for one or more Indexed Strategies for a Strategy Term, your overall gain will be reduced by any negative Index Credit you receive for any other Indexed Strategy, and such negative Index Credit may cause you to incur an overall loss during the Strategy Term.

Limits on Index Losses

We may limit the negative Index Return used in calculating the Index Credit applied to an Indexed Strategy at the end of a Strategy Term through the use of a Buffer, Floor, or Aggregate Floor downside protection feature.

The following table describes how Index Credits are calculated when a Buffer Percentage or Floor Percentage applies.

It is important to understand the limits and risks of the downside protection features described in the table above, including the following:

•  The Buffer Percentage provides only limited protection from negative Index Returns. It does not provide absolute protection against negative Index Credit, and you may lose money. Additionally, Rider Charges, Withdrawal Charges, advisory fees, negative MVAs, negative Strategy Interim Value adjustments, and taxes, if applicable, will further reduce your Contract Value and are not subject to the Buffer Percentage.

•  The Floor Percentage (other than a 0% Floor Percentage) provides only limited protection from negative Index Returns. It does not provide absolute protection against negative Index Credit, and you may lose money. Additionally, Rider Charges, Withdrawal Charges, advisory fees, negative MVAs, negative Strategy Interim Value adjustments, and taxes, if applicable, will further reduce your Contract Value and are not subject to the Floor Percentage.

The Contract currently offers Indexed Strategies with Buffer Percentages of 5%, 10%, 15%, 20%, or 25% or a Floor Percentage of 0%. For these Indexed Strategies, the Buffer Percentage or Floor Percentage cannot be changed for the life of the Indexed Strategy.

The Contract also currently offers an Indexed Strategy with Aggregate Floor. For the Aggregate Floor Indexed Strategy, after the initial Floor Percentage, the Floor Percentage will change from one consecutive Strategy Term to the next. The Floor Percentage will change for subsequent consecutive Strategy Terms depending on your Index Credits, how you manage your Strategy Value, and whether you elect a reset, but We guarantee that the Floor Percentage will never be less than -20% for subsequent consecutive Strategy Terms. See "Aggregate Floor" for additional information.

The limits on Index loss offered under the Contract may change from one Strategy Term to the next; however, We will always offer an Indexed Strategy with a 0% Floor Percentage. In the future, We may not offer any Indexed Strategies with Buffer or Aggregate Floor, and We do not guarantee a minimum Buffer Percentage or Floor Percentage for any new Indexed Strategies that We may offer in the future. See "Indexed Strategies — General" above for additional information.

We set the Buffer Percentages and Floor Percentages at Our sole discretion. We consider various factors in declaring Buffer Percentages and Floor Percentages, including Our hedging costs and techniques, administrative expenses, regulatory and tax requirements, market conditions, and competitive factors. For the Aggregate Floor Indexed Strategy, for so long as you remain invested in the Indexed Strategy for consecutive Strategy Terms, the Floor Percentage applicable to future Strategy Terms is subject to the terms and conditions described under "Aggregate Floor."

Before selecting an Indexed Strategy for investment, you should consider in consultation with your financial professional which downside protection feature and level of protection may be appropriate for you. You and your financial professional may want to discuss and consider your risk tolerance, investment time horizon, and financial goals. Generally, assuming the same Index and Strategy Term length, an Indexed Strategy that provides more protection from Index losses will generally tend to have less potential for Index gains. Conversely, assuming the same Index and Strategy Term length, an Indexed Strategy that provides less protection from Index losses will generally tend to have more potential for Index gains.

Before selecting an Indexed Strategy for investment, you should consider in consultation with your financial professional whether an Indexed Strategy's limit on Index gains may be appropriate for you. You and your financial professional may want to discuss and consider your risk tolerance, investment time horizon and financial goals. Generally, assuming the same Index and Strategy Term length, an Indexed Strategy that provides less potential for Index gains will tend to have more protection from Index losses. Conversely, assuming the same Index and Strategy Term length, an Indexed Strategy that provides more potential for Index gains will generally tend to have less protection from Index losses.

This Contract is not appropriate for investors who plan to take withdrawals beyond the Free Withdrawal Amount or surrender the Contract during the first six Contract Years due to the imposition of Withdrawal Charges and the MVA, or for investors who intend to take partial withdrawals (including Free Withdrawal Amounts, systematic withdrawals, Required Minimum Distributions, or withdrawals to pay advisory fees) or surrender the Contract during a Strategy Term due to the imposition of Strategy Interim Value adjustments. The application of the Strategy Interim Value to partial withdrawals during the Strategy Term and the proportional reduction in your Indexed Strategy Base, together with any Withdrawal Charges and the MVA, could significantly reduce the value of the Contract. In addition, amounts withdrawn could be subject to federal and state income taxes, as well as a 10% federal additional tax if taken before age 59 1/2.

The Contract also is not appropriate for investors who plan to take withdrawals to pay advisory fees other than through the systematic withdrawal program. Advisory fee withdrawals outside of the systematic withdrawal program may be subject to Withdrawal Charges and negative MVAs, and will result in proportional reductions to the optional Return of Premium Death Benefit if elected. In addition, whether or not advisory fee withdrawals are taken through the systematic withdrawal program, the Contract is not appropriate for investors who plan to take such withdrawals from an Indexed Strategy before the end of a Strategy Term, as the application of Strategy Interim Value and proportional reductions to your Indexed Strategy Base could result in significant loss.

You may access your Contract Value during the Accumulation Period:

•  by taking partial withdrawals, which include:

•  One time withdrawals;

•  Withdrawals from Contract Value to pay an advisory fee up to a maximum of 1.5% of the Contract Value;

•  Systematic withdrawals; and

•  Required Minimum Distributions.

•  by surrendering your Contract (i.e. taking a full withdrawal)

Index Credit

On the Strategy Term end date, in addition to a positive or zero Performance Credit as described above, We also apply the Index Credit. The Index Credit will either be negative or zero (never positive). Index Credit will be calculated as follows:

•  If the Index Return is positive or zero, the Index Credit will be equal to zero.

•  If the Index Return is negative, We apply the Buffer Percentage. The Index Credit will either be negative or zero depending on the Index Return and the applicable Buffer Percentage.

In light of the Indexed Strategy Parameters for Dual Directional Yield strategies that We are currently offering, if you receive a positive Performance Credit on the Strategy Term end date, the Index Credit will be zero. If you receive a zero Performance Credit on the Strategy Term end date, the Index Credit will be negative and will depend on the Index Return and the applicable Buffer Percentage.

Examples

The following examples illustrate how We calculate and apply Index Credit for Dual Directional Yield Indexed Strategies, assuming hypothetical Index Returns and hypothetical limits on Index gains and losses. The examples assume no withdrawals.

The first three examples below illustrate how We calculate the Performance Credit on a Quarterly Anniversary prior to the Strategy Term end date:

Example 1 — Positive Index performance, positive Performance Credit: Assume that you allocated $100,000 to a Dual Directional Yield strategy for a Strategy Term with a Performance Yield of 8% and a Performance Trigger of 90%. Also assume that on a Quarterly Anniversary prior to the Strategy Term end date, the Index Value as of the Index Observation Date is 1,050 and the Index Value as of the Starting Index Date is 1,000. In this case, We calculate the Index Percentage Base to be 105% (1050 / 1000). Because the Index Percentage Base (105%) is greater than or equal to the Performance Trigger (90%), the Performance Credit Rate equals 2% (8% / 4). The Performance Credit is calculated as $2,000 ($100,000 x 2%). This amount of $2,000 is immediately and automatically allocated to the Performance Credit Account.

Example 2 — Negative Index performance, positive Performance Credit: Assume that you allocated $100,000 to a Dual Directional Yield strategy for a Strategy Term with a Performance Yield of 8% and a Performance Trigger of 90%. Also assume that on a Quarterly Anniversary prior to the Strategy Term end date, the Index Value as of the Index Observation Date is 910 and the Index Value as of the Starting Index Date is 1,000. In this case, We calculate the Index Percentage Base to be 91% (910 / 1000). Because the Index Percentage Base (91%) is greater than or equal to the Performance Trigger (90%), the Performance Credit Rate equals 2% (8% / 4). The Performance Credit is calculated as $2,000 ($100,000 x 2%). This amount of $2,000 is immediately and automatically allocated to the Performance Credit Account.

Example 3 — Negative Index performance, zero Performance Credit: Assume that you allocated $100,000 to a Dual Directional Yield strategy for a Strategy Term with a Performance Yield of 8% and a Performance Trigger of 90%. Also assume that on a Quarterly Anniversary prior to the Strategy Term end date, the Index Value as of the Index Observation Date is 850 and the Index Value as of the Starting Index Date is 1,000. In this case, We calculate the Index Percentage Base to be 85% (850 / 1000). Because the Index Percentage Base (85%) is lower than the Performance Trigger (90%), the Performance Credit Rate equals 0%. The Performance Credit is calculated as $0 ($100,000 * 0%). There is no gain or loss credited to your Contract.

Provided below are examples of how We calculate the Performance Credit and Index Credit on a Strategy Term end date:

Example 4 — Positive Index performance, positive Performance Credit, zero Index Credit: Assume that you allocated $100,000 to a Dual Directional Yield strategy for a Strategy Term with a Performance Yield of 8%, a Performance Trigger of 90% and a Buffer Percentage of 10%. On the Strategy Term end date:

We would calculate the Performance Credit. Assume that the Index Value as of the Index Observation Date is 1,100 and the Index Value as of the Starting Index Date is 1,000. In this case, We calculate the Index Percentage Base to be 110% (110 / 1000). Because the Index Percentage Base (110%) is greater than or equal to the Performance Trigger (90%), the Performance Credit Rate equals 2% (8% / 4). The Performance Credit is calculated as $2,000 ($100,000 x 2%). This amount of $2,000 is immediately and automatically allocated to the Performance Credit Account.

We would also calculate the Index Credit. Consistent with the assumptions above, the Index Value on the Ending Index Date is 1,100 and the Index Value on the Starting Index Date is 1,000, resulting in an Index Return of 10%. Because the Index Return is positive or equal to zero, the Index Credit would be 0%.

Example 5 — Negative Index performance, positive Performance Credit, zero Index Credit: Assume that you allocated $100,000 to a Dual Directional Yield strategy for a Strategy Term with a Performance Yield of 8%, a Performance Trigger of 90% and a Buffer Percentage of 10%. On the Strategy Term end date:

We would calculate the Performance Credit. Assume that the Index Value as of the Index Observation Date is 950 and the Index Value as of the Starting Index Date is 1,000. In this case, We calculate the Index Percentage Base to be 95% (950 / 1000). Because the Index

Percentage Base (95%) is greater than or equal to the Performance Trigger (90%), the Performance Credit Rate equals 2% (8% / 4). The Performance Credit is calculated as $2,000 ($100,000 x 2%). This amount of $2,000 is immediately and automatically allocated to the Performance Credit Account.

We would also calculate the Index Credit. Consistent with the assumptions above, the Index Value on the Ending Index Date is 950 and the Index Value on the Starting Index Date is 1,000, resulting in an Index Return of -5%. Because the Index Return is negative but does not exceed the Buffer Percentage (10%), the Index Credit would be 0%.

Example 6 — Negative Index performance, zero Performance Credit, negative Index Credit: Assume that you allocated $100,000 to a Dual Directional Yield strategy for a Strategy Term with a Performance Yield of 8%, a Performance Trigger of 90% and a Buffer Percentage of 10%. On the Strategy Term end date:

We would calculate the Performance Credit. Assume that the Index Value as of the Index Observation Date is 800 and the Index Value as of the Starting Index Date is 1,000. In this case, We calculate the Index Percentage Base to be 80% (800 / 1000). Because the Index Percentage Base (80%) is lower than the Performance Trigger (90%), the Performance Credit Rate is 0%. The Performance Credit is calculated as $0 ($100,000 * 0%).

We would also calculate the Index Credit. Consistent with the assumptions above, the Index Value on the Ending Index Date is 800 and the Index Value on the Starting Index Date is 1,000, resulting in an Index Return of -20%. Because the Index Return is negative and exceeds the Buffer Percentage (10%), the Index Credit would be -10%.

The Performance Yield does not guarantee a certain amount of positive Performance Credit. The Performance Yield may limit the amount of positive Performance Credit that We may be obligated to pay for any Strategy Term. We set the Performance Yield at Our discretion, subject to the guaranteed limits set forth in your Contract and this prospectus. You risk the possibility that We will not set Performance Yield higher than the minimum guaranteed rate.

The Buffer Percentage provides only limited protection from downside risk. It does not provide absolute protection against negative Index Credit, and you may lose money. Additionally, Rider Charges, Withdrawal Charges, advisory fees, negative MVAs, negative Strategy Interim Value adjustments, and taxes, if applicable, will further reduce your Contract Value and are not subject to the Buffer Percentage.

Index Replacement

We may replace the Index if it is discontinued, or if there is a substantial change in the calculation of the Index, or if hedging instruments become difficult to acquire or the cost of hedging becomes excessive. We may do so at the end of a Strategy Term or during a Strategy Term. We will notify you at least 30 days before We replace an Index, or if not possible, as soon as reasonably practical.

If We replace an Index, We will attempt 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 such an Index cannot be found, We would choose a domestic or international broad-based equity securities index as the substitute Index.

If We replace an Index during a Strategy Term, We will calculate the Index Return using the old Index up until the replacement date. After the replacement date, We will calculate the Index Return using the new Index, using the value for the new Index on the replacement date and the value of the Index at the end of the Strategy Term. We would apply a similar methodology when calculating the Performance Credit Rate on Quarterly Anniversaries under Dual Directional Yield strategies.

Index Replacement Example. This example is intended to show how We would calculate the Index Return during a Strategy Term in which an Index was replaced.

This 3% Index Return on the replacement date is then used to calculate the Index Return

The Index Return calculation for that Strategy Term is then based on the change of both the old and new Index. The Index Return in this Strategy Term would be 8.15% [(1 + 3%) * (1 + 5%)].

Additional information about the Index, including disclaimers, may be found in Appendix K. The investment risks associated with the Indices are discussed under the section titled "Principal Risks of Investing in the Contract — Index Risk." Requests for more information about an Index should be directed to Us at Our Annuity Service Center or to your financial professional.

If We replace an Index, We will attempt 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 such an Index cannot be found, We would choose a domestic or international broad-based equity securities index as the substitute Index.

If We replace an Index during a Strategy Term, We will calculate the Index Return using the old Index up until the replacement date. After the replacement date, We will calculate the Index Return using the new Index, using the value for the new Index on the replacement date and the value of the Index at the end of the Strategy Term. We would apply a similar methodology when calculating the Performance Credit Rate on Quarterly Anniversaries under Dual Directional Yield strategies.

•  To reallocate Contract Value from the Performance Credit Account, you may submit your request for a period of 30 days prior to the Contract Anniversary, and We must receive your request at least two Valuation Days prior to the Contract Anniversary. Your reallocation request will be processed on the Contract Anniversary. When requesting a reallocation from the Performance Credit Account, you must reallocate the entire Performance Credit Account Value. Partial reallocations are not permitted.

•  You may submit a reallocation request by any method allowable by Us. Although We use reasonable procedures to prevent unauthorized account access, We cannot assure you that telephone or Internet activity will be completely secure or free of delays or malfunctions. If you choose to make reallocations by telephone or Internet, you must be willing to assume 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.

You will receive a reallocation notice 30 days prior to the end of a Strategy Term with information about where to obtain information about available Indexed Strategies and applicable rates. At least ten days prior to the start of each Strategy Term, We will make available

ONE-YEAR FIXED STRATEGY

Information regarding the features of the One-Year Fixed Strategy, including (i) its name, (ii) its Strategy Term, and (iii) its minimum guaranteed interest rate, is available in "Appendix A: Investment Options Available Under the Contract."

The One-Year Fixed Strategy credits compound interest based on rates that are set and guaranteed by the Company. Any portion of your Contract Value allocated to the One-Year Fixed Strategy for a Strategy Term will be credited with the interest rate established for that Strategy Term. This rate will apply for the entire Strategy Term, which is one year in length. The interest rate for the One-Year Fixed Strategy for your initial Strategy Term will be set forth in your Contract. At the conclusion of the Strategy Term, We will declare the interest rate at least ten days prior to the end of the Strategy Term for the next Strategy Term.

The effective annual interest rate for any Strategy Term will never be lower than the guaranteed minimum interest rate set forth in your Contract. This rate will not be less than 0.50% during the Withdrawal Charge Period and no less than 0.10% after the Withdrawal Charge Period and is guaranteed to be a rate not less than the minimum interest rate allowed by state law. The effective annual interest rate represents the rate of daily compounded interest over a 12-month period. You risk the possibility that We will declare an interest rate for the One-Year Fixed Strategy at the guaranteed minimum interest rate.

An MVA may apply to amounts withdrawn or annuitized from the One-Year Fixed Strategy. However, the One-Year Fixed Strategy is subject to the Standard Nonforfeiture Law for Individual Deferred Annuities. As such, a negative MVA will never cause the amount payable upon withdrawal, or the amount annuitized, from the One-Year Fixed Strategy to be less than the minimum non-forfeiture amount required by state law. Strategy Interim Value adjustments do not apply to the One-Year Fixed Strategy. See "Contract Charges and Adjustments" for additional information.

We guarantee that the One-Year Fixed Strategy will be available during the Accumulation Period for the life of the Contract. We may make other fixed interest investment options available under the Contract in the future. Any other fixed interest investment options that We make available may not be available for subsequent Strategy Terms.

At the end of a Strategy Term for the One-Year Fixed Strategy, Contract Value in the One-Year Fixed Strategy will be reallocated, withdrawn or annuitized according to your instructions. In the absence of instructions, Contract Value in the One-Year Fixed Strategy will be reinvested in the One-Year Fixed Strategy for a new Strategy Term. The annual interest rate for a new Strategy Term will be declared prior to the new Strategy Term. You will receive advance notice and instructions on how to obtain the declared rate. See "Reallocation Period" for additional information.

•  For Contract Value in an Indexed Strategy or the One-Year Fixed Strategy, no reallocation will occur and your current allocation will remain in place for the next Strategy Term, except as otherwise provided herein. For an Indexed Strategy, if We have discontinued offering that Indexed Strategy, or if your current allocation is not permissible for a new Strategy Term, We will reallocate the Strategy Contract Value to the One-Year Fixed Strategy. This could significantly reduce returns, as the One-Year Fixed Strategy could pay as little as the guaranteed minimum interest rate.

Information regarding the features of the One-Year Fixed Strategy, including (i) its name, (ii) its Strategy Term, and (iii) its minimum guaranteed interest rate, is available in "Appendix A: Investment Options Available Under the Contract."

BAILOUT WAIVER

The bailout waiver provides option to surrender or take a partial withdrawal from your Contract without Withdrawal Charges and a MVA, if the upside Crediting Rate for an Indexed Strategy for that Strategy Term is set less favorable than the bailout rate for that strategy.

If, after the first Contract Year and during the Withdrawal Charge Period, an Indexed Strategy provides for an upside Crediting Rate for a Strategy Term that is less than the bailout rate for that strategy, then no Withdrawal Charges and MVA, if otherwise applicable, will apply to any withdrawals during that Contract Year. The bailout rate for each eligible strategy is in your Contract. Partial withdrawals and full surrenders in connection with a bailout waiver are based on the Strategy Interim Value. Any Contract Value allocated to the Indexed Strategy will be based on the Strategy Interim Value. The Strategy Interim Value may reflect lower gains, if the Index is performing positively, or higher losses, if the Index is performing negatively, than would apply at the end of the Strategy Term (or, for Dual Directional Yield, lower gains than would apply on a Quarterly Anniversary, or higher losses than would apply at the end of the Strategy Term).

If the upside Crediting Rate for an Indexed Strategy is greater than or equal to the bailout rate, it is not eligible for the bailout waiver. Six-year Indexed Strategies do not have a bailout waiver because Withdrawal Charges and MVAs do not apply after the sixth Contract Year, and after the first Contract Year, you cannot allocate Contract Value to a six-year Indexed Strategy until the Withdrawal Charge Period has expired.

You do not have to allocate your Contract Value to the Indexed Strategy that is eligible for the bailout waiver in order for you to exercise the bailout waiver and surrender your Contract. The waiver will apply automatically to any withdrawal or surrender request that occurs during a Contract Year in which the bailout provision is triggered for any Indexed Strategy. Withdrawal Charges and any applicable MVA as stated in the Contract will apply if there are no Indexed Strategies that are eligible for the bailout waiver for that Contract Year.

NURSING HOME WAIVER

If you are confined to an Approved Nursing Facility, Withdrawal Charges and MVA will be waived for a partial withdrawal or full surrender if you or the joint Owner, or Annuitant in the case of a non-natural Owner, are confined for at least 90 calendar days to an Approved Nursing Facility which: (i) provides skilled nursing care under the supervision of a physician; and (ii) has 24 hour a day nursing services by or under the supervision of a registered nurse; and (iii) keeps a daily medical record of each patient.

For this waiver to apply, you must:

•  have owned the Contract continuously since it was issued,

•  provide written proof of your eligibility satisfactory to us, and

•  request a partial withdrawal or the full surrender within ninety-one calendar days after the last day that you are an eligible patient in a recognized facility or nursing home.

This waiver is not available if the Owner or the joint Owner is in a facility or nursing home when you purchase the Contract. We will waive any Withdrawal Charges and MVA for a partial withdrawal or full surrender of your Contract while you are in an Approved Nursing Facility. This waiver can be used any time after the first 90 days in an Approved Nursing Facility up until 91 days after exiting such a facility. This waiver may not be available in all states. Please refer to Appendix B for all state variations.

TERMINAL ILLNESS WAIVER

After the first Contract Year, if you have been diagnosed with a terminal illness, any Withdrawal Charges and MVA will be waived for a partial withdrawal or full surrender of your Contract if you or the joint Owner, or Annuitant in the case of a non-natural Owner, were diagnosed by a qualifying Physician with a life expectancy of 12 months or less.

For this waiver to apply, you must:

•  provide written proof of your terminal illness satisfactory to Us (We reserve the right to require a secondary medical opinion by a qualifying Physician of Our choosing in which We will pay for such secondary medical opinion), and

•  request a partial withdrawal or the full surrender of your Contract.

This waiver will terminate upon a change of any beneficial Owner. This waiver may not be available in all states. Please refer to Appendix B for all state variations.

A Physician means a medical doctor who is licensed by the state in which he/she practices medicine and is not a member of the Owner's family.

BENEFITS AVAILABLE UNDER THE CONTRACT

The following table summarizes information about the benefits available under the Contract.

The availability of Contract benefits may vary depending on the selling firm through which your Contract was purchased. See Appendix J — Financial Intermediary Variations.

Death Benefit payments, if made from an Indexed Strategy before the end of a Strategy Term, are based on the Strategy Interim Value. The application of a Strategy Interim Value adjustment could result in significant loss. In extreme circumstances, it is possible to lose 100% of your investment in an Indexed Strategy due to the application of a negative Strategy Interim Value adjustment (i.e., a complete loss of your principal and any prior earnings).

Under a non-qualified Contract, if the Owner (or Annuitant in the case of a non-natural Owner) dies before the Annuity Commencement Date, the Death Benefit will be paid in a lump sum and the entire interest must be distributed within five years of the Owner's death (or Annuitant's death in the case of a non-natural Owner); If the Beneficiary is an individual, they can elect to receive a series of payments or Annuity Payments under an annuity option over the Beneficiary's remaining life or over a period not extending beyond the Beneficiary's life expectancy provided such payments begin within one year of death. Qualified Contracts are subject to special after-death distribution rules. See the "Federal Tax Considerations" section for more information. A Beneficiary that takes the Death Benefit in a series of payments may make transfers among the One-Year Fixed Strategy and the Indexed Strategy. Amounts that remain allocated to an Indexed Strategy may decrease in value. A surviving spouse who is a sole Beneficiary may continue the Contract maintaining its characteristics. See "Spousal Continuation." We will make any adjustment to the Death Benefit prior to the continuation. If the Death Benefit is payable to the Owner's estate, We will make a lump sum payment.

SPOUSAL CONTINUATION

In limited circumstances, when the Owner dies, if the spouse of the deceased Owner is entitled to receive a Death Benefit, the spouse may have the option to continue the Contract instead. Under federal tax law, the spouse's option to continue the Contract is contingent upon whether the deceased Owner and the spouse were legally married under applicable state law.

PAYMENT OPTIONS

We will determine the value of the Death Benefit as of two Valuation Days from the Valuation Day on which We receive Due Proof of Death and in Good Order payment instructions from at least one of the Beneficiaries and all information We need to process the claim. The Death Benefit is not subject to the Withdrawal Charge or the MVA.

Death Benefit payments, if made from an Indexed Strategy before the end of a Strategy Term, are based on the Strategy Interim Value. The application of a Strategy Interim Value adjustment could result in significant loss. In extreme circumstances, it is possible to lose 100% of your investment in an Indexed Strategy due to the application of a negative Strategy Interim Value adjustment (i.e., a complete loss of your principal and any prior earnings).

Under a non-qualified Contract, if the Owner (or Annuitant in the case of a non-natural Owner) dies before the Annuity Commencement Date, the Death Benefit will be paid in a lump sum and the entire interest must be distributed within five years of the Owner's death (or Annuitant's death in the case of a non-natural Owner); If the Beneficiary is an individual, they can elect to receive a series of payments or Annuity Payments under an annuity option over the Beneficiary's remaining life or over a period not extending beyond the Beneficiary's life expectancy provided such payments begin within one year of death. Qualified Contracts are subject to special after-death distribution rules. See the "Federal Tax Considerations" section for more information. A Beneficiary that takes the Death Benefit in a series of payments may make transfers among the One-Year Fixed Strategy and the Indexed Strategy. Amounts that remain allocated to an Indexed Strategy may decrease in value. A surviving spouse who is a sole Beneficiary may continue the Contract maintaining its characteristics. See "Spousal Continuation." We will make any adjustment to the Death Benefit prior to the continuation. If the Death Benefit is payable to the Owner's estate, We will make a lump sum payment.